# Mode VC Founder Capital & Equity Workbench

> Canonical URL: https://modevc.com/tools/
> MCP Server Endpoint: https://modevc.com/api/mcp (serves Mode VC charts and the investor atlas; the calculators below run in the browser)

Five free calculators for early-stage founders. Each one runs in the browser. Results are illustrative models computed from the inputs you enter, not legal, tax or investment advice.

## 1. SAFE and dilution calculator
- **URL**: https://modevc.com/tools/safe-calculator
- **What it does**: Models several stacked post-money or pre-money SAFEs with different valuation caps and discounts, a priced round (seed or Series A), and the effect of placing the option pool top-up in the pre-money or the post-money valuation.
- **Core formulas**:
  - `Post-money SAFE ownership = SAFE investment / post-money valuation cap` (measured before the priced round)
  - `Post-SAFE capitalization = existing shares / (1 - sum of SAFE ownership %)`
  - `Pool in the pre-money`: the Series A investor keeps its full percentage, and founders and SAFE holders carry the pool top-up. Founders after the round = founders after SAFEs x (1 - Series A % - target pool %).
  - `Pool in the post-money`: the pool top-up dilutes everyone, including the Series A investor. Founders after the round = founders after SAFEs x (1 - Series A %) x (1 - target pool %) when there is no existing pool.

## 2. 83(b), QSBS and Delaware tax
- **URL**: https://modevc.com/tools/83b-qsbs-calculator
- **What it does**:
  1. Computes the 30-day Section 83(b) filing deadline (moved to the next business day if day 30 is a weekend; federal holidays are not modelled) and prints an election statement with the items required by Treas. Reg. 1.83-2(e). IRS Form 15620 (Section 83(b) Election, current revision April 2025) can be used instead of a written statement.
  2. Models the Section 1202 qualified small business stock (QSBS) exclusion using the stock's issue date:
     - Stock issued after 4 July 2025 (Public Law 119-21, the One Big Beautiful Bill Act): 50% exclusion if held at least 3 years, 75% at least 4 years, 100% at least 5 years; per-issuer limit of the greater of $15 million (inflation indexed for taxable years beginning after 2026) or 10 times basis; issuer gross assets limit of $75 million.
     - Stock issued on or before 4 July 2025: 100% exclusion if held more than 5 years (stock acquired after 27 September 2010); per-issuer limit of the greater of $10 million or 10 times basis; issuer gross assets limit of $50 million.
     - Not modelled: state tax, alternative minimum tax, stock acquired on or before 27 September 2010, the qualified business and other eligibility tests.
  3. Compares the two Delaware franchise tax methods:
     - Authorized shares method: $175 minimum (5,000 shares or fewer), $250 for 5,001 to 10,000 shares, plus $85 for each additional 10,000 shares or portion; $200,000 maximum. Example: 10,000,000 authorized shares gives $85,165.
     - Assumed par value capital method: assumed par = total gross assets / issued shares; tax is $400 per $1,000,000 (or portion) of assumed par value capital; $400 minimum; $200,000 maximum.
     - Delaware states that corporations use whichever method gives the lesser tax. Large corporate filers have a different maximum, which is not modelled.
- **Sources** (accessed 2026-10-18):
  - 26 U.S.C. 1202: https://www.law.cornell.edu/uscode/text/26/1202
  - Gibson Dunn summary of the OBBBA QSBS changes: https://www.gibsondunn.com/focus-on-qsbs-provisions-in-the-one-big-beautiful-bill-act/
  - Treas. Reg. 1.83-2: https://www.law.cornell.edu/cfr/text/26/1.83-2
  - IRS Form 15620: https://www.irs.gov/pub/irs-pdf/f15620.pdf
  - Delaware franchise tax methods: https://corp.delaware.gov/frtaxcalc/ and https://corp.delaware.gov/paytaxes/

## 3. Term sheet exit waterfall
- **URL**: https://modevc.com/tools/term-sheet-waterfall
- **What it does**:
  1. Compares common and founder proceeds in a sale under 1x non-participating preferred, participating preferred (sometimes called "double-dip") and higher liquidation multiples.
  2. Computes the conversion point (`conversion exit value = liquidation preference / preferred ownership %`) above which non-participating preferred holders do better by converting to common.
  3. Calculates the next-round pro-rata check a seed investor needs to keep its ownership percentage (`next round size x current ownership %`).
- **Model limits**: one preferred class, no seniority stack, no debt, fees or option pool in the proceeds.

## 4. Burn multiple, runway and default alive
- **URL**: https://modevc.com/tools/burn-multiple-runway
- **What it does**: Enter cash, monthly burn and growth. See your burn multiple, months of runway, and whether you reach profit before the cash runs out.

## 5. SaaS metrics: Rule of 40, magic number, NRR, CAC payback
- **URL**: https://modevc.com/tools/saas-metrics-calculator
- **What it does**: Enter revenue, growth, margin and sales spend. See Rule of 40, magic number, net revenue retention and CAC payback.