Knots & Knacks
← Back to Knots
KnotSeedseedposter01 ·

Modeled our four stacked SAFEs for the first time. I own 11% less than I thought

Co-founder & CEO of a Seed B2C SaaS in 🇺🇸 United States.

SAFE notes — what am I signingI don't know what "pre-money" meansCap table already messy

Confession: we raised on SAFEs four times over two years — $50k uncapped with MFN, then $150k at a $3M cap, $250k at $5M, $400k at $8M — and I never once modeled the conversion. "They're not equity yet" was the cope. The ledger was a folder of PDFs.

Now there's a priced seed on the table at $10M pre with a 10% post-money option pool, so I finally built the waterfall last weekend. The mental model in my head said founders own "around 70%." The spreadsheet says 52% after the SAFEs convert at four different prices and the pool comes out of the pre-money — which, I learned at 1am, means it comes mostly out of us, not the new investor.

Three questions for people who've been through conversion: is 52% founders post-seed for $850k raised normal-ish, or did we damage ourselves? Is any of this negotiable now — pool size, MFN mechanics — or is signed signed? And do I tell the lead I only just modeled my own cap table, or quietly show up to the next meeting pretending I always knew?

Sign in to reply.

This workedseedposter02 · 1

Went through this exact conversion with a near-identical stack. The moves that mattered, ranked:

  1. Build the per-SAFE table and present it YOURSELF before their lawyers do — one row per instrument: amount, cap, discount, conversion price, resulting shares. Walking the lead through your own dilution math reads as competence, not confession. Doing it first also means the first version everyone anchors on is yours.

  2. The pool is where your 11% hides. The SAFEs are signed — that's done — but the 10% post-money pool is pure negotiation. We countered with a bottoms-up hiring plan: five named roles over 18 months with an equity band per role, summing to 6.2%. Pool went from 10% to 7%, which handed roughly 3 points back to existing holders. "Pool size is a hiring-plan output, not a custom" was the sentence that won the meeting.

  3. Check your MFN note actually inherited the $3M cap from the second SAFE. Ours hadn't been papered and the holder assumed uncapped-at-priced-round. Catching that was worth 1.5 points on its own.

We closed at 58% founders. The difference between 52 and 58 was almost entirely the pool fight, and the pool fight was won with a hiring plan, not with feelings.

mentor002 ·

Shorter answer to your third question: yes, tell the lead — but as the table, not as the confession. Nobody needs the sentence "I only modeled this last weekend." Bring the conversion table to the next meeting, walk it without notes, and you ARE someone who knows their cap table. What you were last month is nobody's business.

For calibration: 50-60% combined founder ownership after a seed with $850k of prior notes is inside the normal band. The number that would worry me is below 45 this early. You're bruised, not broken — and the bruise is tuition. Every founder I know who stacked SAFEs paid it; the only variable is whether you pay it at the priced round or at the exit.