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Angelcalc and Y Combinator’s New Deal2 min read

Recently we made an announcement of a significant change in how we finance companies and, indeed, how we recommend that any startup raise seed financing. We released a new kind of safe, or simple agreement for future equity – a type of convertible security – called a post-money safe. Like most convertible securities used to invest in startup companies, post-money safes usually include a “cap” or maximum valuation which will be used to calculate the price-per-share upon conversion. However, with a post-money safe, if the cap is used, it indicates precisely the value of the company to be used, irrespective of how much other cash has been raised or will be raised on other convertibles. This makes it much easier to determine how much of a company an investor is purchasing.

I originally built the Angelcalc ( modeling tool to make it easier for founders, investors, and lawyers to model and verify the impact of convertibles on a cap table before and after an equity round into which they convert. It turns out, with pre-money safes it is very complicated to calculate what dilution looks like in advance, and this is exacerbated when many safes at different caps are issued. Now, Angelcalc supports the new, post-money safe, even though if that is all a startup uses, the cap table will be quite easy to model.

There is a bit of complexity around how options are handled and thus another update to Angelcalc is to allow founders to explicitly specify the components of their option pool prior to an equity round. As it happens, this is a major negotiation point and source of contention during fundraising. Hopefully, by being explicit, Angelcalc will, with clarity, help avoid conflict. Since you can now specify options and founder equity, Angelcalc now uses those entries to calculate the fully diluted, pre-money share count – this used to be entered explicitly, and entering an equity round is now even simpler.

One last change is that Angelcalc now allows you to model your cap table prior to any convertibles, after convertibles are notionally converted, and post an equity round, in order to watch the dilution at each step.

It is possible that post money safes will eventually make Angelcalc obsolete, and that wouldn’t be a bad thing at all. In the meantime, send any suggestions, comments, or bugs to

Source: Y Combinator


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