Advanced Seed Round Conversion Form
Example Data Table
| Scenario | Instrument | Amount | Cap | Discount | Next Round Pre-Money | Main Use |
|---|---|---|---|---|---|---|
| Base Note | Convertible Note | $500,000 | $6,000,000 | 20% | $12,000,000 | Compare cap and discount conversion. |
| Priced Seed | Equity Round | $750,000 | Not used | Not used | $14,000,000 | Estimate immediate share issuance. |
| Post-Money SAFE | SAFE | $400,000 | $5,000,000 | 0% | $10,000,000 | Estimate fixed ownership behavior. |
Formula Used
- Priced share price = pre-money valuation ÷ existing diluted shares.
- Seed shares = seed investment ÷ priced share price.
- Post-money valuation = pre-money valuation + seed investment.
- Note interest = principal × annual interest rate × months outstanding ÷ 12.
- Discount price = next round price × (1 − discount rate).
- Cap price = valuation cap ÷ existing diluted shares.
- Conversion price = lowest valid price from next round, discount, or cap.
- Ownership = investor shares ÷ total shares after conversion and financing.
- Exit value = investor ownership × exit valuation.
How to Use This Calculator
Choose the instrument type first. Enter the valuation, investment amount, share count, option pool, cap, discount, interest, and next round assumptions. Use realistic diluted share numbers. Press the calculate button. Review the result block above the form. Then download the CSV or PDF report for records, advisors, or investor discussions.
Seed Round Conversion Guide
Why Conversion Matters
Seed round conversion turns funding terms into ownership numbers. It helps founders, advisors, and investors test a term sheet before closing. Small changes can move many shares. A lower valuation cap can raise investor ownership. A larger option pool can dilute founders before the money arrives.
What the Calculator Compares
This calculator compares a priced seed round, a convertible note, and SAFE style conversion. It uses valuation, investment size, cap, discount, interest, and share count. The result shows share price, converted shares, post money value, ownership, dilution, and exit value. It also separates the future round investor from the seed investor.
Priced Round Logic
For priced rounds, the tool divides pre money valuation by existing diluted shares. The seed investment then buys new shares at that price. Post money ownership equals investment divided by post money value. Option pool expansion is added when you select a target pool after the round.
Note and SAFE Logic
For notes and SAFEs, the calculator first estimates the next round share price. It then compares the standard round price, the discounted price, and the valuation cap price. The lowest valid price becomes the conversion price. A note may also include accrued interest. That balance converts into shares.
Planning Limits
Use the output as a planning model. It is not legal advice. Real documents can include pro rata rights, MFN clauses, liquidation preferences, warrants, and special definitions of capital stock. Those items can change final ownership. Still, the model gives a strong first view. It helps you spot dilution pressure early.
Practical Uses
Founders can use the calculator before investor calls. They can test how much ownership is sold. Investors can check whether a cap or discount creates the expected reward. Finance teams can export results for records. The chart gives a fast view of ownership after conversion and the future round.
Best Input Practice
Always enter current diluted shares carefully. Include issued shares, promised option shares, and reserved shares when required by your agreement. Then compare several cases. Try a high valuation, a low valuation, and a larger future round. This shows the range of possible outcomes.
Keep assumptions documented beside each export. Clear records make board reviews easier and reduce confusion when final financing documents use different definitions later during negotiation.
FAQs
1. What is a seed round conversion?
It is the process of turning seed financing terms into shares, ownership, dilution, and investor value. It often applies to convertible notes, SAFEs, or priced seed equity rounds.
2. What does a valuation cap do?
A valuation cap limits the valuation used for conversion. If the next round valuation is higher than the cap, the investor usually converts at a lower price.
3. How does a discount affect conversion?
A discount lowers the next round share price for the seed investor. A 20% discount means the investor pays 80% of the next round price.
4. Why include option pool shares?
Option pool shares affect dilution. A larger pool can reduce founder and investor ownership, especially when the pool is expanded before or during financing.
5. Does this calculator handle interest?
Yes. For convertible notes, it estimates simple accrued interest using principal, annual interest rate, and months outstanding. SAFEs usually do not include interest.
6. What is conversion price?
Conversion price is the share price used to convert the seed instrument into equity. It may come from the round price, discount price, or valuation cap price.
7. Is the result legally final?
No. The result is an estimate. Final ownership depends on legal documents, definitions, investor rights, option pool language, and closing mechanics.
8. Why compare different scenarios?
Scenario testing shows how ownership changes when valuation, cap, discount, option pool, or future investment changes. It helps improve planning and negotiation decisions.