Ask HN: Help me with the dilution math?
3 comments
I'd love it if someone can eli5 this outlined scenario. It does sound fascinating. I've tried googling about SAFEs but still a bit confused.
TechCrunch had an article about this a month ago: https://techcrunch.com/2017/07/08/why-safe-notes-are-not-saf... (interestingly - an investment note created by Y Combinator in 2013 (https://www.ycombinator.com/documents)).
>"We have observed the following in our own recent direct experience investing in SAFE and convertible notes: that many founders have a tendency to associate the valuation cap on a note with the future floor for an equity round; that they further assume that any note discount implies the minimum premium for the next equity round; and that many founders don’t do the basic dilution math associated with what happens to their personal ownership stakes when these notes actually convert into equity. By kicking the valuation can down the road, often multiple times, a hangover effect develops: Entrepreneurs who don’t do the capitalization table math end up owning less of their company’s equity than they thought they did. And when an equity round is inevitably priced, entrepreneurs don’t like the founder dilution numbers at all. But they can’t blame the VC, they can’t blame the angels, so that means they can only blame… oops!"
>"We have observed the following in our own recent direct experience investing in SAFE and convertible notes: that many founders have a tendency to associate the valuation cap on a note with the future floor for an equity round; that they further assume that any note discount implies the minimum premium for the next equity round; and that many founders don’t do the basic dilution math associated with what happens to their personal ownership stakes when these notes actually convert into equity. By kicking the valuation can down the road, often multiple times, a hangover effect develops: Entrepreneurs who don’t do the capitalization table math end up owning less of their company’s equity than they thought they did. And when an equity round is inevitably priced, entrepreneurs don’t like the founder dilution numbers at all. But they can’t blame the VC, they can’t blame the angels, so that means they can only blame… oops!"
Later on, you want to do a priced round at a 2M valuation. Since 2M > 1M, all of the ten seed round investors will receive 10%, correct? So you will lose exactly 100% of your company.
It seems safes can be dangerous.