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Angelcalc models the conversion of safes and/or convertible notes during an equity financing. It uses
techniques similar to those used by Microsoft Excel to make its calculations. The instructions below outline the
steps necessary to create and save a model of a particular financing. A sample model with two safes and a
$2,000,000 financing with a $8,000,000 pre-money valuation is automatically included to help demonstrate
what a conversion looks like. Detailed instructions for how to create your own model follow below.
STEP 1: For each convertible in the deal, click the Add New link to add that convertible to the model.
You will need the total investment in that convertible, including any interest, and the discount (if any) and cap (if any). You may also include
any investment you made using this convertible.
STEP 2: Fill in the following fields for the financing:
Your Investment | If you are an angel and invested in the round itself, enter the amount here. |

Total Investment | This is the total amount invested directly in the equity round (including yours, of course). |

Options / Post | This is the post-money unallocated pool of options as a percent of the total fully diluted post-money shares. This percentage is usually negotiated. |

Valuation | This is the company’s negotiated value, either pre or post money. |

Fully diluted pre-money shares | This is the company’s total fully diluted shares outstanding prior to this deal, including all allocated and unallocated options. |

Unallocated pre-money options | This is the count of options from any pre-money pool which remain to be allocated. They ARE included in the fully diluted pre-money share count above. |

- The initial cap table before any money is taken via convertibles
- The notional cap table that would exist if all convertibles converted prior to any equity round
- The cap table which will exist after the equity round is complete

Note: Convertibles.

The following convertibles are supported:

- Standard Y Combinator (YC) post-money safe (simple agreement for future equity) with a post-money cap and / or discount. New options defined in the equity round are NOT included in the pre-money for this convertible, although existing, but unissued one are. In fact, when you choose the post money safe you can choose the YC standard or customize as you like in terms of whether options are included or not.
- Standard Y Combinator (YC) pre-money safe (simple agreement for future equity) with a pre-money cap and / or discount. Note that all options, including new ones defined in the converting equity round as well as any existing options are assumed to be in the pre-money and thus do not dilute this convertible.
- Standard YC convertible note. This is a debt instrument and will usually include an interest rate and a maturity date - neither of which are modeled by Angelcalc.
- Custom Convert: This convertible is customizable in terms of when the cap or discount is used as well as the key components of the denominator used to divide the cap / valuation.
- Manual Convert: This convertible can be used in the event a convertible type is not known or supported. In that case you may simply enter the investment amount and the number of shares into which that investment converted. These will then be incorporated into the model.
- YCVC Safe: specialized vehicle for YC companies through Summer 2017.
- YCII Safe: specialized vehicle for YC companies Summer 2018 and Winter 2019
- YCII/III Post Safe: specialized vehicle for YC companies Winter 2019 and beyond

Note: Calculations

If there is any doubt as to the calculation used to determine the price at which a convertible converts and therefore the number of shares into which it converts, the "Show Calc" link next to each entry in the cap table gives the details of each calculation.

Note: Accuracy

It is highly unlikely that this model will give precisely the same values as an Excel model due to rounding differences even if the precision chosen is the same as used in Excel.

Disclaimer

The values calculated by this model are for comparison purposes only. Their accuracy is not guaranteed by the author. It is likely that this model will differ from Excel models of the same capitalization table, even when the inputs are identical due to rounding errors. No representation is made in any way as to which is the "correct" model in this case.