Calculate SAFE conversions for Dublin startups with Irish valuation benchmarks, Enterprise Ireland co-investment terms, and UK/European funding scenarios.
Dublin's startup ecosystem has matured dramatically over the past decade, with Silicon Docks becoming Europe's answer to Silicon Valley's concentration of tech talent and capital. But raising capital in Ireland—whether from Irish VCs, Enterprise Ireland, UK funds, or European cross-border investors—requires understanding how SAFE (Simple Agreement for Future Equity) instruments work in a EUR-denominated, Irish regulatory environment.
SAFEs have become the dominant pre-seed and seed fundraising instrument for Dublin startups, offering speed and simplicity compared to traditional priced equity rounds. But most SAFE calculators are built for US founders with USD valuations and Silicon Valley benchmarks that don't translate to Dublin's €2.5M-€5M pre-seed caps or Enterprise Ireland's co-investment terms.
This guide provides a comprehensive framework for modeling SAFE conversions, calculating dilution, and setting valuation caps that reflect Ireland's funding market in 2025.
A SAFE is a contractual agreement where an investor provides capital today in exchange for equity that will be issued in the future, typically when you raise a priced equity round (Series A or later). The SAFE converts into shares at that future round, with the conversion price determined by either a valuation cap or discount rate.
The key components of a SAFE are:
In Dublin's market, SAFEs are almost always issued with a valuation cap rather than just a discount. Irish and European investors expect caps to protect against unrealistic valuation inflation between pre-seed and seed rounds.
Setting the right valuation cap is critical—too high and investors will pass, too low and you'll dilute yourself unnecessarily. Here are current Dublin benchmarks based on stage:
Pre-seed SAFEs in Dublin typically have valuation caps between €2.5M and €5M post-money. This stage is characterized by:
A €3.5M valuation cap on a €300,000 raise means investors are buying approximately 8.6% of your company on a fully diluted basis at that cap.
Seed-stage SAFEs or priced rounds in Dublin range from €6M to €10M post-money valuation. Characteristics include:
At an €8M cap raising €1.5M, investors receive approximately 18.75% of the company post-money.
Some Dublin startups raise late-seed or bridge rounds before Series A with higher valuations:
These higher valuations (€12M-€15M) are reserved for startups demonstrating clear path to Series A metrics and strong revenue growth.
Let's walk through a realistic Dublin scenario to illustrate SAFE conversion mechanics:
You're raising a pre-seed round for your Dublin-based SaaS startup:
At this point, no equity is issued—the SAFE is just a promise of future shares.
You've grown to €50,000 MRR and raise a Series A:
Your SAFE holders convert at the valuation cap since €4M is significantly below the €12M pre-money valuation:
After the SAFE converts and Series A closes:
The SAFE investors' €400,000 at a €4M cap gave them 7.7% of a company now valued at €15M, a 2.88x return on paper in 18 months. Founders retained 76.9% after raising €3.4M total.
Enterprise Ireland's High Potential Start-Up (HPSU) funding program is a critical capital source for Dublin startups, but it introduces unique considerations for SAFE structures and cap tables.
HPSU provides up to €500,000 in equity investment for startups with potential to reach €1M+ in sales and 10+ employees within 3-4 years. Key terms:
Many Dublin startups layer SAFEs from angel investors with Enterprise Ireland HPSU funding. Here's a common structure:
In this scenario, Enterprise Ireland takes its 10% stake immediately as priced equity, while the SAFE converts later. When you raise Series A, both the SAFE holders and Enterprise Ireland maintain their positions, with Enterprise Ireland having the option to invest pro rata to avoid dilution.
If you raise €300,000 on a €3.5M SAFE cap and €400,000 from Enterprise Ireland at 10% equity, your post-money valuation is approximately €4.4M (€4M pre-money + €400,000 cash). The SAFE will convert later, but you should model it as if it's already converted to understand your fully diluted ownership:
Understanding how Dublin valuations compare to other European tech hubs helps you set competitive yet realistic SAFE caps and negotiate with cross-border investors.
London's mature tech ecosystem and larger funding market command premium valuations:
Dublin startups raising from UK investors should expect valuation discussions 15-25% below London benchmarks unless you have exceptional traction or competitive dynamics driving up your valuation.
Dublin's valuations are broadly in line with other tier-one European tech cities:
When pitching European investors, position Dublin valuations as competitive with continental benchmarks while emphasizing Ireland's unique advantages: English-speaking, common law jurisdiction, tech talent from Google/Meta/LinkedIn, and strong government support.
While the valuation cap gets the most attention, several other terms in your SAFE agreement materially affect your outcomes:
Y Combinator released a post-money SAFE template in 2018 that has become standard in Dublin's ecosystem. The key difference:
Use post-money SAFEs unless you have a specific reason not to—they're clearer, more founder-friendly, and expected by Irish and European investors.
Pro rata rights give SAFE holders the option to invest in your next round to maintain their ownership percentage. Most Dublin SAFEs include pro rata rights for investors committing €50,000+.
Example: If a SAFE holder owns 2% after conversion and you raise a €3M Series A that would dilute them to 1.6%, they can invest an additional €45,000 to maintain their 2% stake.
Pro rata rights are investor-friendly and generally acceptable for larger SAFE investments, but avoid granting them to small angel investors (€10K-€25K) who would complicate future rounds.
An MFN clause allows SAFE holders to adopt better terms if you issue SAFEs with superior terms to later investors before the conversion event. If you raise €200K at a €3M cap, then later raise €300K at a €2.5M cap, the early investors can elect to convert at the lower €2.5M cap.
MFN clauses are increasingly rare in Dublin's market but still appear in some angel SAFEs. Try to avoid them—they create complexity and can incentivize early investors to demand better terms than later investors who take more risk.
SAFEs typically convert upon a "qualified financing"—a priced equity round raising a minimum amount (usually €500K-€1M). Make sure your SAFE defines:
Learn from these frequent errors that create cap table problems or fundraising friction down the road:
Optimistic founders sometimes set €6M-€8M caps at pre-seed stage thinking it preserves equity. But if your Series A values the company at €10M-€12M, that high SAFE cap barely provides investors with upside and makes the next round harder to close. Set caps based on realistic market benchmarks, not wishful thinking.
SAFEs let you raise quickly without negotiating full equity terms, but raising €1M+ on stacked SAFEs with different caps creates complex dilution when they convert. If you're raising €800K+, consider a priced seed round instead of multiple SAFEs—it provides clarity and sets a clear price per share.
Many founders only think about current ownership after a SAFE round. But you need to model fully diluted ownership after the SAFE converts and after you've issued an employee option pool (typically 10-15% of post-money for Series A). Failing to model this can leave founders with 50-60% ownership after Series A instead of the 70-75% they expected.
If you're a Dublin startup raising from UK investors in GBP and Irish investors in EUR, make sure all SAFEs are denominated in the same currency (usually EUR for Irish companies). Currency fluctuations between SAFE issuance and conversion create confusion and potential disputes about conversion terms.
In Dublin's relatively small startup community, founders sometimes accept SAFE investments with handshake agreements on pro rata rights, board seats, or information rights without documenting them in side letters. Always memorialize all investor terms in writing—verbal agreements create misunderstandings during Series A diligence.
Whether you're using a spreadsheet or dedicated SAFE calculator tool, follow this process to model your dilution and cap table accurately:
Start with your current ownership structure. For most early-stage startups, this is just founders with 100% equity split according to your founder agreements.
For each SAFE (you may have multiple), input:
Include your employee option pool (typically 10-15% of post-money valuation) to see fully diluted ownership. Option pools dilute founders and existing investors proportionally.
Input your anticipated Series A:
The calculator will show:
Run multiple scenarios with different Series A valuations to understand your range of outcomes. What if your Series A values you at €10M instead of €15M? How much more dilution do you face?
There's no universal "right" ownership percentage, but here are typical ranges for Dublin startups at each stage:
If you're below 80% after pre-seed, you've either raised a large amount (€500K+) or set valuation caps too low.
If founders retain less than 50% after Series A, you've either raised at low valuations, raised too much capital relative to progress, or given away equity to early employees or advisors without corresponding value creation.
Dublin founders typically raise from a mix of Irish angels, Irish VCs, UK funds, and European investors. Here's how to approach SAFE negotiations with each:
Irish angels (often successful exits from tech giants or prior startups) typically invest €10K-€50K per person. They expect:
Irish angels are generally founder-friendly and value speed—provide a standard post-money SAFE, be clear about your cap, and close quickly.
Irish VCs like Frontline Ventures, ACT Venture Capital, and Tribal VC typically lead or co-lead seed rounds. They prefer priced equity rounds over SAFEs but will invest in SAFEs at pre-seed. Expect:
UK funds (Seedcamp, LocalGlobe, Episode 1) and European investors (Point Nine Capital, Balderton) increasingly invest in Dublin startups. They expect:
UK and European investors are sophisticated and move quickly—if you're raising from them, have your data room ready, articulate your Europe-wide go-to-market strategy, and demonstrate how Dublin's talent and cost advantages support efficient scaling.
One scenario founders often overlook: what happens if you receive an acquisition offer before your SAFEs convert?
Most SAFE agreements include a "liquidity event" clause specifying that if the company is acquired or goes public before a qualified financing, SAFE holders receive the greater of:
You raised €400K on a €4M post-money SAFE cap. Eighteen months later, before raising Series A, you receive a €10M acquisition offer.
The SAFE holders' €400K investment returns €1M, a 2.5x return. Founders retain €9M. This is why setting a reasonable valuation cap matters—it protects early investors if you exit before growing substantially, while still leaving founders with the majority of proceeds.
Maintaining a clean, accurate cap table from day one prevents headaches during fundraising and M&A diligence. Follow these practices:
Spreadsheets work for the first SAFE or two, but as you add investors, option grants, and future rounds, dedicated cap table software is essential. Popular options:
Keep signed copies of every SAFE agreement, side letter, founder vesting agreement, and option grant. Store them in a secure data room (Dropbox, Google Drive with restricted access, or DocSend) organized by category. You'll need all of this for Series A diligence.
Every time you issue a SAFE, grant options, or have a founder vesting event, update your cap table immediately. Quarterly updates are too slow—you need real-time visibility into ownership to make informed decisions.
Before accepting any investment or setting SAFE terms, model the fully diluted impact on your cap table through Series A. Use a SAFE calculator to run scenarios with different future valuations. Never agree to terms without understanding the ownership implications.
Watch out for these terms that signal an investor is pushing for excessive control or downside protection:
If you encounter these terms, push back or find different investors. Early-stage SAFEs should be simple and founder-friendly—complexity is a red flag.
Take advantage of these resources to support your SAFE modeling and fundraising process:
Dublin's unique combination of factors makes it particularly well-suited for efficient, founder-friendly SAFE-based fundraising:
Ireland's legal system is based on common law, similar to the UK and US, making SAFE agreements (developed in the US) straightforward to implement and enforce. This contrasts with civil law jurisdictions in continental Europe where SAFEs require more legal adaptation.
Access to English-speaking engineers, product managers, and sales professionals from Google, Meta, LinkedIn, and other Silicon Docks tech giants gives Dublin startups credibility with international investors who value experienced teams.
Dublin-based companies have natural access to the €15 trillion EU market while operating in an English-speaking, business-friendly environment. This makes the city attractive to UK and European investors looking for portfolio companies that can scale across borders.
Enterprise Ireland's co-investment programs, R&D tax credits, and startup support reduce the amount of dilutive private capital founders need to raise, allowing SAFEs to stretch further and extend runway.
SAFEs are perfect for pre-seed and early seed rounds, but at some point you need to transition to priced equity. Make the switch when:
In Dublin's market, most startups switch to priced equity at seed stage when raising €800K-€2M with institutional lead investors.
SAFEs are powerful fundraising tools that let Dublin founders raise capital quickly with minimal legal complexity. But used carelessly, they create dilution surprises, investor conflicts, and cap table problems that haunt you through Series A and beyond.
Set valuation caps based on realistic Dublin benchmarks (€2.5M-€5M pre-seed, €6M-€10M seed), use post-money SAFEs for clarity, model dilution through future rounds before signing, and keep your cap table clean with proper documentation and software.
Take advantage of Ireland's unique advantages—Enterprise Ireland co-investment, R&D tax credits, and access to experienced tech talent—to raise on favorable terms while preserving founder ownership.
Ready to model your SAFE conversion scenarios and calculate dilution with Irish valuation benchmarks? Use the Dublin SAFE Calculator at ICanPitch to build cap table projections, compare different valuation caps, and plan your fundraising strategy with confidence.
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