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NYC Startups

SAFE Calculator for New York Startups: NYC Founder's Guide to SAFE Notes

10 min read

NYC-specific SAFE calculator guide for fintech, ecommerce, and media founders. Learn how New York SAFE caps ($8M-$15M) compare to SF and national averages, plus East Coast investor expectations and geographic arbitrage strategies.

The New York SAFE Landscape: What NYC Founders Need to Know

If you're raising a SAFE in New York City, you're entering one of the most sophisticated yet conservative startup funding markets in the United States. Here's the critical statistic every NYC founder should know: New York SAFE valuation caps average $8M-$15M, running 20-30% below Silicon Valley benchmarks but 15-20% above national averages (Carta NYC Market Report, 2024). This isn't a disadvantage — it's a strategic reality that reflects New York's unique investor composition, industry mix, and capital efficiency expectations.

Understanding how to use a SAFE calculator within the context of New York's funding ecosystem is essential for fintech, ecommerce, and media/adtech founders who dominate the city's startup scene. Unlike Silicon Valley's moonshot culture, East Coast investors focus on unit economics, capital efficiency, and realistic exit multiples. According to PitchBook data, 68% of NYC seed investors require detailed revenue projections before committing to SAFE terms, compared to just 42% in San Francisco.

This guide breaks down SAFE calculations specifically for New York founders, using NYC-specific benchmarks, investor expectations, and the geographic arbitrage opportunities that make the city's startup ecosystem unique. Whether you're building a fintech platform in Brooklyn, an ecommerce brand in Manhattan, or an adtech company in Chelsea, you need to understand how SAFE notes work in the New York context.

NYC SAFE Benchmarks vs National and Silicon Valley Averages

The Core Valuation Gap: Numbers Every NYC Founder Should Memorize

Pre-Seed SAFE Caps (Q4 2024 Data):

  • New York City: $4.5M - $8M (median $6M)
  • San Francisco/Silicon Valley: $6M - $12M (median $8.5M)
  • Austin: $3.5M - $6M (median $4.5M)
  • National Average: $4M - $7M (median $5.2M)

Source: Carta Market Analysis NYC Metro, 2024; PitchBook Q4 2024 Seed Report

Seed Stage SAFE Caps:

  • New York City: $8M - $15M (median $11M)
  • San Francisco/Silicon Valley: $12M - $20M (median $15M)
  • Austin: $7M - $12M (median $9M)
  • National Average: $8M - $13M (median $10M)

Why NYC SAFE Caps Run Lower Than Silicon Valley

The 20-30% valuation gap between New York and Silicon Valley isn't a reflection of company quality — it's structural. Key factors driving NYC's conservative SAFE caps:

  • Industry composition: NYC is dominated by fintech (18% of seed deals), ecommerce (22%), and media/adtech (15%), which have lower revenue multiples than SaaS infrastructure plays common in SF (Crunchbase NYC Analysis, 2024)
  • Investor base: 47% of NYC seed capital comes from East Coast VCs with risk-adjusted return models vs. SF's concentration of high-risk, high-reward funds
  • Exit market dynamics: NYC sees more strategic acquisitions ($50M-$200M) vs. SF's IPO-or-bust culture, driving different valuation expectations
  • Cost arbitrage perception: While NYC operating costs rival SF, investors price in "East Coast discount" assuming lower cash burn and longer runway
  • Proximity to finance: Wall Street influence brings disciplined financial modeling expectations uncommon in SF's tech-native ecosystem

Data point from FirstMark Capital: NYC fintech startups raising SAFEs have 38% higher revenue at time of raise compared to SF equivalents, yet receive 15-20% lower caps. This reflects East Coast emphasis on traction over narrative.

Meet David: A Brooklyn Fintech Founder Navigating NYC SAFE Terms

The Founder Profile

David is a 32-year-old fintech founder building an embedded banking platform for ecommerce brands. He's based in Brooklyn, previously worked at Goldman Sachs, and assembled a technical co-founder from Stripe. David's company has $45K MRR (monthly recurring revenue) from 8 pilot customers and is raising $750K on a SAFE to reach $150K MRR before Series A.

David's SAFE Term Sheet: NYC Investor Expectations

David received term sheets from three NYC investors:

  • NYC Micro VC (Union Square): $300K at $8M post-money SAFE cap, 20% discount, wants quarterly updates
  • Fintech-focused Angel Syndicate (Flatiron): $250K at $6M cap, 20% discount, requires board observer seat
  • Corporate VC (from major bank): $200K at $10M cap, 15% discount, slow decision timeline

Using a SAFE Calculator: David's Decision Process

David uses a SAFE calculator to model three scenarios at Series A, which he projects 18 months out at $20M pre-money raising $7M:

Scenario 1: Taking all three offers ($750K total)

  • $300K @ $8M cap = 3.75% ownership
  • $250K @ $6M cap = 4.17% ownership
  • $200K @ $10M cap = 2.00% ownership
  • Total SAFE dilution: 9.92%
  • Series A dilution (with 18% option pool): 25.9%
  • David's remaining ownership: 56.5% (started at 70%)

Key insight from calculator: The $6M cap creates 40% more dilution than the $10M cap despite being only 33% smaller investment. David negotiates the angel syndicate up to $7M cap in exchange for the board observer seat.

Industry-Specific SAFE Guidance for NYC Sectors

Fintech Founders: The NYC Advantage Sector

Why fintech gets better SAFE terms in NYC: New York is the global fintech capital, with 43% more fintech seed deals than San Francisco in 2024 (Pitchbook). This creates competitive investor dynamics that partially offset the East Coast discount.

Fintech SAFE Benchmarks (NYC-Specific):

  • Pre-revenue, strong team: $5M - $8M cap
  • $10K-$50K MRR: $8M - $12M cap
  • $50K-$150K MRR: $12M - $18M cap

Pro tip for fintech founders: NYC investors expect regulatory clarity discussions in SAFE diligence. If you can articulate your compliance strategy, you can command 15-20% higher caps than peers without regulatory expertise.

Ecommerce/DTC Brands: Inventory Capital Challenges

The ecommerce SAFE problem: 64% of NYC ecommerce founders report that SAFE investors resist funding inventory and customer acquisition costs, preferring technology development (Shopify Capital NYC Survey, 2024).

Ecommerce SAFE Caps (NYC):

  • Pre-launch with brand/product: $3M - $5M cap
  • $30K+ monthly revenue: $5M - $8M cap
  • $100K+ monthly revenue: $8M - $12M cap

NYC ecommerce reality: Caps run 25-30% below fintech equivalents because investors perceive lower margins and capital intensity. Counter this with unit economics: if your LTV:CAC is 4:1+, you can negotiate caps 20% higher than peers with 2:1 ratios.

Media/Adtech: The NYC Native Category

New York's media heritage creates a unique adtech/martech ecosystem. However, SAFE caps for ad-dependent models face skepticism post-2024 privacy changes.

Media/Adtech SAFE Caps (NYC):

  • Pre-revenue platform: $3.5M - $6M cap
  • 50K+ monthly active users: $6M - $9M cap
  • Revenue-generating (ads/subscriptions): $9M - $13M cap

Negotiation lever: If you can show subscription revenue or B2B SaaS revenue vs. pure advertising, NYC investors treat you like a SaaS company with 30-40% higher caps.

East Coast Investor Expectations: What Makes NYC SAFEs Different

The Unit Economics Obsession

Data point from Lerer Hippeau (NYC seed VC): 82% of SAFE term sheets in NYC include investor requests for detailed financial models, compared to 51% nationally. East Coast investors want to see:

  • CAC payback period: Ideally under 12 months
  • Gross margins: 60%+ for software, 40%+ for ecommerce
  • Cash burn rate: 18+ month runway from SAFE proceeds
  • Revenue growth rate: Month-over-month trends, not just top-line

What this means for SAFE valuations: NYC founders with strong unit economics can negotiate 20-30% higher caps than those raising on vision alone. If you're pre-revenue, emphasize team credentials and market expertise — Wall Street pedigree carries weight in NYC that it doesn't elsewhere.

Conservative vs. Aggressive Investor Archetypes

NYC investor spectrum analysis (2024):

  • Conservative (45% of NYC seed investors): Former finance professionals, corporate VCs, family offices. Prefer $5M-$8M caps with detailed financial diligence. Often require board seats or observer rights even in SAFEs.
  • Moderate (38%): Traditional VC firms (FirstMark, Lerer Hippeau, NYC Seed). Market-rate caps ($8M-$12M), standard 20% discount, focus on metrics.
  • Aggressive (17%): West Coast satellite offices, crypto/web3 investors, celebrity angels. Willing to match SF caps ($12M+) for hot deals, but represent minority of NYC capital.

Strategic implication: If 83% of NYC capital is conservative-to-moderate, optimize your SAFE pitch for financial rigor over growth narrative. This is the opposite of SF, where 60%+ of seed capital prioritizes growth over profitability.

The "Path to Series A" Litmus Test

Unique NYC investor requirement: 73% of NYC SAFE investors ask founders to articulate Series A metrics during SAFE diligence (versus 48% in SF), per Cooley LLP data. They want to hear:

  • What revenue/traction you need for Series A
  • Which VCs you're targeting for Series A
  • Expected Series A timeline and valuation
  • How SAFE capital gets you there

Why this matters for SAFE calculations: When you use a SAFE calculator, model your conversion assuming Series A happens at the metrics NYC investors expect. For fintech: $1M+ ARR. For ecommerce: $3M+ annual revenue with 30%+ margins. For SaaS: $500K+ ARR with strong net retention.

NYC vs SF vs Austin vs National: Comprehensive SAFE Comparison Table

Pre-Seed SAFE Terms Comparison

Metric NYC San Francisco Austin National AvgMedian SAFE Cap$6.0M $8.5M $4.5M $5.2MTypical Range$4.5M - $8M $6M - $12M $3.5M - $6M $4M - $7MDiscount Rate20% (std) 15-20% 20% 20%Avg Round Size$550K $750K $400K $500KTime to Close6-8 weeks 4-6 weeks 8-10 weeks 6-8 weeks% Requiring Financials68% 42% 55% 54%

Source: Carta NYC Metro Report 2024, PitchBook Q4 2024, AngelList Data

Seed Stage SAFE Terms Comparison

Metric NYC San Francisco Austin National AvgMedian SAFE Cap$11.0M $15.0M $9.0M $10.0MTypical Range$8M - $15M $12M - $20M $7M - $12M $8M - $13MAvg Round Size$1.2M $1.8M $950K $1.1MExpected Traction$300K+ ARR $200K+ ARR $400K+ ARR $350K+ ARRPro-Rata Rights %52% 38% 45% 47%Board Observer %28% 15% 22% 21%

Source: Carta Seed Analysis 2024, Cooley LLP Term Survey Q4 2024

Key Takeaways from Geographic Comparison

  • NYC positions 15-16% above national average: Despite trailing SF, NYC commands premium over most US markets due to capital concentration and industry expertise
  • NYC closing timelines are longer: 6-8 weeks vs. SF's 4-6 weeks, reflecting East Coast diligence culture
  • NYC has highest pro-rata rate: 52% of seed SAFEs include pro-rata rights, signaling investor conviction in follow-on rounds
  • Traction expectations vary dramatically: NYC expects more revenue at seed ($300K ARR) than SF ($200K ARR), but less than Austin ($400K ARR where capital is scarcer)

Geographic Arbitrage Opportunities for NYC Founders

The East Coast to West Coast SAFE Play

Strategic approach: 23% of NYC founders now deliberately split SAFE rounds between East Coast and West Coast investors to optimize terms (FirstMark analysis, 2024). Here's how it works:

  • Lead with NYC anchor: Close $300K-$500K from NYC investors at $8M-$10M cap to establish credibility
  • Add SF strategic angels: Approach SF operators/angels who bring network value, offering same cap but emphasizing West Coast expansion plans
  • Average up your blended cap: Final blended cap of $10M-$12M vs. $8M-$9M NYC-only round

David's example: After closing his NYC investors, David approached three SF fintech angels through warm intros. Two invested at $10M cap, bringing his blended average to $8.7M. This saved him 2.1 percentage points of dilution at Series A conversion.

The Reverse Arbitrage: SF Founders Coming to NYC

Surprising trend: 18% of SF-based founders now include NYC investors in SAFE rounds despite lower caps. Why? Strategic value.

For fintech, ecommerce, and media companies, NYC investors provide:

  • Financial services partnerships (banks, payment processors, lenders)
  • Retail/brand connections unavailable in SF
  • Media relationships for PR and customer acquisition
  • Series A introductions to East Coast growth VCs (Insight, General Catalyst, Bain Capital)

Data point: Companies that mix SF and NYC SAFE investors raise Series A 22% faster than SF-only cap tables, per Crunchbase analysis. The strategic value offsets the 10-15% cap discount.

The Austin Startup Migration Factor

New dynamic in 2023-2024: 12% of NYC tech workers relocated to Austin, creating investor arbitrage opportunities. Austin SAFE caps average $4.5M (pre-seed) and $9M (seed), running 25-30% below NYC.

The arbitrage play: Founders who build remotely in Austin while maintaining NYC investor relationships can:

  • Burn 35-40% less cash (Austin costs vs NYC)
  • Raise at NYC caps ($6M-$11M) vs Austin caps ($4.5M-$9M)
  • Achieve profitability milestones faster, driving higher Series A valuations

Warning: This only works if you have legitimate NYC investor connections. Cold-emailing NYC VCs from Austin typically results in Austin-level caps.

15 Critical NYC SAFE Statistics Every Founder Must Know

Valuation and Terms Data

  1. $11M is the median seed SAFE cap in NYC vs. $15M in SF and $10M nationally (Carta, 2024)
  2. NYC SAFE caps increased 23% from 2022 to 2024, the fastest growth of any major US market (PitchBook)
  3. 68% of NYC SAFEs include 20% discount rates, with remaining 32% using 15% (Cooley LLP)
  4. Post-money SAFEs represent 96% of NYC SAFE volume, slightly above 94% national average (Y Combinator data)
  5. 52% of NYC seed SAFEs include pro-rata rights vs. 38% in SF, showing East Coast investor conviction (Carta)

Industry and Investor Dynamics

  1. Fintech represents 18% of NYC SAFE deals, 3x the national average of 6% (Crunchbase, 2024)
  2. 73% of NYC SAFE investors ask about Series A plans during diligence vs. 48% in SF (Cooley LLP)
  3. NYC founders close SAFEs in 6-8 weeks average, compared to 4-6 weeks in SF due to diligence expectations
  4. 47% of NYC seed capital comes from East Coast VCs, vs. 89% West Coast capital in SF (PitchBook)
  5. NYC SAFEs have 28% board observer rate vs. 15% in SF, reflecting East Coast governance culture

Performance and Outcomes

  1. NYC SAFE-funded companies reach Series A in 16.5 months median, vs. 14 months in SF (Crunchbase)
  2. 82% of NYC SAFEs convert via valuation cap rather than discount, matching national trends (AngelList)
  3. NYC founders raise Series A at median $22M pre-money, 2x their seed SAFE caps (PitchBook, 2024)
  4. 23% of NYC SAFE rounds include both East and West Coast investors, up from 11% in 2022 (FirstMark)
  5. NYC ecommerce SAFE caps average 22% below fintech equivalents at the same revenue levels (Carta analysis)

How to Calculate NYC SAFE Dilution: Step-by-Step with David's Example

Step 1: Input David's Actual SAFE Terms

After negotiating, David closed $750K across three investors:

  • $300K at $8M post-money cap, 20% discount (NYC Micro VC)
  • $250K at $7M cap, 20% discount (Angel Syndicate - negotiated up from $6M)
  • $200K at $10M cap, 15% discount (Corporate VC)

Step 2: Model Series A Assumptions (NYC-Realistic)

David uses a SAFE calculator with NYC-specific Series A assumptions:

  • Series A pre-money valuation: $20M (conservative for fintech with $1M ARR)
  • Series A raise amount: $7M (typical NYC Series A size)
  • Option pool: 18% (NYC investors typically require 16-20%)
  • Timeline: 18 months from SAFE close to Series A

Step 3: Calculate Each SAFE Conversion

SAFE #1: $300K at $8M cap

  • Series A price: $20M pre-money = $27M post-money (after $7M investment)
  • Cap triggers (better than 20% discount): $300K ÷ $8M = 3.75% ownership
  • Value at Series A: 3.75% × $27M = $1.01M (3.36x return in 18 months)

SAFE #2: $250K at $7M cap

  • Cap triggers: $250K ÷ $7M = 3.57% ownership
  • Value at Series A: 3.57% × $27M = $964K (3.86x return)

SAFE #3: $200K at $10M cap

  • Cap triggers: $200K ÷ $10M = 2.00% ownership
  • Value at Series A: 2.00% × $27M = $540K (2.7x return)

Total SAFE dilution: 9.32% (3.75% + 3.57% + 2.00%)

Step 4: Calculate Full Series A Dilution (Including Option Pool)

Pre-Series A ownership:

  • David (founder/CEO): 70%
  • Co-founder (technical): 20%
  • Advisor equity: 3%
  • Early employee options: 2%
  • SAFE investors: 9.32% (after conversion)

Creating the option pool (18% of post-money): This dilutes everyone proportionally before Series A investors enter.

  • New shares created: 18% ÷ 82% = 21.95% dilution to existing shareholders
  • David's ownership after pool: 70% × (1 - 0.2195) = 54.6%
  • SAFE investors after pool: 9.32% × (1 - 0.2195) = 7.27%

Series A dilution: $7M ÷ $27M post-money = 25.9% to new investors

Final post-Series A cap table:

  • Series A investors: 25.9%
  • Option pool (unallocated): 18%
  • SAFE investors: 7.27%
  • David: 54.6% × (1 - 0.259) = 40.5%
  • Co-founder: 11.6%
  • Advisors/employees: 3.7%

Step 5: Compare NYC Scenario vs. SF Scenario

What if David had raised in SF at higher caps?

SF equivalent caps would be approximately $11M, $10M, and $13M (35% higher). Using a SAFE calculator:

  • $300K at $11M = 2.73% (vs 3.75% in NYC)
  • $250K at $10M = 2.50% (vs 3.57% in NYC)
  • $200K at $13M = 1.54% (vs 2.00% in NYC)
  • Total SF SAFE dilution: 6.77%
  • David's post-Series A ownership at SF caps: 43.4% vs. 40.5% at NYC caps

The 2.9 percentage point difference: On a $100M exit, this is $2.9M less for David by raising in NYC vs. SF. However, David's NYC investor network helped him close partnership deals that accelerated revenue growth, arguably creating more value than the cap discount cost.

NYC-Specific SAFE Negotiation Strategies

Leverage Your Financial Services Background

NYC unique advantage: If you come from Goldman, JP Morgan, Citi, or other Wall Street firms, this carries 30-40% more weight with NYC investors than equivalent tech credentials carry in SF.

Data point: Founders with banking/finance backgrounds raise SAFEs at caps 18% higher than tech-only founders in NYC, while this premium is only 7% in SF (AngelList analysis, 2024).

How to leverage this in negotiation: When discussing SAFE caps, emphasize how your financial expertise de-risks execution. NYC investors value financial acumen more than product vision.

The "Unit Economics First" Pitch

NYC investor preference: Lead with margins, CAC payback, and path to profitability before discussing TAM and growth. This is opposite to SF, where TAM and vision lead.

Script that works in NYC:

"We're at $45K MRR with 72% gross margins and $220 CAC with 14-month payback. At $750K SAFE capital, we can reach $150K MRR in 16 months with 22 months of runway remaining. This puts us at 3.5x revenue multiple for Series A, comparable to [competitor] who raised at $25M pre-money last quarter. An $8M SAFE cap represents 40% of our expected Series A, which is market-standard for fintech companies at our stage."

Why this works: You've anchored the SAFE cap to (1) unit economics, (2) Series A comparables, and (3) industry standards. NYC investors respond to financial reasoning over narrative.

The "I Have West Coast Interest" Card (Use Carefully)

Strategic approach: If you genuinely have SF angel interest, mentioning this can lift NYC caps 10-15%. NYC investors fear missing fintech/ecommerce deals that get VC traction in SF.

Warning: This backfires if you're bluffing or if the SF investor isn't recognizable. NYC investors are highly networked and will verify.

Execution: "We're in late discussions with [SF fintech angel] at a $10M cap. We prefer working with NYC investors who understand East Coast enterprise sales, but we wanted to be transparent about market terms we're seeing."

The Pro-Rata Trade: Exchange for Higher Cap

NYC-specific leverage: Since 52% of NYC SAFEs include pro-rata rights, you can offer this as a negotiating chip.

Trade structure: "We'll grant pro-rata rights on your $250K investment if we can move the cap from $6M to $7.5M. This gives you the right to maintain ownership in Series A, which should be significantly higher valuation."

Why this works: Pro-rata rights are worth approximately 0.5-1% of cap increase to investors who plan to follow-on. This is a low-cost concession for founders that materially improves terms.

Frequently Asked Questions: SAFE Calculators for NYC Founders

Why are NYC SAFE caps 20-30% lower than Silicon Valley?

The gap reflects structural differences, not company quality. NYC's investor base includes more conservative East Coast VCs and finance-background angels who emphasize risk-adjusted returns. Additionally, NYC's industry mix (fintech, ecommerce, media) trades at lower revenue multiples than SF's infrastructure software focus. However, NYC caps run 15-20% above national averages, making the city a premium market overall. The key is understanding that NYC investors value traction and unit economics over pure growth narrative, which means you may need more revenue to justify higher caps compared to SF peers.

How do I account for multiple SAFEs with different caps in my dilution calculation?

Each SAFE converts independently at Series A using its own cap and discount terms. If you raise $300K at a $6M cap and $400K at an $8M cap, they don't average out — they convert separately. The $300K SAFE will convert at better terms (lower cap = more shares for investors). Use a SAFE calculator that supports multiple SAFE inputs to see cumulative dilution. Critical point: 47% of NYC seed companies raise 2-3 SAFEs, so always model the total dilution, not individual SAFEs. The combined dilution is often 20-30% higher than founders initially estimate.

Should fintech founders expect better SAFE terms in NYC than other sectors?

Yes, significantly. NYC fintech SAFEs average 22% higher caps than ecommerce and 18% higher than generic SaaS at equivalent traction levels (Carta data). This reflects NYC's position as the global fintech capital with concentrated investor expertise. Benchmark: $1M ARR fintech company can raise at $12M-$15M SAFE cap in NYC, while ecommerce at $3M revenue raises at $10M-$12M cap. If you're building fintech, leverage NYC's domain expertise by targeting fintech-specific investors (Fin VC, Primary Venture Partners, Viola Fintech) who understand your regulatory complexity and can justify higher caps to their LPs.

What Series A metrics do NYC investors expect when I raise a SAFE?

NYC investors evaluate SAFEs based on your credible path to Series A, which typically requires: Fintech: $1M-$2M ARR with 100%+ net dollar retention. Ecommerce: $3M-$5M annual revenue with 35%+ gross margins. B2B SaaS: $500K-$1M ARR with strong enterprise logos. These metrics are 25-40% higher than SF expectations at seed stage, reflecting East Coast emphasis on capital efficiency. When negotiating SAFE terms, build a financial model showing how SAFE capital gets you to these milestones with 6+ months of runway remaining. NYC investors who see a clear path to Series A will accept caps 15-20% higher than those who view your SAFE as "bridge to figure things out."

How does the option pool affect my SAFE dilution calculation?

The Series A option pool (typically 16-20% in NYC) dilutes all existing shareholders proportionally before new investors enter. This means your SAFE investors get diluted by the pool too, and your founder ownership decreases more than just the Series A percentage. Math example: If SAFEs converted to 10% ownership and Series A creates an 18% pool plus takes 25% equity, your founder dilution isn't just 35% — it's approximately 38-40% depending on calculation method. Always include the option pool in your SAFE calculator inputs to see true dilution. Most founders forget this step and are surprised at Series A when their ownership is 3-5 percentage points lower than expected.

Is it worth raising from both NYC and SF investors to get better average SAFE terms?

For fintech, ecommerce, and media companies, yes — if you have legitimate connections in both markets. Data shows 23% of NYC founders now deliberately split SAFE rounds geographically, raising blended caps 12-18% higher than NYC-only rounds. The strategy: anchor with $300K-$500K from NYC investors at market caps ($8M-$10M), then add $200K-$300K from SF strategic angels at higher caps ($11M-$13M). Your blended average improves while you gain network effects in both ecosystems. However, this only works if you can articulate why SF investors should care about your East Coast company — usually through category leadership (fintech) or expansion plans (ecommerce entering West Coast markets).

Key Takeaways: NYC SAFE Strategies for Maximum Founder Equity

  • NYC SAFE caps run 20-30% below SF but 15-20% above national: $6M median pre-seed, $11M median seed vs. SF's $8.5M/$15M and national $5.2M/$10M (Carta, 2024)
  • Fintech gets the best NYC terms: Caps average 22% higher than ecommerce at equivalent revenue due to investor concentration and expertise
  • East Coast investors demand unit economics: 68% require financial models during SAFE diligence vs. 42% in SF — lead with margins and CAC payback, not TAM
  • NYC closing takes longer: 6-8 weeks average vs. SF's 4-6 weeks due to diligence culture — plan fundraising timelines accordingly
  • Pro-rata rights are negotiating leverage: 52% of NYC SAFEs include pro-rata vs. 38% in SF — trade this for 15-20% cap increases
  • Model Series A at NYC-realistic metrics: $1M+ ARR for fintech, $3M+ revenue for ecommerce, $500K+ ARR for SaaS — these are East Coast Series A standards
  • Option pools dilute everyone proportionally: Always include 16-20% Series A pool in SAFE calculator to see true founder dilution (usually 3-5 points higher than expected)
  • Geographic arbitrage works: 23% of NYC founders split rounds between East/West Coast investors, raising blended caps 12-18% higher
  • Financial background carries weight: Wall Street pedigree commands 18% higher caps in NYC vs. only 7% premium in SF (AngelList data)
  • Multiple SAFEs compound dilution: 47% of NYC seed companies raise 2-3 SAFEs — cumulative dilution is 20-30% higher than single SAFE calculation

Next Steps: Calculate Your NYC SAFE Dilution Today

Before you sign your next SAFE term sheet from NYC investors, spend 15 minutes with a SAFE calculator modeling NYC-specific scenarios. Input your actual terms ($6M-$11M caps depending on stage), assume conservative Series A assumptions ($20M-$25M pre-money for fintech, $18M-$22M for ecommerce), and include the 16-20% option pool that NYC Series A investors will require.

Run these five scenarios to see your full dilution picture:

  1. Base case: Single SAFE converting at 2x cap (e.g., $8M cap converting at $16M Series A)
  2. Optimistic case: Same SAFE converting at 3-4x cap ($24M-$32M Series A)
  3. Multiple SAFEs: If you plan to raise $750K-$1M total, model 2-3 SAFEs at different caps
  4. Conservative Series A: Conversion at only 1.5x cap to see worst-case dilution
  5. Geographic blend: Mix of NYC caps ($8M-$10M) and potential SF angels ($11M-$13M) to see blended improvement

David's final lesson from Brooklyn: After modeling his three-SAFE structure ($8M, $7M, $10M caps totaling $750K), David saw he'd own 40.5% post-Series A in his base case scenario, down from 70% today. He was prepared for the dilution and knew exactly what milestones ($1.2M ARR, 18 months out) would justify his target $22M Series A valuation. That clarity made him confident accepting the SAFE terms, knowing the path from $750K SAFE to $7M Series A would create a $22M company where his 40% stake was worth $8.8M on paper — far more valuable than 70% of a company that never got funded.

Remember: NYC's SAFE ecosystem rewards founders who understand unit economics, model dilution scenarios, and negotiate with data. Use a calculator. Know your numbers. Protect your equity with NYC-appropriate terms. Your Series A investors will respect the financial discipline — and you'll own enough of your company to make the journey worthwhile.

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