Pro-rata allow investors to buy more shares to maintain their ownership in future financing rounders. Here's an example:

  • Investor A purchases a post-money SAFE for $1,000,000 on $10,000,000. Before the equity round, Investor A owns 10% of the company ($1,000,000 / $10,000,000)

  • The company raises an equity round and takes in $5,000,000 on a $20,000,000 pre-money valuation from new investors.

  • Without a pro-rata, Investor A would be diluted by 25% from the new money in the round (25% = $5,000,000 / $20,000,000). Investors A maintains her 10% ownership by purchasing 10% of the shares in the equity round.

Option Pool Dilution: Many equity rounds increase the size of the option pool. Ex: The available option pool was previously 6%. The term sheet for the equity round requires increasing the equity pool to 10%. The equity pool size is calculated relative to all the shares in the company after the new round.

Investor A's pro-rata protects against dilution from the new money investment. However, Investor A is still diluted by the equity pool increase. In the example above, Investor A would be diluted by 4%.

Summary

  • SAFE Investors without pro-rata are diluted by the new money investors at the Series A and the option pool increases

  • SAFE Investors with pro-rata are only diluted by the option pool increases

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