SAFE Note

A Simple Agreement for Future Equity — a Y Combinator-created instrument that gives investors the right to future equity without setting a valuation upfront. Unlike convertible notes, SAFEs carry no interest rate and no maturity date, making them the simplest early-stage funding instrument.

What Is a SAFE Note?

A SAFE (Simple Agreement for Future Equity) is a financing instrument created by Y Combinator that gives investors the right to receive equity in a future priced round. Unlike a convertible note, a SAFE is not debt — it has no interest rate, no maturity date, and no repayment obligation. It is the most common instrument for pre-seed and seed-stage fundraising.

How a SAFE Converts to Equity

When a qualifying priced round occurs, the SAFE automatically converts into shares of preferred stock. The conversion price is determined by a valuation cap (maximum price per share) or a discount (percentage reduction from the round price) — whichever gives the SAFE holder more shares. Post-money SAFEs (the current Y Combinator standard) make it clear exactly what percentage of the company the SAFE holder will own at conversion.

SAFE vs. Convertible Note: Which Should You Use?

SAFEs are simpler, faster, and cheaper to execute. They are preferred for seed-stage raises under $2M where speed matters. Convertible notes offer investors more protections (interest, maturity enforcement) and are preferred when investors want debt-like downside protection. For founders seeking alternatives to equity entirely, consider non-dilutive funding.

Frequently Asked Questions

A post-money SAFE specifies the valuation cap as a post-money valuation — meaning it includes the SAFE investment itself. This makes ownership math clear: a $500K SAFE with a $5M post-money cap gives the investor exactly 10% at conversion ($500K / $5M). The Y Combinator standard SAFE is post-money.
There is no legal limit, but stacking multiple SAFEs compounds dilution quickly. Each SAFE converts at the next priced round, and founders often underestimate the cumulative ownership impact. Model total dilution from all outstanding SAFEs before issuing additional ones. Many advisors recommend keeping total SAFE capital under 15-20% of your expected next-round valuation.
SAFEs do not appear as equity on the cap table until they convert, but they should be tracked as potential dilution. Best practice is to maintain a pro-forma cap table showing both current ownership and the post-conversion scenario. This gives you and your investors a clear picture of what the cap table will look like after the next priced round triggers conversion.

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