Simple Agreement for Future Equity, or SAFE, is an increasingly popular instrument for fundraising especially at the earliest stages of a startup. SAFEs were really formalized by Y-Combinator in late 2013 (more on their website) and is a third major alternative, aside from equity and debt. Much has been written around SAFEs, this post is focused on highlighting the biggest pros and cons with an eye on why they aren’t uniformly the best option.
1) Definitions — Think of fundraising as follows:
i) Equity — An investor gives capital, you give them shares / ownership in your company.
ii) Debt — An investor gives capital, you promise to pay back the loan usually with interest. A very specific type of debt is the convertible note, which we have talked about before, and provides terms on how to convert the debt into equity in the future.
iii) SAFE — An investor gives you capital, it doesn’t have any interest rate or negotiable terms other than the discount rate and/or cap at which it will get converted into equity in the future. Both convertible notes and SAFEs are convertible securities but the former is debt and the latter is not, a very important distinction (see more under Flexibility).
2) Speed — SAFEs are short documents with most of the terms defined. So it allows for quicker agreements between investors and entrepreneurs, in the order of days rather than weeks (typical of convertible notes) or months (typical of equity) This doesn’t mean they are simple — entrepreneurs and investors should still make sure to understand the various pre-defined terms in the agreement such as what liquidation preference means. Also, the speed means SAFEs tend to attract investors who do less diligence, often individuals or funds playing a spray and pray strategy, which will likely be less involved in helping your startup.
3) Costs — Because of its simplicity the SAFE also ensures legal costs are as low as possible. Costs are especially onerous to entrepreneurs since in most ecosystems the norm is the startup covers the legal diligence for the lead investor. But with low costs in terms of time and money also comes a perverse incentive to being perpetually open to raising money at higher and higher valuations, which can backfire on an entrepreneur who doesn’t factor in their future dilution. Indeed, SAFEs are not safe if you disregard a strategy around them.
4) Flexibility — For an entrepreneur the SAFE gives the ability to raise money with no fixed timelines, trigger to convert into equity, or pay an interest similar to a convertible note. This is most helpful in the earliest stages of a startup, especially pre-seed (you have a powerpoint) and seed (you have a prototype). I have personally not seen SAFEs in later rounds such as series A (you have product-market fit) or B (business model taking off) but they could conceivably happen. What is much more common is intermediary financing (call it A extension, B prime etc) where there is an upround (equity) or a discount towards the next round (convertible note).
5) Discount And Cap — So what discount and cap should an entrepreneur set? SAFEs are by and large popular in mature ecosystems like Silicon Valley and NYC, and the norm in those ecosystems is for a 20% discount and a cap that is 4-5x the amount you are raising, say a $2M round at a $8-10M cap. Given SAFEs are considerably founder-friendly relative to other instruments, chances are an investor will be even harder pressed to accept a lower discount or a higher cap. Uncapped SAFE notes do happen — but they are the exception to the rule and there is a strong argument for entrepreneurs to avoid them since they do raise expectations hugely.
Originally published on “Data Driven Investor,” am happy to syndicate on other platforms. I am the Managing Partner and Cofounder of Tau Ventures with 20 years in Silicon Valley across corporates, own startup, and VC funds. These are purposely short articles focused on practical insights (I call it gl;dr — good length; did read). Many of my writings are at https://www.linkedin.com/in/amgarg/detail/recent-activity/posts and I would be stoked if they get people interested enough in a topic to explore in further depth. If this article had useful insights for you comment away and/or give a like on the article and on the Tau Ventures’ LinkedIn page, with due thanks for supporting our work. All opinions expressed here are my own.
