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YC
Y Combinator Cast
03/07/18
@ Y Combinator
Investors should ensure their rights under a SAFE are respected during conversion rounds, particularly regarding pro-rata rights, as ignoring these rights breaches the contract.
Video
YC
Carolynn Levy and Kirsty Nathoo - Startup Investor School Day 1
@ Y Combinator
03/07/18
Related Takeaways
YC
Y Combinator Cast
03/07/18
@ Y Combinator
Investors should check their rights and the cap table during conversion to ensure their SAFEs are converted correctly and that they retain their pro-rata rights.
YC
Y Combinator Cast
03/07/18
@ Y Combinator
Pro-rata rights were not included in the original SAFE conversion round due to the different nature of seed rounds in 2013, but investors can negotiate side letters for these rights.
YC
Y Combinator Cast
03/07/18
@ Y Combinator
Investors should review the cap table and conversion calculations carefully when their SAFEs convert, as errors can occur and affect their ownership stake.
YC
Y Combinator Cast
03/07/18
@ Y Combinator
Investors should model their SAFE conversions to understand the implications of multiple SAFEs with different valuations and discounts, as this can complicate ownership stakes.
YC
Y Combinator Cast
03/07/18
@ Y Combinator
The SAFE (Simple Agreement for Future Equity) allows investors to convert their investment into equity at a later date, but the exact ownership percentage isn't known until the priced round occurs.
KN
Kirsty Nathoo
10/17/18
@ Y Combinator
Founders need to be aware that their ownership percentage can decrease significantly due to dilution from SAFEs and new equity rounds, so they should plan accordingly for future fundraising. The percentage of ownership for SAFE investors is based on the valuation cap in the SAFE, and if the priced round valuation is higher than the cap, they convert at the cap, receiving more shares for the same investment than Series A investors.
YC
Y Combinator Cast
03/07/18
@ Y Combinator
Investors should exercise their pro-rata rights to maintain their ownership percentage during subsequent funding rounds, as early investors can face significant dilution otherwise.
YC
Y Combinator Cast
03/07/18
@ Y Combinator
In a merger or acquisition, a SAFE investor converts their investment into shares of common stock based on the target valuation, allowing them to participate in the proceeds of the merger.
CL
Carolynn Levy
09/20/19
@ Y Combinator
If an investor wants to add terms to a SAFE to address concerns about conversion, you can negotiate that, but it adds complexity to the agreement.