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KN
Kirsty Nathoo
10/17/18
@ Y Combinator
Negotiating a SAFE typically involves only two points: the amount of money the investor will contribute and the valuation cap.
Video
YC
Understanding SAFEs and Priced Equity Rounds by Kirsty Nathoo
@ Y Combinator
10/17/18
Related Takeaways
CL
Carolynn Levy
03/07/18
@ Y Combinator
The only two negotiable terms in the SAFE are the investment amount and the valuation cap.
CL
Carolynn Levy
09/20/19
@ Y Combinator
The only key term to negotiate in a SAFE is the valuation, which affects how it converts and the dilution involved.
YC
Y Combinator Cast
03/07/18
@ Y Combinator
When signing a SAFE, you might expect to own around 9% of the company based on an $800,000 investment at an $8 million cap, but this can be diluted by new money coming in during the priced round.
CL
Carolynn Levy
03/07/18
@ Y Combinator
A discount SAFE allows investors to negotiate a discount rate instead of a valuation cap, rewarding early investment.
KN
Kirsty Nathoo
10/17/18
@ Y Combinator
Founders should avoid negotiating too hard on SAFE caps, as setting them too high can lead to selling more of the company than anticipated during a priced round.
KN
Kirsty Nathoo
10/17/18
@ Y Combinator
In rare cases where the priced round valuation is lower than the SAFE cap, SAFE investors may receive a better deal, converting at the lower price of the Series A round.
KN
Kirsty Nathoo
03/07/18
@ Y Combinator
The SAFE investor's shares are calculated based on the conversion price, which is determined by the valuation cap if it's lower than the priced round valuation.
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.
KN
Kirsty Nathoo
10/17/18
@ Y Combinator
When raising money on SAFEs, the investor's ownership is calculated by dividing their investment amount by the post-money valuation or valuation cap.