A Simple Guide – ycombinator. (2024)

A Simple Guide – ycombinator. (1)Understanding the Y Combinator SAFE Note can be crucial for startups and investors alike. The Simple Agreement for Future Equity (SAFE) note is a financing instrument that has grown in popularity for its straightforwardness and efficiency in early-stage investment rounds. This guide aims to provide a comprehensive overview of what SAFE notes are, how they work, and their advantages and disadvantages for both startups and investors.

What is a SAFE Note?

The SAFE note is a financial instrument created by Y Combinator, a well-known startup accelerator, to simplify the process of investing in early-stage startups. SAFE stands for Simple Agreement for Future Equity. It is an agreement between a startup and an investor that provides the investor the rights to equity in the company at a later date, under specific conditions. Unlike traditional convertible notes, SAFE notes do not accrue interest and do not have a maturity date, making them simpler and potentially less costly.

How Does a SAFE Note Work?

At its core, a SAFE note is an agreement that allows an investor to purchase shares in a future equity round, typically at a discounted price or with a valuation cap, or sometimes both. The investment does not convert into equity until a predetermined triggering event occurs, usually the next round of equity financing. This structure allows startups to receive funds without having to determine the company’s valuation immediately, which can be challenging in the early stages of development.

Key Components of a SAFE Note

  • Valuation Cap: A maximum valuation at which the SAFE converts into equity, protecting investors from dilution in subsequent financing rounds.
  • Discount Rate: Offers investors a discount on the share price during the equity financing round.
  • Pro-rata Rights: Gives investors the option to maintain their percentage ownership in subsequent funding rounds.

Advantages and Disadvantages

For Startups

  • Advantages:
    • Flexibility in fundraising without immediate valuation.
    • Simplified legal and administrative processes.
    • Deferred equity allocation.
  • Disadvantages:
    • Potential for dilution in future equity rounds.
    • Lack of debt structure may be less attractive to some investors.

For Investors

  • Advantages:
    • Potential for high returns on investment.
    • Protection mechanisms like valuation caps and discount rates.
  • Disadvantages:
    • Uncertainty regarding the timing of conversion into equity.
    • Potential for significant dilution without a valuation cap.

Real-World Examples

Let’s consider a startup that raises $100,000 through a SAFE note from an investor with a 20% discount rate and a $5 million valuation cap. When the startup next raises equity financing at a $10 million valuation, the SAFE note converts into equity at the $5 million cap, giving the investor more shares than if the investment had been converted at the $10 million valuation, thanks to the discount rate and valuation cap.

Understanding the Legal Implications

While SAFE notes offer simplicity, it’s essential for both startups and investors to understand the legal implications fully. Ensuring clarity around terms like conversion triggers and post-money valuation caps can help avoid future disputes. Consulting with an experienced legal advisor is highly recommended to tailor the agreement to the specific needs of the involved parties.

Useful Resources


SAFE notes offer a streamlined and effective way for startups to secure early-stage funding without immediate valuation, benefiting both startups and investors with their simplicity and flexibility. However, understanding the intricacies of how they operate and the legal implications is critical to leveraging their advantages fully. Startups should consider the potential for future dilution, while investors should weigh the lack of immediate equity and the conditions under which their investment will convert into shares. For various use cases, SAFE notes can be the best solution:

  • For risk-tolerant investors looking for potentially high returns through early-stage investments.
  • For startups in their initial phases seeking quick and flexible funding without the complications of immediate valuation.
  • For founders preferring to delay equity dilution and retain control in the early days of their venture.

In any scenario, ensuring both parties are well-informed and work with knowledgeable legal counsel can help maximize the benefits of SAFE notes while mitigating potential downsides.


What is a SAFE note?

A SAFE note (Simple Agreement for Future Equity) is a financial instrument used for early-stage startup investments, giving investors the right to future equity under specific conditions without immediate equity transfer or valuation.

How does a SAFE note convert to equity?

A SAFE note converts to equity during a future equity financing round, based on predetermined conditions such as a valuation cap or discount rate, providing investors with a share of the company at potentially favorable terms.

What are the advantages of using SAFE notes for startups?

SAFE notes offer startups the flexibility to raise funds without immediate valuation, simplify legal and administrative processes, and defer equity allocation until a future financing round.

What are the disadvantages of SAFE notes for investors?

The main disadvantages for investors include uncertainty regarding the timing and terms of conversion into equity and the potential for significant dilution, especially without a valuation cap in place.

How can startups and investors mitigate the risks associated with SAFE notes?

Understanding the terms, consulting with legal advisors, and negotiating conditions such as valuation caps and discount rates can help both startups and investors mitigate risks and ensure clarity around SAFE note agreements.

We hope this guide has illuminated the fundamentals of Y Combinator’s SAFE Note. If you have further questions, corrections, or experiences you’d like to share, we encourage you to leave a comment or get in touch. Your insights could greatly benefit others navigating the early-stage investment landscape.

A Simple Guide – ycombinator. (2024)


Top Articles
Latest Posts
Article information

Author: Domingo Moore

Last Updated:

Views: 5899

Rating: 4.2 / 5 (73 voted)

Reviews: 80% of readers found this page helpful

Author information

Name: Domingo Moore

Birthday: 1997-05-20

Address: 6485 Kohler Route, Antonioton, VT 77375-0299

Phone: +3213869077934

Job: Sales Analyst

Hobby: Kayaking, Roller skating, Cabaret, Rugby, Homebrewing, Creative writing, amateur radio

Introduction: My name is Domingo Moore, I am a attractive, gorgeous, funny, jolly, spotless, nice, fantastic person who loves writing and wants to share my knowledge and understanding with you.