SAFE: Discount, no Valuation Cap (US) by Y Combinator
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This is a Simple Agreement for Future Equity (SAFE) template, designed for early-stage companies to raise capital from investors. It grants the investor a future right to receive shares of the company's capital stock upon specific events like an equity financing or a liquidity event, often at a discount. It outlines the terms for conversion and liquidation preferences for the investor's interest in the company's equity structure, operating similarly to non-participating Preferred Stock in certain events. This template is based on the Y Combinator SAFE form, ensuring a standardized approach to seed funding rounds for startups and investors alike, without the complexities of traditional debt instruments or immediate valuation discussions. It details the conditions under which the SAFE converts into equity or is paid out, including provisions for equity financing, liquidity events, and dissolution events. The document also includes standard representations from both the company and the investor, along with miscellaneous clauses governing amendments, notices, transferability, and governing law. It is characterized as stock for U.S. federal and state income tax purposes, reflecting its equity-like nature. The template is designed to be filled in with specific details such as the investor's name, purchase amount, effective date, company state, discount rate, and the governing law state, making it adaptable for various early-stage investment scenarios. It also includes placeholders for company and investor signatory details, ensuring proper execution of the agreement. The document explicitly states that it and any securities issued under it have not been registered under the Securities Act of 1933, as amended, or state securities laws, highlighting its nature as an exempt offering. This SAFE is a crucial tool for startups seeking to secure initial funding efficiently while deferring valuation until a later equity financing round. It provides a clear framework for investors to participate in the company's future growth without immediate equity ownership. The template's structure and detailed definitions ensure that both parties understand the terms and conditions of the investment, covering various scenarios from successful equity rounds to liquidation events. It is a comprehensive yet streamlined agreement for future equity, suitable for the dynamic environment of startup funding. The document's emphasis on specific events and defined terms makes it a robust legal instrument for early-stage investments. This SAFE is a key component in the modern startup funding ecosystem, offering flexibility and clarity for both companies and investors in pre-seed and seed funding rounds. It is intended to simplify the investment process, allowing companies to focus on growth and investors to participate in future equity upside. The template's widespread use, particularly through Y Combinator, underscores its importance and acceptance in the venture capital community. It is a foundational document for many early-stage investment transactions, providing a clear path from initial funding to equity conversion. The detailed sections on events, definitions, and representations ensure that all aspects of the investment are clearly articulated and understood by all parties involved. This SAFE is a testament to the evolution of startup financing, offering a simpler alternative to traditional convertible notes. It is a vital resource for anyone involved in early-stage company funding, providing a clear and concise legal framework for investment. The document's structure facilitates a smooth investment process, minimizing legal complexities and accelerating funding rounds. It is a powerful tool for fostering innovation and growth in the startup ecosystem.