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A Guide to SAFEs, Caps, and Discounts (Startup Library)

Kirsty Nathoo / Y Combinator · Y Combinator Startup Library Free Intermediate

YC's fundraising library collects the canonical explainers on how SAFEs convert, how caps and discounts work, and how they dilute you. The most trustworthy free explanation of the instrument almost every seed round uses.

  • A valuation cap sets the max conversion price; a discount gives a percentage off the next round
  • Stacked SAFEs at different caps all convert together and can add up to serious dilution
  • Model the conversion before agreeing terms, not after

It answers 3 questions

  1. What is a SAFE and how does it actually work?
  2. What's the difference between a valuation cap and a discount on a SAFE?
  3. How much dilution should I expect across seed and Series A?

Read with it

  1. The primary source for the SAFE itself, plus YC's plain-English primer explaining post-money mechanics. Use the official... Y Combinator Tool · templates + primer YC Safe Financing Documents (Official Post-Money SAFE) Y Combinator
  2. The reference primer on the metrics and market-sizing logic investors use, including bottom-up market sizing that keeps... a16z Article · ~15 min read 16 Startup Metrics Andreessen Horowitz (a16z)
  3. The definitive book on how VC deals really work, written by two Foundry Group VCs. It demystifies the term sheet term-by-term... Wiley Book · book (~300 pages) Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist Brad Feld & Jason Mendelson
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