Raise money

SAFE or convertible note or priced round: which instrument should I raise on?

For a fast, cheap seed, use a SAFE (post-money, with a cap) if your investors accept it: no interest, no maturity, minimal legal cost. In India the clean SAFE is legally awkward, so most local angel rounds use a CCPS priced round or an iSAFE/convertible variant, budget for real legal work. Avoid classic convertible notes with a maturity date, a note that comes due before your next round becomes a debt problem you do not want.

Go deeper

3 resources, 3 link-checked.

📄 Article
✓ Link checked Free Beginner

This is the source document for the entire SAFE debate, written by YC's CFO who papered thousands of these. It walks the actual dilution math (why post-money SAFEs are cleaner than pre-money), what a priced round buys you that a SAFE does not (defined ownership, a board), and the trap of stacking SAFEs at low caps that you only reconcile at the Series A. Read this before you copy any template.

Understanding SAFEs and Priced Equity Rounds

From Y Combinator by Kirsty Nathoo 15 min read

  • A SAFE is not debt: no interest, no maturity date, no repayment, which is why it closes in days while a priced round takes weeks of lawyering
  • Post-money SAFEs make your dilution knowable at signing; that clarity is the whole reason YC moved off the pre-money version
  • Price the round when investors want defined ownership and a board seat, or once stacked SAFE caps make the conversion math unpredictable
Open ycombinator.com →
📄 Article
✓ Link checked Free Intermediate

This is the worked dilution example, actual numbers, not a hand-wave: a $100k SAFE with an $8M cap and a 15% discount converting into a round priced at $0.909 per share, showing the discount price ($0.77265) versus the cap price ($0.72727), why the cap wins, and the exact 137,500 shares issued. Change the inputs to your own cap and you can compute your dilution before you sign.

Numerical Example: SAFE, Cap and Discount

From FundersClub by FundersClub 6 min read

  • When a SAFE has both a cap and a discount, only one applies: whichever produces the lower price per share, which means more shares to the investor
  • On an $8M cap into a $0.909 round, the cap price of $0.72727 beats the 15% discount, so the cap is the operative term
  • Once your next round is priced well above the cap, the cap does all the dilution work and the discount becomes irrelevant
Open fundersclub.com →
📄 Article
✓ Link checked India Free Intermediate

A practising senior partner spells out exactly why a raw US SAFE is dangerous for an Indian entity: it can be treated as a 'deposit' and trigger a FEMA or Companies Act violation, a landmine that only detonates when you reach Series A. It then names the compliant substitutes (iSAFE via CCPS or CCD, and the DPIIT convertible note) so you know what to actually ask your lawyer to paper.

Convertible Notes and SAFE Notes in India: The Dilemma

From Bar & Bench by Madhavan Srivatsan 10 min read

  • A US-form SAFE is not recognised in Indian law and can be recharacterised as a 'deposit', exposing the company under FEMA and the Companies Act
  • The compliant SAFE substitute is an iSAFE structured as CCPS/CCD that compulsorily converts on a qualifying round, avoiding any redemption feature
  • The convertible note route is open only to DPIIT-recognised startups, with a 25 lakh minimum per investor and a 10-year conversion or repayment clock
Open barandbench.com →

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