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A SAFE has no valuation cap and no discount. Should I ever sign it?

Almost never as a founder, because an uncapped, undiscounted SAFE means the investor is taking early risk but getting priced at whatever your next round sets, which is bad for them and a red flag for you. If an angel offers it, they either don't understand the instrument or are being lazy, so push for a cap that reflects real early risk. The only time it makes sense is a tiny cheque from a friend who genuinely just wants to back you and isn't optimizing returns.

Go deeper

3 resources, 3 link-checked.

🛠️ Tool
✓ Link checked Free Intermediate

The primary source for the SAFE itself, plus YC's plain-English primer explaining post-money mechanics. Use the official document, not a random copy, and read the primer before you sign.

YC Safe Financing Documents (Official Post-Money SAFE)

From Y Combinator by Y Combinator templates + primer

  • Post-money SAFE lets you calculate investor ownership precisely and immediately
  • Five standard variants (cap, discount, MFN, etc.) plus an optional pro-rata side letter
  • It's a starting point usable in most situations without modification
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
🛠️ Tool
✓ Link checked India Free Intermediate

100X.VC pioneered the iSAFE, India's answer to the US SAFE, and offers the standardized document plus a plain explanation. Indispensable for any Indian founder raising their first cheques the local way.

iSAFE: The Founder-Friendly Fundraising Instrument for Early-Stage Founders

From 100X.VC by 100X.VC template + explainer

  • iSAFE is the India-adapted SAFE, structured as compulsorily convertible preference shares to fit Indian law
  • It avoids an immediate valuation and expensive negotiation, using a short standardized document
  • Understand the conversion mechanics before issuing iSAFEs to multiple investors
Open 100x.vc

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