SAFE Valuation: A Simple and Fair Approach to Startup Equity (2024)

Introduction to SAFE

A SAFE (Simple Agreement for Future Equity) is an increasingly popular form of startup funding, especially for early stage ventures. SAFE was created by Y Combinator in 2013 as a simplified and standardized investment agreement.

SAFE allows startups to raise capital without having to determine a valuation upfront. With traditional equity financing, the company is valued immediately and investors purchase equity shares. But with SAFE, valuation is deferred until a later funding round, typically Series A.

Here's how SAFE works: An investor provides capital to the startup in exchange for the right to future equity. The amount of equity is determined in a future priced round, based on valuation at that time. A SAFE converts to equity when that priced round occurs or there is an exit event like an acquisition. If neither happens, the investor may just get their money back.

SAFE agreements have standardized terms to simplify the process. There are two main types - a standard SAFE and a SAFE with a valuation cap. The cap sets a ceiling for the future valuation. With no cap, valuation is completely open.

SAFE emerged as an efficient way to fund early stage startups and get to an institutional priced round. By avoiding complex equity negotiations, legal costs are reduced and deals close faster. SAFE has become highly popular in Silicon Valley and globally as a streamlined funding option.

Advantages of SAFE for Startups

The Simple Agreement for Future Equity (SAFE) instrument offers several key advantages for startups raising early stage capital:

• Deferred equity issuance: With a SAFE, startups do not have to determine a valuation or issue equity right away. The conversion to equity happens in a future priced round, saving legal costs, time, and complexity during the early stages.
• No need to determine valuation: Valuing a startup too early can be challenging. With SAFE, the valuationdiscussion is deferred until a priced equity round in the future. This avoids painful early negotiations.
• Flexible: SAFE allows startups to raise money efficiently from angels and early stage VCs without issuing equity and setting a valuation immediately. This flexibility helps startups iterate and validate their business before solidifying the cap table.

By delaying the valuation discussion until a future milestone, usually a priced equity round, SAFE instruments help streamline early fundraising for startups. The deferred equity issuance, lack of required valuation, and flexibility make SAFE advantageous for early stage companies looking to raise funds quickly.

Advantages of SAFE for Investors

The Simple Agreement for Future Equity (SAFE) instrument offers several advantages for investors in startups compared to traditional equity investments:

• Ability to invest early: One of the biggest advantages of SAFE for investors is the ability to invest in a startup at the early seed stage, before a valuation has been established. This allows investors to get in early and secure better terms compared to later stage investors.
• Potential for higher returns: By investing early with a SAFE, investors gain the advantage of an instrument that converts to equity at a future date, typically during a priced equity round. If the startup does well and increases in valuation, early SAFE investors can see greater returns on their investment compared to later investors. Essentially SAFE allows investors to get in early for the potential upside if the startup is successful down the road.
• Flexible structure: SAFE instruments are more lightweight and flexible than equity, which require extensive legal work. This makes it easy for investors to provide funding quickly to startups they believe in during the critical early stages.
• Downside protection: With SAFE, the investor's downside is capped at the amount invested since there is no set valuation yet. Equity investors, on the other hand, face the risk of losing most or all of their investment if the startup fails. SAFE thereby offers investors some downside protection.

So for investors, SAFE offers the ability to invest early in promising startups for the potential upside returns while also limiting the downside risk until an equity round establishes a valuation. This unique flexible structure makes SAFE an advantageous funding instrument for the risky early stage.

Disadvantages of SAFE

One of the main drawbacks of the SAFE instrument for investors is the lack of rights it provides compared to a standard equity agreement. With a SAFE, investors do not receive equity rights like voting shares or anti-dilution protections. This means they have limited control or influence over the startup's direction.

Additionally, SAFE agreements do not have a maturity date or timeline for conversion to equity. This indefinite timeframe means investors are locking up capital without a clear path to liquidity. Their money remains at risk until the startup raises a future equity financing round to trigger conversion, which may not occur for many years, if ever.

The fact that SAFE instruments cap an investor's upside at the valuation cap also limits potential returns compared to having uncapped equity upside. While the valuation cap provides some downside risk protection, investors lose the potential for outsized returns if the startup ends up doing very well.

Overall, the lack of shareholder rights, uncertain conversion timeline, and capped returns mean investors take on considerable risk with a SAFE without the same benefits of holding traditional equity. This asymmetric risk-reward ratio makes SAFEs disadvantageous for most investors compared to priced equity rounds.

SAFE Valuation Considerations

The key valuation considerations for a SAFE agreement include:

a. Valuation Caps

The valuation cap sets the maximum valuation the startup can have upon conversion of the SAFE into equity. This protects investors from excessive dilution if the startup has a high valuation at the next funding round. Typical valuation caps range from $3 million to $10 million.

Startups prefer higher valuation caps to keep options open for setting a high valuation at the next round. Investors want a lower cap to limit dilution. Negotiating the valuation cap is a main point in SAFE negotiations.

b. Discounts

Discounts reduce the conversion price for investors, allowing them to get more equity. A standard discount is 20%. This rewards early investors who take on more risk.

Startups don't like discounts since it increases dilution. But discounts may be necessary to entice early investors. Typical discounts range from 15-30%.

c. Pro Rata Rights

Pro rata rights allow SAFE holders to participate in the next funding round to maintain their ownership percentage. This prevents excessive dilution.

Startups may resist this as it complicates their funding round. But pro rata rights are important for investors to protect their stake.

d. Conversion Terms

The SAFE converts into equity upon specific trigger events, usually a future priced equity round. The terms determine the mechanics of this conversion.

Negotiating these terms involves issues like the type of shares converted to (common, preferred), dividend rights, voting rights, liquidation preferences and more.

SAFE Use Cases

The Simple Agreement for Future Equity (SAFE) instrument is most commonly used by startups seeking pre-seed funding or seed funding rounds. It has become a popular alternative to convertible notes for early stage fundraising.

Some of the key use cases for SAFE agreements include:

• Pre-Seed Funding: SAFE agreements are designed for pre-seed funding rounds where the valuation is too difficult or arbitrary to determine upfront. SAFE allows investors to invest capital without setting a valuation. The valuation is determined later in the equity financing round. This makes it well-suited for pre-seed rounds.
• Convertible Notes Alternative: Startups often used convertible notes for early fundraising prior to SAFE agreements becoming popular. However, convertible notes can be complex with terms like interest rates, maturity dates, and valuation caps. SAFE agreements simplify the process by removing these complex debt-like features and provide similar benefits to startups. As a result, SAFE has emerged as a preferred convertible notes alternative.
• Rapid Financing: The simplicity of the SAFE agreement also enables faster financing compared to traditional equity rounds. This allows startups to quickly close pre-seed rounds and focus on execution and growth. The legal costs are also lower compared to priced equity rounds.
• Seed Funding: While SAFE can be used for pre-seed rounds, it is also commonly adopted by startups to raise their initial seed funding. The deferred valuation aspect allows companies to raise an initial seed round via SAFE and then determine valuation in a subsequent equity round.
• Angel Investors: SAFE agreements work well for angel investors providing the initial capital to startups. At the early stages, valuations are difficult to assess. SAFE allows angels to make risk capital investments without having to agree on valuation. The valuation happens in the future when there is more data.

So in summary, SAFE agreements are primarily used as a conversion tool for pre-seed or seed stage fundraising, serving as a simplified alternative to convertible notes. The deferred valuation aspect makes it well-suited for early fundraising rounds.

SAFE in India

The adoption of SAFE agreements in the Indian startup ecosystem has steadily increased over the last 5 years. As more startups seek early stage capital and want to delay equity dilution, SAFE provides an attractive alternative to convertible notes.

Some key aspects of SAFE adoption in India:

• SAFE is especially popular among early stage technology startups in need of seed funding rounds. As the number of these startups has grown, so has SAFE use.
• Major Indian startups that have used SAFE include Ola, Druva, Freshworks, and Chargebee. Their success with SAFE has encouraged other startups to explore it.
• Top accelerators and incubators like Y Combinator, 500 Startups, and AngelList that are active in India commonly use SAFE for their portfolio startups.
• Leading Indian investors like Sequoia Capital, Accel Partners, and Blume Ventures have become comfortable with investing via SAFE instruments.
• As more high quality startups use SAFE and have positive outcomes, it builds confidence in the model for future startups and investors.
• SAFE adoption has also grown due to an increase in maiden Indian investments by foreign investors already accustomed to SAFE.

Going forward, SAFE is likely to gain further traction among Indian startups seeking early stage capital from angels and VCs. As understanding increases, more startups will turn to SAFE as a founder-friendly means of fundraising.

Alternatives to SAFE

SAFE agreements are not the only tool startups can use to raise capital in the early stages. Here are some of the main alternatives to SAFE:

a. Convertible Notes

Convertible notes are one of the most common alternatives to SAFE agreements. With convertible notes, investors loan money to the startup that converts to equity in the next equity financing round. The valuation cap sets the maximum valuation at which the conversion happens. Convertible notes allow investors to lend money without setting a valuation upfront. They are simpler and faster than SAFE agreements for early fundraising. However, convertible notes come with interest rates and a maturity date, whereas SAFE agreements do not.

b. Priced Equity Rounds

Instead of using SAFE agreements or convertible notes, startups can raise priced equity rounds right away. This involves setting a valuation and issuing equity shares upfront. However, setting valuations can be difficult in the early stages when there is high uncertainty. Priced rounds also have more complex legal and paperwork requirements. SAFE agreements allow startups to delay setting a valuation while still raising funds quickly and easily.

c. Keep it Simple Security (KISS)

The KISS agreement emerged as another alternative to SAFE, with terms more favorable to founders. Like SAFE, it converts to equity in the next round. However, KISS agreements have a lower valuation cap, do not dilute on conversion, and convert at a discount to the next round price. This gives founders more control and leverage. However, KISS is not used widely yet compared to SAFE.

Recent SAFE Trends

The use of SAFE agreements has rapidly increased over the past few years as more startups and investors recognize their advantages. Some key trends that have emerged recently include:

• Increasing Use of SAFEs - SAFE agreements are becoming the dominant instrument for early stage fundraising, especially for pre-seed and seed rounds. Their simplicity and speed makes them very appealing compared to more complex equity instruments.
• Higher Valuation Caps - As competition has increased for investing in promising startups, investors have started agreeing to higher valuation caps in SAFE agreements. Valuation caps which were typically under $5 million are now frequently $10 million or more for competitive startups.
• More Investor-Friendly Terms - Some investors are pushing for terms in SAFE agreements that provide more protections, such as pro rata rights, discounts, and MFN clauses. However, too many investor-friendly terms can eliminate some of the advantages of SAFEs for entrepreneurs.
• Increasing Sophistication - Both entrepreneurs and investors are becoming more sophisticated in negotiating SAFE terms. Lawyers are working on standardizing documents and educating clients about commercial implications of various provisions.
• Raising Larger Amounts - While SAFEs were initially used for small pre-seed rounds of under $1 million, companies are now successfully raising $3-5+ million on SAFE notes. Investors are more comfortable using SAFEs for larger round sizes.

The increasing use and growing sophistication around SAFE agreements has strengthened their position as the investment instrument of choice for early stage startups. However, balancing the needs of entrepreneurs and investors as SAFE terms evolve will be an ongoing discussion.

Future Outlook for SAFE

SAFE agreements are gaining popularity globally as an alternative to traditional equity financing for early-stage startups. As more investors and founders become familiar with the SAFE framework, adoption is projected to continue rising over the coming years.

Several potential developments may shape the future of SAFE:

• Standardization - While the basic SAFE template is open source, there remains room for variations in specific deal terms between investors and startups. Increasing standardization could make SAFE agreements more straightforward and streamlined. Industry groups or regulators may step in to promote standard term sheets.
• Global Uptake - So far, SAFE adoption has been concentrated in the United States. With globalization of startup funding, SAFE could see wider international adoption, especially in emerging startup ecosystems. Variations may arise to fit local regulations.
• Integration with Equity Management Platforms - As SAFE matures as an investment instrument, developers may build tools to integrate SAFE agreements into cap table management platforms and workflows. This could increase transparency and management efficiency.
• Alternatives and Evolution - New hybrid instruments may emerge as alternatives or complements to SAFE, combining aspects of debt, equity and revenue sharing. Additionally, SAFE agreements themselves may evolve new features like triggers or caps to provide more flexibility.

Overall, SAFE seems poised for continued growth in usage and increasing standardization globally. However, it remains to be seen how exactly this financing mechanism evolves amidst rapid innovation in startup investing.

Subscribe this newsletter and follow Legal Suvidha® and First Unicorn 🦄 ™ to get more updates about exciting startups where you can invest and if you are a startup having a great vision/mission and solving a big problem connect with us for funding opportunities.