Understanding Post Money SAFE: Basics for Startup Founders‍

Casey Fenton

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Imagine you're a startup founder in the early days of your venture. Money is tight, and you're at a crossroads: take the traditional, complex route of raising capital, or choose a simpler, more straightforward approach. You opt for the latter and, like Brian Chesky and Joe Gebbia of Airbnb in their early days, you dive into the world of Post Money SAFEs. Fast-forward a few years, and you're not just surviving—you're thriving. The early capital you raised helped catapult your startup into the big leagues, and those Post Money SAFEs have converted into substantial equity for your early supporters. 

Intrigued? Here’s a primer on Post Money SAFE and why it could be a game-changer for your startup journey.

What is Post Money SAFE?

You might have heard of SAFE as a fundraising mechanism but let's clarify what Post Money SAFE actually means. 

SAFE stands for Simple Agreement for Equity, and it's a simplified investment agreement. Post Money SAFE refers to the valuation of your company after the investment has been made. This means that your investors are buying a percentage of your company that will be calculated after their funds are added to the company's overall valuation.

Think of it as simpler and more founder-friendly than traditional options like convertible notes or preferred stock. It cuts down the time spent on legalities, saving both time and money for you and your investors. With Post Money SAFE, you gain immediate liquidity and an efficient way to add fuel to your startup's rocket.

How Post Money SAFE Works?

To really get how Post Money SAFE works, you need to unpack its essential components: the agreement itself, the post-money valuation cap, and the mechanics of conversion.

1. The Agreement

First things first, the Post Money SAFE agreement is not a debt instrument, nor is it traditional equity. It’s an agreement that stipulates the investor will provide you with capital now in exchange for equity at a future date. The agreement typically contains the following key components:

  • Post-Money Valuation Cap: This sets a limit on the valuation at which the SAFE will convert into equity.

  • Discount Rate: This is the price reduction that SAFE holders get when converting to equity in a future financing round.

  • Pro Rata Rights: These give the investor the right to maintain their ownership percentage in future funding rounds.

2. Post-Money Valuation Cap

When you negotiate a Post Money SAFE, one of the most critical components is the post-money valuation cap. This valuation is a projection of what your startup is worth after the investment. This cap is the investor's safety net, ensuring that they get at least a minimum ownership stake when the SAFE converts into equity.

For instance, if you negotiate a $6 million post-money valuation cap and you raise $600,000 through a Post Money SAFE, your investor expects to own at least 10% of the company post-conversion.

3. Mechanics of Conversion

Understanding how the conversion works is crucial to grasp the Post Money SAFE fully. The conversion takes place at a "triggering event," which is usually a future-priced financing round such as a Series A. During this triggering event, the SAFE is converted into equity based on either the valuation cap or the discount rate, whichever is more favorable to the investor. The following points illustrate the mechanics:

  • Valuation Cap Conversion: The SAFE converts into equity at the negotiated post-money valuation cap if the future valuation exceeds the cap.

  • Discount Rate Conversion: If the valuation at the future financing round is lower than the cap, then the SAFE converts at a discount rate to the price per share in that round.

Waiting ‘tIl a Triggering Event

Unlike convertible notes, Post Money SAFEs don't have a maturity date. This means that you're not under pressure to repay the investment or convert it into equity within a specific timeframe. The SAFE simply sits there, waiting for a triggering event to occur. This offers you greater flexibility to grow your startup at a pace that suits you.

As the founder, your responsibility is to keep your investors informed about any significant changes or upcoming events that may trigger SAFE conversion. While the SAFE agreement simplifies many aspects of early-stage financing, you still have a fiduciary duty to act in the best interests of your company and its stakeholders.

Situational Examples Illustrating Post Money SAFE in Effect

Navigating the world of startup investment can often feel like a maze. But sometimes, concrete examples can illuminate the path much more clearly than technical jargon. That's why we've put together a series of situational examples that show how Post Money SAFEs come into play in various circumstances. These scenarios will help you envision the real-world implications of these agreements for both you and your investors.

Scenario 1: Upside for the Founder

Let's say you're raising $500,000 at a $5 million post-money valuation. Your investor would own 10% of your company ($500,000/$5 million = 10%). Fast-forward to a Series A round where your company is valued at $10 million. The SAFE converts, and your investor still owns 10%.

Scenario 2: Dilution for the Founder

If your Series A round valuation is only $4 million, a lower valuation would lead to dilution for you but not for the SAFE investor. The investor still gets 10%, whereas your ownership percentage drops.

Scenario 3: The Investor’s Perspective

Imagine you're an investor who has injected $200,000 into a startup with a $2 million post-money valuation. This would give you a 10% stake in the company. If the startup's valuation shoots up to $4 million at the Series A, your SAFE converts, and you maintain a 10% stake but now it’s twice as valuable.

Scenario 4: Successful Exit Before Series A

Suppose your startup is acquired before you reach a Series A funding round. The Post Money SAFE agreement typically has a clause for such events, allowing the investor to either take a payout that represents their initial investment plus a predetermined percentage or convert their SAFE into shares immediately before the sale, thereby getting a piece of the exit pie.

Scenario 5: Multiple SAFEs, Different Terms

Let’s say you have raised funds from multiple investors using Post Money SAFEs but at different valuation caps. When you reach a priced financing round like a Series A, each SAFE would convert into equity based on its own terms. This means Investor A with a lower cap might get more equity, while Investor B with a higher cap might get less, based on the actual valuation of the round.

Scenario 6: Down Round

In a down round where the company valuation falls below the post-money cap, the SAFE investors still convert based on the original terms. This essentially protects them from the dilution that typically occurs in a down round, making the SAFE more attractive to potential investors during your initial rounds.

These examples serve to illustrate the dynamic nature of Post Money SAFE agreements. They can be favorable to founders, advantageous to investors, or balanced for both parties depending on how they're structured. Understanding these scenarios can give you a stronger grasp of how to navigate your own fundraising journey effectively.

Differences Between Pre Money SAFE and Post Money SAFE

While they both serve the same fundamental purpose—to secure early-stage investment—Pre Money and Post Money SAFEs differ in how they impact your cap table and future fundraising. Here's a breakdown:

1. Valuation Cap

In Pre Money SAFE, the valuation cap is considered before the SAFE money comes in. Say you have a pre-money valuation of $4 million and you raise $1 million. The new post-money valuation will be $5 million. However, the SAFE investor's ownership is calculated based on the initial $4 million, giving them a 25% stake ($1 million/$4 million).

On the other hand, in Post Money SAFE, the valuation cap is based on the valuation after the investment. If you have a $4 million post-money valuation cap and you raise $1 million, your SAFE investor would own 20% of your company ($1 million/$5 million).

2. Ownership and Dilution

In Pre Money SAFE, the very act of accepting an investment can lead to immediate dilution for the founders. Because the valuation is based on the pre-money figure, founders might find themselves owning less of the pie before any further investment rounds.

Meanwhile, in Post Money SAFE, dilution is still possible, but it's generally postponed until a priced round. The dilution effect is more straightforward to calculate because the post-money valuation cap includes the investment.

3. Complexity and Predictability

With Pre Money SAFE, things can get complicated, especially when you have multiple rounds of SAFEs or convertible notes with different valuation caps and discount rates. The cap table can become convoluted, leading to unpredictability in ownership stakes.

However, the simpler structure and more straightforward calculations make Post Money SAFEs less complicated. They provide a clearer picture for both founders and investors, making it easier to forecast future ownership stakes.

4. Investor Relations

In Pre Money SAFE, given the complexity and potential for unforeseen dilution, you may need to spend extra time managing investor relations to ensure that everyone understands their stake and the associated risks.

But in Post Money SAFE, the clarity and simplicity can facilitate a smoother relationship with investors, as they're likely to have a clear understanding of their ownership stake right from the get-go.

By understanding these fundamental differences, you can make a more informed decision about which type of SAFE is most suitable for your startup’s unique needs. Each has its merits and pitfalls, and the right choice can set the tone for your startup’s financial future.

What's the Catch for Post Money SAFE?

You've heard about the simplicity, flexibility, and relatively straightforward nature of Post Money SAFEs. But before you rush off to sign a dozen of these agreements, it's essential to pause and consider the potential downsides. Here are some "catches" you should be aware of:

1. Lack of Investor Protection

In a Post Money SAFE, the investor usually forgoes many of the protective provisions that are typical in traditional financing instruments like preferred stock. These could include board seats, voting rights, or other covenants that could give the investor more control or assurance.

2. Ambiguity in Terms

While Post Money SAFEs aim for simplicity, some clauses can still be ambiguous, especially for first-time founders. It's critical to have legal counsel review any SAFE agreements to ensure that you fully grasp the terms and the potential ramifications.

3. Unequal Power Dynamics

SAFEs can sometimes tip the balance of power toward the founder. While this may sound beneficial to you, it can lead to strained investor relations down the line, especially if expectations are not managed effectively.

4. Risk of Overcapitalization

The ease of executing a SAFE can sometimes lead to overcapitalization, where a startup raises more money than it actually needs. While having excess capital may seem like a good problem to have, it can lead to inflated valuations that you'll need to justify in future rounds or even promote reckless spending.

5. No Financial Discipline

Traditional investment rounds usually require milestones to be met before the next tranche of funding. SAFEs don’t have this structure, potentially encouraging less discipline in financial management.

6. Potential for Higher Dilution in the Future

Even though Post Money SAFEs make it easier to calculate dilution upfront, there's still a potential for higher dilution in the future, especially if you go through multiple SAFE rounds before a priced round. Each new SAFE contributes to an increased post-money valuation, pushing up the minimum ownership stakes for all previous SAFE holders and thereby diluting the founder's equity.

7. Complex Conversions in Priced Rounds

While simpler than their Pre Money counterparts, Post Money SAFEs can still complicate future priced rounds. If you have multiple SAFEs with different terms, the conversion into equity can become a complex process requiring detailed calculations and potentially leading to misunderstandings with new investors.

Why Investors Prefer Post Money SAFE?

Post Money SAFEs aren't just designed with founders in mind; investors also find them increasingly appealing. While SAFEs are often lauded for their simplicity and flexibility, why do investors lean towards the Post Money variant? Here are some compelling reasons:

1. Transparency in Ownership Stake

Investors love clarity, and Post Money SAFEs provide a transparent view of what their ownership stake will look like post-investment. Unlike Pre Money SAFEs, where subsequent fundraising can make the ownership stake uncertain, Post Money SAFEs give investors a clearer picture from day one.

2. Simplified Calculations

For investors who participate in multiple investment rounds or diversify their portfolios across several startups, the straightforward math of Post Money SAFEs is a godsend. It minimizes errors and misunderstandings, saving time and potentially costly legal discussions down the line.

3. Limited Risk of Immediate Dilution

One of the chief concerns for any investor is the risk of dilution. With Post Money SAFEs, investors know that their stake is calculated based on the valuation after their investment, which offers a bit more assurance against immediate dilution.

4. Better Aligns with Later Investment Rounds

Investors who participate in early SAFE rounds often plan on participating in future priced rounds as well. Post Money SAFEs are generally easier to navigate when transitioning to those future rounds because they've been designed with that transition in mind.

5. No Fixed Maturity Date

Unlike convertible notes, Post Money SAFEs have no maturity date, meaning there's no ticking clock pushing the investor to convert their investment into equity or seek repayment. This allows the investor to be more patient and align their investment horizon better with the natural growth and scaling timeline of the startup.

6. Leverage in Negotiations

Because Post Money SAFEs clarify the investor's ownership stake upfront, investors often find they have a stronger position in future negotiations. This can be particularly useful in Series A or later rounds where valuation and ownership stakes are scrutinized in greater detail.

7. Appeals to the Long Game

Investors focused on long-term growth rather than quick exits often find Post Money SAFEs more aligned with their investment strategy. The clarity and predictability allow for a long-term planning horizon, making it easier for investors to justify their commitment to the startup's long-term vision.

Ready to Negotiate?

Navigating the realm of startup financing can feel like walking a tightrope. But armed with a comprehensive understanding of Post Money SAFEs—from their operational mechanics to the subtle complexities—they don't have to be an enigma. By dissecting their advantages, limitations, and how they differ from other investment options like Pre Money SAFEs, you're now better positioned to sit across the table from investors. 

Remember, the best deals come from mutual understanding and transparent negotiations. Consult with your legal team, and step into those investment discussions with confidence. Your startup's future may just hinge on it.

For more info on how you can harness the power of securities for startup funding, feel free to browse Upstock’s blog here. And, when you’re ready to explore equity compensation, you may consider booking a demo to experience how Restricted Stock Units (RSUs) can ensure company growth through alignment of goals with your employees.

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ABOUT THE AUTHOR

Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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