Understanding Y Combinator’s SAFE Agreement

Illustrate the concept of Y Combinator

Understanding Y Combinator’s SAFE Agreement

Startups looking for initial funding often turn to various types of agreements with investors. One popular tool that has gained traction for its simplicity and founder-friendly nature is the Simple Agreement for Future Equity (SAFE), developed by the startup accelerator Y Combinator. This article delves deep into what a SAFE agreement entails, its benefits, potential drawbacks, and the different types available for startups and investors.

What is a SAFE Agreement?

A SAFE agreement is an investment contract between a startup and investors where the investors provide capital to the company in exchange for future equity, upon a specific trigger event, usually the next round of financing. It’s designed to be simpler than traditional equity investments or convertible notes, reducing legal complexities and costs for both parties.

Key Features of SAFE Agreements

  • Equity Conversion: Investors receive shares in the company during a future priced funding round, at a valuation cap or discount rate, or a combination of both.
  • Valuation Cap: Sets a maximum valuation at which the investment can convert into equity, potentially rewarding early investors if the company’s valuation increases significantly.
  • Discount Rate: Provides investors with a discount to the price per share paid by future investors, as a reward for investing early.
  • No Maturity Date: Unlike convertible notes, SAFEs do not have a maturity date, meaning there’s no pressure on the startup to repay the investment within a certain timeframe.
  • Simple and Cost-Effective: Designed to be straightforward, reducing legal expenses and negotiation time.

Types of SAFE Agreements

Y Combinator has iterated on the original SAFE model to introduce variations accommodating different investor and founder needs:

  1. Valuation Cap, No Discount: The SAFE converts at the lowest of the valuation cap or the priced round valuation.
  2. Discount, No Valuation Cap: Invests at a discount to the next round’s price, without a cap on valuation. Riskier for investors as there’s no limit to the conversion valuation.
  3. Valuation Cap and Discount: Includes both a valuation cap and a discount, offering two ways to determine the conversion price. This is less common but provides added flexibility.
  4. MFN (Most Favored Nation) Only: If a company issues another SAFE with better terms later, MFN investors can adopt those terms, protecting early investors from being disadvantaged by later, more favorable deals.

Benefits and Drawbacks of SAFE Agreements

SAFE agreements offer several benefits over traditional funding mechanisms, but they also come with potential drawbacks.

Benefits Drawbacks
– Simplified negotiation and documentation process. – Potential dilution of ownership for founders in future rounds.
– Lower legal costs. – Lack of fixed terms can create uncertainty about the company’s valuation.
– No set maturity date relieves immediate repayment pressure. – Investors do not receive immediate equity, missing out on potential voting rights or dividends.
– Can be more favorable for startups in fast-growth phases. – Conversion triggers can dilute existing shareholders significantly if not managed carefully.

Choosing the Right SAFE for Your Startup

The choice between different types of SAFE agreements depends on the specific needs of your startup and negotiations with potential investors. Valuation caps and discount rates should be carefully considered to ensure they align with your startup’s projected growth and funding milestones.

Further Information:


SAFE agreements offer a streamlined, cost-effective way for startups to secure early-stage funding without the complexities of traditional equity or debt financing. They provide flexibility and are particularly beneficial in scenarios where assessing a company’s valuation is challenging. However, both founders and investors need to understand the implications, including potential dilution and valuation uncertainties, before entering into a SAFE agreement.

For startups in fast-growth stages expecting significant valuation increases, a SAFE with a valuation cap might be ideal. For startups and investors looking for simplicity and flexibility, a discount, no valuation cap SAFE could be attractive, balancing risk and reward on both sides. Startups prioritizing protection for early investors might consider SAFEs with MFN clauses.


What triggers the conversion of a SAFE into equity?

The conversion of a SAFE into equity typically occurs during the next round of equity financing, a change of control, or an IPO.

Is a SAFE a loan?

No, a SAFE is not a loan. It is an agreement that provides investors with future equity in the company under certain conditions, without a maturity date or interest.

Can SAFEs be negotiated?

While SAFEs are designed to simplify the investment process, terms such as valuation caps and discount rates can be negotiated between startups and investors.

Are there any risks associated with SAFE agreements?

Yes, risks include potential dilution for founders, valuation uncertainties for both parties, and the lack of immediate equity for investors.

How do SAFE agreements differ from convertible notes?

SAFE agreements do not have a maturity date or interest rates like convertible notes. They focus solely on the conversion into equity under predefined conditions.

We hope this guide has been insightful in understanding Y Combinator’s SAFE Agreement. Whether you’re a founder seeking investment or an investor considering a SAFE, it’s crucial to weigh the benefits and potential disadvantages. If you have experiences, questions, or further insights to share about SAFE agreements, your contributions are highly valued. Engage with us in the comments, correct any inaccuracies, or pose new questions for a deeper discussion on this topic.