However, a major drawback is that holders of post-money funds would not participate in dilution of future financing cycles until security banknotes are converted after money into a cycle of cheap equity. Because this dilution has to go somewhere, it is carried by the founders and the first employees. And so it seems that every SAFE investor after the money would receive a better offer than most holders of chests that are not based on money. The valuation cap is a pre-negotiated amount that is used to „capen” the conversion price. Without a valuation cap, the conversion price at which a SAFE is converted into preferred shares is the price of preferred shares for equity financing (with or without a discount, depending on the choice you make in the Zegal application). In the case of an valuation cap, the processing price is determined by the valuation ceiling, regardless of the cost of equity financing. Nevertheless, the proposed compromise is increased clarity of ownership and future dilution would foster investor confidence and give founders a much better idea of how their property would be diluted. Finally, this can help to settle in a favorable position for the following rounds. Here are some thoughts on the dispersion of action: the addition of convertible papers in the definition of post-money capitalization becomes the denominator in this simple problem of division. And with a higher denominator, the lower the ratio, i.e. the price per share. With the low price per share, the SAFE investor receives more shares for his money. And the more shares they receive, the more ownership of other shareholders is diluted.
Equity financing is defined in SAFE as „bona fide transaction or series of transactions with the main purpose of raising capital, pursuan weens which the Company issues and sells Shares Preference at a fixed pre-money valuation.” Unlike a convertible bond, there is no threshold or minimum amount for equity financing. The exact conditions of a SAFE vary. However, the basic mechanics[1] are that the investor makes available to the company a certain amount of financing at the time of signing. In return, the investor will later receive shares in the company in connection with specific contractual liquidity events. The main trigger is usually the sale of preferred shares by the company, usually as part of a future fundraising cycle. Unlike direct equity acquisition, shares are not valued at the time of SAFE signing. Instead, investors and the company negotiate the mechanism with which future shares will be issued and defer actual valuation. These conditions generally include an entity valuation cap and/or a discount on the valuation of the shares at the time of triggering. In this way, the SAFE investor participates above the company between the signing of safe (and the financing provided) and the triggering event. At the end of 2013, Y Combinator published the Simple Agreement for Future Equity („SAFE”) investment instrument as an alternative to convertible debt. [2] This investment vehicle has become popular in both United States.
