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Struggling To Raise Capital At Seed Round? You May Want To Consider A SAFE Transaction…

The Simple Agreement for Future Equity (SAFE) instrument has become a prominent tool for startups seeking capital infusion without the traditional hassles associated with equity financing. This article delves into the nuances of SAFE in the context of raising equity, exploring its benefits, drawbacks, how founders can find providers, and the crucial role of external support in executing SAFE transactions.

Understanding SAFE Transactions: A Pioneering Financing Approach


A SAFE transaction is a contractual agreement between an investor and a startup, allowing the investor to inject capital into the business in exchange for the promise of future equity. Unlike traditional methods such as convertible notes, SAFE transactions do not accrue interest or have maturity dates. Instead, they offer a straightforward and streamlined approach to fundraising.


How SAFE Transactions Work: A Seamless Process


  1. Investment Agreement: The investor provides capital to the startup with the expectation of obtaining equity at a later financing round or triggering event.

  2. Conversion Trigger: The SAFE converts into equity when predetermined conditions, such as a subsequent funding round or acquisition, are met.

  3. No Valuation Headache: One of the key advantages of SAFE transactions is that they defer the valuation discussion until a later stage, making the process quicker and less complex.



Benefits and Drawbacks of SAFE for Companies Raising Capital




  1. Simplicity and Speed: SAFE agreements streamline the fundraising process by omitting the need to determine an immediate valuation of the company. This expedites the funding round, allowing companies to focus on growth.

  2. Alignment of Interests: SAFE structures align the interests of founders and investors. Both parties benefit from the future success of the company, fostering a shared commitment to long-term growth.

  3. Flexibility in Terms: SAFE instruments provide flexibility in setting terms such as conversion discounts and valuation caps, allowing founders to tailor the agreement to their specific needs and circumstances.




  1. Uncertain Valuation: The lack of an immediate valuation may leave founders in the dark about their company's true worth, potentially impacting future negotiations with investors.

  2. Potential Dilution Concerns: As SAFEs convert into equity during subsequent funding rounds, there is a risk of dilution for existing shareholders, including founders and early investors.

  3. Investor Perceptions: Some traditional investors may be cautious about SAFEs, preferring more conventional equity instruments. This could limit the pool of potential investors for a company utilising SAFE.


Finding Providers of SAFE Capital


Identifying providers of SAFE capital involves navigating a network of angel investors, venture capitalists, and accelerators. Founders can leverage online platforms, networking events, and introductions through industry connections to locate potential investors interested in deploying capital through SAFE instruments, but if that becomes too time consuming, Founders can enlist the help of an experienced financial advisor to handpick relevant investors from their longstanding and established network of alternative investors to them.


External Support for Executing SAFE Transactions


Executing a SAFE transaction requires meticulous legal and financial considerations. Founders often seek external support in the following areas:


  1. Legal Expertise: Engaging legal professionals with expertise in startup financing is crucial to drafting a comprehensive and legally sound SAFE agreement.

  2. Financial Advisory Services: Financial advisors can assist founders in making strategic introductions to investors who would have dry powder and interest in investing in a company in their industry, at their funding round and in their geography, as well as determining appropriate terms, considering the company's financial health, market conditions, and potential impact on future valuations.

  3. Negotiation Assistance: External support from financial advisors can prove invaluable during negotiations, ensuring that founders secure terms that align with their strategic objectives while addressing investor concerns.


The Value Add of Financial Advisors


Financial advisors bring a range of benefits to founders navigating SAFE transactions:


  1. Strategic Guidance: Advisors provide strategic guidance, helping founders align their fundraising efforts with the company's overall business strategy.

  2. Market Insights: Leveraging current industry knowledge, advisors offer insights into prevailing market conditions, investor preferences, and trends, aiding founders in making informed decisions.

  3. Network Access: Established financial advisors often have extensive networks, deep knowledge of investors' dry powder and investment preferences with regards geography, industry and maturity stage of company and can therefore facilitate introductions to investors most likely to have an appetite to invest.


In conclusion, understanding and effectively leveraging SAFE instruments can empower startups to access capital efficiently. With careful consideration of benefits, drawbacks, and external support, founders can navigate the fundraising landscape with confidence, setting the stage for sustained growth and success.




1. What is a SAFE agreement?

A SAFE (Simple Agreement for Future Equity) is a financial instrument used by early-stage startups to secure investment without determining an immediate company valuation.


2. What is dilution in the context of startup funding?


Dilution refers to the reduction in ownership percentage of existing shareholders, including founders and early investors, as a result of the issuance of new equity.


3. What is a conversion discount in a SAFE agreement?


A conversion discount is a provision in a SAFE agreement that allows the investor to convert their investment into equity at a discounted price during a future funding round.


4. What does valuation cap mean in a SAFE agreement?


A valuation cap is the maximum pre-money valuation at which the investment from a SAFE will convert into equity during a subsequent financing round, providing a benefit to the investor.


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About the author


Sabbir Rahman is Managing Director of Langdon Capital. He has held prior roles with Morgan Stanley, Lazard and Barclays Investment Bank. He has executed over £60 billion in notional value of debt, equity, M&A and derivatives transactions with global corporates, private equity funds and financial sponsor groups.


About Langdon Capital


Langdon Capital assists innovative, high-growth companies, with >£1m in annual revenue and >30% in annual revenue growth, raise between £1m and £25m in debt or equity at Series A and later funding rounds from a network of alternative investors spanning venture capital funds, corporate VC arms, family offices, venture debt funds, private credit funds, real estate funds and hedge funds.




This is not financial advice or any offer, invitation or inducement to sell or provide financial products or services or to engage in any form of investment activity.

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