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Fundraising & Equity

Pre-Money vs Post-Money SAFE: What to Negotiate and Why It Matters

Collated by Harry Prabandham

Curated by Rubric Financial

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The Core Difference

  • Pre-money SAFE (YC's 2013 form): valuation cap applies to the company's pre-money valuation at the priced round. Multiple SAFEs share dilution; the percentage each gets depends on what comes after.
  • Post-money SAFE (YC's 2018 form): valuation cap applies to the post-money valuation, locking in the investor's ownership percentage at conversion. Stacking more SAFEs dilutes founders, not other SAFE holders.
  • Post-money SAFEs are now standard — they make investor math cleaner. But founders pay for that cleanliness in additional dilution as SAFEs stack.
  • Both convert to preferred stock at the next priced round, using either the cap price or the discount, whichever is better for the investor.

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