Why founders should choose pre-money SAFE agreements

𝐁𝐞𝐭𝐭𝐞𝐫 𝐛𝐞 '𝐏𝐫𝐞' 𝐒𝐀𝐅𝐄 𝐭𝐡𝐚𝐧 𝐒𝐨𝐫𝐫𝐲...⁣ ⁣ Over the past few years, I’ve mentored and advised dozens of early-stage startups in Israel - many during one of the toughest periods to raise money and build new ventures.⁣ ⁣ One pattern I see far too often is 𝐟𝐨𝐮𝐧𝐝𝐞𝐫𝐬 𝐛𝐥𝐢𝐧𝐝𝐥𝐲 𝐚𝐜𝐜𝐞𝐩𝐭𝐢𝐧𝐠 𝐒𝐀𝐅𝐄 𝐚𝐠𝐫𝐞𝐞𝐦𝐞𝐧𝐭𝐬 - especially in the very first pre-seed/seed round — without fully understanding the impact of pre-money vs post-money caps.⁣ ⁣ At this early stage, founders hold their only real leverage: they control if and how the company starts. But they’re also at a serious disadvantage, facing investors with much more experience. That’s why you must bring in a sharp, founder-aligned lawyer — one who’s commercial, strategic, and transparent.⁣ ⁣ Unfortunately, 𝐦𝐚𝐧𝐲 𝐝𝐨𝐧’𝐭. And many lawyers simply pull out a 𝐝𝐞𝐟𝐚𝐮𝐥𝐭 𝐩𝐨𝐬𝐭-𝐦𝐨𝐧𝐞𝐲 𝐒𝐀𝐅𝐄 because that’s what became standard after YC’s 2018 update.⁣ ⁣ 𝐁𝐮𝐭 𝐩𝐨𝐬𝐭-𝐦𝐨𝐧𝐞𝐲 𝐒𝐀𝐅𝐄𝐬 𝐚𝐫𝐞 𝐦𝐮𝐜𝐡 𝐛𝐞𝐭𝐭𝐞𝐫 𝐟𝐨𝐫 𝐢𝐧𝐯𝐞𝐬𝐭𝐨𝐫𝐬 — 𝐧𝐨𝐭 𝐟𝐨𝐮𝐧𝐝𝐞𝐫𝐬.⁣ ⁣ Let’s break it down:⁣ You raise $1M at a $5M 𝐩𝐫𝐞-𝐦𝐨𝐧𝐞𝐲 𝐜𝐚𝐩 → Investor gets 𝟏𝟕%.⁣ Same round, but with a $6M 𝐩𝐨𝐬𝐭-𝐦𝐨𝐧𝐞𝐲 𝐜𝐚𝐩 → 𝐒𝐭𝐢𝐥𝐥 𝟏𝟕%.⁣ But now...⁣ If you later raise another $1.5M by extending this SAFE round:⁣ 𝐏𝐫𝐞-𝐦𝐨𝐧𝐞𝐲 SAFE total dilution = 𝟑𝟑%⁣ 𝐏𝐨𝐬𝐭-𝐦𝐨𝐧𝐞𝐲 SAFE total dilution = 𝟒𝟐% (!)⁣ ⁣ 𝐓𝐡𝐚𝐭’𝐬 𝐧𝐞𝐚𝐫𝐥𝐲 𝟑𝟎% 𝐡𝐢𝐠𝐡𝐞𝐫 𝐝𝐢𝐥𝐮𝐭𝐢𝐨𝐧 — all because of the SAFE structure.⁣ ⁣ 𝐈𝐦𝐩𝐨𝐫𝐭𝐚𝐧𝐭 𝐧𝐨𝐭𝐞:⁣ It’s not just the label "pre-money" or "post-money" that matters - 𝐢𝐭’𝐬 𝐡𝐨𝐰 𝐭𝐡𝐞 𝐒𝐀𝐅𝐄 𝐜𝐚𝐥𝐜𝐮𝐥𝐚𝐭𝐞𝐬 𝐭𝐡𝐞 𝐢𝐧𝐯𝐞𝐬𝐭𝐨𝐫’𝐬 𝐨𝐰𝐧𝐞𝐫𝐬𝐡𝐢𝐩, and this is buried in the details of the agreement itself.⁣ ⁣ The two real differences are:⁣ In true post-money SAFEs, investors lock in a fixed ownership percentage and are 𝐧𝐨𝐭 𝐝𝐢𝐥𝐮𝐭𝐞𝐝 by additional SAFEs or grants until conversion.⁣ ⁣ In pre-money SAFEs, investors 𝐚𝐫𝐞 𝐝𝐢𝐥𝐮𝐭𝐞𝐝 by any new financing that happens before conversion — making it much more founder-friendly.⁣ ⁣ 𝐒𝐨𝐦𝐞𝐭𝐢𝐦𝐞𝐬, 𝐭𝐡𝐞 𝐝𝐢𝐥𝐮𝐭𝐢𝐨𝐧 𝐠𝐚𝐩 𝐟𝐨𝐫 𝐟𝐨𝐮𝐧𝐝𝐞𝐫𝐬 𝐛𝐞𝐭𝐰𝐞𝐞𝐧 𝐭𝐡𝐞 𝐭𝐰𝐨 𝐬𝐭𝐫𝐮𝐜𝐭𝐮𝐫𝐞𝐬 𝐜𝐚𝐧 𝐛𝐞 𝐡𝐮𝐠𝐞.⁣ ⁣ Founders:⁣  Don’t just take the SAFE your lawyer drops on you.⁣  Make sure both cap types are on the table.⁣  Push for pre-money when you can.⁣  Post-money can snowball into painful dilution if you're not careful.⁣  And if investors are pushing to lock in a fixed % — consider a priced round instead.⁣ ⁣ 𝐓𝐡𝐢𝐬 𝐢𝐬 𝐲𝐨𝐮𝐫 𝐜𝐨𝐦𝐩𝐚𝐧𝐲.⁣  𝐁𝐞 𝐟𝐚𝐢𝐫, 𝐛𝐞 𝐬𝐭𝐫𝐚𝐭𝐞𝐠𝐢𝐜 — 𝐚𝐧𝐝 𝐩𝐫𝐨𝐭𝐞𝐜𝐭 𝐲𝐨𝐮𝐫 𝐜𝐚𝐩 𝐭𝐚𝐛𝐥𝐞.⁣ ⁣ #Startups #Founders #VentureCapital #StartupFunding #SAFEagreements #startupnation #Entrepreneurship #Fundraising #EarlyStageStartups #ycombinator #execumentoring

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Kobi Ben-Chitrit

Managing Partner at Arnon, Tadmor-Levy | Mentoring Founders since 1997...

6mo

Absolutely right Dani. To add to this - the dilution for founders becomes even more significant when the start up is unable to close a proper priced round that converts the Safe/s and instead continues to raise money through multiple consecutive SAFEs. It’s easy to get caught up in the simplicity of the SAFE structure for raising money, but when these Safes convert, founders can find themselves with a much smaller stake than they expected. One possible solution in cases of heavy founder dilution upon conversion is to grant catch-up options to the founders, but this isn’t always appropriate in the circumstances and can also have negative tax consequences for the founders.

Nimrod Vromen

CEO @ Ark Empowerment

6mo

100% correct, and Y Combinator pushing for Post Money is one of the lousiest moves towards their companies, ever :) https://arkmedianetwork.com/watch/3

Dr. Keren-Or Amar

Business Development | Healthcare Innovation | Investment | Strategic Partnerships & Commercialization

6mo

Thanks for this insightful overview of pre/post money SAFEs. A convertible loan is another option, each instrument having its own pros and cons. The right choice depends on the specific circumstances, and it’s important to understand all options in advance rather than simply following the lawyer’s default recommendation.

David Weaver

I Represent Innovators and Disruptors | Business Attorney | Start-ups & Venture Capital | Mergers & Acquisitions | Financial Product Developer

6mo

The problem now in the US is the market expects post money SAFEs. This increases the importance of being strategic and conscious where you are at all times.

Liam Galin

Professional CEO | Growth Leader | Mentor | All things business | Over 20 years' experience connecting people, markets, technology and innovation

6mo

Important post, Dani. While SAFEs were designed to help founders move faster, in reality they often expose the founders' weaker bargaining position — either because of early-stage uncertainty, urgent cash needs, or lack of experience. Too many founders today sign post-money SAFEs without realizing the future dilution risks until it's too late. Thank you for highlighting this — understanding the fine print today can save companies tomorrow.

Eitan Gelber

Director of Assessment and Training at Performance Health Sciences

6mo

Always safe with the Zeevi family!

Gil Sever

Entrepreneur and Board member

6mo

Very true and very important!

Tomer Elran

Co-Founder & CEO at LIGHTYX

6mo

Great insight , thanks for sharing !

Tidhar Ofek

Uses business law to create optionality and value.

6mo
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