SAFE vs. Convertible Note: What’s the Best for Seed-Stage Funding?

SAFE vs. Convertible Note_ Whats the Best for Seed-Stage Funding_ _ MediaOne

When it comes to raising funds for your startup at the seed-stage funding, there are various options available. Two popular choices are SAFE and Convertible Notes.

Both of these instruments provide a way for investors to support your startup while deferring the valuation and terms of the investment to a later stage.

But which one is the best for seed-stage funding? Let’s compare them and find out.

SAFE (Simple Agreement for Future Equity)

The SAFE (Simple Agreement for Future Equity) is an investment instrument introduced by Y Combinator, one of the most renowned startup accelerators. SAFE is designed to simplify the funding process by providing a standardized document with flexible terms. It allows startups to raise money quickly without the need for complex negotiations.

One of the significant advantages of using SAFE for seed-stage funding is the simplicity and speed it offers. Unlike traditional equity financing, SAFE does not set an immediate valuation for the startup. Instead, it defers the valuation to a future equity round, typically the next priced financing round.

This allows startups to focus on growing their business rather than spending valuable time on valuation negotiations.

Another benefit of SAFE is that it is a debt-free instrument. Startups do not have the obligation to pay interest or make regular repayments to investors. Instead, investors receive equity in the company when the conversion event occurs, typically during a future funding round.

This makes SAFE an attractive option for startups that want to avoid the burden of debt early on.

On the downside, SAFE does not provide investors with a fixed return or interest rate. This means that if the startup fails to secure a subsequent funding round or achieve a liquidity event, the investment made through SAFE may not yield any return. Additionally, the absence of a valuation at the time of investment may lead to dilution of early investors’ equity in future funding rounds.

Convertible Notes

Convertible Notes have been a popular funding instrument in the startup world for a long time. They are debt instruments that convert into equity at a later stage, typically during a priced financing round. Convertible Notes provide a way for investors to lend money to startups with the expectation of converting that debt into equity when certain conditions are met.

One of the advantages of Convertible Notes is that they provide a fixed interest rate or discount rate for investors. This gives investors more clarity on the potential return they can expect from their investment. The interest rate or discount rate is typically determined based on market standards and negotiations between the startup and the investors.

Another benefit of Convertible Notes is that they provide a predetermined valuation cap or valuation cap range. This sets a maximum valuation for the startup when the conversion event occurs. It provides a degree of protection for early investors by ensuring that their equity stake is not diluted excessively in future funding rounds.

However, Convertible Notes come with their own set of challenges. The negotiation process for the terms of the note can be time-consuming and complex, especially for startups with multiple investors.

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Additionally, the debt nature of Convertible Notes means that startups have an obligation to repay the principal amount if the conversion event does not occur. This can create financial pressure on the startup, especially if they are unable to secure subsequent funding.

Choosing the Right Option for Seed-Stage Funding

Choosing the Right Option for Seed-Stage Funding

When it comes to choosing between SAFE and Convertible Notes for seed-stage funding, there is no one-size-fits-all answer.

The decision depends on various factors, including the startup’s specific needs, the preferences of investors, and the current market conditions.

Here are some points to consider when making your decision:

  • Simplicity vs. Negotiation: If you value simplicity and speed, SAFE might be the better option. It allows you to raise funds quickly without getting into lengthy negotiations over valuation and terms. On the other hand, if you prefer more control and clarity over the terms of the investment, Convertible Notes may be a better fit.
  • Debt-Free vs. Debt-Obligation: SAFE offers a debt-free funding option, while Convertible Notes involve a debt obligation. If you want to avoid the burden of debt early on and focus on building your business, SAFE could be the preferred choice. However, if you are comfortable with taking on debt and believe in the potential for a higher return, Convertible Notes may be more suitable.
  • Fixed Return vs. Uncertain Return: Convertible Notes provide investors with a fixed interest rate or discount rate, offering more clarity on the potential return. On the other hand, SAFE does not guarantee a fixed return and relies on the success of future funding rounds or a liquidity event. If you want to provide more certainty to your investors, Convertible Notes might be the way to go.
  • Equity Dilution vs. Valuation Cap: SAFE defers the valuation to a future equity round, which may lead to equity dilution for early investors. Convertible Notes, on the other hand, come with a valuation cap or valuation cap range, protecting early investors from excessive dilution. If preserving equity ownership is a priority, Convertible Notes could be a better choice.
  • Investor Preference: It’s essential to understand the preferences of potential investors. Some investors may have a strong preference for one instrument over the other. They might be more familiar with Convertible Notes and feel more comfortable with the fixed return and valuation cap. Conversely, other investors may prefer the simplicity and flexibility of SAFE. Consider the investors you are targeting and what aligns best with their investment strategies.
  • Industry Norms: Different industries may have different norms when it comes to seed-stage funding instruments. Research what is commonly used in your industry and consider the expectations of investors within that sector. Understanding industry standards can help you make a decision that aligns with market practices and investor expectations.
  • Timing and Market Conditions: The timing of your fundraising efforts and the current market conditions can also influence your choice. During periods of economic uncertainty or when investors are cautious, they may prefer the security of Convertible Notes with a fixed return. On the other hand, in a thriving market where valuations are rapidly increasing, SAFE may be more attractive as it allows investors to defer valuation until a future funding round.
  • Long-Term Goals: Consider your long-term goals for the startup. If your primary objective is to quickly raise funds at the seed stage and focus on growing the business without the burden of debt, SAFE may be the better option. However, if you have a more structured plan for subsequent funding rounds and want to provide clarity and protections to early investors, Convertible Notes may be a more suitable choice.
  • Legal and Administrative Considerations: Both SAFE and Convertible Notes have legal and administrative requirements. It’s important to consult with a legal professional to ensure that you understand the implications and obligations associated with each instrument. They can guide you through the documentation and help you comply with regulatory requirements.
  • Combination Approach: In some cases, startups may choose to use a combination of funding instruments. For example, you could use SAFE for a portion of the funding and Convertible Notes for another portion. This approach allows you to cater to different investor preferences and optimize your funding strategy.
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Common Mistakes to Avoid in Seed-Stage Funding

Securing seed-stage funding is a critical milestone for startups, but it can also be a challenging and complex process. As an entrepreneur, it’s important to be aware of common mistakes that can hinder your fundraising efforts.

By understanding and avoiding these pitfalls, you can increase your chances of successfully raising seed-stage funding. In this section, we’ll discuss some of the most common mistakes to avoid.

Lack of Preparation:

One of the most significant mistakes startups make is approaching seed-stage funding without adequate preparation. It’s crucial to have a solid business plan, a well-defined value proposition, and a clear understanding of your market and competition. Investors want to see that you’ve done your homework and have a strategic vision for your startup.

Take the time to thoroughly research and plan before engaging with potential investors.

Inadequate Market Validation:

Investors want to see evidence that your product or service has a market demand. Failing to validate your market before seeking funding can be a major setback.

Conduct market research, gather customer feedback, and demonstrate traction through early adopters or beta testers. Showing that you have a viable product and a receptive market will increase investor confidence in your startup.


Overvaluing your startup is a common mistake that can lead to difficulties in securing funding. While it’s natural to be optimistic about your venture’s potential, setting an unrealistic valuation can deter investors.

Valuations should be based on objective factors such as market comparables, revenue projections, and growth potential. Be realistic and transparent when presenting your valuation to investors.

Ineffective Pitch:

Your pitch is crucial in capturing the attention and interest of potential investors. Many startups make the mistake of delivering a pitch that is either too technical or lacks a compelling narrative.

Craft a concise and engaging pitch that clearly communicates your unique value proposition, market opportunity, and the problem you’re solving. Practice your pitch thoroughly to ensure it flows smoothly and resonates with investors.

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Inadequate Team Presentation:

Investors invest in both the idea and the team behind it. Neglecting to highlight your team’s expertise, experience, and complementary skills can be detrimental to your funding efforts.

Clearly articulate the qualifications and achievements of your team members, emphasizing how their background and skills position them for success in executing your startup’s vision.

Lack of Investor Fit:

Not all investors are the right fit for your startup. It’s essential to research and target investors who have a genuine interest in your industry or vertical. Approach investors who have a track record of investing in companies similar to yours.

Tailor your pitch to align with their investment criteria and demonstrate why your startup is a good fit for their portfolio.

Ignoring Due Diligence:

Due diligence is a critical step in the investment process, and overlooking it can have serious consequences. Investors will conduct thorough due diligence to assess the viability and potential risks of your startup.

Be prepared to provide detailed financials, legal documentation, and any other information that investors may require. Failing to address due diligence requests promptly and transparently can erode investor confidence.

Poor Negotiation Skills:

Negotiating the terms of your seed-stage funding is a delicate process. Startups often make the mistake of being too rigid or inexperienced in negotiations, which can lead to unfavorable terms.

Seek guidance from experienced advisors or mentors who can help you navigate negotiations and ensure you secure a fair deal. Remember, it’s not just about the funding amount but also the terms and conditions that will impact your startup’s future.


SAFE and Convertible Notes are both popular funding options for startups at the seed-stage. SAFE offers simplicity and speed, while Convertible Notes provide more control and clarity over the terms of the investment.

Ultimately, the choice between the two depends on your specific needs, investor preferences, and market conditions.

Consider the advantages and disadvantages of each option and make an informed decision that aligns with your startup’s goals.

Remember, seeking professional advice from a lawyer or an experienced startup mentor is crucial when making funding decisions. They can guide you through the process and help you choose the option that best suits your unique situation. Good luck with your seed-stage funding journey!

When it comes to seed-stage funding, choosing between SAFE and Convertible Notes requires careful consideration. Evaluate the advantages and disadvantages of each instrument, taking into account your specific needs, investor preferences, industry norms, timing, and long-term goals. Seek advice from professionals in the field, such as lawyers or experienced startup mentors, to ensure you make an informed decision.

Remember, the choice of funding instrument is just one piece of the puzzle. Building a solid business model, demonstrating traction and potential, and creating a compelling pitch are equally important in attracting investors. Good luck with your seed-stage funding journey, and may your startup thrive and grow!

About the Author

Tom Koh

Tom is the CEO and Principal Consultant of MediaOne, a leading digital marketing agency. He has consulted for MNCs like Canon, Maybank, Capitaland, SingTel, ST Engineering, WWF, Cambridge University, as well as Government organisations like Enterprise Singapore, Ministry of Law, National Galleries, NTUC, e2i, SingHealth. His articles are published and referenced in CNA, Straits Times, MoneyFM, Financial Times, Yahoo! Finance, Hubspot, Zendesk, CIO Advisor.


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