Navigating Early Stage SAFEs: A Guide for Founders to Understand How Stacking Works

Embarking on the journey of early-stage fundraising can be both exciting and challenging for startup founders. In this dynamic landscape, Simple Agreements for Future Equity (SAFEs) have emerged as a popular instrument, offering flexibility to both founders and investors. However, the strategy of stacking SAFEs, while seemingly advantageous, can be a double-edged sword. Let’s delve into this complex terrain to understand its nuances and implications for founders aiming to secure capital before a Series A priced round.

The Appeal of Stacking SAFEs

Founders often turn to SAFEs for their simplicity and the ability to secure funding without the immediate need to determine the company’s valuation. Stacking SAFEs, or securing multiple SAFEs at different valuation caps, can offer several apparent benefits:

1. Gradual Funding: SAFEs with escalating valuation caps enable startups to secure funds in stages, aligning with their growth and development milestones.

2. Dilution Management: Investors in SAFEs with higher caps face less dilution upon conversion, providing an incentive for early backers.

3. Diverse Investor Engagement: Engaging diverse investors at different stages can bring varied expertise and networks to the table, enriching the startup’s ecosystem.

The Risks of Stacking SAFEs

While the benefits are evident, the risks associated with stacking SAFEs become apparent during the transition to a Series A priced round:

1. Complex Cap Table: Stacking SAFEs creates a convoluted cap table, making it challenging to determine the true ownership structure. This complexity can deter potential Series A investors.

2. Founder Dilution: The dilution caused by numerous SAFEs converting at different caps can significantly impact founder ownership, potentially leading to a loss of control and influence over the company.

3. Negotiation Challenges: The tangled web of SAFEs can lead to disputes during the Series A negotiation, making it difficult to set a fair valuation. Investors might demand additional terms to compensate for the cap table complexity, putting founders at a disadvantage.

Example Scenario:

First SAFE (SAFE A):

  • Investment: $500,000
  • Valuation Cap: $5 million

Second SAFE (SAFE B):

  • Investment: $700,000
  • Valuation Cap: $7 million

Series A Priced Round:

  • Series A Investment: $2 million
  • Valuation: $10 million

Calculating Ownership and Dilution:

**1. ** SAFE A Conversion:

  • SAFE A converts at a $5 million valuation cap. Investment converts into equity at $5 million valuation.
  • SAFE A ownership: $500,000 / $5,000,000 = 10% of the company

**2. ** SAFE B Conversion:

  • SAFE B converts at a $7 million valuation cap. Investment converts into equity at $7 million valuation.
  • SAFE B ownership: $700,000 / $7,000,000 = 10% of the company

**3. ** Series A Conversion:

  • Series A investors invest at a $10 million valuation. Series A investment converts into equity at $10 million valuation.
  • Series A ownership: $2,000,000 / $10,000,000 = 20% of the company

Ownership After Conversions:

  • Founders: 60% (initial ownership before any investment)
  • SAFE A Investors: 10%
  • SAFE B Investors: 10%
  • Series A Investors: 20%

Dilution Impact:

  • Founders: Diluted by 40% (from 100% to 60% ownership)
  • SAFE A Investors: Diluted by 50% (from 10% to 5% ownership)
  • SAFE B Investors: Diluted by 50% (from 10% to 5% ownership)

The Cleanup Process: A Daunting Task

Transitioning from SAFEs to a Series A priced round requires meticulous cleanup. Untangling the SAFEs demands detailed attention to ensure transparency and fairness. Legal experts and financial advisors play a crucial role in this process, helping founders navigate the complexities effectively.

Navigating the SAFE Waters: A Founder’s Approach

  1. Transparency: Clear communication with investors about the potential risks and benefits of stacking SAFEs is vital. Transparency fosters trust and understanding.
  2. Legal Guidance: Engage legal experts early on to structure SAFEs meticulously, considering the implications for future fundraising rounds.
  3. Investor Alignment: Ensure alignment between investors’ expectations and the startup’s growth trajectory. Seek investors who understand the implications of stacked SAFEs and are supportive of the company’s long-term vision.
  4. Timely Cleanup: Plan for the cleanup process well in advance of the Series A round. Addressing cap table complexities early can streamline the transition.

While SAFEs offer flexibility, founders must tread carefully when stacking these agreements. Understanding the implications of different valuation caps and their effects on ownership stakes is crucial. Diligence, transparency, and expert guidance are the cornerstones of successfully navigating the SAFE waters, ensuring that early-stage fundraising sets the stage for sustainable growth and success.



Trace Cohen Angel Investor / Family Office/ VC

Angel in 60+ pre-seed/seed startups via New York Venture Partners ( Comms/PR/Strategy