✗ Fundamentals

SAFE vs. Convertible Note

Both defer the valuation. One is debt with a clock and interest; the other is not.

SAFEs and convertible notes solve the same problem, raising money before the company has a firm valuation, and founders often use the terms loosely. The difference between them is real and worth understanding, because one is a loan and the other is not.

A note is debt

A convertible note is a loan that converts to equity later. Because it is debt, it carries two features a SAFE lacks: a maturity date, by which it must convert or be repaid, and interest, which accrues and increases the shares the investor eventually receives. If the priced round does not happen before maturity, a note can technically come due, which gives the investor leverage a SAFE does not.

A SAFE is not

A SAFE is not a loan. It has no maturity date and accrues no interest, so it sits quietly on the cap table until a triggering event converts it. That simplicity is why SAFEs became popular for the earliest rounds. The tradeoff is that SAFEs give the investor fewer protections, which is exactly why some investors still prefer notes.

Which to use

Neither is universally right. SAFEs favor speed and founder-friendliness; notes favor investors who want a deadline and interest. Both use caps and discounts, and both defer dilution in ways that are easy to underestimate when stacked. The instrument matters less than modeling what all of them convert into together. This is general information, not legal or investment advice.

Same goal, different leverage.

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