Fundraising Basics9 min read

The Post-Money SAFE: Why YC Changed the Standard

In 2018, YC updated the SAFE from pre-money to post-money. This seemingly small change has big implications for how much dilution you take.

VC

VentureCounsel.AI

December 18, 2024

If you're raising on SAFEs, you need to understand the difference between pre-money and post-money SAFEs. Since 2018, Y Combinator's standard SAFE has been post-money—and this change affects how much of your company you're actually selling.

The Pre-Money SAFE (Old Standard)

In the old pre-money SAFE, the valuation cap represented the company's value before the SAFE money came in. This created a problem: the more SAFEs you sold, the more dilution you—the founder—took.

Example:

  • Pre-money cap: $8M
  • SAFE 1: $500K
  • SAFE 2: $500K
  • SAFE 3: $500K

With a pre-money SAFE, all three investors convert based on the same $8M cap. When they convert, you might find you've given away more than you expected because each SAFE dilutes the others.

The Post-Money SAFE (Current Standard)

The post-money SAFE flips this. The valuation cap represents the company's value after including the SAFE money. This makes dilution predictable and transparent.

Same example with post-money SAFE:

  • Post-money cap: $10M
  • SAFE 1: $500K → investor gets exactly 5%
  • SAFE 2: $500K → investor gets exactly 5%
  • SAFE 3: $500K → investor gets exactly 5%

Total SAFE dilution: 15%. You know exactly what you're giving away.

Why YC Made the Change

The switch to post-money SAFEs solved several problems:

1. Clarity: Founders and investors both know exactly how much ownership the SAFE represents. $500K on a $10M post-money cap = 5%, always.

2. Fairness: SAFE investors don't dilute each other. The first $500K investor and the fifth $500K investor get the same ownership for the same money.

3. Simplicity: Cap table calculations become straightforward. No complex formulas needed.

The Catch: Founder Dilution

There's a reason some founders preferred the old pre-money SAFEs: with post-money SAFEs, you take all the dilution, not the SAFE investors.

In a pre-money SAFE, if you raised more SAFEs, all SAFE investors would dilute each other (and you). In a post-money SAFE, each SAFE investor's percentage is locked in—the dilution comes entirely from your slice.

This makes post-money SAFEs more expensive for founders if you're raising a lot of SAFE money. But it's more honest about the true cost.

How to Think About Post-Money Caps

When negotiating a post-money SAFE, your valuation cap should be higher than it would be for a pre-money SAFE—typically by the amount of money being raised.

Rough conversion:

  • Pre-money cap: $8M, raising $2M on SAFEs
  • Equivalent post-money cap: $10M

If an investor proposes a $8M post-money cap when you expected an $8M pre-money cap, you're getting a worse deal than you thought.

Pro-Rata and the Post-Money SAFE

Post-money SAFEs also clarify pro-rata rights. The SAFE can include a percentage entitlement for future rounds based on the investor's ownership percentage at conversion. This makes it clear what pro-rata rights the investor actually has.

The Bottom Line

Post-money SAFEs are now the standard for good reason:

  • More transparent: Everyone knows exactly what they're getting
  • Simpler math: Ownership % = investment / post-money cap
  • Fairer to investors: Each SAFE investor gets what they paid for

But remember: post-money caps should be higher than pre-money caps to represent the same dilution. Don't let anyone confuse the two.

When in doubt, use our SAFE Generator to create market-standard post-money SAFEs with the right terms.

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