Simple Agreement for Future Equity (Y Combinator SAFE) review
Y Combinator SAFE (post-money or pre-money variant).
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What it checks
SAFE identifies post-money vs pre-money variant
Y Combinator publishes both post-money (2018+) and pre-money (legacy) SAFE templates; dilution mechanics differ materially.
Critical · EQT-001
Conversion event defined (Equity Financing)
SAFE must define the conversion event — typically the next preferred-stock financing above a threshold.
Critical · EQT-002
Valuation cap or discount rate stated
SAFE must specify at least one of: valuation cap, discount rate, or MFN.
Critical · EQT-003
Liquidity event treatment
SAFE must address acquisition / change of control before conversion.
Critical · EQT-004
Dissolution event treatment
SAFE must address treatment on dissolution.
Critical · EQT-005
MFN provision references later instruments
MFN should clearly attach to subsequent SAFEs or convertible securities of the company.
Warning · EQT-006
Representations of the company and the investor
SAFE should carry baseline representations of the company and accredited-investor representation of the investor (Reg D Rule 506).
Critical · EQT-007
Interest-bearing SAFE language
A SAFE is not a debt instrument; interest accrual is inconsistent with the YC SAFE form.
Critical · EQT-008
Governing law and forum (Delaware)
YC SAFE governing law is Delaware unless modified.
Warning · EQT-009
Every run also applies 108 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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