Understanding SAFEs, Priced Equity Rounds, and Choosing the Right Type of Virality for Your Startup

Kazuki Nakayashiki

Hatched by Kazuki Nakayashiki

Sep 25, 2023

4 min read

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Understanding SAFEs, Priced Equity Rounds, and Choosing the Right Type of Virality for Your Startup

Introduction:
In the world of fundraising and investor relationships, startups often find themselves navigating complex terms and agreements. Two key concepts that frequently arise are SAFEs (Simple Agreement for Future Equity) and Priced Equity Rounds. Understanding these funding mechanisms and their implications is essential for entrepreneurs looking to raise capital and scale their businesses. Additionally, choosing the right type of virality can greatly impact a startup's growth and success. In this article, we will explore the intricacies of SAFEs, priced equity rounds, and the different types of virality, providing actionable advice for entrepreneurs along the way.

Understanding SAFEs and Priced Equity Rounds:
SAFEs, when they convert into shares, piggyback on the terms negotiated with the lead investor in the priced round. It's important to note that SAFEs are not debt, but rather a way for investors to invest in a startup with the promise of future equity. There are different variations of SAFEs, such as uncapped SAFEs, which allow investors to receive the same price as priced round investors, and SAFEs with a most favored nation clause, which grants investors better terms if another investor with a cap joins the round. The most common type of SAFE is one with a valuation cap. It's crucial to keep track of the amount sold on SAFEs and the option pool, which typically ranges from 10% to 15% of the company.

In a priced round where a startup has raised money on post-money SAFEs and subsequently conducted a priced round, three things occur: the SAFEs convert into shares, the option pool is increased or created, and new investors invest. The price per share calculation for the new investors includes the shares from the conversion of the SAFEs. It's important to remember that the conversion of SAFEs happens post-money, while the series A price is calculated pre-money. If the priced round is higher than the cap, the SAFE converts at the cap, resulting in the SAFE holders receiving more shares for the same amount of money compared to series A investors. On the other hand, if the cap is higher than the priced round, the SAFE uses the priced round price to calculate shares. To minimize complexity in calculations, it's advisable to avoid a combination of SAFEs and convertible notes.

Actionable Advice:

  1. Use post-money SAFEs when raising funds to simplify conversions in future priced equity rounds.
  2. Keep meticulous track of the amount sold on SAFEs and the option pool to understand the company's dilution and value.
  3. Avoid over-optimizing for valuation caps during fundraising, as it may not have as much impact as anticipated. Focus on the bigger picture and the ultimate goal of scaling the business.

Choosing the Right Type of Virality:
Virality plays a crucial role in a startup's growth strategy. There are five types of virality: word-of-mouth, demonstration, infectious, invitations, and social. Word-of-mouth virality occurs when a product is so remarkable that users naturally want to share it with their friends. To facilitate word-of-mouth virality, ensure your product is easy to find and easy to describe. Demonstration virality is inherent in products that, by their nature, are visually appealing or showcase a unique feature. Users become brand ambassadors by simply using the product. Infectious virality occurs when a product is designed in a way that encourages users to invite others, creating a better experience for both parties. However, infectious virality is not suitable for all products, especially those that are not naturally social. Invitations are the key to spreading infectious virality, but caution must be exercised to avoid false or spammy invitations. It's essential to choose the type of virality that aligns with the product's core value proposition and the desired user experience.

Conclusion:
Understanding the intricacies of SAFEs, priced equity rounds, and choosing the right type of virality can significantly impact a startup's fundraising success and growth trajectory. By utilizing post-money SAFEs, keeping track of dilution and valuation, and avoiding over-optimization for caps, entrepreneurs can navigate the fundraising landscape more effectively. Additionally, selecting the appropriate type of virality for a product can amplify its reach and user adoption. Ultimately, the key metric to measure success is the number of active users, highlighting the importance of building a product that users love and find value in.

Disclaimer: The content in this article is for informational purposes only and should not be considered as legal or investment advice.

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