Fundraising Instruments Intermediate

Pre-Money SAFE

An older SAFE format where the valuation cap does not include the SAFE investment itself.

Definition

A pre-money SAFE is the original SAFE format where the valuation cap does not include the SAFE investment. This means all SAFE investors share dilution with each other: the more SAFEs raised, the more diluted each SAFE investor becomes. Pre-money SAFEs are less common today because investors prefer the clarity of post-money SAFEs, but you may still encounter them.

Why it matters

If your company used pre-money SAFEs, the dilution math is more complex and founders retain slightly more ownership compared to post-money SAFEs with the same cap. However, it is harder for anyone to calculate exact ownership until conversion.

Example

Investor A puts $500K into a pre-money SAFE at a $5M cap. Investor B puts another $500K at the same cap. Both investors share the ownership stake, together getting about 17% instead of 20% because the cap is pre-money.

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This definition is an educational summary. It is not legal, tax, or investment advice. Specific terms in your equity grant or company documents may differ.