Running a SAFE round

Signature to stock: what to decide, what to send, and what to keep.

A SAFE round is three jobs that look like one: agreeing the terms, getting the money in, and tracking a promise of stock that stays open for years. This guide walks the sequence in order, names the evidence each step produces, and shows what the round file has to hold when a lawyer asks for it at your Series A.

Written for founders raising on SAFEs, and whoever keeps the round file · PDF, 8 pages · 12 sections, ending in a printable checklist · Free

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Every section, in order

The guide follows the transaction as it actually happens rather than as it is filed. Each section names what has to be true before the next one starts.

  • Before you start
  • What a SAFE is, and what it is not
  • The four terms you will be asked about
  • What a complete round file holds
  • The sequence
  • Wire instructions, and the fraud that targets them
  • Three facts about money, never collapsed into one
  • After the money lands: the open promise
  • Conversion, when it comes
  • What to keep, and why
  • The round checklist
  • Where Termn fits

From the guide: Three facts about money, never collapsed into one

One section, unedited, so you can see what you are getting before you type an address. The other 11 sections read like this one.

Most round trackers record a single field: funded, yes or no. That one field is three different assertions with three different weights, and a diligence request will pull them apart whether or not your file does.

The factWho asserts itWhat it is worth
“I sent the wire.”The investor.A claim. Good faith, no evidence. Useful for knowing what to expect and when to follow up.
A credit in the company account.The receiving bank.Evidence. It is the money’s own record, and it names an amount, a date, and an originator.
“That credit is this investor’s SAFE, in full.”Someone at the company with authority.Confirmation. It is the only one of the three that closes the funding, because it is the only one that matches the money to the agreement.
Marked sent — investor’s claim, 12 May
Credit received — receiving-bank statement, 14 May
Funds reconciled — confirmed by the CEO against SAFE #7, 14 May

Partial wires, fee deductions, and an investor who rounds down are ordinary. They are only a problem when the record says “funded” and the amount underneath it is not the amount on the SAFE.

Running one of these now? See how Termn runs SAFE financing. Your first workspace is free, and nothing goes out until you send it.

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Common questions

Is this about a specific SAFE form?
No. It works for whichever form your counsel sends, post-money or pre-money, capped or uncapped. The guide is about the process around the document: what to decide before sending it, how the money is proved, and what stays open afterward.
I have already closed. Is it still useful?
That is arguably when it matters most. Much of the guide is about the years after the money lands: the outstanding list, what MFN does to it when you issue the next SAFE, and what conversion actually requires.
Does it tell me what cap to take?
No, and it says so plainly. Caps, discounts, and amounts are yours and your investors’ to agree, with your counsel. The guide explains what each term changes later so you can hold the conversation properly.
Who wrote it?
The people who build Termn, from the transaction we run every day. It is not legal advice and it is not a substitute for your own counsel, and it says that on page one.

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