Tech, AI & SaaS

Short answer: For pre-seed and seed financings in the U.S., the SAFE has largely displaced the convertible note — it has no interest, no maturity date, and standardized terms. Notes still have a role in some bridge financings and outside the U.S.

A SAFE is a Y Combinator–originated instrument under which the investor's cash converts to equity at a later priced round, subject to a valuation cap, a discount, or both. It has no interest rate, no maturity, and no creditor rights — which is what most early-stage founders want, and what most early-stage U.S. investors accept.

Convertible notes still appear in three places: (1) bridge rounds where the existing investors want some downside protection; (2) outside the U.S., where SAFEs are less standardized and tax authorities sometimes treat them as equity at issuance; (3) deals where the parties intentionally want a maturity date to force a financing event. For a typical U.S. pre-seed or seed, default to a post-money SAFE.

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