SAFE vs Priced Round Decision Framework.xlsx

	A	B	C	D	E
1	SAFE vs. Priced Round Decision Framework
2	How to think about which instrument is right for your fundraising \| acevedoventurelaw.com
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4	Factor	SAFE	Priced Round	Weight	Your Assessment

5	Amount Being Raised	Best for smaller raises (under $2-3M). Quick close, minimal negotiation.	Better for larger raises ($3M+). Sets valuation, governance.	High
6	Stage of Company	Pre-revenue or very early. Valuation hard to justify.	Some traction, revenue, or clear comps for valuation.	High
7	Investor Expectations	Angel/seed investors comfortable with SAFEs. Less governance.	Institutional VCs often prefer priced rounds with board seats.	High
8	Speed to Close	Days to weeks. Minimal docs (5-10 pages).	Weeks to months. Full legal docs, negotiation cycles.	Medium
9	Legal Cost	Typically $2K-5K or even $0 with standard YC SAFE.	Typically $15K-40K+ depending on complexity.	Medium
10	Valuation Clarity	Deferred. Sets a cap but no price per share yet.	Established. Price per share, ownership percentages clear.	High
11	Cap Table Impact	Not reflected until conversion. Can create confusion.	Immediately clear. Investors show on cap table day one.	Medium
12	Dilution Risk	Multiple SAFEs at different caps can stack dilution.	One-time dilution event. Cleaner for future rounds.	Medium
13	Board / Governance	No board seats, no investor rights typically.	Board seats, information rights, protective provisions.	Medium
14	Conversion Mechanics	Converts at next priced round per SAFE terms.	N/A. This IS the priced round.	Low
15	Follow-on Fundraising	Easy to stack additional SAFEs if needed.	May need investor consent for additional raises.	Medium
16	Investor Protections	Minimal. Pro rata rights at most.	Full suite: anti-dilution, drag-along, information rights.	Medium
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18	Summary / Recommendation
19	Fill in the 'Your Assessment' column above, then use this space to capture your overall recommendation and reasoning. Consider: What stage are you at? How much are you raising? What do your target investors expect? There is no universally right answer. The best instrument is the one that matches your specific situation.
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