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SAFEs vs Convertible Notes: Different Sectors Prefer Different Pre-Seed Structures

When it comes to raising pre-seed capital for startups, entrepreneurs often find themselves at a crossroads, deliberating over various funding structures to fuel their ventures. Among the most popular options are SAFE (Simple Agreement for Future Equity) notes and convertible notes, both offering flexibility and advantages tailored to different needs and preferences. However, what might surprise many is how these structures resonate differently across various sectors within the startup ecosystem. Let’s delve into the nuances of SAFE notes and convertible notes and explore why different sectors might lean towards one or the other.

Understanding SAFE Notes and Convertible Notes

Before diving into sector preferences, it’s essential to grasp the basics of these funding instruments.

SAFE Notes: Introduced by Y Combinator, SAFE notes are a relatively newer alternative to traditional convertible notes. They allow investors to inject capital into a startup in exchange for the promise of future equity, without determining an immediate valuation or setting an interest rate. Instead, the conversion occurs during a future priced equity round, typically at a discount or with a valuation cap.

Convertible Notes: Convertible notes, on the other hand, have been around for longer and operate similarly to SAFE notes. They represent debt that converts into equity at a future milestone, usually during a subsequent fundraising round. Convertible notes often come with an interest rate, a valuation cap, and sometimes a discount rate.

Sector Preferences: A Comparative Analysis

1.Tech and SaaS Startups:

Preference: Tech and Software as a Service (SaaS) startups often lean towards SAFE notes. The agility and simplicity of SAFE notes align well with the fast-paced nature of tech ventures, where valuations can rapidly change. Additionally, the absence of an interest rate in SAFE notes can be appealing for startups in sectors where profitability might take longer to achieve.

Reasoning: Tech startups frequently experience unpredictable growth trajectories and may face challenges in valuing their businesses accurately during early stages. SAFE notes allow for flexibility in valuation, enabling startups to attract capital without the need for immediate pricing negotiations.

2. Biotech and Healthcare:

Preference: Biotech and healthcare startups tend to favor convertible notes. These sectors often require significant upfront capital for research and development, and convertible notes provide a structured approach with defined terms, including interest rates and valuation caps. Moreover, the longer development timelines in these sectors may necessitate a more traditional financing approach.

Reasoning: Biotech and healthcare startups typically operate within a regulatory framework that demands rigorous testing and validation processes. Convertible notes offer clarity and stability, which can be crucial for investors seeking reassurance amidst the inherent uncertainties of drug development or medical device innovation.

3. Consumer Products and E-commerce:

Preference: Consumer product and e-commerce startups may gravitate towards SAFE notes, mirroring the preference of tech and SaaS companies. The rapid iteration cycles and market-driven valuations characteristic of these sectors align well with the flexibility provided by SAFE notes.

Reasoning: Consumer product and e-commerce startups often rely on user feedback and market trends to refine their offerings quickly. SAFE notes allow them to raise capital efficiently without the need for extensive negotiations or fixed interest payments, enabling founders to focus more on product development and market expansion.

4. Hardware and IoT (Internet of Things):

Preference: Hardware and IoT startups might opt for convertible notes due to the capital-intensive nature of hardware development. Convertible notes offer structured financing with interest rates, providing a clear framework for both investors and founders.

Reasoning: Hardware and IoT startups often face high upfront costs associated with prototyping, manufacturing, and distribution. Convertible notes provide a financing mechanism that acknowledges these capital needs while also offering investors the potential for equity upside based on the startup’s future success.


In the diverse landscape of startup sectors, the choice between SAFE notes and convertible notes isn’t just a matter of preference—it’s a strategic decision influenced by the unique dynamics of each industry. While SAFE notes offer flexibility and simplicity suited to fast-paced tech ventures, convertible notes provide structure and clarity, particularly in sectors with longer development cycles and substantial upfront costs. Understanding these sector preferences can empower entrepreneurs to make informed decisions when navigating the complexities of pre-seed fundraising, setting their startups on the path to success.

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