Investing in Startups: Choosing Between SAFEs and Direct Equity Investments

Investing in startups can be an exciting and potentially lucrative endeavor for investors. However, deciding on the most suitable investment vehicle is crucial for maximizing returns and aligning with investment goals. Two popular options for startup investments are investing via a SAFE (Simple Agreement for Future Equity) or directly acquiring equity on the cap table. In this article, we will explore the considerations investors should keep in mind when deciding between SAFEs and direct equity investments in startups.

Understanding SAFEs

A SAFE is a relatively new investment instrument designed to simplify and streamline early-stage startup investments. Unlike traditional equity investments, SAFEs do not immediately determine valuation or issue shares. Instead, SAFEs provide investors with the right to convert their investment into equity at a later financing round or specified trigger event, such as an acquisition.

Advantages of Investing via SAFE
1. Simplicity and Speed

SAFEs are known for their simplicity and efficiency in comparison to traditional equity investments. Negotiating a SAFE is often faster and requires fewer legal complexities.

2. Dilution Protection

SAFEs can include features like valuation caps or discounts, offering investors protection against potential dilution when the conversion event occurs.

3. Flexibility

SAFEs allow investors to participate in the future upside of the company without the immediate need to determine valuation or establish ownership percentages.

Direct Equity Investments

Direct equity investments involve purchasing shares directly from the startup, resulting in ownership and control rights. This method is more similar to traditional investments in established companies.

Advantages of Direct Equity Investments
1. Clear Ownership and Control

Direct equity investments provide investors with transparent ownership stakes and control rights proportionate to their shareholding. This allows for a more direct influence on the startup’s decision-making processes.

2. Valuation Determination

Direct equity investments involve immediate valuation determination, offering clarity and establishing a basis for calculating ownership percentages.

3. Dividends and Voting Rights

Equity investors typically have voting rights and, depending on the terms, may be entitled to dividends if the startup generates profits.

Factors to Consider when choosing between SAFE & Direct Equity
1. Risk Appetite

SAFEs may be suitable for investors seeking flexibility and early-stage exposure without the immediate need to establish valuation. However, direct equity investments offer more transparency and control, which may be appealing to investors who prefer a clearer ownership structure.

2. Investor Involvement

Direct equity investments provide a greater level of involvement in the startup’s decision-making and can be attractive to investors who wish to actively contribute to the company’s growth.

3. Valuation Confidence

Investing via SAFE defers valuation until a future event, which introduces uncertainty. Investors who prefer a more immediate understanding of their ownership percentage and value may opt for direct equity investments.


Choosing between investing via a SAFE or acquiring direct equity in a startup depends on various factors, including risk appetite, desired involvement level, and valuation confidence. SAFEs offer simplicity, flexibility, and potential dilution protection, while direct equity investments provide clear ownership, control, and immediate valuation determination. Investors should carefully evaluate their preferences, investment goals, and risk tolerance before deciding on the most suitable investment vehicle for their startup investments. Seeking advice from professionals and conducting thorough due diligence on the specific startup can further assist in making an informed investment decision.

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