Y Combinator publishes post money SAFE documents for both US and Singapore companies. They share the core SAFE architecture, but they are not interchangeable. YC publishes the US forms for US issuers, and their standard company representations contemplate a Delaware corporation. The international Singapore form adapts the document for a company incorporated in Singapore and must operate through Singapore corporate law.

Each document is an agreement for future equity rather than an allotment of shares at signing. The investor pays the purchase amount in accordance with the executed SAFE and receives its contractual rights. Conversion shares are issued only when the applicable contractual trigger occurs and the required corporate steps are completed.

Issuer first: Choose the form for the company's place of incorporation. A governing law clause cannot, by itself, turn the US document into a Singapore corporate instrument.

What the forms share

YC's current US post money forms and international Singapore post money form use post money mechanics. The published forms state that no interest accrues and do not contain a maturity date. The forms address an equity financing, a liquidity event and a dissolution event, using definitions and mechanics specific to each document. The exact formulae and defined terms in the executed document control the outcome.

A valuation cap is a reference for calculating a conversion price. It is not the company's current valuation and is not a ceiling on the valuation of the next priced round. A discount form instead calculates the conversion price by applying its defined Discount Rate to the priced round price. The capitalisation definition determines which shares, options and other instruments enter the denominator.

The US YC SAFE suite

For US companies, YC publishes separate post money forms using a valuation cap, a discount or a most favoured nation provision. The standard company representations contemplate a Delaware corporation. Any issuer with a different place or form of organisation must confirm that the selected document is suitable rather than relying on the US label alone.

On an equity financing, the executed US SAFE converts under its formula. Under the published US post money valuation cap form, a holder facing a liquidity event is generally entitled to the greater of the purchase amount, called the Cash-Out Amount, and the as converted proceeds, called the Conversion Amount, subject to the priority provisions.

On dissolution, that US form generally provides for the Cash-Out Amount, subject to available assets. The Cash-Out Amount ranks behind creditor claims and outstanding indebtedness, alongside Cash-Out Amounts on other SAFEs and liquidation preferences on preferred stock, and ahead of common stock. A Conversion Amount instead ranks alongside common stock and others receiving an as converted amount.

The Singapore YC SAFE

YC publishes an international post money SAFE for a Singapore company. It preserves the core future equity structure while adapting the agreement for a Singapore issuer. The published form states that no interest accrues and does not set a maturity date.

Its post money calculation uses the Singapore form's defined Company Capitalization immediately before the equity financing. The resulting percentage is not a guarantee of ownership after the priced round. New money in that round, an option pool increase excluded from the denominator and later issuances can dilute the holder.

The Singapore document must be read directly for its conversion, liquidity and dissolution definitions. Similar concepts or headings in the US form should not be treated as a substitute for the wording of the Singapore form.

Singapore corporate implementation

A Singapore SAFE does not itself allot shares when it is signed or funded. Under section 161 of the Companies Act, directors generally need the company's prior approval in general meeting before allotting conversion shares, subject to statutory exceptions. The scope and continuing validity of the approval must be checked for the particular allotment.

The company's constitution, pre-emption rights, reserved matters and existing investor documents may require further approvals or waivers. ACRA states that an allotment by a Singapore private company takes effect when the electronic register of members is updated after the allotment filing, and requires the return of allotment to be filed within 14 days of the allotment. The filing should therefore be coordinated as part of implementing conversion.

Governing law is not the only difference

Using the Singapore form is not merely a matter of replacing the governing law clause. Definitions, company law concepts, corporate approvals and the share allotment process need to work for a Singapore issuer. Conversely, a Singapore form should not be used for a US issuer merely because an investor is based in Singapore.

Tax and accounting classification also require separate analysis. A document's SAFE label and its treatment under company law do not determine its accounting presentation or tax consequences.

Questions to check before signing

  • where the issuing company is incorporated;
  • which official form and version is being used;
  • whether a valuation cap, discount or most favoured nation provision applies;
  • how Company Capitalization and the option pool are defined;
  • how other SAFEs and convertible instruments affect dilution;
  • what happens on an equity financing, liquidity event or dissolution;
  • which side letter rights apply; and
  • which corporate approvals, waivers and filings are required.

Founders should model the conversion using the executed form and full cap table, not a headline cap alone. For the wider choice between YC forms, adapted SAFEs and VIMA CARE, read CARE vs SAFE: Four Early Stage Funding Approaches Compared. For CARE mechanics specifically, read How Singapore CARE Funding Works.

Conclusion

The Singapore and US YC SAFE forms share a post money future equity architecture, no interest and no maturity date. Their essential difference is the issuer and the legal system through which the agreement and resulting shares must operate. Founders should use the current form intended for their company, then check every definition, side letter and corporate approval against the transaction.

Primary references reviewed for this article include Y Combinator's SAFE documents and user guide, the Singapore Companies Act 1967 and ACRA allotment guidance. Forms and guidance can change. This article is general information, not legal, investment, accounting or tax advice.