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Seedstage Notes

From idea to first customers, step by honest step

Incorporation

First SAFE cap checklist for 2026 pre-revenue founders

Set the cap from the round size, default to a post-money cap-only SAFE, and keep SAFE dilution inside a 15-20 percent budget.

Illustration: First SAFE cap checklist for 2026 pre-revenue founders

You are choosing the cap on your first pre-seed SAFE, and it should come from the round you are raising, not from a dream valuation. The number is the price at which that early money converts into equity. If it is too low, you give away more than you need. If it is too high, you may scare the investor or make the round harder to close. Treat it as a number you can defend. It is the first number an investor will test.

SAFEs are now the default early instrument. In one 2025 quarter, SAFEs accounted for 90 percent of pre-seed deals. A SAFE converts into equity at a later priced round. You are choosing terms that most founders in your position are using, not inventing a custom structure. Leave the number out of the template.

Round size sets the cap band

Start with the money you are taking, not the valuation you hope to have later. The median SAFE cap was $16M in 2024 and $20M in 2025, a 25 percent year-over-year increase. That jump shows the market moved, but it does not place your company. For a $1M round, the 2025 median cap was about $10M, and for a $2.5M round it was about $15M, a 50 percent step-up. Use those medians as a starting band, then adjust for traction, sector, and investor pressure.

A smaller round does not borrow the cap from a larger one. A high cap can signal confidence, but it can also make the investor think the company is overvalued. A low cap can be easier to accept, but it can convert too much equity too early. Round size is the number you can verify before signing.

Post-money cap-only keeps conversion simple

Post-money SAFEs made up 81 percent of all SAFEs in 2025. Cap-only SAFE structures made up 72 percent of 2026 seed deal terms. The 2018 Y Combinator post-money SAFE model sets an investor's stake at conversion, so any later SAFE issuance reduces founder ownership instead. Use that default when you add another SAFE before a priced round.

A cap-only SAFE is the cleanest version of that default. It has a cap and no discount, which makes the conversion math easier to explain to an angel who is not a lawyer. A discount can be useful, but it adds another variable to the same conversation. For a pre-revenue SAFE, a simpler instrument is easier to defend later.

SAFE dilution has a budget

Dilution, not the cap alone, controls how much you give away. The total equity that converts from SAFEs before your first priced round is the real budget. If the SAFE pile gets too large, the priced round starts with a cap table that is already complicated.

Run the stacking check before you sign another post-money SAFE. Add the ownership percentage that each SAFE would convert into at the same cap, then compare the total to your budget. A new SAFE that would push you past a comfortable dilution budget is a signal to slow down, raise a smaller amount, or negotiate a higher cap. The priced round stays simple enough that the investors buying real equity can see what they are buying.

The cap needs a written home

Put the cap in the SAFE itself, not in a side email or a verbal promise. If the investor later asks why the number is where it is, you should be able to point to the document and the round-size logic behind it. A written cap also protects you from later disputes about whether the number was a placeholder, a target, or a final term.

Run the checklist before you send the SAFE. It takes a few minutes, and it keeps the first round from becoming a negotiation about your future valuation.

  • Set the cap from the round size you are actually raising, not from a larger round you hope to raise.
  • Use a post-money, cap-only SAFE unless your investor has a specific reason to change it.
  • Keep total SAFE dilution below 15 to 20 percent before a Series A round.
  • Run a stacking check by adding the ownership percentage of every SAFE that converts at the same cap.
  • Write the final cap in the SAFE before signature, not in an email or a follow-up note.
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