# YC Post-Money SAFE (Valuation Cap) Review Checklist[^about] A fill-in and decision guide for the Y Combinator Post-Money SAFE (valuation cap). Unlike a negotiated form, the YC SAFE is byte-identical across deals and is not meant to be edited, so this checklist covers only the blanks the parties complete — the cap, the purchase amount, the entity and governing-law fields, and the signature and date lines — plus a few which-document decisions, such as confirming the post-money form and whether to add a pro rata side letter. ## Use the unmodified form {#use-the-unmodified-form} The YC SAFE is a standardized form that every deal uses unchanged. Before reviewing the fields, confirm the body text is the unmodified form and that you have the right post-money, valuation-cap version — the rest of this checklist assumes the only changes are the blanks. - [ ] **Body text left unmodified except blanks and brackets** (Prohibited) — Confirm the body text is the standard form, changed only to fill in blanks and bracketed terms. The instrument records the parties' shared expectation that "neither one has modified the form, except to fill in blanks and bracketed terms"[^safe-no-modification] — every copy of the YC SAFE is identical by design, which is what lets investors and founders sign quickly without re-negotiating standard terms. An edit to the operative text breaks that expectation and forfeits the speed and certainty the standardized document provides, so treat any change beyond the blanks as a defect to undo before signing. [^safe-no-modification][^safe-standardized] [#use-unmodified-form] - [ ] **Post-money form, not the legacy pre-money safe** (Recommended) — Confirm this is the post-money SAFE and not the older pre-money safe. The post-money form prices conversion at the "Post-Money Valuation Cap divided by the Company Capitalization"[^safe-price-defined], which fixes the investor's ownership at signing — its "amount of ownership sold is immediately transparent and calculable"[^post-money-advantage] for both sides, and later SAFEs and the option pool dilute the founders rather than this investor. The pre-money safe computes dilution differently, so a deal that thinks it is using the post-money form but is on the pre-money one will misstate who absorbs future dilution. [^safe-price-defined][^post-money-advantage] [#confirm-post-money-not-pre-money] - [ ] **Valuation-cap-only file matches the negotiated economics** (Recommended) — Confirm this is the valuation-cap-only file rather than one of the other versions the User Guide describes — "Other versions of the safe are described in Appendix I"[^safe-variants-appendix], namely the cap-and-discount, discount-only, and MFN forms. Each is a separate document with different economics, so match the file in hand to what the parties negotiated; a cap-only file used for a deal that bargained for a discount is the wrong instrument and will short-change one side. [^safe-variants-appendix] [#select-cap-variant] ## Economic terms you fill in {#economic-terms-you-fill-in} The two economic blanks — the Post-Money Valuation Cap and the Purchase Amount — set how much of the company the investor is buying. Check each figure against the deal the parties negotiated, not merely that the blank is filled. - [ ] **Post-Money Valuation Cap matches the negotiated economics** (Required) — Check the "Post-Money Valuation Cap"[^post-money-cap-defined] against the deal, not just that it is filled in. The cap fixes the investor's ownership: that stake is the Purchase Amount divided by the cap, and because the cap is a post-money number, later SAFEs and the option pool dilute the founders rather than this investor — the "amount of ownership sold is immediately transparent and calculable"[^post-money-advantage-cap]. Founders customarily back-solve the cap from the dollars they intend to raise and the share they will sell: raising about $1 million for roughly 15% implies a cap near $6.7 million ($1M / 0.15). A cap set too low gives away more of the company than the founder meant to sell; a cap set too high underpays the investor for the risk. [^post-money-cap-defined][^post-money-advantage-cap][^safe-price-defined-cap] [#set-valuation-cap] - [ ] **Purchase Amount equals the dollars wired** (Required) — Confirm the "Purchase Amount"[^safe-preamble] equals the dollars actually being wired to the company. The Purchase Amount is the numerator in the ownership math — the investor's stake at conversion is the Purchase Amount divided by the Post-Money Valuation Cap — so a figure that does not match the wire misstates how much of the company the investor is buying. Reconcile the number against the funds the company receives. [^safe-preamble] [#set-purchase-amount] ## Entity and governing law {#entity-and-governing-law} Two blanks identify the issuer and the law that governs the instrument: the State of Incorporation in the preamble and the Governing Law Jurisdiction in the governing-law clause. Confirm each against the company's actual formation and operations. - [ ] **State of Incorporation matches the charter** (Required) — Confirm the State of Incorporation in the preamble matches the company's actual certificate of incorporation — typically a Delaware C-corporation for venture-backed startups. The preamble describes the company as a "[State of Incorporation] corporation"[^safe-preamble-entity], so a stated state that does not match the charter misidentifies the issuer of the security and the law under which it was formed. Check the field against the company's charter rather than assuming Delaware. [^safe-preamble-entity] [#match-state-of-incorporation] - [ ] **Governing Law Jurisdiction is a deliberate choice** (Recommended) — Confirm the Governing Law Jurisdiction is a deliberate choice — commonly the company's state of incorporation or its principal place of business — and not left blank or chosen at random. The clause provides that the SAFE will be "governed by the laws of the State of [Governing Law Jurisdiction]"[^safe-governing-law], so the blank controls which state's law applies; a state chosen at random, or left blank, creates uncertainty about the rules that govern the instrument. Check that the named state lines up with where the company is formed or operates. [^safe-governing-law] [#set-governing-law] ## Parties and execution {#parties-and-execution} The remaining blanks name the parties and complete the signature block and the date. These are not negotiated economics, but a misnamed party or an unsigned instrument is still a defect that can keep the SAFE from binding. - [ ] **Company named exactly, consistently in both places** (Required) — Confirm the company is named with its exact legal name as it appears on its charter, and that the same name is used in both the "[Company Name]"[^safe-preamble-parties] blank in the preamble and the [COMPANY] signature block. The company is the issuer of the security, so a wrong or inconsistent name can attach the obligation to the wrong entity. Check the two references against each other and against the charter. [^safe-preamble-parties] [#name-company-exactly] - [ ] **Investor named exactly; signatory can bind an entity** (Required) — Confirm the "[Investor Name]"[^safe-preamble-parties] blank carries the investor's exact legal name. Where the investor is an entity rather than an individual, confirm the person who signs has authority to bind it, so the named investor is the party providing the funds and the signature commits that party. [^safe-preamble-parties] [#name-investor-exactly] - [ ] **Signature block completed by an authorized person** (Required) — Confirm the SAFE is signed and the signature block is complete — the signatory's name and title and the By, Email, and Address lines filled in by a person with authority to sign. An unsigned or partly executed SAFE is not a binding instrument, so check that each signature line is completed rather than left blank. [#complete-signature-block] - [ ] **SAFE dated as of the funding date** (Recommended) — Confirm the "[Date of Safe]"[^safe-preamble-parties] is filled in and reflects the funding date, since the instrument runs from the date stated in the preamble. A blank or wrong date leaves the timeline of the investor's rights unclear, so check that the date matches when the investment is actually made. [^safe-preamble-parties] [#date-the-safe] ## Side terms the form leaves out {#side-terms-the-form-leaves-out} Some rights an investor may expect are deliberately absent from this file and live in separate documents. Decide whether the deal needs them before relying on the SAFE alone. - [ ] **Decide whether to grant a pro rata side letter** (Recommended) — Decide whether the deal grants a pro rata side letter, because the post-money SAFE itself gives the investor no right to participate in — to buy into — future financing rounds. In the post-money safe, YC "removed the pro rata right that existed as a default option in the original safe"[^safe-removed-pro-rata] and instead "created a standard side letter with pro rata rights"[^safe-pro-rata-side-letter] that applies to the round in which the SAFE converts. An investor who wants to keep its ownership percentage by investing in the next round needs that separate side letter, so confirm whether the parties intend to provide one. [^safe-removed-pro-rata][^safe-pro-rata-side-letter] [#address-pro-rata-side-letter] - [ ] **Note the absence of an MFN provision** (Recommended) — Note that this valuation-cap file carries no most-favored-nation right; the MFN term is a separate variant — the version with "no Post-Money Valuation Cap and no Discount Rate"[^safe-mfn-variant] — that the User Guide lists among the "Other versions of the safe"[^safe-variants-appendix-mfn] in Appendix I. Without MFN, if the company later issues cheaper SAFEs to other investors, this investor is not automatically given those better terms. Confirm whether the deal intended MFN protection and, if so, whether the parties should be using the MFN variant instead. [^safe-mfn-variant][^safe-variants-appendix-mfn] [#note-mfn-absence] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-06-24. License: CC BY 4.0. Steven Obiajulu, J.D. edits this review checklist for YC Post-Money SAFE (valuation cap) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. [^safe-no-modification]: **Y Combinator Post-Money SAFE (Valuation Cap)** — "This Safe is one of the forms available at http://ycombinator.com/documents and the Company and the Investor agree that neither one has modified the form, except to fill in blanks and bracketed terms." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^safe-standardized]: **Y Combinator, Post-Money Safe User Guide** — "the post-money safe is still a simple, standardized document" *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.* [^safe-price-defined]: **Y Combinator Post-Money SAFE (Valuation Cap), Safe Price** — "‘Safe Price’ means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^post-money-advantage]: **Y Combinator, Post-Money Safe User Guide** — "The biggest advantage of the post-money safe is that the amount of ownership sold is immediately transparent and calculable for both the founder and the investor." *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.* [^safe-variants-appendix]: **Y Combinator, Post-Money Safe User Guide, Appendix I** — "This User Guide describes a safe with a Post-Money Valuation Cap. Other versions of the safe are described in Appendix I." *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.* [^post-money-cap-defined]: **Y Combinator Post-Money SAFE (Valuation Cap), Post-Money Valuation Cap** — "The ‘Post-Money Valuation Cap’ is $[_____________]. See Section 2 for certain additional defined terms." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^post-money-advantage-cap]: **Y Combinator, Post-Money Safe User Guide** — "The biggest advantage of the post-money safe is that the amount of ownership sold is immediately transparent and calculable for both the founder and the investor." *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.* [^safe-price-defined-cap]: **Y Combinator Post-Money SAFE (Valuation Cap), Safe Price** — "‘Safe Price’ means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^safe-preamble]: **Y Combinator Post-Money SAFE (Valuation Cap), preamble** — "THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the ‘Investor’) of $[_____________] (the ‘Purchase Amount’) on or about [Date of Safe], [Company Name], a [State of Incorporation] corporation (the ‘Company’), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^safe-preamble-entity]: **Y Combinator Post-Money SAFE (Valuation Cap), preamble** — "THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the ‘Investor’) of $[_____________] (the ‘Purchase Amount’) on or about [Date of Safe], [Company Name], a [State of Incorporation] corporation (the ‘Company’), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^safe-governing-law]: **Y Combinator Post-Money SAFE (Valuation Cap), Governing Law** — "All rights and obligations hereunder will be governed by the laws of the State of [Governing Law Jurisdiction], without regard to the conflicts of law provisions of such jurisdiction." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^safe-preamble-parties]: **Y Combinator Post-Money SAFE (Valuation Cap), preamble** — "THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the ‘Investor’) of $[_____________] (the ‘Purchase Amount’) on or about [Date of Safe], [Company Name], a [State of Incorporation] corporation (the ‘Company’), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below." *Y Combinator, Post-Money SAFE (Valuation Cap) (standard form), available at https://www.ycombinator.com/documents.* [^safe-removed-pro-rata]: **Y Combinator, Post-Money Safe User Guide** — "In the post-money safe, we removed the pro rata right that existed as a default option in the original safe." *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.* [^safe-pro-rata-side-letter]: **Y Combinator, Post-Money Safe User Guide** — "Instead, we created a standard side letter with pro rata rights that apply to the round in which the safe converts" *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.* [^safe-mfn-variant]: **Y Combinator, Post-Money Safe User Guide, Appendix I (MFN variant)** — "This is a safe with no Post-Money Valuation Cap and no Discount Rate." *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.* [^safe-variants-appendix-mfn]: **Y Combinator, Post-Money Safe User Guide, Appendix I** — "This User Guide describes a safe with a Post-Money Valuation Cap. Other versions of the safe are described in Appendix I." *Y Combinator, Post-Money Safe User Guide, available at https://www.ycombinator.com/documents.*