Puerto Rico Simple Agreement for Future Equity

State:
Multi-State
Control #:
US-ENTREP-008-5
Format:
Word; 
Rich Text
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Description

This term sheet summarizes the principal terms of the proposed Simple Agreement for Future Equity ("SAFE") financing of a Company, by certain Investors. This term sheet is for discussion purposes, is not binding on an Investor, nor is an Investor obligated to consummate the financing until a definitive SAFE agreement has been agreed to and executed. The term sheet does not constitute an offer to sell or an offer to purchase securities.
Puerto Rico Simple Agreement for Future Equity (SAFE), also known as Puerto Rico SAFE, is a financial instrument used by startups and early-stage companies to raise capital. It operates in a similar vein to traditional SAFE agreements but with specific considerations for companies based in Puerto Rico. The Puerto Rico SAFE is a legal contract between an investor and a company, allowing the investor to offer financial support in exchange for a potential equity stake in the company. This arrangement provides startups with a means to attract funding without having to determine an immediate valuation, which could be challenging in the early stages of a business. There are different types of Puerto Rico SAFE agreements, each with its own unique terms and conditions. These variations include: 1. Standard Puerto Rico SAFE: The standard Puerto Rico SAFE follows the basic structure of a traditional SAFE agreement. It outlines the terms of the investment, the discount rate at which the investor will receive future equity, and potential valuation caps. 2. Puerto Rico SAFE with Convertible Interest: This type of agreement incorporates a convertible interest clause, giving the investor the right to convert their investment into equity at a future predetermined valuation event. This allows the investor to benefit from any potential increase in the company's valuation. 3. Puerto Rico SAFE with Preferred Return: For investors seeking additional protection, this type of SAFE agreement offers a preferred return on investment. The preferred return ensures that the investor receives a certain percentage of their initial investment amount before any distributions to other shareholders. 4. Puerto Rico SAFE with Cap and Floor: This agreement introduces a cap and floor provision, setting a maximum and minimum valuation for the company at the time of the future equity issuance. The cap provides a limit on the investor's potential returns, while the floor ensures a minimum level of equity ownership. 5. Puerto Rico SAFE with Revenue Share: In certain cases where traditional equity ownership might not be desirable, the Puerto Rico SAFE with Revenue Share allows investors to receive a portion of the company's revenue until a predetermined return threshold is met. It is essential for both the startup and the investor to carefully consider the terms and conditions of the Puerto Rico SAFE agreement to ensure alignment of interests and mitigate potential risks. Consulting with legal and financial professionals familiar with Puerto Rico's specific regulations and business environment is highly recommended.

Puerto Rico Simple Agreement for Future Equity (SAFE), also known as Puerto Rico SAFE, is a financial instrument used by startups and early-stage companies to raise capital. It operates in a similar vein to traditional SAFE agreements but with specific considerations for companies based in Puerto Rico. The Puerto Rico SAFE is a legal contract between an investor and a company, allowing the investor to offer financial support in exchange for a potential equity stake in the company. This arrangement provides startups with a means to attract funding without having to determine an immediate valuation, which could be challenging in the early stages of a business. There are different types of Puerto Rico SAFE agreements, each with its own unique terms and conditions. These variations include: 1. Standard Puerto Rico SAFE: The standard Puerto Rico SAFE follows the basic structure of a traditional SAFE agreement. It outlines the terms of the investment, the discount rate at which the investor will receive future equity, and potential valuation caps. 2. Puerto Rico SAFE with Convertible Interest: This type of agreement incorporates a convertible interest clause, giving the investor the right to convert their investment into equity at a future predetermined valuation event. This allows the investor to benefit from any potential increase in the company's valuation. 3. Puerto Rico SAFE with Preferred Return: For investors seeking additional protection, this type of SAFE agreement offers a preferred return on investment. The preferred return ensures that the investor receives a certain percentage of their initial investment amount before any distributions to other shareholders. 4. Puerto Rico SAFE with Cap and Floor: This agreement introduces a cap and floor provision, setting a maximum and minimum valuation for the company at the time of the future equity issuance. The cap provides a limit on the investor's potential returns, while the floor ensures a minimum level of equity ownership. 5. Puerto Rico SAFE with Revenue Share: In certain cases where traditional equity ownership might not be desirable, the Puerto Rico SAFE with Revenue Share allows investors to receive a portion of the company's revenue until a predetermined return threshold is met. It is essential for both the startup and the investor to carefully consider the terms and conditions of the Puerto Rico SAFE agreement to ensure alignment of interests and mitigate potential risks. Consulting with legal and financial professionals familiar with Puerto Rico's specific regulations and business environment is highly recommended.

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FAQ

Valuation Cap It is designed to protect the investor from excessive dilution in subsequent financing rounds. While valuation caps are not required for SAFE Notes, they are often included. Just like with convertible notes, the valuation cap sets a maximum conversion price for the cash to convert into shares.

Cons: SAFE investors assume most, if not all, of the risk, in that there is no guarantee of any equity ownership in the company. ... A SAFE holder is not entitled to any company assets in the event of a liquidation.

For example, assume a company raises $3M on a $15M cap. Then, later, they raise their Series A round (this will be preferred stock with a stock price and valuation). If the pre-money valuation is only $10M, then it is below the SAFE note's valuation cap.

Suppose a SAFE is issued with a 20% discount. This means if the SAFE investor invested $40,000 in a startup whose price per share at the time of future investment comes out to be $10, he'll get the share at a 20% discounted price, which is $8. This means he'll get 5000 shares instead of 4000.

Types of valuation cap safe notes A valuation cap, but no discount ? A safe was purchased for $100,000 by an investor. The Discount Rate is 85% and the Valuation Cap is $8,000,000. The company has agreed to offer $1,000,000 of Series A Preferred Stock to investors at a pre-money valuation of $10,000,000.

Impact of Valuation Cap and Safe Note on Discount Rate The cap is a maximum on the valuation in the following round, whereas the discount is a percentage off in that round. Early investors will not get a discount and extra shares if the cap is surpassed in the subsequent round.

A simple agreement for future equity (SAFE) is a financing contract that may be used by a start-up company to raise capital in its seed financing rounds. The instrument is viewed by some as a more founder-friendly alternative to convertible notes because a SAFE is quicker and easier to negotiate and has fewer terms.

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THIS SIMPLE AGREEMENT FOR FUTURE EQUITY (this “SAFE”) is issued by Freedom Internet Group, Inc. a Commonwealth of Puerto Rico corporation (the “Company”), ... Jul 30, 2020 — The danger here is that if you provide too steep of a discount (above 30%), SAFE holders may be over represented on your post equity financing ...by C FORM · 2020 — ... Puerto Rico,. Rhode Island, South ... In connection with investing in this Offering to purchase a Crowd SAFE ((Simple Agreement for Future Equity). Dec 8, 2022 — A SAFE (which stands for Simple Agreement for Future Equity) is the ... Fill out some basic information about the company and the investor. Aug 22, 2023 — Investors opting for SAFE investments gain the right to convert their SAFE into equity during the next equity financing round or a liquidation ... SAFE Notes are a financial instrument that start-ups use to raise capital by allowing investors to purchase shares in the future at a predetermined price. Oct 31, 2019 — Due to this relatively simple structure and standard form documentation, negotiations between the parties generally focus on what the valuation ... If you don't know how much capital you really need before fundraising, you risk diluting equity in your startup. Read more to learn how to avoid dilution. Aug 31, 2022 — SAFEs (Simple Agreements for Future Equity) are a financing mechanism for early-stage companies. Their tax treatment is not clear-cut. Jul 4, 2022 — In a previous article, we discussed what it means to raise capital through a Simple Agreement for Future Equity ("SAFE"). The SAFE was ...

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Puerto Rico Simple Agreement for Future Equity