Hey 👋🏾

You get a text from an investor. £100k, no issues, just a signature. You're thrilled — this feels like the easy money everyone talks about.

Three months later, a second investor wants in too. Another £150k. Same deal, no drama. You've raised £250k without one hard conversation about what your company is worth.

But underneath that celebration is you haven't skipped that hard conversation. You've just delayed it. And delayed bills don't get cheaper, more people show up to split them !

A SAFE isn't a loan, there’s no interest, no due date, so it never feels urgent. That's exactly why it feels harmless.

But instead think of it like a promise. The investor gives you money now. You promise them shares later, once a real investor prices your company properly.

Right now, on paper, you still own 100%. Nobody's name is on the register yet. Nothing looks different.

But you've made a promise, and it's sitting in a drawer, waiting to become real

THere's the pattern to the maddness.

A founder raises £100k on a SAFE. Feels great. Then £150k more. Also great. Looking great so far…

Then the real round arrives — the one with a lawyer and a valuation.

That's when every SAFE you've signed sparks up and asks to be paid, all at once.

The founder does the maths for the first time in that meeting. And the number is always smaller than they expected.

This is what happens when three separate "harmless" cheques turn out to be three slices of the same pizza.

Your company is a pizza - the whole thing is yours.

Every SAFE is a promise to hand someone a slice later.

How that promise is written decides who feels the pain when more people join.

1st Option: everyone's slice shrinks a little as more investors sign on. The pain gets shared.

2nd Option (the one almost everyone uses now): each slice is locked the moment it's signed. It never shrinks, no matter who joins after.

Fairer for the investor, great for them.

But if their slice never shrinks, whose does?

Let's use your company.

You start at 100%.

First investor: £100k, valuing your company at £2m. Lock them in at 5%.

Second investor: £150k, same £2m val, Lock them in at 7.5%.

That's 12.5% promised away already and you haven't even had a proper funding round yet. You're sitting at 87.5%.

Now the real round arrives

A serious investor wants 20% of your company. They also want you to set aside 10% for future hires, paid partly in shares.

Lets Girl Math for you:

You land: around 61%.
Your two SAFE investors: around 9% combined.
New investor: 20%.
Future team's option pool: 10%.

You started the year owning everything. You end it owning 61%.

Nobody stole anything. Nobody lied. You just didn't do the maths until the bill showed up with everyone watching.

Well sort of — it’s a little sneaky in a new way.

Crowdfunding might bring in 300 small investors instead of two big ones.

To keep the paperwork tidy, those 300 people often get bundled into one line on your cap table, through something called a nominee or SPV.

Genuinely useful. You're not managing 300 separate relationships.

But don't confuse tidy paperwork with small dilution. Those 300 people still own whatever you promised them, combined. Bundling their names doesn't shrink what they own. It just makes your spreadsheet look calmer than reality.

And if you're in the UK, you're probably not even using a SAFE. You're using something called an Advance Subscription Agreement, often branded a SeedFAST.

Different name but same idea: money now, shares later, promise on the waitlist.

Before you say yes to another "quick" cheque, ask your accountant or lawyer for one thing: a fully diluted cap table, modelled forward.

Sounds fancy but It just means one page showing what you'd own if every promise you've already made came true at the same time.

Not your cap table today, which still shows you owning 100% because nothing has converted yet.

The forward-looking page shows four things, side by side:

Every SAFE you've signed, converted into real percentages. Not "£250k raised." Actual ownership numbers, like the 5% and 7.5% from our example.

The new round you're about to sign. Whatever percentage that investor is asking for, added on top of the SAFEs.

The option pool. New investors almost always ask you to set aside 10-15% of the company for future hires, and that chunk comes out of your slice, not theirs.

Your number, at the bottom. Not a guess but the actual percentage you'll own once all three of those things have happened.

Ask for this before you sign anything, not after. A decent lawyer or fundraising platform can build it in an afternoon. If nobody around you can produce this page, that's a warning sign on its own.

Because "simple" was never describing what happens to your company.

It was only ever describing how short the document is.

Two things worth your time —

1. The UK's Invest in Women Taskforce just beat its own target by 2.5x

Launched with a goal of £250 million for female founders, it's now raised £635 million.
→ LinkedIn — Pull Up A Chair, September Edition

2. The British Business Bank quietly reopened loans to more established founders

Start Up Loans has passed £100 million lent to female-founded businesses in London alone, and the scheme now covers companies trading up to five years, not just brand-new ones.
→ The Founder Gazette — Start Up Loans hits £100m

Until Next time…..