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I am a small business owner looking to raise funds for my business. I have been exploring different financing options, and I have recently come across SAFE Notes. I'm not sure when to use a SAFE Note, and how it could benefit my business. I am hoping to learn more about how SAFE Notes work and when they should be used.
Answered Mar 3, 2021
SAFEs are used by growth capital technology startups who are planning to sell multiple rounds of preferred stock to investors. A SAFE is a stock warrant, meaning, the pre-purchase of a later issuance of stock. If you are planning to sell multiple rounds of preferred stock to investors, then a SAFE is a quick way to raise smaller amounts of capital in advance of selling a big preferred stock round.
I am an entrepreneur looking to raise capital from investors using a SAFE Note. I need to understand the accounting treatment of the SAFE Note so I can accurately record it in my financial statements. Additionally, I need to understand the implications of the accounting treatment of the SAFE Note for my investors.
Answered Mar 3, 2021
A SAFE is a stock warrant. Thus it should be accounted for as such, meaning equity.
"The two main rules to account for stock warrants are that the issuer must recognize the fair value of the equity instruments issued or the fair value of the consideration received, whichever can be more reliably measured; and recognize the asset or expense related to the provided goods or services at the same time.
The following additional conditions apply to more specific circumstances:
Option expiration. If the grantor recognizes an asset or expense based on its issuance of warrants to a grantee, and the grantee does not exercise the warrants, do not reverse the asset or expense.
Equity recipient. If a business is the recipient of warrants in exchange for goods or services, it should recognize revenue in the normal manner.
The grantor usually recognizes warrants as of a measurement date. The measurement date is the earlier of the date when the grantee’s performance is complete; or the date when the grantee’s commitment to complete is probable, given the presence of large disincentives related to nonperformance. Note that forfeiture of the warrant instrument is not considered a sufficient disincentive to trigger this clause.
If the grantor issues a fully vested, nonforfeitable warrant that can be exercised early if a performance target is reached, the grantor measures the fair value of the instrument at the date of grant. If early exercise is granted, measure and record the incremental change in fair value as of the date of revision to the terms of the instrument. Also, recognize the cost of the transaction in the same period as if the company had paid cash, instead of using the equity instrument as payment.
The grantee must also record payments made to it with equity instruments. The grantee should recognize the fair value of the equity instruments paid using the same rules applied to the grantor. If there is a performance condition, the grantee may have to alter the amount of revenue recognized, once the condition has been settled."