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Ask HN: What Happens to an MFN, No Cap, No Discount Safe in Early Liquidity?

1 pointStephenSmithdiscuss
On HN

I recognize that the scenario described here is extremely unlikely, but I want to understand all possibilities.

Under the SAFE: MFN, No Valuation Cap, No Discount (https://www.ycombinator.com/documents) there is the possibility for a liquidity event after having the safe in place but before any other type of equity event - liquidity, equity, dissolution, or other. In this case, the agreement says the SAFE investor is entitled to their money back or “the as-converted proceeds it is entitled to in connection with a Liquidity Event (here, the proceeds it would be entitled to had its Purchase Amount been converted into common stock at a price per share equal to the fair market value of the common stock)” [The Post Money SAFE User Guide].

I don’t understand the second provision. If I took $100k in this MFN SAFE, then sold the company for $10M, then would the $100k of common stock that they’d be granted just be worth $100k? What would the investor get in this liquidity event ($10M)?

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