The basics
SAFE vs equity vs convertible note in crowdfunding
Shares make you an owner now, a convertible note is a loan that normally turns into shares later and is typically due in 18 to 24 months on Wefunder's account, and a SAFE is a promise of shares that you get only if a triggering event occurs. As of 4 Nov 2026, in crowdfunding the differences show up in votes, in what you hold if no later round comes, and in where you rank if the company fails, and the terms vary enough that the filing matters more than the label.
Not investment advice. Early-stage investing is high-risk and illiquid; you may lose all the capital you invest.
Some points here have not been confirmed against a primary source. Each is marked “Not yet verified”, and this page stays out of search until they are.
| Point | Shares | Convertible note | SAFE | Source |
|---|---|---|---|---|
| What you hold | Ownership in the company | A loan, which can convert | A promise of future ownership, and no ownership until a trigger | SEC glossary (opens in a new tab) |
| Interest | None, though dividends are possible | Yes, often paid in shares | None | Wefunder (opens in a new tab), SEC glossary (opens in a new tab) |
| Due date | None | Yes, typically 18 to 24 months on Wefunder's account | None | Wefunder (opens in a new tab), Y Combinator (opens in a new tab) |
| Votes | Common stock usually votes; crowd classes often do not | Generally none | Generally none | SEC staff (opens in a new tab) |
| What triggers a change | Nothing, as you already hold shares | A later round, or maturity | A later round, sale or similar, on the document's terms | SEC glossary (opens in a new tab) |
| If no trigger ever comes | You still hold shares | A debt claim falls due | No shares, and nothing due | FINRA (opens in a new tab) |
| Live Reg CF raises we track | Not counted here | Not counted here | At least 149 of 416 | Our Reg CF list |
What does each one actually give you?
Shares are ownership. The SEC's glossary (opens in a new tab) says common stock carries the right to vote for the board and typically comes last in a liquidation, while preferred stock usually carries a liquidation preference, sometimes pro-rata rights and dividends, and limited voting rights.
A convertible note is, in the SEC's words, a loan that can be converted, typically into preferred stock at the next round. Wefunder (opens in a new tab) describes interest paid in additional shares, a due date typically 18 to 24 months out, and a note that usually converts.
A SAFE is a simple agreement for future equity. The company promises a future ownership interest (opens in a new tab) if certain events occur, and the holder has no ownership interest until then. Y Combinator (opens in a new tab), which introduced it in late 2013, says it has no maturity date. Wefunder (opens in a new tab) adds that it is not a loan.
How common are SAFEs in crowdfunding?
Common. The SEC considered banning them in Reg CF (opens in a new tab) in 2020 and chose not to, saying it would rely on adequate disclosure. In its staff report (opens in a new tab) covering May 2016 to December 2018, 48% of offerings were equity, 27% debt, 21% SAFEs and 4% other.
Of the 416 live Reg CF raises we track today, at least 149 state a SAFE as their security. Some raises state no security in the field we read, so that is a floor.
Not every platform works the same way. StartEngine says the majority of its offerings are common stock (opens in a new tab). Australia's regime allows only fully paid ordinary shares (opens in a new tab), with preference shares, options and debentures not permitted.
What is a valuation cap, and how does it work?
A cap sets the highest valuation at which your money converts, so you get a lower price if the next round is priced above it. A discount gives you a set percentage off the next round's price. Under Y Combinator's form (opens in a new tab) you get whichever is better for you.
Here is an illustration, on made-up figures and Y Combinator's method (opens in a new tab): US$1,000 in a SAFE with an US$8m post-money cap and a 20% discount, in a company with 10,000,000 fully diluted shares, which makes the cap price US$0.80 a share.
| If the next round is priced at | Cap price | Discount price | Shares you get | Paper value at that round |
|---|---|---|---|---|
| US$2.00 | US$0.80, for 1,250 shares | US$1.60, for 625 shares | 1,250, from the cap | US$2,500 |
| US$0.60 | US$0.80, for 1,250 shares | US$0.48, for 2,083 shares | 2,083, from the discount | About US$1,250 |
| No priced round or sale | Not applicable | Not applicable | None | None, and nothing due (opens in a new tab) |
A paper value is not money. You still hold shares you may not be able to sell, as How to sell crowdfunded shares explains. And the SEC notes a SAFE generally states no valuation (opens in a new tab) when issued, so a cap is a ceiling on a future price and not a statement of what the company is worth today.
Why does the actual document matter more than the name?
Because a crowd SAFE is not the Y Combinator SAFE. FINRA (opens in a new tab) said in 2017 that there is nothing standard or simple about a SAFE. Two 2026 filings show how far they can differ.
- On conversion. In one on PicMii (opens in a new tab), whether to convert at a financing is the company's discretionary decision. Y Combinator's form (opens in a new tab) converts automatically.
- On votes. The PicMii filing's shadow series has no voting or information rights and gives the board a proxy, and one on Republic (opens in a new tab) has no voting rights even after conversion.
- On how long. The Republic filing says holders could be left holding the securities in perpetuity, and its conversion trigger is a financing of at least US$5m.
- On who holds title. In that filing a nominee, BitGo, holds title for you.
Two filings are not a survey, and we are not saying these are typical. They show what to read for: How to read a Form C in 10 minutes shows where the terms sit in a filing.
Where does each rank if the company fails?
Debt first, then equity, with shareholders last in most cases. A note is a debt claim if it has not converted. A SAFE varies. Under Y Combinator's form (opens in a new tab) you get your money back on dissolution, junior to creditors, on par with other SAFEs and preferred stock, and senior to common. The PicMii filing (opens in a new tab) ranks holders equally with common instead.
What happens to your shares when a crowdfunded company fails covers the rest. A better rank only helps if there is something left to pay.
What do you get in information and pre-emption?
In the US, the company files an annual report (opens in a new tab) within 120 days of year-end, which can stop once it has fewer than 300 holders of record after one report. Holding a SAFE gives you no shareholder rights until it converts: Y Combinator's form (opens in a new tab) gives no vote or notice of meetings. Its guide says pro rata rights now sit in an optional side letter, and a crowd investor may not get one.
In the UK, the law gives ordinary shareholders pre-emption on the same or better terms (opens in a new tab) unless excluded. Republic Europe (opens in a new tab) says direct holders cannot use pre-emption or its secondary market.
How do UK crowdfunding shares differ?
They are usually shares, but often in a separate class held through a nominee. Republic Europe (opens in a new tab) says its nominee takes votes and issues consents.
Not yet verified Crowdcube's help centre refused our reader on 4 November 2026. Search results for its page on A and B shares (opens in a new tab) say they give the same economic rights, and that A shares typically carry votes and pre-emption, with a threshold set for each raise.
The UK also has its own promise of future shares. Under an advance subscription agreement, HMRC says (opens in a new tab) there is no refund under any circumstances and no interest, a longstop is expected within six months, and relief comes only when shares are issued. EIS and SEIS on Crowdcube and Republic Europe covers that relief, which needs full-risk ordinary shares.
What is a crowdfunding vehicle or SPV?
A company that holds the security for all investors, so the cap table shows one holder. Rule 3a-9 (opens in a new tab) requires a vehicle to hold a single class of a single issuer's securities, one-to-one with investors, and to vote only on their instructions. Wefunder (opens in a new tab) says most of its raises since March 2021 use one, with voting delegated to a Lead Investor. Our Wefunder profile and Republic profile hold what we have read on each.
Frequently asked questions
Is a SAFE a loan?
No. Wefunder says so (opens in a new tab), and Y Combinator's form (opens in a new tab) has no interest or due date. So it cannot be called in the way a note can.
Can a SAFE never convert?
Yes. If no trigger occurs, FINRA says (opens in a new tab) it is not converted, leaving you with nothing.
Which is safer?
None of these is safe, and there is no general answer: the rank and rights depend on each document, as FINRA warns (opens in a new tab) of SAFEs. The same investment limits apply to all three.
Does the label on a campaign page tell you enough?
No. The security's terms (opens in a new tab) have to be set out in the filing, and How to evaluate a crowdfunding deal sets it among the other checks.
Sources
- SEC, Cutting through the jargon: a glossary (opens in a new tab)
- Y Combinator, Safe documents and user guide (opens in a new tab)
- SEC, Release 33-10884, November 2020 (opens in a new tab)
- SEC staff, Report to the Commission: Regulation Crowdfunding, 2019 (opens in a new tab)
- FINRA, 5 things you need to know about SAFE securities and crowdfunding, 2017 (opens in a new tab)
- SEC filing, a SAFE on PicMii, January 2026 (opens in a new tab)
- SEC filing, a SAFE on Republic, April 2026 (opens in a new tab)
- 17 CFR 227.201, what the offering statement must say (opens in a new tab)
- 17 CFR 227.202, annual reports (opens in a new tab)
- 17 CFR 270.3a-9, crowdfunding vehicles (opens in a new tab)
- Wefunder help, What is a SAFE? (opens in a new tab)
- Wefunder help, What is a convertible note? (opens in a new tab)
- Wefunder help, What is an SPV or custodian account? (opens in a new tab)
- StartEngine, Investor FAQ (opens in a new tab)
- Crowdcube help, A and B shares (opens in a new tab)
- Republic Europe help, Nominee structure (opens in a new tab)
- Republic Europe help, Nominee and direct holding (opens in a new tab)
- Companies Act 2006, section 561 (opens in a new tab)
- HMRC manual VCM12025: advance subscription agreements (opens in a new tab)
- ASIC, RG 261: crowd-sourced funding guide for companies (opens in a new tab)