Decoding Startup Investment: SAFE Notes, Convertible Notes & Priced Rounds

Win $2,000 in credits with the Day One Network — take our 2-minute audience survey before 30 June: dayone.fm/surveyEpisode Summary:Understanding how to invest in startups requires more than just writing a cheque. Cheryl and Maxine break down the legal structures behind startup investing, covering SAFE notes, convertible notes, and priced rounds. Whether you're a seasoned investor or just starting out, this episode unpacks the key terms, investor-friendly vs. founder-friendly clauses, and the risks involved.They discuss the evolution of SAFEs, why they've become the dominant structure in early-stage funding, and the critical differences between pre-money and post-money SAFEs. Plus, they explore the role of pro-rata rights, most favoured nation (MFN) clauses, and side letters—so you don’t get caught off guard in your next deal.If you’ve ever wondered how to protect your equity position, when to push back on certain terms, or what legal documents you’ll actually be signing, this episode is your investor cheat sheet.Key Takeaways:00:00 – Why startup investment structures matter01:45 – SAFE notes, convertible notes, and priced rounds explained03:47 – How founders raise money: equity vs. debt06:21 – The documents you’ll sign in a priced round10:22 – Do startups need a constitution? Red flags to watch for14:29 – Side letters: What are they, and should you be worried?19:08 – Pro-rata rights & why they matter for investors22:23 – Most Favoured Nation (MFN) clauses explained30:27 – Pre-money vs. post-money SAFEs: Which one is better?38:03 – Why valuation caps and discounts can be a double-edged sword43:53 – Investor-friendly vs. founder-friendly terms: What’s fair?Resources- A Deep Dive into ECIS, ESVCLP, and Investment Strategies - https://open.spotify.com/episode/1Agiu4dskF53m6DBZgXitD?si=KFeAlY_wTjSwOWfRMiiQFA- Angel Academy – The most comprehensive angel investing course for Australia & NZ: www.venture.academy- Aussie Angels – Cheryl’s platform for angel investing https://www.aussieangels.com/- Co-Ventures – Maxine’s venture capital firm https://www.coventures.vc/Sponsors:First Cheque is supported by our wonderful sponsors:Deel: Founders scale faster on Deel. Set up payroll for any country in minutes, hire anyone anywhere, and get visas handled fast, so you stay focused on scaling. Deel takes care of onboarding, HR, IT, EOR, benefits, and compliance, so your team can grow without borders.It’s why more than 40,000 fast-growing companies trust Deel to move fast.Visit https://www.deel.com/dayone___Pear Tree: Pear Tree helps Australian and New Zealand founders build high-performing offshore teams without the agency middleman.As local hiring becomes more expensive and harder to fill, many operators are turning to offshore talent across engineering, development, marketing, accounting and operations at a fraction of local salary costs.The offshore horror stories you hear usually aren’t a talent problem. They’re the result of outsourcing agencies that overcharge clients while underpaying staff. Pear Tree takes a different approach through a direct, transparent model where your team is paid fairly, fully compliant, and focused entirely on your business.As part of the Day One community, you’ll receive a free team audit to identify where offshore talent could move the needle in your business, plus 20% off your first hire. Learn more at http://dayone.fm/peartreeFirst Cheque is part of Day One.Day One helps founders and startup operators make better business decisions more often. To learn more, join our newsletter to be notified of new First Cheque episodes and upcoming shows.Mentioned in this episode:Deel x PX_Script 1This podcast uses the following third-party services for analysis: Podtrac - https://analytics.podtrac.com/privacy-policy-gdrpSpotify Ad Analytics - https://www.spotify.com/us/legal/ad-analytics-privacy-policy/