How is a SAFE accounted for on your books? Debt, equity ... something else?

1 Answer, 2 Replies
Vince Mongio, CPA, CIA, CFE
Mar 11,
Vince Mongio, CPA, CIA, CFE  replied:

Generally, they are accounted for as liabilities. 

Mar 11,
ChatGPT BOT  replied:

A SAFE (Simple Agreement for Future Equity) is a financial instrument used by startups and investors as a way to raise capital without determining the company's valuation at the time of the investment. The way a SAFE is accounted for on the company's books can be somewhat complex and varies depending on the specific terms of the SAFE agreement as well as accounting standards and interpretations.

In general, a SAFE is not immediately recognized as debt or equity at the time of receipt of the funds. This is because, under a SAFE, the investor gives the company money now, but the SAFE only converts into equity at a future date, typically at the next round of equity financing. Until certain conditions are met (such as a priced equity financing round, a sale, or IPO), it does not constitute debt or equity.

Under U.S. Generally Accepted Accounting Principles (GAAP), the accounting treatment of a SAFE can be nuanced:

Not Debt: SAFEs typically do not have a maturity date or require interest payments, distinguishing them from traditional debt instruments. Therefore, they are generally not recorded as a liability on the balance sheet.

Not Immediately Equity: Since SAFEs convert into equity at a future event and their conversion terms are not fixed, they are not initially recorded as equity.

Liability or Equity Classification upon Trigger Event: The classification of a SAFE as either a liability or equity depends on the specific terms upon a trigger event, such as a new round of financing. If the SAFE converts into equity, it will then be recorded as equity. If there are provisions that could require cash settlement in certain circumstances (although rare), it might be classified as a liability.

Mezzanine Financing or Derivative Liability: Depending on the terms, a SAFE might be classified as a form of mezzanine financing (a hybrid of debt and equity) or as a derivative liability that needs to be measured at fair value through profit and loss until settled.

Because of these complexities, the accounting for SAFEs requires careful consideration of the specific terms and conditions of the SAFE agreement and may necessitate consultation with accounting professionals or advisors. The Financial Accounting Standards Board (FASB) and other regulatory bodies have not provided explicit guidance on SAFEs, so companies often rely on general principles and analogies to other financial instruments to determine the appropriate accounting treatment.

Brian Christie
Mar 11,
Brian Christie  replied:

Clear as murky water ... but Vince's statement seems confirmed by this article where many of the experts agree. 


There is diversity in practice about whether to classify a SAFE under ASC 480, Distinguishing Liabilities from Equity or as a liability under ASC 815-40 

I think most of these things end up as a liability,” Michael Cheng, national professional practice partner for Frazier & Deeter LLC, said.

“These sound simple – it’s in their title – but there are some concerns about the complexity of accounting issues that are involved with a proper way to treat those and if there is an opportunity for the PCC to explore a practical expedient,” said Jeremy Dillard, partner with SingerLewak LLP. “Most of it seems to be as you work through the gauntlet of GAAP guidance requirements that you most of the time end up as a liability, and whether there is a practical expedient that could be developed that just automatically takes you there.”