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Safe Convertible Note

Safe Convertible Note Template for Singapore

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Safe Convertible Note Template

Need a Safe Convertible Note Template for a Singapore-based fintech startup seeking seed funding of SGD 500,000, with a 20% discount rate and USD 5M valuation cap, to be completed by March 2025.

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What is a Safe Convertible Note?

The SAFE Convertible Note Template is designed for early-stage funding in Singapore's startup ecosystem, providing a standardized framework for converting investments into equity. This document type gained popularity as a more founder-friendly alternative to traditional convertible notes, eliminating interest rates and maturity dates. Under Singapore law, the SAFE template incorporates local regulatory requirements while maintaining flexibility for both investors and companies. It's particularly suitable for pre-seed and seed rounds where company valuation might be premature or challenging to determine.

What sections should be included in a Safe Convertible Note?

1. Parties: Identification of the investor and company, including registered addresses and company registration numbers

2. Background: Context of the investment and purpose of the SAFE note, including company's business nature

3. Definitions: Key terms used throughout the agreement including Conversion Price, Liquidity Event, Equity Financing, etc.

4. Investment Amount: Specified amount to be invested and payment terms

5. Conversion Rights: Terms and conditions for converting the investment into equity, including conversion mechanics

6. Conversion Price: Formula or mechanism for determining the conversion price in various scenarios

7. Trigger Events: Events that trigger automatic conversion, including equity financing and liquidity events

8. Dissolution Rights: Rights of the investor in case of dissolution or winding up of the company

9. Representations and Warranties: Standard representations and warranties from both the company and investor

10. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

What sections are optional to include in a Safe Convertible Note?

1. Most Favored Nation: Provision ensuring investor gets best terms offered to subsequent investors in future SAFE notes

2. Pro-rata Rights: Right to participate in future funding rounds to maintain ownership percentage

3. Information Rights: Rights to receive company financial information and other material updates

4. Board Rights: Rights to board observation or participation, typically for larger investments

5. Transfer Restrictions: Limitations on the ability to transfer the SAFE note to other parties

What schedules should be included in a Safe Convertible Note?

1. Schedule 1 - Capitalization Table: Current ownership structure of the company

2. Schedule 2 - Conversion Calculations: Detailed examples of conversion calculations in various scenarios

3. Schedule 3 - Required Corporate Actions: List of corporate actions needed to implement the agreement

4. Schedule 4 - Form of Notice: Template for conversion notices and other required notifications

5. Schedule 5 - Disclosure Schedule: Any specific disclosures or exceptions to representations and warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
























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Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, covering share capital requirements, corporate governance, issuance of securities, and directors' duties and obligations

Securities and Futures Act (Cap. 289): Regulates securities offerings, prospectus requirements and exemptions, restrictions on investment offers, and defines securities and capital markets products

Moneylenders Act (Cap. 188): Governs lending activities, interest rate restrictions, and licensing requirements for money lending operations in Singapore

Contract Law: Encompasses Misrepresentation Act, common law principles of contract formation, and Electronic Transactions Act for digital execution of contracts

MAS Guidelines: Monetary Authority of Singapore guidelines on offers of securities and regulatory requirements for financial instruments

Income Tax Act: Covers tax treatment of convertible instruments, withholding tax implications, and stamp duty considerations

Personal Data Protection Act 2012: Regulates the collection, use, disclosure, and care of personal data of the parties involved in the agreement

Foreign Investment Regulations: Regulations governing international investments and foreign participation in Singapore companies

Start-up Tax Incentives: Various tax schemes and incentives specifically designed for start-ups and early-stage companies in Singapore

Exchange Control Regulations: Rules governing currency exchange and international fund transfers related to investments and securities

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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