Fundraising & Equity generatorUAE · DIFC
SAFE: Simple Agreement for Future Equity (DIFC)
A post-money SAFE adapted for a DIFC-incorporated company, under which an investor pays now for the right to shares on a future priced round, governed by DIFC law and DIFC Companies Law.
What is a SAFE: Simple Agreement for Future Equity?
A SAFE: Simple Agreement for Future Equity (DIFC) is a post-money SAFE adapted for a DIFC-incorporated company. The investor pays now for the right to shares on a future priced round, and the instrument is governed by DIFC law and DIFC Companies Law.
Built for an early-stage DIFC company raising on a SAFE, and its angel or seed investors, who want a fast convertible instrument without setting a valuation today.
SAFE: Simple Agreement for Future Equity template, current for 2026
Post-money valuation-cap and discount mechanics wired to share issuance under DIFC Companies Law No. 5 of 2018, a DIFC Courts governing clause, and a DFSA framing note in place of US securities-law reps.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your SAFE: Simple Agreement for Future Equity live as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it before you sign and coordinates sign-off by locally admitted counsel where the governing law requires it. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Which company is issuing this SAFE? This is the DIFC-incorporated company receiving the investment and promising future shares. Include its full legal name and DIFC registration details.
- What is the Company's DIFC registration number? The number assigned by the DIFC Registrar of Companies identifies the entity of record for this agreement.
- What is the Company's registered address in the DIFC? The registered office is the address for formal notices and the entity's official seat.
- Who is the Investor? The person or entity paying the purchase amount now in exchange for the right to future shares.
- What is the Investor's address for notices? Used to deliver formal notices and to record the Investor's domicile for regulatory purposes.
- Is the Investor an individual or an entity? This drives the wording of the Investor's representations (capacity vs. due organization).
- How is the Investor classified under DFSA rules? A DIFC private placement relies on the Investor being a Professional Client (or Deemed/Assessed Professional Client) rather than a Retail Client. This representation firms up the private-placement basis of the offer.
- What is the Purchase Amount the Investor is paying now? The money paid today in exchange for the future equity right. This is the SAFE's principal economic term.
- In which currency is the Purchase Amount denominated? DIFC deals commonly transact in USD, but AED or another currency may apply. This flows through valuation and conversion mechanics, and controls the currency symbol shown on every monetary term.
- If other, name the currency (ISO code). Specifies the exact currency so all monetary terms are unambiguous. Use the ISO code (e.g. GBP, EUR), which will be rendered in front of each figure.
- Which valuation terms apply to this post-money SAFE? A post-money valuation cap sets the maximum valuation at which the SAFE converts; a discount gives the Investor a reduced price versus the next-round price. Many SAFEs use one, both, or neither (an uncapped/no-discount MFN SAFE).
- What is the Post-Money Valuation Cap? The Investor's conversion price is capped by dividing this figure by the company's post-money capitalization, protecting the Investor if the priced round values the company higher.
- What is the Discount Rate (as a percentage of the round price the Investor pays)? Enter the percentage the Investor PAYS of the priced-round price (e.g. 80 means a 20% discount). This rewards early risk and is applied both at the Equity Financing and, in the Liquidity Price, at a Liquidity Event.
- Include a Most Favored Nation (MFN) provision? An MFN lets this Investor adopt more favorable terms the company later grants to other SAFE investors before the priced round, with a look-through to the definitive financing documents. It is the core protection in an uncapped SAFE.
- What class of shares will the SAFE convert into at the priced round? Typically the preferred (or 'SAFE Preferred') shares issued in the equity financing. Names the security the Investor ultimately receives.
- What minimum amount of new money defines a qualifying 'Equity Financing' that triggers conversion? Only a priced round raising at least this amount forces conversion; smaller raises don't trigger it. Set to 0 if any priced preferred round should qualify.
- Grant the Investor a pro rata (participation) right in the next round? A pro rata right lets the Investor invest additional money in the priced financing to maintain its ownership percentage. It is documented in a side letter or the definitive financing documents and carries an expiry date.
- On what date does the pro rata right expire if not exercised? The pro rata right lapses if not exercised or documented before this date, avoiding an open-ended participation obligation.
- Which court/dispute mechanism governs disputes? DIFC deals typically choose the DIFC Courts (English-language common-law courts) or DIFC-seated arbitration. This sets the forum for enforcement.
- If arbitration, which rules and how many arbitrators? Specifies the administering institution/rules and tribunal size for a valid arbitration clause.
- Who signs for the Company (name and title)? The authorized director/officer executing on the Company's behalf appears in the signature block.
- Who signs for the Investor (name and title, if an entity)? For an entity Investor, the authorized signatory; for an individual, the Investor's own name.
- What is the effective date of this SAFE? The date the agreement is entered into, used for the title block and to fix the timing of representations.
Frequently asked
About the SAFE: Simple Agreement for Future Equity and how HDAi works.
What is a SAFE: Simple Agreement for Future Equity (DIFC)? +
A SAFE: Simple Agreement for Future Equity (DIFC) is a post-money SAFE adapted for a DIFC-incorporated company. The investor pays now for the right to shares on a future priced round, and the instrument is governed by DIFC law and DIFC Companies Law. An early-stage DIFC company raising on a SAFE uses it with its angel or seed investors when both sides want a fast convertible instrument without setting a valuation today.
Is HDAi's SAFE: Simple Agreement for Future Equity (DIFC) legally binding? +
The SAFE: Simple Agreement for Future Equity (DIFC) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. Every HDAi draft can be routed to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because this document is governed by foreign law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this SAFE: Simple Agreement for Future Equity (DIFC)? +
You can generate and download the SAFE: Simple Agreement for Future Equity (DIFC) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this SAFE: Simple Agreement for Future Equity (DIFC) current for 2026? +
Post-money valuation-cap and discount mechanics wired to share issuance under DIFC Companies Law No. 5 of 2018, a DIFC Courts governing clause, and a DFSA framing note in place of US securities-law reps.
How long does the SAFE: Simple Agreement for Future Equity (DIFC) take? +
Estimated time about 12 min (23 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this SAFE: Simple Agreement for Future Equity (DIFC) work in the DIFC? +
Yes. This version is drafted for DIFC law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.
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