Questions for your attorney

Using SAFEs with a Georgian entity

Questions for your attorney: SAFEs with a Georgian entity

Bring this page before signing a SAFE from a US investor. If you've already signed one, bring it before signing the next.

For my Georgian LLC, what does the standard YC post-money SAFE need to be modified to reference instead of "Preferred Stock" and "Series Seed Preferred Stock"? Show me the redline.

What does the "next equity financing" definition need to look like to capture (a) a Georgian-led round in the LLC, (b) a Delaware-flip-then-priced-round scenario, and (c) a SAFE-to-SAFE replacement?

Walk me through the FX clause: which exchange-rate source, which date (signing vs. conversion vs. wire receipt), which party bears interim FX risk, and what currency is the cap denominated in?

What governing-law and dispute-forum should we accept? Are there hybrid options that give the investor Delaware comfort without making LLC-level disputes harder to resolve in Georgian courts?

For the explicit "convertible in a successor entity" language: what's the standard wording, and does the standard YC SAFE need it added, or does any boilerplate cover this implicitly?

If we accept multiple SAFEs across 6–12 months, what's your protocol for tracking the stack? Do we model post-conversion ownership before each new SAFE signs, and who maintains the running calculation?

What information rights and pro-rata side letter terms are typical to grant a lead SAFE investor? Are these reasonable, or should we push back on any?

If we get acquired before any priced round and the SAFE has not converted, walk me through the waterfall — how does the SAFE holder's 1× return interact with the acquirer's purchase price and what's left for founders?

Are there any Georgian regulatory implications of accepting a SAFE from a US investor (capital controls, NBG reporting, tax characterization at the LLC level)? What filings, if any, do we need to make?

If the SAFE is from a US individual angel (not a fund), are there any US securities-law concerns I should be aware of — accredited-investor status, Regulation S vs. Regulation D, etc. — that the investor's lawyer should be confirming on their side?