Read the Form D Before You Take a SAFE

The public filing shows the raise, not your slice

You are deciding whether to take a SAFE, or you already hold one. A SAFE gives investors the right to receive equity at a later time. The trap: the public filing may show only the money, not the math. The rule: pull the Form D first, then ask privately for the cap, discount, and conversion trigger.

Interlune is Seattle-based and was raising additional investment to identify and extract lunar resources, beginning with helium-3. It sold $5 million of SAFEs to a single investor on August 31, as recorded in a Form D filed with the SEC on September 15. The filing did not name the investor, and the SAFE's valuation cap, discount, and conversion terms remained private.

Interlune's offering was fully sold, leaving no amount unallocated. It used SEC Rule 506(b) and paid no commissions or finders' fees. Interlune's January 2026 $5 million SAFE had $500,000 sold to six investors, with the first sale on January 13.

Those numbers are the public skeleton. They show the raise had a size, an investor count, and a status. The public record is a starting point, not the whole deal. The missing terms decide your slice.

Read the Form D in the order that exposes the gaps

Start with the company's legal name, not the brand name. If the company has changed names, pull filings under both. A short list of filings is enough; choose the one that matches the round. Then work through the Form D in the order a founder would ask for it. Each step gives you a number you can check and a gap you can name.

• Pull the right filing. Match the company name, offering date, and instrument type. If the filing is missing, ask the company for the round's offering documents. A dated Form D that corresponds to the round you are considering is enough to proceed.
• Read the amount sold and the amount unallocated. A fully sold offering has no public headroom. A partial sale shows how much remains. Unallocated space is not the same as better terms. Keep two numbers: sold and left.
• Count the investors and check the offering status. A single investor can signal a concentrated round. A larger count can signal broader participation. Note the count and whether the round is open, closed, or still active.
• Check the exemption and fee disclosures. The filing should name the exemption and state whether commissions or finders' fees were paid. Note the exemption label and the fee statement.
• Ask privately for the terms the filing omits. Request the valuation cap, discount, and conversion trigger. A written answer should tell you when the SAFE converts and what percentage it can produce.

The private terms decide your percentage

The cap, discount, and conversion trigger are the three terms that turn a dollar amount into a percentage. A cap limits the valuation used at conversion. A discount reduces the price you pay relative to the next priced round. A conversion trigger tells you when the SAFE becomes equity.

Those terms live in the SAFE itself. If the company will not share those terms, treat that as a data point. If it shares them, compare them against the public numbers you already pulled.

For a founder, the filing is a trust signal. If the company can produce the Form D and explain the unallocated amount, the process is cleaner. If it cannot, slow down.

For an employee, the same check matters. Your SAFE may be part of a larger round. The public filing can show whether the round was sold out before you joined. That does not prove your terms are bad, but it tells you what to ask.