Glossary · Funding instruments · Updated
The BSA AIR (Bon de Souscription d'Actions – Accord d'Investissement Rapide) is the French instrument for investing in a startup without setting its valuation immediately. The investor pays now and receives shares at the next round, at a price bounded by a valuation floor and a valuation cap.
The BSA AIR is the French counterpart of the American SAFE, designed to work inside the legal framework of the SAS company form. It lets a pre-seed close in weeks rather than months, since neither valuation nor a full shareholders' agreement is negotiated at that point.
Three parameters drive it. The floor guarantees the company a minimum valuation, protecting founders from excessive dilution if the next round goes badly. The cap protects the investor by limiting the valuation they convert at. The discount gives them a further reduction on the next round's price.
Unlike a convertible note, a BSA AIR is not debt: there is nothing to repay if no round happens. In exchange it pays no interest. Conversion is triggered by an event defined in the contract: usually a round above a minimum size, a sale of the company, or a longstop date.
Example: a BSA AIR converting
An investor puts €300K into a BSA AIR at pre-seed. Fourteen months later the startup raises a seed at a €10M valuation.
| Amount invested | €300,000 |
|---|---|
| Valuation floor | €3,000,000 |
| Valuation cap | €6,000,000 |
| Discount | 20% |
| Next round valuation | €10,000,000 |
| Price after discount | €10M × 80% = €8,000,000 |
| Cap applies | €6,000,000, lower, so it governs |
| Ownership obtained | €300K / €6M = 5% |
With no cap the investor would have converted at €8M for 3.75%. The cap is worth an extra 1.25 points. Conversely, had the seed happened at €2M, the €3M floor would have limited them to 10% instead of 15%.
SAFE or BSA AIR: the comparison
The BSA AIR is routinely described as "the French SAFE". That is fair as to intent, but the two contracts sit under different legal systems and do not carry the same protections.
| Criterion | SAFE | BSA AIR |
|---|---|---|
| Governing law | US, drafted for Delaware | French, designed for the SAS form |
| Legal nature | Agreement to subscribe for future shares | Warrants carrying a right to subscribe |
| Valuation floor | Not in the standard version | Present in most contracts |
| Valuation cap | Yes | Yes |
| Discount | Yes | Yes |
| Interest | None | None |
| Repayable | No, there is nothing to repay | No, converts at a longstop date |
| Documentation | Free public templates from Y Combinator | Drafted by counsel, case by case |
| Use in France | Rare, causes friction at conversion | The market standard at pre-seed |
The most concrete difference for a founder is the valuation floor, absent from the standard SAFE. It guards against excessive dilution if the next round goes badly, which makes the BSA AIR slightly more balanced than its American cousin.
The common mistake
Setting a very low cap to win over a first investor. If the company succeeds, that cap is expensive: a €2M cap against a €12M next round hands the investor six times the equity their cheque would otherwise justify.
Frequently asked questions
How does a BSA AIR differ from a SAFE?
They serve the same purpose, investing without setting a valuation, under different legal systems. The BSA AIR is built for the French SAS and usually adds a valuation floor, which the standard SAFE does not have. For a French company, the BSA AIR is the appropriate instrument.
What happens if no round ever takes place?
The contract sets a longstop date at which the BSA AIR converts automatically, usually at the valuation floor. Unlike a convertible note there is nothing to repay: the investor becomes a shareholder rather than reverting to being a creditor.
Related terms
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