Glossary · Funding instruments · Updated 28 August 2026
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%.
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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