BSA-AIR

TL;DR

French convertible-warrant on the SAFE model: investors subscribe now and convert at the next round at a discount or cap, no current valuation set.

BSA-AIR (Bon de Souscription d'Action - Accord d'Investissement Rapide) is the French legal community's adaptation of the US SAFE for the French civil-law system. The investor subscribes for warrants on the company's future shares, paying cash at signing; the warrants automatically convert at the next priced round at a valuation discount and/or under a valuation cap.

Unlike a SAFE, the BSA-AIR is technically a security and requires a shareholder resolution and warrant register update at issuance — but it sidesteps the classical French convertible-bond requirements (interest, maturity date, pari-passu ranking) that would otherwise complicate a quick round. Pre-seed and seed French rounds increasingly use BSA-AIR rather than convertible bonds, especially when the lead investor is comfortable with US-style speed of execution.

Worked example

A French biotech raises €350k via a BSA-AIR at a €4M valuation cap with a 25% discount. When the company prices Series A at €8M, BSA-AIR holders convert at €4M (the cap is lower than 75% of round price) — 8.75% of post-conversion equity, vs 4.4% if priced at €8M without the cap.

Common pitfalls

• Confusing BSA-AIR with a SAFE — it's still a French security, not a 'simple agreement', and requires lawyer-drafted resolutions.
• Setting a valuation cap that ends up below the next round's actual price and dilution-shocking the founders.
• Failing to register the warrants with the company secretary and triggering a holder dispute later.

When this shows up in a pitch deck

French pre-seed decks describe rounds as '€500k via BSA-AIR at €5M cap, 20% discount, longstop 18 months'.

Related terms

• SAFE — Y Combinator's Simple Agreement for Future Equity — a contract that gives an investor the right to equity in a future priced round, with no debt or interest.
• ASA (Advance Subscription Agreement) — UK SEIS/EIS-compatible alternative to a SAFE: cash paid up-front for shares issued at the next round, with a 6-month longstop to keep relief.
• Convertible Note — Short-term debt that converts into equity at a future priced round, typically with a discount, a valuation cap, and an interest rate.
• Valuation Cap — The maximum company valuation at which a SAFE or convertible note will convert into equity, protecting early investors from dilution at high prices.
• Seed — The round raised to find product-market fit, typically $1M–$5M on $8M–$25M post-money valuations from seed and multi-stage funds.

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