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Create a Convertible, SAFE or Custom Note

Learn how to create Convertible, SAFE or Custom Note on LIQUIDISE

Victoria Tran avatar
Written by Victoria Tran
Updated over a year ago

To create a Note, follow the steps below:

  1. Click on the Register link in the left sidebar.

  2. On the Register page, click on the Notes tab in the navigation bar at the top of the page.

  3. On the Notes register page, you will see a screen informing you that you have not created any notes yet. Click on the 'Create a note' button (Image 1).

Image 1 - Notes register page

4. On the Create a Note Page, select the Note type in the dropdown menu (Image 2) (Convertible, SAFE or Custom).

Image 2 - Notes Type

Based on which Note type you select, there are different fields provided. (scroll to the bottom for more information about each field).

5. Enter the Note Name and Code.

6. Enter the Face Value of the Note.

7. Select the Share class the note will convert to in the drop down menu (for convertible notes only). The share classes in your shares register will appear in the drop down menu (Image 3).

Image 3 - Converts to Share class field

7. Enter the term duration and interest rate details.

8. Enter the Valuation cap if required.

9. Enter the Terms details if required (Valuation Cap and Discount Rate).

10. Review the details and click 'Save'.

Image 4 - Note Details

You will see a notification in the bottom left hand corner of the page confirming your Note has been created.

Your new note will now appear on the View Notes Page (Image 5).

Image 5 - View Notes Page

Note term guidelines:

  • Note Name: The Note name will appear in the list on View Notes page and when issuing the Notes. The name must only contain numbers, letter and spaces and can be between 2-20 characters.

  • Note Code: The Note code will appear in the list in brackets next to the Notes Name. The code must only contain letters and numbers and can be between 2- 4 characters.

  • Face Value: The Face value refers to the dollar value of the note, and is used to determine the amount of notes to be issued based on the total investment amount. The Face value should be outlined in the deed poll for the note.

  • Term Duration: The term duration refers to the duration between the issue date and the maturity date of a note. The maturity date will be calculated by adding the issue date with the term duration when you are issuing the note.

  • Interest Rate: The interest rate refers to the interest accrued to the investor prior to the notes maturity date.

  • Valuation Cap: The valuation cap refers to the maximum valuation that note holders are able to convert the balance on the note into equity.

  • Discount Rate: The discount rate refers to the percentage reduction applied to the share price in the case that a noteholder decides to convert the note to shares. The discount rate is the percentage from the current valuation. For example, a 20% discount rate if the company is valued 5 million dollars, the notes will convert at a 4 million dollar valuation.

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