How to Track a Bridge Round as an Angel After Close

How to track a bridge round is the angel-side ledger you keep after the wire already cleared: instrument (SAFE, note, or priced), amount, cap or discount if any, maturity or conversion trigger, cash date, and status (open or converted). It is not a down-round mark. Raziel's down round tracking page is pre-round shares, new price, anti-dilution, adjusted shares, ownership, and mark versus last preferred. This page is six fields on the bridge close itself.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed SAFE, note, or stock purchase agreement, the wire receipt, and any later conversion notice. Do not invent a cap or a discount.

What this ledger is (and is not)

Carta (December 20, 2022) defines a bridge round as extra money a company raises between priced rounds, often led by a current investor, and calls it an unpriced round of financing. Carta's down-round page (February 6, 2023) is explicit: down rounds are different from bridge rounds, which help founders extend their last round of fundraising. Cooley GO (last reviewed May 3, 2021) defines bridge financing as a short-term cash infusion to reach a successful financing round or a sale, often a convertible note or a SAFE that converts into the next round, commonly at a discount to that next price. Those are definitions of the event, not your balances.

Six columns on one bridge row

Open one row per instrument in the close. Two SAFEs, or a note and a SAFE, are two rows. Do not overwrite the prior priced-round row. Copy each field from the signed paper and the wire. If a field is missing, store that it was missing.

• Instrument (SAFE / note / priced). The paper you signed. Carta: in most bridge rounds the company issues preferred equity or convertible notes. Cooley GO adds the SAFE (SAFE primer, last reviewed October 28, 2025). Y Combinator: a SAFE is not debt and not stock until it converts into preferred shares in an equity financing. If the close issued preferred, log priced.

• Amount. Purchase amount on a SAFE, principal on a note, or purchase price on the stock purchase agreement. Date it to the cash date. If the wired dollars and the face amount differ, keep both. Amount is not a share count.

• Cap or discount if any. The valuation cap, the discount, both, MFN, or none, copied from the instrument. Carta: notes let investors set a valuation cap or discount for shares sold in the next priced round. Y Combinator publishes three post-money SAFE forms (cap, discount, or uncapped MFN). Copy the form you signed. Do not paste a teaching discount or cap into the cell.

• Maturity / conversion trigger. For a note, the maturity date printed in the note, plus the qualified-financing trigger if the note has one. For a SAFE, Y Combinator: no maturity date; conversion in an equity financing is automatic, with no post-money SAFE dollar threshold. Also log Liquidity Event and Dissolution Event if those are on the form. For priced preferred, the stock already issued; log none for maturity.

• Cash date. The date the wire cleared, not the term-sheet date and not the later conversion date. Y Combinator: a SAFE is not binding until the money is received.

• Status (open / converted). Open while the SAFE or note is still outstanding, or while you still hold the priced preferred from this close. Converted when a conversion notice and cap table show the SAFE or note became preferred (or common). Priced preferred is already stock: do not flip the cell to converted just because the round closed.

A priced bridge can also be a down round

Carta's opening sentence calls the bridge unpriced; its mechanics paragraph still allows preferred equity. If this close sold preferred at a pre-money below the last post-money (Carta's test) or at a price per share below the last preferred (Cooley GO's test), it is also a down round. Keep this bridge row. Open the down-round row on Raziel's down round tracking page. Do not collapse the two. An unpriced SAFE or note has no new preferred price yet, so do not mark it as a down round until conversion produces a price.

Cap, discount, and trigger come from the instrument

Do not invent a cap. Do not invent a discount. Cooley GO's glossary says a bridge note or SAFE commonly converts at a discount to the next round. That is Cooley's phrase, not a rate to paste. If the SAFE is the MFN form, Y Combinator: it has no valuation cap or discount and takes the terms of a later SAFE. Store MFN. If the paper has both, store both and wait for the conversion notice.

When the ledger holds

The row holds if the instrument is SAFE or note or priced as the paper used, amount is the signed dollars dated to the wire, cap or discount is copied or stored as none or MFN, trigger is the printed maturity or the SAFE conversion events, cash date is the wire, and status is open or converted without overwriting the cash. It fails when you label an unpriced SAFE a down round, paste a teaching discount into the cap cell, start the cash clock on the term sheet, or flip status to converted because the company announced a round that has not issued your shares. Conversion is not a second investment. Raziel's startup investment tracker is the book those rows can sit on: cash dates, documents, cap tables, IRR and MOIC. Raziel does not interpret your SAFE or note and does not give investment advice. Copy the six columns. Leave the conversion math to the instrument and the notice.