BSA-AIR in 2026: raise fast without locking your valuation

Quick answer. The BSA-AIR (share subscription warrant, fast investment agreement) lets a seed investor pay in funds right away while the shares are issued only later, upon a trigger event. The valuation is not locked at entry: it is set at conversion, with a negotiated discount and valuation tunnel.

At the seed stage, the most common sticking point is not the amount to raise, it is the valuation. Founders and investors have no solid benchmark: little revenue, a product still being built, a market yet to prove. Negotiating a value at this stage often amounts to guesswork. The BSA-AIR exists precisely to break this deadlock: you take in the funds now and defer the valuation decision to a moment when it can rest on facts.

A BSA-AIR is a contractual investment instrument by which the investor subscribes to a warrant, pays immediately, and receives shares later, at a price set upon a future event. It is the French equivalent of the American SAFE and convertible note, adapted to French company law.

In practice, the investor does not buy a slice of the capital straight away. They buy the right to become a shareholder under conditions defined in advance, which apply only upon the trigger. This split between the moment of payment and the moment of share issuance is what changes everything for a fast seed round.

This instrument is aimed primarily at young technology companies. If you are structuring your first round, working with a firm familiar with the startup and tech ecosystem avoids the framing mistakes that prove costly at the next round.

In a classic capital increase, the valuation is set on the day of the operation: a price per share is fixed, the investor enters the capital, and that price becomes the reference. At the seed stage, this figure is largely arbitrary and binds both parties for the long run.

With a BSA-AIR, the valuation is determined at the trigger event, usually the next priced round. The logic is simple: you let the professional investors of the next round set the price based on tangible elements, then convert the BSA-AIR at that price, adjusted by two negotiated parameters.

• The discount rewards the risk taken early: the BSA-AIR investor converts at a price lower than that of the priced round.
• The valuation tunnel frames the conversion between a floor and a cap, so that neither founder nor investor is penalised if the next-round valuation diverges too much from the assumptions.

The BSA-AIR does not remove the valuation question, it shifts it in time, to a point where it can rely on real data rather than projections.

These three routes finance a young company, but they handle valuation, investor status and timing very differently.

The core difference from a capital increase: with a BSA-AIR, the investor is not yet a shareholder, they become one at conversion. The difference from a convertible bond: the BSA-AIR does not, by nature, carry a debt profile with interest and repayment; it targets entry into the capital, not the status of creditor.

1. Scoping the need and the timeline. Define the amount to raise, the horizon before the next priced round, and the investor profile (single or multiple).
2. Negotiating the parameters. Discount, floor, cap of the tunnel, trigger event, time deadline: these are the real discussion points, not the immediate valuation.
3. Drafting the BSA-AIR contract. The document frames the issuance of the warrant, the payment, the conditions and the conversion mechanism. This is precise legal work, not to be standardised blindly.
4. Issuing the warrant and paying the funds. The investor pays; the company gets the cash without having set its valuation.
5. Occurrence of the trigger event. Next priced round, sale of the company, or deadline stipulated in the contract.
6. Conversion into shares. The BSA-AIR converts at the price determined by the event, adjusted by the discount and bounded by the tunnel.

In creation and first-round files, this sequencing is what allows closing within a few weeks instead of stalling for months over a figure no one can soundly justify.

This is where the real balance of the operation is decided. No "standard" value applies: everything is calibrated case by case, depending on risk, horizon and bargaining power.

To calibrate these levers and anticipate the real dilution at the next round, support in growth strategy and valuation secures your assumptions before signing.

• A poorly set tunnel. A cap that is too low can heavily dilute founders if the next round prices high; a floor that is too high protects the investor poorly. The tunnel is simulated, not copied.
• The absence of a clear trigger event. If no priced round occurs and no time deadline is set, the instrument can stay in limbo. Always provide a temporal exit.
• Stacking several BSA-AIR on different terms. Multiplying warrants with diverging discounts and tunnels complicates conversion and the cap table. Harmonise as much as possible.
• Confusion with other tools. The BSA-AIR is neither a BSPCE (employee incentive) nor a convertible bond. Mixing up the regimes leads to errors in structuring and treatment.

A seasoned seed investor does not read the amount first: they read the conversion terms. The tunnel, the discount and the precise definition of the trigger event determine what they will actually obtain at the next round. They also check the cleanliness of the cap table and its consistency with any prior BSA-AIR. Clear, well-kept documentation is a sign of seriousness that speeds up the decision.

The BSA-AIR is an excellent tool for what it is meant to do: take in funds fast and defer an indefensible valuation to a point where it becomes defensible. It is not a universal solution. The larger and more structured the round, the more a classic capital increase makes sense again. The right reflex is not "BSA-AIR by default", but "which instrument for which goal, at which horizon".

To steer the cash from the round and prepare the next one, many young companies rely on an outsourced CFO dedicated to startups and SMEs, turning a one-off inflow into a readable financing plan.

The pure seed round. This is the BSA-AIR's natural ground: product under construction, little hindsight, no consensus on valuation. The instrument lets you move forward without stalling on price. To frame the target amount, see our markers on the pre-seed raise from the founders' side and on the cash trajectory between pre-seed and seed.

The bridge between two rounds. When a company needs cash between two priced rounds, the BSA-AIR acts as a relay: you extend the runway while waiting for the next round to set the price. Our overview of fundraising from pre-seed to Series A places this bridge within the overall trajectory.

Single versus multiple investors. With a single investor, parameter negotiation is quick and homogeneous. With several investors, the challenge becomes aligning terms to avoid a patchwork of warrants at conversion. If bank financing is otherwise closed to you, our alternatives when a loan is refused round out the picture.

In seed files, one pattern recurs: a young technology company wants to raise a few hundred thousand euros, but every exchange with investors stalls on valuation, for lack of track record. By switching to a BSA-AIR, the team moved the discussion to the discount, the tunnel and the trigger event, tangible parameters, and secured its cash within a few weeks, where a valuation negotiation had dragged on for months. The valuation was not settled earlier; it was simply deferred to the moment when it could be settled properly.

Drafting the BSA-AIR contract remains demanding legal work. Scoping it with corporate legal support secures the conversion and its consistency with your cap table.