Next Wave Partners has launched two Safer-financed venture clusters, now open for co-investment: Intelligent Infrastructure and Climate Infrastructure. Six companies. Revenue-based repurchase payments may begin after the honeymoon period if the company generates sufficient revenue. Applications open to accredited investors under Rule 506(c).
The Market As It Actually Is
Early-stage venture capital has entered a structural breakdown. Cycles correct. Structural failures require new architecture.
The seed-to-Series A conversion rate is at 9 percent, down from a historical range of 15 to 20. Nearly half of all seed-stage financings in Q1 2025 were bridge rounds, the highest on record. Down rounds ran at 19 to 21 percent of all financings, nearly double the historical baseline. Startup shutdowns surged more than 25 percent in 2024. Strip away the mega-fund rounds and the AI concentration effect, and the true early-stage capital pool has contracted to under $50 billion annually.
The public market end of the stack is under the same pressure. Dan Gray, writing in The Odin Times this week, documents how the ratio of public to private market size has narrowed from 100x in 2000 to 18.6x in 2026. IPO exits for venture-backed companies produce a mean return of 209.5 percent and a median of 108.8 percent. M&A exits deliver a median of negative 32.1 percent. And yet IPO exits are near historical lows. Gray’s framing: public markets are venture capital’s primary customer, and that relationship is breaking down. The piece is worth reading in full at blog.joinodin.com/p/hitting-escape-velocity.
The failure runs from the first check to the final exit. The instrument at the center of the model, the SAFE, the convertible note, the priced equity round, is designed to produce zero return until something terminal happens. In a market where those terminal events are arriving later, less reliably, and at lower valuations than the private rounds that preceded them, that design is the problem. The instrument itself is the root cause.
A financial instrument that produces nothing until exit creates a rational incentive to pursue that exit at any cost, in an environment where the exit is increasingly uncertain, increasingly late, and increasingly punitive when it arrives.
The Safer Instrument
The Safer (Simple Agreement for Future Equity with Repurchase) was originally designed by James Thomason to operate on a different premise. Instead of treating the exit as the sole mechanism for returning capital, it allows revenue itself to serve that function.
After a honeymoon period of typically six to eighteen months, a defined percentage of gross quarterly revenue is directed toward repurchase payments. The instrument targets a return multiple, at which point a residual position may convert to equity at a terminal liquidity event at a cap fixed at signing. Repayment pace depends on actual company revenue and is not guaranteed. Seven terms govern the instrument: Purchase Amount, Post-Money Valuation Cap, Revenue Percentage (3–8 percent of gross quarterly revenue), Target Return Percentage, Repurchase Percentage (typically 90 percent), Honeymoon Period, and Reporting Frequency.
Revenue is the actual source of value for most startups: the Safer is structured to capture it through revenue-based repurchase payments once the honeymoon period ends, while preserving equity upside if a breakout exit occurs. The contract is open source. The accounting treatment has been analyzed under ASC 815-40 by Armanino LLP.
The First Two Clusters
We've described what the Safer could do. Now it's about what we are doing.
Next Wave Partners is a venture studio. We originate companies from formation, co-build alongside founders through the early operating stage, and deploy capital through the Safer. The studio model and the instrument are designed to work together: studio involvement at formation builds revenue discipline into the company from day one, and the Safer is structured to direct that revenue toward investors through quarterly repurchase payments rather than requiring investors to wait for a terminal exit event.
We have organized our portfolio into venture clusters: interconnected companies that reinforce each other technically, commercially, and financially. Each cluster is available for co-investment under Rule 506(c). Two clusters are now open.
Cluster 1: Intelligent Infrastructure
Surge Holdings · Genios · Adaptive Swarm Technologies · Tubular Network
Surge Holdings is deploying advanced positioning systems and environmental sensors that transform urban corridors and utility rights-of-way into machine-readable environments, establishing persistent data rights and operational frameworks embedded in infrastructure. Genios is building carrier-neutral fiber and edge computing infrastructure, has entered into an anchor infrastructure agreement expected to support long-term revenue generation, and serves as the showcase for future large-scale real estate deployments. Adaptive Swarm Technologies holds eleven issued patents in multi-agent coordination and GNSS-denied navigation, with licensable autonomy kernels that will power drone manufacturers and robotics platforms across the autonomous systems ecosystem. Tubular Network is building intra-building vertiport infrastructure for drone logistics at airports and large-scale mixed-use developments.
These four companies reinforce each other directly: each deployment creates infrastructure that the others require and extend. Every Safer in Cluster 1 is financed against this integrated operating reality.
Cluster 2: Climate Infrastructure
Cluster 2 applies the Safer to a new dimension: utility-scale infrastructure deployment. EcoVap has developed a two-phase capital model for wastewater evaporation services that extends the Safer instrument beyond startup operations into project-level infrastructure finance. In Phase I, a regional Permanent Capital Vehicle fully funds site-specific engineering, equipment deployment, and regulatory permitting, with Safers issued by each Project SubCo, zero upfront cost to the customer. When Phase I milestones are complete, Phase II ESG and infrastructure capital enters the SubCo, repurchases the Safer at a pre-defined target multiple, subject to company revenue and operational performance, and funds full-scale utility deployment under long-term service agreements.
What EcoVap demonstrates is that the Safer operates across stages and sectors. It can underwrite the pre-development capital that institutional investors will not touch: specifically, the early engineering, permitting, and validation work that turns a promising climate technology into a bankable infrastructure asset.
Carbon GeoCapture extends this into carbon sequestration, turning carbon capture into a utility-style pay-per-use product. Safer financing enables rapid deployment across multiple sites simultaneously, with revenue-based repayment tied directly to tons of carbon captured, removing the upfront capital barriers that have prevented this category from scaling.
The Safer was designed to recognize value that traditional instruments overlook: companies generating revenue before any exit, infrastructure deploying before any IPO, and climate impact that can scale on revenue timelines rather than waiting a decade for institutional capital to arrive.
Join the Next Wave Network
We are opening co-investment in both clusters to accredited investors under Rule 506(c). This is direct participation in Safer-financed companies that are already operating.
Rule 506(c) is open to accredited investors, meaning individuals with income above $200,000 annually or net worth above $1 million excluding primary residence, and institutional investors meeting applicable thresholds.
Investments are made through our licensed broker platform, which handles accreditation verification for all 506(c) participants. The Safer instrument is structured to provide revenue-based repurchase payments once a company’s honeymoon period ends, targeting a return multiple through operations, with a residual equity conversion right at a cap fixed at signing. Actual repayment pace depends on the company’s revenue. There is no performance fee and no fixed lock-up period, though investments in early-stage companies are illiquid by nature.
The first step is a conversation about the cluster and the specific companies you want to understand. We will walk through the Safer mechanics in a live deal, answer every question about how repayments work, how conversion is structured, and how the instrument interacts with future financing rounds.
Ready to join us? Registering for the Next Wave Network is free.
Note: Accreditation verification is required before making any investments.
Risk Considerations & Disclaimer
Early-stage investing carries significant risk. Companies financed through the Safer instrument may fail to achieve meaningful revenue or may cease operations entirely. If revenue does not materialize, repurchase payments may never begin and investors may lose their entire investment.
The Safer structure is designed to allow revenue-based repurchase payments when companies generate sufficient revenue, but these payments are not guaranteed and may occur more slowly than anticipated or not at all. Repayment timing depends entirely on company performance.
Investments are also illiquid. There is no public market for Safer instruments, and investors should expect to hold their investment for an extended period.
This article is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security. Any offering of securities by Next Wave Partners is made only through formal offering documents to verified accredited investors under Rule 506(c) of Regulation D. This article constitutes general solicitation under Rule 506(c) and is directed only to accredited investors as defined under Rule 501 of Regulation D. Certain statements in this article constitute forward-looking statements and involve risks and uncertainties. Nothing in this article constitutes investment advice. Offers may not be available in jurisdictions where prohibited.
Accreditation verification for all 506(c) offerings is administered through a a licensed broker platform. Investing in early-stage companies involves substantial risk, including the possible loss of all principal. Past instrument design does not guarantee future repayment performance. Repayment pace under any Safer instrument depends on actual company revenue and is not guaranteed.
The tax treatment of the Safer instrument has not been addressed by IRS guidance; no advance ruling will be sought. Investors should obtain independent tax counsel before making any investment decision. GP written approval required before publication.