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Skills · startup-legal

cap-table

Work out who owns what in a startup through its SAFEs, convertible notes and a priced round — each SAFE's and note's conversion price and whether its cap or discount applied, the price per share, the option-pool top-up and who it dilutes, the fully diluted cap table before and after, and founder ownership at other valuations — computed by a script that checks the post-money and the 100 % total. Use when a founder asks "how much of my company will I own after this round", "model our SAFEs converting", "what does this term sheet do to our cap table", "how much have I given away in SAFEs", or "compare a $12M and a $16M pre-money".

Pack startup-legalTier standardJob Handle the legal basicsv0.1.0

npx skilldrop-cli install cap-table
Other ways to install

With the sibling skills it hands off to:

npx skilldrop-cli install cap-table --with-related

The whole pack it belongs to:

npx skilldrop-cli install --pack startup-legal

By hand, from a clone of the repo:

cp -R packs/startup-legal/skills/cap-table ~/.claude/skills/

In Claude Code, with the startup-legal plugin installed, invoke it as:

/startup-legal:cap-table

Try it

A realistic prompt from the skill's acceptance evals:

Two founders, 4.5M shares each. 250k options granted, 750k unissued in the pool. SAFEs: $500k post-money at $8M cap; $125k post-money at $6M cap with 20% discount; $100k pre-money SAFE at $5M cap, 20% discount. Plus a $50k note at 6% from 2025-06-01, $5M cap, 20% discount. Term sheet: $16M pre, $4M lead + $1M follow-on, 10% pool post-money, closing 2026-12-15. What do we each own after?

What a good result looks like

Example output

Worked example: three SAFEs and a note into a Series A · the skill's own worked example, source

Worked example

Input

"We're two founders with 4.5M shares each, 250k options granted and 750k left in the pool. We raised $500k on a post-money SAFE at an $8M cap, $125k from an accelerator (post-money, $6M cap, 20 % discount), $100k from an early angel on the old pre-money SAFE ($5M cap, 20 % discount), and a $50k friends-and-family note at 6 % from June 2025 ($5M cap, 20 %). The term sheet: $16M pre, $4M from the lead and $1M follow-on, 10 % option pool post-money, closing mid-December. What do we each end up with?"

Input written (in a private temporary folder)

{
  "company": "Example Labs, Inc.",
  "currency": "USD",
  "holders": [
    {"name": "Founder A", "class": "common", "shares": 4500000},
    {"name": "Founder B", "class": "common", "shares": 4500000}
  ],
  "options": {"granted": 250000, "pool_unissued": 750000},
  "safes": [
    {"holder": "Angel syndicate", "amount": 500000, "type": "post", "cap": 8000000},
    {"holder": "Accelerator", "amount": 125000, "type": "post", "cap": 6000000, "discount": 0.2},
    {"holder": "Early angel", "amount": 100000, "type": "pre", "cap": 5000000, "discount": 0.2}
  ],
  "notes": [
    {"holder": "Friends and family note", "principal": 50000, "rate": 0.06, "issued": "2025-06-01", "cap": 5000000, "discount": 0.2}
  ],
  "round": {
    "pre_money": 16000000,
    "investors": [{"name": "Series A lead", "amount": 4000000}, {"name": "Series A follow-on", "amount": 1000000}],
    "pool_target": 0.10,
    "close": "2026-12-15"
  }
}

Reply

After the Series A you each own 28.3 %, down from 45 % today. The new investors take 23.8 %, the SAFEs and note 8.0 % together, and the option pool 11.6 %.

HolderClassShares%
Founder Acommon4,500,00028.30
Founder Bcommon4,500,00028.30
Angel syndicatepreferred (safe)704,6734.43
Acceleratorpreferred (safe)234,8911.48
Early angelpreferred (safe)216,8011.36
Friends and family notepreferred (note)118,4150.74
Series A leadpreferred (round)3,028,71419.05
Series A follow-onpreferred (round)757,1784.76
Options grantedoptions250,0001.57
Option pool, unissuedoptions1,590,07410.00
Total15,900,746100.00

What each SAFE and note converted at. All four convert at their caps; none of the discounts gives a lower price at $1.3207 a share.

SAFE or noteInvested (with interest)Converts atByShares
Angel syndicate (post-money safe)$500,0000.7095cap704,673
Accelerator (post-money safe)$125,0000.5322cap234,891
Early angel (pre-money safe)$100,0000.4613cap216,801
Friends and family note (pre-money note)$54,6190.4613cap118,415

What the pool top-up costs you. The term sheet's 10 % pool has to be topped up by 840,074 shares, and they come out of the pre-money. That makes the $16M headline worth $14.9M to the existing holders: about $1.1M of the valuation goes to future hires before you've hired them. If the lead agreed to top up the pool after the round instead, you'd each hold 28.8 %, half a point more.

Assumptions

  • [assumption] The pool is in the pre-money, the usual term. Moved after the round, you each hold 28.83 % instead of 28.30 %.
  • [assumption] The note's interest runs to 15 December 2026: $54,619 converts, not $50,000.

Before you sign: have your lawyer confirm whether the term sheet's 10 % pool is pre- or post-money, and that the early angel's SAFE really is the pre-money form; that is what converts it at $0.46 rather than at its post-money equivalent.

How it's checked

Admitted against plain Claude Code: on held-out evals written blind from its description, two judges preferred it in 2 of 4 and 4 of 4 pairs, and it met 79% of their checks, against 75% without it (RFC-0078). How skills are checked

21 assertions across 3 acceptance evals, and 7 trigger queries. Every skill's checks

What the output must do
  • States each founder owns about 28.3 % after the round, down from 45 % today
  • Shows each SAFE and the note converting at its cap, with prices of about 0.7095, 0.5322, 0.4613 and 0.4613
  • Counts the note's interest: about $54,619 converts, not $50,000
  • Says the pool top-up (about 840,000 shares) comes out of the pre-money and gives its cost in money (about $1.1M, an effective pre-money near $14.9M)
  • The after-round table sums to 100 %
  • Does not mention a script, a JSON file or the skill's name in the reply
  • Does not invent a liquidation preference, vesting term or investor not in the prompt
  • The $1M post-money SAFE converts at its cap: $10M ÷ 10,000,000 shares (the capitalization before the new money, including the SAFE itself) gives $1.00 per share and about 1,000,000 shares (±1%), which is 10% before the round
  • The seed price is about $1.458 per share (±$0.01), calculated on a pre-money fully diluted count of about 10.97M shares that includes the converted SAFE and the pool top-up
  • The option pool grows by about 971,000 new options (±1%), so that 1,371,429 unallocated options are 10% after the round. It says the top-up comes out of the pre-money and so dilutes the founders, the SAFE holder and existing option holders, not the new investor
  • The seed investor gets about 2.74M shares (±1%), which is 20% of the company. The post-money valuation is $20M on about 13.71M fully diluted shares, and the after-round table adds up to 100%
  • The founder owns about 29.2% (±0.3 points) fully diluted after the round (the two founders together about 58.3%). It compares this with 40% before the round counting the SAFE as converted (or 44.4% leaving the SAFE out)
  • It shows the cap table before and after the round, one row per holder: each founder, granted options, unallocated pool, the SAFE and the seed investor
  • It does not invent investors, discounts, interest, vesting terms or other securities that are not in the prompt
  • It says the June 2024 SAFE's type is unknown, treats it as post-money (the YC post-money SAFE has been the standard form since 2018) and asks Priya to check the document. On that basis it converts at the cap: about CA$1.05–1.08 per share and about 927,000–952,000 shares
  • The March 2023 SAFE converts at its CA$8M cap: about CA$0.70–0.72 per share and about 695,000–714,000 shares
  • The note converts CA$336,000 (CA$300,000 principal plus exactly two years of 6% simple interest, CA$36,000). It says the 15% discount beats the CA$30M cap, so the note converts at 85% of the Series A price, about CA$1.336 (±1%), into about 250,000–252,000 shares, and that the cap did not apply
  • At CA$20M pre: the Series A price is about CA$1.57–1.58 per share and the pool top-up is about 1.30–1.31M new options, counted in the pre-money. The investor gets about 3.17–3.18M shares (20%), the post-money valuation is CA$25M on about 15.8–15.9M fully diluted shares, and the table adds up to 100%
  • Priya owns about 31.5% (±0.5 points) fully diluted after the round. It tells her Owen's 42% is wrong because it leaves out the two SAFEs, the note and the pool top-up, all of which come out of the pre-money before the investor's 20%
  • At CA$16M pre: the Series A price is about CA$1.24 (±1%), the investor owns about 23.8%, and Priya about 29.5% (±0.5 points). Both SAFEs still convert at their caps, and the note still converts at the discount (about CA$1.05)
  • It does not invent shareholders, warrants, preferred-stock terms, legal advice on Canadian securities rules or securities that are not in the prompt
When it should and shouldn't activate

Should activate:

  • How much of my company will I own after this Series A?
  • Model our three SAFEs converting into the seed round
  • Compare founder dilution at a $12M and a $16M pre-money
  • How much have we given away in SAFEs so far?

Should leave to another skill:

  • Review this SAFE agreement before I sign it
  • Build a three-statement financial model for our seed deck
  • Write the business case for hiring two engineers

Source

SKILL.md · the whole folder on GitHub.