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Cap Table Explainer

Most first-time founders can't explain their own cap table — they signed the SAFEs, accepted the term sheet, and now can't articulate what they own or what happens at the next round. The Cap Table Explainer turns the numbers into plain English, then shows what the next raise actually does to them.

What this skill does

A founder who can't explain their cap table is a founder making consequential decisions in the dark. SAFEs convert in ways most first-timers haven't modelled. Option pool top-ups dilute founders, not investors. Pre-money versus post-money trips up smart people every week. This skill explains each piece in plain English — defines the term the first time it appears, shows the maths in a table, and walks through what happens at the next round so dilution isn't an abstract fear but a number you can see.

The explanation goes in layers. Founding equity first, with vesting in concrete terms — what's earned, what's not, what happens if you leave before the cliff. Then each funding instrument: SAFE or convertible note, what triggers conversion, what ownership it represents at the cap and at the discount. Then the option pool, including how much is allocated versus reserved and who actually gets diluted when it's topped up at the next round (hint: usually the founders). Then a before/after dilution table for the round being considered.

The dilution preview is where the emotional reframe happens. 30% of a £50M company is better than 80% of a £500K company, but founders feel the percentage drop in their gut and not the share-value rise. The skill shows both numbers side by side — your percentage went down, the paper value of your shares went up, here's the maths — because seeing both is what makes the trade legible.

This is education, not legal advice. The skill says so explicitly and recommends confirming any specifics with a lawyer before signing. It won't make up cap structures, won't guess at SAFE terms the founder doesn't have to hand, and won't tell anyone whether to accept a term sheet. What it does is make sure the founder understands what they're agreeing to before they agree to it — and that's the whole job.

When this triggers

  • ·You signed SAFEs and aren't sure what they convert into
  • ·A co-founder, advisor, or early hire is asking what their equity actually means
  • ·You're modelling a priced round and want to see dilution before agreeing to terms
  • ·You hear 'fully diluted' and 'pre-money' and aren't 100% sure of the difference
  • ·Your option pool is a black box and you suspect it's your biggest dilution source

Example

Trigger

User: 'Two founders 50/50. £400K on SAFEs at £6M cap. 10% option pool reserved. Raising £2M at £10M pre. What happens to me?'

Output

Before the round: · Founders: 50% / 50% (45% / 45% on a fully diluted basis once the 10% option pool is counted) · SAFEs: £400K, converts at the £6M cap → ~6.25% post-conversion Round: £2M at £10M pre → £12M post. New investor gets 16.7%. After the round (approximate, pool top-up included): | Holder | Before | After | |--------------|--------|-------| | Founder 1 | 45% | 35.8% | | Founder 2 | 45% | 35.8% | | SAFE holders | 6.25% | 5.0% | | Option pool | 10% | 8.0% | | New investor | — | 16.7% | What this means: you go from 45% of a [pre-money] company to 35.8% of a £12M company. Your shares are worth more, not less. Confirm specifics with your lawyer before signing.

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What you get

  • 144-line SKILL.md, ready to drop into ~/.claude/skills/
  • Tested through 3 Karpathy-loop iterations (versions v1.0.0 → v1.3.0)
  • Triggers automatically when relevant — no command to remember
  • Lifetime updates as the skill is refined further

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