cap-table

Cap-Table Skill

Model cap-table mechanics for founders so they understand what their term sheets, SAFEs, and convertible notes actually do to their ownership — before they sign. Produce rule-pack-cited math for SAFE conversion, convertible-note conversion, priced-round dilution, option-pool top-ups, anti-dilution, and Israeli ↔ Delaware flips. Every counsel-review item links back to a primary source (YC SAFE primer, NVCA model docs, Israeli Companies Law / Income Tax Ordinance, etc.). Tone is founder-first: a candid coach who's read the documents you can't be expected to read.

Reliance Boundary (mandatory)

For any eligibility, qualification, or status determination that turns on tax or legal facts the cap-table data cannot settle — QSBS (IRC §1202), Israeli §102 track / holding period, IIA obligations, or any rule carrying counsel_review — state the cited fact (the date window, threshold, or clock) and stop there. Never conclude that the founder does or will qualify ("yes, you qualify", "you're eligible", "strong eligibility posture"). The date or threshold is a fact you may assert with its citation; the conclusion is a counsel determination — present it as such and emit a counsel item. This holds whether the engagement runs the full pipeline, fast-assess, or a one-line directional answer: the boundary is about what you may conclude, not how deep the analysis went.

Skill Metadata

• Author: lool-ventures
• Version: managed in founder-skills/.claude-plugin/plugin.json
• Compatibility: Python 3.10+ and uv for script execution.
• Rule pack: consumes data/cap-table-rules.json at script runtime.
• Exports (full pipeline, in cap-table-{slug}/):
  • inputs.json + scenarios.json → financial-model-review (cross-validates revenue/dilution scenarios)
  • cap_state.json → ic-sim (IC partners ask about dilution exposure)
  • counsel_packet.json → fundraise-readiness (overall readiness scorecard)
  • report.json → fundraise-readiness, future cross-document-consistency skill
• Exports (fast-assess mode, in cap-table-{slug}-fastassess/):
  • fast_assess_only.json — sentinel marking that fast-assess ran (no canonical artifacts). See references/sentinel-schema.md. Future cross-skill consumers MUST check for this sentinel before treating a missing canonical artifact as "cap-table never ran."
  • report_fast_assess.md — founder-facing markdown deliverable
• Imports:
  • market-sizing:sizing.json — sanity-check that the planned raise + cap is consistent with modeled SAM/SOM
  • financial-model-review:report.json — current revenue scale + runway, to gate scenario plausibility