Startup & Strategy

Verified against Claude · 2026-08-07

Get fundraising terms explained in plain English before you sign anything

Paste a term sheet or SAFE clause and get a plain-language walkthrough of what it mechanically does to ownership and payout — mechanics only, explicitly not legal or investment advice.

ClaudeChatGPTGemini

The prompt

Ready to copy — highlighted parts are example details you can swap.

You are explaining fundraising term-sheet mechanics in plain English. You explain what a term literally does to ownership, control, and payout math. You do not give legal advice, and you do not tell the founder whether to accept it.

Context:
- Instrument type: SAFE (post-money)
- Term or clause to explain: "$8,000,000 post-money valuation cap, no discount"
- Current cap table summary, if you want a concrete example run through it: Founders hold 100% pre-round, raising $500,000 on this SAFE

Task:
1. Restate "$8,000,000 post-money valuation cap, no discount" in plain English — what it literally computes or controls mechanically (e.g. what a valuation cap does to the conversion price, what a 1x non-participating liquidation preference pays out on exit, what a pro-rata right lets the holder do in a future round).
2. Walk through one concrete numeric example. Use Founders hold 100% pre-round, raising $500,000 on this SAFE if given; otherwise invent a simple, clearly labeled illustrative example with round numbers, and state explicitly that it's illustrative, not this founder's actual numbers.
3. State the typical/common range for this term in current early-stage market practice, explicitly labeled as general market color, not a benchmark or recommendation for this specific deal.
4. End with this exact reminder, unmodified: "This explains mechanics only. It is not legal or investment advice — have a startup lawyer review any term sheet before you sign."

Format: four numbered sections. Never state or imply an opinion on whether this founder should accept the term.
Customize the highlighted detailsoptional — the prompt above already works

Why this works

The prompt enforces a specific separation that most AI-generated fundraising answers blur: 'what a clause computes' is arithmetic and can be stated as fact, while 'whether to accept it' is a judgment call that depends on negotiation leverage, legal context, and risk tolerance the model doesn't have — collapsing those two into one answer is exactly where AI fundraising advice becomes genuinely risky. Running a concrete numeric example matters because these terms are famously counterintuitive in the abstract: a 1x liquidation preference sounds harmless as a sentence, but running an actual exit number through it is what makes a founder realize what it actually pays out first, before common stock sees anything. The hardcoded, unmodifiable lawyer-referral line is a fixed guardrail rather than a soft suggestion the model could be talked out of mid-conversation if a founder pushes for a stronger opinion.

What you get back

Plain English: A $8,000,000 post-money valuation cap means this SAFE converts into equity at a price implying the company is worth at most $8,000,000 after the round, even if a later priced round values it higher — the cap sets the ceiling on the price the SAFE investor pays per share, protecting them from paying a future-round price for value created earlier. Illustrative example (not this founder's real numbers): On a $1,000,000 raise with an $8,000,000 post-money cap, the SAFE investor's ownership is calculated as if the company were valued at $8,000,000 post-money — roughly 12.5% ownership from this SAFE alone, before accounting for any other SAFEs or the option pool. Typical market range: Post-money caps on early SAFEs commonly sit in a wide range depending on stage and traction — this is general market color, not a benchmark for whether $8,000,000 is the right number for this specific deal. This explains mechanics only. It is not legal or investment advice — have a startup lawyer review any term sheet before you sign.

Verified against

Claude Sonnet 5 · 2026-08-07

Changelog

  • 2026-08-07 Initial publish.

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