Upload your term sheet, financing documents and cap table along with this prompt to a capable AI model. It is designed to help founders understand economics, control, dilution, liquidation preferences, future-round implications and exit scenarios. Free to copy, modify and share. Educational draft only. Use your own attorney.
0
6 commits
updated Oct 2, 2026
See what people are saying
README
Free Founder Term Sheet & Financing Review Super-Prompt
Understand what you’re actually signing before you give away economics, control, or future flexibility.
By Mark Gavagan + ChatGPT, inspired and informed by the writings of Susan Montgomery: https://substack.com/@susanjmontgomery
This free AI prompt is designed to help startup founders review venture financing documents from a founder-side perspective.
It goes beyond “summarize this term sheet.”
It is designed to help answer questions like:
- How much am I really being diluted?
- What happens if the company sells for less than today’s valuation?
- At what exit price do founders/common receive nothing?
- When does the investor take its liquidation preference vs. convert to common?
- Can a relatively small investor block a future financing or sale?
- Could I lose board or practical control later?
- Which provisions matter most in a down round?
- Which provisions still matter if the company becomes a huge success?
- Are any familiar legal terms defined differently than industry norms?
- What are the most onerous or consequential provisions for founders?
What it reviews
Use it with:
- term sheets
- SAFEs
- convertible notes
- preferred stock financings
- cap tables
- voting agreements
- investor rights agreements
- ROFR / co-sale agreements
- side letters
- founder stock agreements
- venture debt
- related financing and governance documents
What it analyzes
The prompt is designed to examine:
- founder dilution
- liquidation preferences
- participating preferred
- anti-dilution
- option-pool expansion
- board composition
- investor veto rights
- voting thresholds
- drag-along provisions
- founder vesting and re-vesting
- future fundraising constraints
- down-round consequences
- exit waterfalls
- founder/common zero-proceeds thresholds
- preference/conversion crossover points
- pro rata and super pro rata rights
- redemption
- pay-to-play
- side-letter rights
- unusual or deal-specific definitions
- founder vs. investor incentives
- bankruptcy/distress scenarios
- 0.1x, 0.25x, 0.5x, 1x, 2x, 5x, 10x, 20x and 100x exit scenarios
Founder Dashboard
The prompt also creates a Founder Dashboard designed to surface the deal’s most important numbers and control issues immediately, including:
- founder ownership before and after the round
- effective founder dilution
- aggregate liquidation preference
- sale price below which founders/common receive $0
- sale price where founders/common receive their first dollar
- preference/conversion crossover
- board control
- smallest investor stake capable of blocking a major action
- biggest economic risk
- biggest control risk
- most consequential provision in a bad outcome
- most consequential provision in a very successful outcome
How to use it
- Copy or download the prompt.
- Upload your financing documents to a capable AI system.
- Upload your cap table if available.
- Paste the prompt.
- Review the analysis carefully.
- Use the results to ask better questions of your lawyer and investors.
For best results, upload all related financing documents, not just the term sheet.
Files
Founder-Term-Sheet-Financing-Review-Super-Prompt.mdFounder-Term-Sheet-Financing-Review-Super-Prompt.txt
Both contain the same prompt in different formats.
Why this exists
Founders often focus on valuation and percentage ownership.
But the provisions that matter most may be buried elsewhere:
- liquidation preference
- participation
- anti-dilution
- board rights
- investor vetoes
- option-pool treatment
- drag-along rights
- redemption
- founder re-vesting
- future financing restrictions
A seemingly attractive valuation can still produce a very different economic or control outcome than a founder expects.
This prompt is designed to make those consequences easier to see.
Important
This is an educational and issue-spotting tool, not legal, tax, accounting, investment, or other professional advice.
AI can miss issues, misunderstand documents, make calculation errors, or apply the wrong legal framework.
Use it to become better informed and better prepared — not as a substitute for qualified startup counsel.
Privacy
The prompt instructs the AI to treat uploaded documents and discussions as confidential and not retain them in memory to the maximum extent the platform permits.
Those instructions cannot override the actual privacy, retention, training, logging, or administrator policies of the AI platform being used.
Before uploading sensitive financing documents, review and use the strongest available privacy settings.
License
Released under CC0 1.0 Universal.
You may freely copy, modify, adapt, redistribute, republish, and use this prompt for commercial or non-commercial purposes without asking permission.
Contributions
Improvements are welcome.
If you identify a missing scenario, unclear instruction, calculation issue, or important founder-side financing concern, feel free to open an issue or submit a pull request.
Similar repos
Upload your term sheet, financing documents and cap table along with this prompt to a capable AI model. It is designed to help founders understand economics, control, dilution, liquidation preferences, future-round implications and exit scenarios. Free to copy, modify and share. Educational draft only. Use your own attorney.
0
6 commits
updated Oct 2, 2026
See what people are saying
README
Free Founder Term Sheet & Financing Review Super-Prompt
Understand what you’re actually signing before you give away economics, control, or future flexibility.
By Mark Gavagan + ChatGPT, inspired and informed by the writings of Susan Montgomery: https://substack.com/@susanjmontgomery
This free AI prompt is designed to help startup founders review venture financing documents from a founder-side perspective.
It goes beyond “summarize this term sheet.”
It is designed to help answer questions like:
- How much am I really being diluted?
- What happens if the company sells for less than today’s valuation?
- At what exit price do founders/common receive nothing?
- When does the investor take its liquidation preference vs. convert to common?
- Can a relatively small investor block a future financing or sale?
- Could I lose board or practical control later?
- Which provisions matter most in a down round?
- Which provisions still matter if the company becomes a huge success?
- Are any familiar legal terms defined differently than industry norms?
- What are the most onerous or consequential provisions for founders?
What it reviews
Use it with:
- term sheets
- SAFEs
- convertible notes
- preferred stock financings
- cap tables
- voting agreements
- investor rights agreements
- ROFR / co-sale agreements
- side letters
- founder stock agreements
- venture debt
- related financing and governance documents
What it analyzes
The prompt is designed to examine:
- founder dilution
- liquidation preferences
- participating preferred
- anti-dilution
- option-pool expansion
- board composition
- investor veto rights
- voting thresholds
- drag-along provisions
- founder vesting and re-vesting
- future fundraising constraints
- down-round consequences
- exit waterfalls
- founder/common zero-proceeds thresholds
- preference/conversion crossover points
- pro rata and super pro rata rights
- redemption
- pay-to-play
- side-letter rights
- unusual or deal-specific definitions
- founder vs. investor incentives
- bankruptcy/distress scenarios
- 0.1x, 0.25x, 0.5x, 1x, 2x, 5x, 10x, 20x and 100x exit scenarios
Founder Dashboard
The prompt also creates a Founder Dashboard designed to surface the deal’s most important numbers and control issues immediately, including:
- founder ownership before and after the round
- effective founder dilution
- aggregate liquidation preference
- sale price below which founders/common receive $0
- sale price where founders/common receive their first dollar
- preference/conversion crossover
- board control
- smallest investor stake capable of blocking a major action
- biggest economic risk
- biggest control risk
- most consequential provision in a bad outcome
- most consequential provision in a very successful outcome
How to use it
- Copy or download the prompt.
- Upload your financing documents to a capable AI system.
- Upload your cap table if available.
- Paste the prompt.
- Review the analysis carefully.
- Use the results to ask better questions of your lawyer and investors.
For best results, upload all related financing documents, not just the term sheet.
Files
Founder-Term-Sheet-Financing-Review-Super-Prompt.mdFounder-Term-Sheet-Financing-Review-Super-Prompt.txt
Both contain the same prompt in different formats.
Why this exists
Founders often focus on valuation and percentage ownership.
But the provisions that matter most may be buried elsewhere:
- liquidation preference
- participation
- anti-dilution
- board rights
- investor vetoes
- option-pool treatment
- drag-along rights
- redemption
- founder re-vesting
- future financing restrictions
A seemingly attractive valuation can still produce a very different economic or control outcome than a founder expects.
This prompt is designed to make those consequences easier to see.
Important
This is an educational and issue-spotting tool, not legal, tax, accounting, investment, or other professional advice.
AI can miss issues, misunderstand documents, make calculation errors, or apply the wrong legal framework.
Use it to become better informed and better prepared — not as a substitute for qualified startup counsel.
Privacy
The prompt instructs the AI to treat uploaded documents and discussions as confidential and not retain them in memory to the maximum extent the platform permits.
Those instructions cannot override the actual privacy, retention, training, logging, or administrator policies of the AI platform being used.
Before uploading sensitive financing documents, review and use the strongest available privacy settings.
License
Released under CC0 1.0 Universal.
You may freely copy, modify, adapt, redistribute, republish, and use this prompt for commercial or non-commercial purposes without asking permission.
Contributions
Improvements are welcome.
If you identify a missing scenario, unclear instruction, calculation issue, or important founder-side financing concern, feel free to open an issue or submit a pull request.