Meridian Health, Inc.

§ How to read this report

This document is built to be read in one sitting the week before your priced round, then handed to your lawyer and your co-founder. It moves in four arcs:

The INPUT→OUTPUT boxes

Every major section carries a dashed box like the one below. It exists so you never wonder where a number came from: on the left is what you told us (your raw intake), on the right is what this section computed from it. This is your report; these boxes prove it.

Throughout, "post-money" without qualification means the priced round's post-money (pre-money + new money). "Post-money SAFE" refers to the YC Nov-2018 instrument convention. See the glossary on page 68.

§ Situation snapshot

You've raised $1.45M across four convertible instruments and none of it has converted yet. A lead has floated $18M pre-money. Here is the number nobody has put in front of you: what your prior stack becomes the moment that round prices.

We modeled your exact stack across the three pre-money scenarios you're weighing. Founders + team land in a tight band; the prior stack barely moves; almost all the swing is the new money:

§ The three flags in your stack

Before any analysis, here is what our warning engine surfaced the instant it read your four instruments. Two are working against you right now; one is a live unknown. Each is expanded in §4.

These are pattern flags computed from your inputs, not legal conclusions. MFN scope, side letters, and conversion triggers in your executed documents can change the outcome — confirm each against the signed originals with counsel.

§ What we modeled — your exact inputs

So you can confirm we're working from your reality, here is the complete intake this entire report is built on. If any line is wrong, the report is wrong — check it first.

Existing cap table (fully diluted, today)

SAFEs and the note are not in this count — they are not yet shares. That is precisely why they're easy to under-count.

Instruments to convert

Priced-round scenarios modeled & assumptions

Assumptions: post-money SAFEs convert on the YC Nov-2018 convention (ownership fixed vs. post-money cap table; founders absorb the dilution). Note interest is 6% simple × 14/12 = $17,500, so it converts on $267,500. The new option pool is created in the pre-money (the "option-pool shuffle"). Currency USD throughout; no FX inferred. Full mechanics in §1–§3 and the methodology page.

§ Your as-converted block at a glance

One picture before the detailed sections. This is your base-case post-round company, by holder — the pie a lead sees when they open your data room. The two shaded bars are what you're paying us to make legible.

§ The one sentence to remember

If you internalize only that sentence, this report has paid for itself. It reframes your whole negotiation: you stop over-indexing on the pre-money number (which mostly trades off against the new investor) and start managing the block that's actually fixed — the MFN, the pool shuffle, the uncapped bridge.

What the rest of this report does

• §1–§3 (Interest) prove the 15.37% line by line: the scenario table, each instrument's conversion, and a waterfall that reconciles to the share.
• §4–§6 (Interest) tell you what it means: which flags are urgent, whether your terms are market, and what a lead re-opens.
• Part 3 (Desire) shows what changes if you act — the specific levers, a roadmap, and how the lead call goes differently.
• Part 4 (Action) is the to-do list, scripts, and lawyer/CPA handoff.

1 · Pro-forma cap table across your scenarios

Why this matters to you now: the associate asked for your "as-converted cap table across a couple of scenarios." This is that document — and it's the single artifact that tells the lead you understand your own round. Read across a row to see how your dilution moves with the pre-money you negotiate; read down a column to see who ends up owning what.

"Founders" = founders + all existing holders (the 9,200,000 existing FD shares) as % of post-round FD. "Prior stack" = your four converted instruments combined. Every figure produced by the engine from your page-6 inputs; nothing estimated.

1.1 · The bear case, in full ($2.5M @ $12M pre)

Your floor. If the market softens and you take the lowest pre-money you'd accept, this is your post-round company. Note the two effects that hurt you here: the new investor's share is largest (16.67%), and — critically — your uncapped bridge SAFE swells to 3.33% because a low round price makes its 20% discount bite harder.

1.2 · The base case, in full ($3.5M @ $18M pre)

The scenario the lead has floated, and the one every other section defaults to. This is your most likely post-round company. Founders + team hold 58.72%; your prior stack is 15.37%; the new investor takes 15.91%.

1.3 · The bull case, in full ($4M @ $26M pre)

Your ceiling — a strong round with real competitive tension. Here the new investor's share falls to 13.11% and your bridge SAFE shrinks to 1.64%: pricing high is exactly when a discount-only instrument is cheapest to you. Founders + team reach 61.60%.

Across all three scenarios the waterfall reconciles to 100.00% and the note always converts on $267,500 (principal + $17,500 simple interest). Per-instrument mechanics follow in §2.

2 · How each instrument converts

Why this matters to you now: the pie in §1 hides the choices you made months ago that are cashing out today — which cap governed, whether a discount beat it, and where the MFN reached. This is the section your lawyer will read most closely. All figures are the base case ($18M pre); the summary table below, then one page per instrument.

"Converts on" is the rule that governed. An investor always takes whichever path yields more shares — i.e., the lower conversion price. Round price/share in the base case is $1.4042; every instrument below converts under that, which is the whole point of a cap or discount.

2.1 · Lead angel SAFE — $500,000, $6M post-money cap

Your earliest and largest angel check, on a clean $6M post-money cap, no discount, no MFN. As a post-money SAFE, its ownership is set at signing as principal ÷ cap = $500,000 ÷ $6,000,000 = 8.33% of the post-money cap table (the company as it stands after all SAFEs convert but before the new money). "Fixed" here means fixed against that baseline — it is not a percentage the holder keeps through the round. Once the new money and the option pool are added, this SAFE dilutes further, exactly like every other holder: on the full post-round table it lands at 6.82%.

2.2 · Syndicate SAFE — $300,000, $8M cap, MFN

This is the instrument to understand. You signed it at an $8M cap — but it carries a most-favoured-nation clause, which entitles it to the best terms you granted anyone. Your lead angel's $6M cap is better. So the syndicate does not convert at its own $8M cap; the MFN pulls it down to the $6M cap price ($0.4681).

Modeled by comparing the base-case conversion with the MFN active vs. the same instrument fixed at its own $8M cap. Confirm the MFN's exact scope (which instruments qualify, timing cutoffs) against the executed document with counsel — MFN definitions vary.

2.3 · Bridge SAFE — $400,000, uncapped, 20% discount

Your runway extender, and the only instrument in your stack with no cap. It converts at 20% off the round price: base-case round price $1.4042 × (1 − 0.20) = $1.1233. Because it has no cap, its dilution is entirely a function of the price you set — it is the moving target in your stack.

Uncapped SAFEs are the single hardest instrument to model by hand, because share count and round price are mutually dependent — the engine solves that circularity directly (see methodology). This is the line most DIY spreadsheets get wrong or leave blank.

2.4 · Convertible note — $250,000, 6%, 14 months, $10M cap

Your one debt instrument. Unlike a SAFE, a note accrues interest that converts into equity too: 6% simple × 14/12 months = $17,500, so it converts on $267,500, not $250,000. It's capped at $10M, which governs (cheaper than the round price), giving a conversion price of $0.7801.

2.5 · Why "converts on" is the whole game

Every convertible instrument is really an option on two prices: the cap-implied price and the discount-implied price. The investor takes the lower one; you pay the difference. Seeing which rule governs each instrument — and by how much — is how you understand what your early terms actually cost.

3 · The full ownership waterfall

Why this matters to you now: §1 and §2 gave you percentages; a lead's diligence wants shares, reconciling to a round number, signed off by you. This is the table you paste into your data room. Base case ($18M pre), every holder, exact share count, summing to 100.00%.

$ value = ownership × $21.5M post-money — a valuation-implied figure, not a liquidation estimate (which would depend on preferences; see §4 and the note on liquidation stacking). Total FD shares 15,667,454; price/share $1.4042.

3.1 · The option-pool shuffle, made visible

The most misunderstood line on your waterfall is the 1,566,745-share new option pool. Here's the mechanic leads rely on you not fully grasping: a new pool "sized to 10% post-money" is created in the pre-money, which means you and your converting SAFEs pay for it — the new investor does not.

Put concretely: that pool is $2.15M of your post-money value, and essentially none of it comes from the new investor. It is the single largest founder-recoverable line in your entire round — larger than the MFN cost, larger than any single SAFE.

3.2 · Waterfall across all three scenarios, side by side

The same holders, all three pre-money scenarios, so you can see who is scenario-sensitive and who is locked. This is the table to have open when the lead asks "what if we come in at a different number?"

Read the pattern: the pre-money you negotiate is essentially a two-party trade between you and the new investor, with the bridge SAFE as the only prior instrument along for the ride. Everything else is fixed.

3.3 · Dilution attribution — where your points went

You started owning 100% of 9,200,000 existing shares. After this round you hold 58.72% (founders + team, base case). Here is exactly where the other ~41 points went — so when a co-founder asks "why are we at 59%?", you have the line-by-line answer.

Each bar is that holder's % of the post-round company; together they're the 41.28% you no longer hold. Founders + team retain the balance (58.72%).

3.4 · A note on preferences (why % ≠ payout)

The waterfall above is ownership by fully-diluted share — the right lens for control and for how a lead prices your round. It is not the same as who gets paid what in an exit, because your new preferred investors will hold a liquidation preference (typically 1× non-participating at seed).

Bottom line: use these ownership figures for the round negotiation and your data room. For "what do I net in a $200M sale," bring your signed term sheet to counsel or to the Boardroom tier.

4 · SAFE-stacking warning map

Why this matters to you now: the numbers so far are neutral. This section is our opinion, computed from your stack: the specific ways your instruments convert to more dilution than founders usually expect. Each is a pattern flag on your inputs, ranked by severity — not a legal conclusion. Confirm each against your executed documents.

Flag #1 · HIGH — the MFN that flowed backward

What it is. Your syndicate SAFE ($300K, $8M cap) carries a most-favoured-nation clause: it automatically adopts the most investor-favourable terms you grant anyone before it converts. When you later signed the lead's $6M-cap SAFE, the MFN reached over and took that $6M cap.

What it cost. ~160,000 shares moved to the syndicate; founder ownership dropped ~1 full point (see page 15 for the side-by-side). At a $21.5M post-money that's roughly $215,000 of value transferred by a clause most founders wave through as "standard."

The forward-looking danger. The MFN doesn't just cost you once. Every future SAFE you issue with a better cap or discount is inherited by the syndicate too — so it caps your pricing flexibility for the rest of your pre-priced-round fundraising.

Modeled from your stated $6M / $8M caps and the MFN flag. Executed-document MFN definitions vary (some exclude notes, some have look-back limits) — verify before relying on this figure.

Flag #2 · HIGH — three post-money SAFEs that stack

What it is. The defining trap of the post-money SAFE. Each one's ownership is fixed as a percentage of the post-money cap table. So when you stack several, the percentages don't dilute each other — they add, and every point comes straight out of founders and the pool.

Why founders miss it. The intuition "I gave each angel a small slice" is wrong for post-money SAFEs. Two $500K SAFEs at a $10M cap are not "about 5% together" — they're 5% + 5% = 10%, because the second one doesn't dilute the first; you do.

Flag #3 · MEDIUM — the uncapped bridge

What it is. Your $400K bridge SAFE has no cap — only a 20% discount. Its share of the company is undefined until you set a price, which makes it invisible in any static cap table and a genuine unknown in your planning.

Why it's flagged medium, not high. It's founder-friendly when you win (bull case), and $400K at a 20% discount is a modest block. But it's a real uncertainty in a soft market, and — importantly — it's the term a next-round lead most dislikes inheriting, because they can't cleanly model an unpriced block in their own cap table.

The bridge is the instrument most DIY spreadsheets model wrong, because its share count and the round price are mutually dependent — a circular solve the engine handles directly.

Flag #4 · MEDIUM — the block a lead prices against

What it is. Your prior stack converts to 15.37% of post in the base case. That's the number a lead computes first — and then quietly reprices your pre-money to account for it. If you don't bring this number, the lead is the one who introduces it, from a position of information advantage.

Why founders under-count it. SAFEs aren't shares until they convert, so they don't appear on the cap table you look at every day. The block is real, it's large, and it's the single most common source of "wait, I own less than I thought" at a priced round.

Flag #5 · LOW — discount-only economics

What it is. The bridge SAFE's 20% discount, with no cap, is the founder-friendlier structure when your round is strong — but it gives the investor no downside protection. That asymmetry is worth understanding because it shapes how a lead reacts to it.

This is a low-severity flag because it's not costing you today and may help you — it's here so you understand the instrument's shape and aren't surprised if a lead raises it.

Summary — your five flags, by what to do

4.6 · What we did not flag — and why that's useful

A warning map is only credible if it also tells you where you're clean. On your stack, these common traps are absent:

• No participating or >1× preferences yet — you're still pre-priced-round, so no liquidation stacking exists on the SAFE side. The one to watch is the new term sheet (see §6).
• No pre-money (legacy) SAFEs — all your SAFEs are post-money, so you avoid the older "SAFEs dilute each other unpredictably" problem. Cleaner to model, even if the additive trap (flag #2) applies.
• No compounding note interest modeled — your note is simple interest, the common convention. Confirm this on the executed note; compounding would add shares.
• No pro-rata or side-letter obligations captured — because you didn't report any. If any instrument carries a pro-rata right or a side letter, tell us or your counsel; it doesn't change ownership at this round but affects your next one.

Absence of a flag is not a legal opinion that the risk doesn't exist — only that your reported inputs didn't trigger it. Your counsel reviews the documents; we model the numbers.

5 · Market-terms benchmark — Seed (US)

Why this matters to you now: knowing your own numbers is half the battle; knowing whether they're normal is the other half. When an angel asks "why is my ownership so large?" or a lead says "your terms are aggressive," you want to answer from the distribution, not from a feeling. Directional medians from public sources — verify the current quarter before quoting.

Sources: Carta, State of Private Markets; PitchBook-NVCA Venture Monitor; Y Combinator Post-Money SAFE User Guide; Cooley GO deal-terms surveys. Figures are directional medians reported across 2024–2026, given as ranges. Verify the current quarter before quoting.

5.1 · Where your numbers sit in the distribution

Your stack against the seed market, line by line — with the sentence you can say when each comes up.

5.2 · The dilution ladder — pre-seed → seed → A

To put your 15.4% in context, here's how a SAFE-stacked company typically dilutes across its early life. It helps you see where you are and what's coming.

Ranges are directional medians across 2024–2026 public sources; your reality depends on your executed terms and market conditions at your raise. This ladder is context, not a forecast.

5.3 · Option pools — what "market" actually means

Because your pool is your single biggest recoverable line (§3.1), it's worth benchmarking on its own. "10–15% post-money in the pre-money" is the reflexive ask — but "market" is more nuanced than a single number.

• The right size is your hiring plan, not a percentage. Leads default to 10–15% because it's easy; the defensible number is "how many shares do my next 12–18 months of hires actually need?" Founders who bring a hiring plan routinely negotiate a smaller pool.
• Pre-money vs. post-money placement is the real fight. A pool in the pre-money dilutes you and your SAFEs; a pool in the post-money shares the dilution with the new investor. This placement is often worth more than a point or two of pre-money.
• Unused pool from a prior round counts. If your existing 800K includes unallocated options, that reduces the top-up you need. Make sure your model (and the lead's) credits it.

5.4 · A note on AI-premium valuations

Meridian is an AI care-coordination company, so a word on the premium. Through 2025–26, AI-native companies carried a reported valuation premium — median AI early-stage valuations ran well above non-AI comps.

Sources & how we keep them honest

• Carta, State of Private Markets — SAFE structures, cap and valuation distributions, dilution by stage.
• PitchBook-NVCA Venture Monitor — deal sizes and step-ups.
• Y Combinator Post-Money SAFE User Guide — the instrument mechanics our engine implements.
• Cooley GO deal-terms surveys — prevalence of discounts, pools, preferences.

We publish these figures as ranges, refreshed quarterly, and tell you to verify the current quarter before quoting — because a benchmark presented as false precision is worse than none. The methodology page lists the exact vintage of each figure used in your report.

6 · What a lead will most likely re-open

Why this matters to you now: the fastest way to lose points is to be surprised. This section is illustrative scenario modeling — the terms in your stack a priced-round lead most commonly re-opens at seed, so you can pre-empt them. It is not negotiation coaching and not advice; it's "here's what tends to come up, and here's your number for it."

6.1 · "Your SAFE overhang shrinks the pre-money we can offer"

What's happening. The lead models your entire prior stack converting (15.37%), sees a heavy block, and reduces the pre-money they'll offer so their own post-money ownership lands where they want it. This is standard and rational — they price the whole cap table, not just their entry.

Why you can hold your ground. The overhang is fixed whether or not the lead mentions it — so a pre-money "adjustment for overhang" is partly the lead pricing something that exists regardless. Knowing your exact 15.37% (and that 3 of 4 instruments are cap-locked and won't grow) lets you distinguish a fair adjustment from an over-correction.

This is illustrative modeling of a common negotiation dynamic, not a recommendation about what to say or accept. Your counsel and your own judgment govern the actual negotiation.

6.2 · "We'll need a 10–15% option pool"

What's happening. The lead asks for a fresh pool sized to post-money but created in the pre-money — so you and your SAFEs fund it, not them. It's the most reliable point-grab in a seed term sheet precisely because founders accept it reflexively.

Your two levers (both quantified earlier): size it to your hiring plan (§5.3), and negotiate its placement (§3.1). A 5% pool instead of 10% frees ~845,000 shares (the pool itself shrinks from 1,566,745 to ~721,900); moving it post-money shares the dilution with the lead.

6.3 · "The uncapped SAFE needs to be trued up"

What's happening. A next-round lead dislikes inheriting an unpriced block they can't cleanly model. They may ask you to convert the bridge to a cap before or at the round, so it's a known quantity in their table.

Your position. You've already run the scenarios (§2.3): the bridge is 2.27% at base, cheaper if you price high. If the lead wants a cap, you know exactly what cap leaves you neutral vs. leaving it uncapped — so you can agree to a fair one rather than a defensive over-correction. And you'll have (per Part 3, lever 3) already spoken to the bridge investor, so you're not renegotiating three-way under time pressure.

Whether to cap an uncapped instrument is a real economic decision with two-sided investor impact — model it and take counsel before committing. This page shows the shape of the conversation, not the answer.

6.4 · The new terms you don't have yet — preferences

Everything above is your existing stack. But the priced round introduces new terms your SAFEs never had: the liquidation preference, participation, anti-dilution, board and protective provisions. These aren't in your inputs (they don't exist yet), so we can't model them — but you should walk in knowing the market defaults.

End of the analysis core. Part 3 turns all of this into a transformation: what changes if you act on it.

§ Where this report takes you

Everything so far diagnosed. This part is the transformation: the before/after picture, the specific levers that move your number, a milestone timeline, and how your next lead conversation actually changes. This is what "good" looks like eight weeks from now.

The next four pages take the four levers in your control — the pool, the MFN, the bridge, and the pre-money — and show the concrete before/after of acting on each.

The four levers, ranked by recoverable value

Not every lever is worth the same. Here they are ordered by how many points they can plausibly return to the founders' block — so you spend your negotiating capital where it pays.

*Bridge value is scenario-dependent (bear vs. bull). Pre-money's ~4.4 pts is the full bear→bull founder swing, but it trades against the new investor and is the hardest-fought; the pool and MFN are more reliably recoverable because they're structural, not valuation.

The next pages take levers 1–3 individually. Lever 4 (pre-money) is your standard valuation negotiation — §1 gives you the founder ownership at every pre-money so you can price the trade-off in real time.

Lever 1 · Right-size the option pool

The single largest recoverable line in your round. You're modeling a 10% pool (1,566,745 shares, $2.15M) created entirely in your pre-money. Here's what happens if you size it to a leaner-but-realistic 5% hiring plan instead:

Both figures engine-computed: the base scenario re-run at a 5% target pool vs. 10%, all else equal. The founders' % rises because a smaller pre-money pool means less dilution absorbed by you and your SAFEs.

Don't under-size to a number you'll blow through in six months and have to top up in a dilutive way — the goal is right-sized, matched to a real plan, not merely small.

Lever 2 · Neutralize (or price in) the MFN

The clause that already cost you ~1 point. The syndicate's MFN pulled it to the lead's $6M cap. You can't un-sign it, but you can stop it from costing you more and understand exactly where it lands.

The "after" is the engine re-run with the MFN inactive (syndicate held to its own $8M cap) — an illustration of the clause's cost, not a promise you can remove it. Whether the MFN can be renegotiated depends on your documents and the investor.

Lever 3 · Decide the bridge cap — before the lead does

Turn an unknown into a decision. The uncapped bridge is the one instrument whose dilution you don't yet control. You can't make it disappear, but you can decide its shape on your timeline instead of under term-sheet pressure.

Capping an uncapped instrument changes the economics for the bridge investor too — it's a negotiation, not a unilateral move. Model both sides and take counsel before proposing terms.

Lever 4 · Negotiate the pre-money — now with a live model

The standard fight, transformed by knowing your number. This is the negotiation everyone focuses on. What changes with this report is that you can price every pre-money offer in real time — you know the founder ownership at $12M, $18M, $26M, and anywhere between.

Combine the levers: the pool (lever 1) and pre-money (lever 4) interact. A slightly lower pre-money with a leaner post-money pool can leave you better off than a higher pre-money with a fat pre-money pool. The model lets you find that trade — the lead is already running it on their side.

The combined picture — all levers together

What if you pulled the reliable levers together: right-size the pool to 5–6% and place a portion post-money, hold the pre-money at a defensible $18M, and resolve the bridge? Illustratively, the founders' block moves from the mid-50s toward the low-60s — driven mostly by the pool.

The ~63.7% figure is the engine's base scenario re-run at a 5% pool; the "partly post-money" and MFN effects are directional and depend on what you actually negotiate. This is an illustration of the levers' combined shape, not a guaranteed outcome.

What changes in your data room

Beyond the negotiation, this report changes how prepared you look — and diligence speed correlates with perceived preparedness. Here's the before/after of the artifacts you hand over.

None of this replaces your counsel's legal review or your accountant's sign-off. It makes those conversations faster and better-informed, because you arrive with the numbers already modeled and the questions already framed.

A word on what this doesn't promise

The transformation above is real, but let's be precise about its boundaries — because a report that over-promises is worse than useless in a room full of professional investors.

• It doesn't raise your round. We model numbers; we don't broker, introduce investors, or guarantee outcomes. A great model doesn't fix a weak business.
• It doesn't replace your lawyer. Ownership math is not legal advice. Preferences, board terms, and document review are counsel's job — we route those to them (page 65).
• The lever values are illustrative. Whether you recover the pool points depends on your leverage and your lead. We show the shape and the math; the negotiation is yours.
• Points aren't guaranteed. A lead may hold firm. What's guaranteed is that you'll negotiate informed rather than blind — which is the actual product.

Part 4 makes the clarity actionable: exactly what to do this week, in 30 days, and in 90 days, plus the scripts and handoff sheet.

§ Your roadmap to a signed term sheet

The milestone timeline from where you are today to a closed round — with this report as the spine. Eight weeks, illustrative; compress or stretch to your reality.

Milestone detail — the pre-negotiation checklist

Zooming into Weeks 0–2, the prep that determines how the negotiation goes. Each item ties to a report section, so nothing here is abstract.

The 90-day picture — beyond this round

Good round economics don't end at close. Here's what "good" looks like at 30, 60, and 90 days out — so this report seeds habits, not just one negotiation.

Risk register — what could still go wrong

A responsible roadmap names its own risks. Here's what could derail the transformation, and how to keep it on track.

§ How your next lead conversation changes

The concrete before/after of the single most important meeting in your raise. Same lead, same terms — different you, because you walked in with this report.

Before this report

After this report

The angel conversation, too

It's not just the lead. Your existing angels will have questions when they see the priced round — especially the syndicate whose MFN made their ownership look large. This report lets you handle those gracefully instead of defensively.

If an angel disputes a figure, that's exactly the moment to loop in counsel and reconcile against executed documents — the report is your starting model, not the final legal word.

The co-founder & team conversation

Dilution isn't only an investor conversation. Your co-founder and early employees care deeply about the option pool and their own dilution. This report gives you the shared, honest picture to have that conversation well.

• With your co-founder: §3.3 shows exactly where your combined ownership went. No vague "we gave up a lot" — a line-by-line account you both trust.
• With early employees: the new option pool (§3.1) is their equity. Right-sizing it (lever 1) isn't just founder-friendly — an under-sized pool means you can't hire, an over-sized one dilutes everyone. The model helps you strike the balance honestly.
• With your board (once formed): a clean as-converted model is table stakes for board credibility. You'll present from it every quarter.

Picture it — eight weeks from now

Close your eyes on the version of this raise where you did the work. It's Week 8. The round has closed.

None of that required you to become a finance expert. It required one thing: knowing your own numbers before anyone else in the room did. That's what this report is.

Bridge to action

You now have the full picture: your number (Part 1), the analysis behind it (Part 2), and what changes when you act (Part 3). Desire without action is just anxiety. So Part 4 is deliberately concrete — no more concepts, only a to-do list you can start tonight.

Plus: scripts you can adapt and send tomorrow (p.62), a one-page handoff sheet for your lawyer and CPA (p.65), and where deeper modeling makes sense (p.67).

§ Prioritized action checklist

No concepts, just moves. Ordered by urgency. Check them off.

This week Before your next lead call

• Re-read your one sentence (p.8) until "15.37%, three cap-locked, MFN costs a point" is automatic.
• Build your 12-month hiring plan → total option shares needed → % of post. This is lever 1, your biggest recoverable line.
• Book a 30-minute call with your securities counsel; bring the handoff sheet (p.65).
• Decide your bridge-cap stance (p.45) and schedule a call with the bridge investor.
• Walk your co-founder through §3.3 so you both tell the same ownership story.

Within 30 days During the raise

• Upload §2 (terms table) and §3 (waterfall) to your data room.
• When asked for as-converted scenarios, send §1 the same day.
• Negotiate the pool to your hiring plan; push for post-money placement of any buffer.
• Raise the bridge and MFN proactively — before the lead does (§6.3, §6.1).
• Price every pre-money offer live against §1's founder-ownership table.

Within 90 days Closing & beyond

• At close, reconcile the real converted cap table against §3 — it should match to the share.
• Consolidate the cap table on one tool (Carta/Pulley) so you never lose the thread again.
• Adopt the rule: model any new instrument before signing (homepage calculator for quick checks).
• Review your dilution ladder (§5.2) so you don't rebuild the stack you just cleaned up.

The two moves that matter most

If you do nothing else from the checklist, do these two. Between them they capture the large majority of the recoverable value in your round.

This prioritization is illustrative guidance based on your modeled numbers, not a recommendation to take or forgo any specific action — your counsel and judgment govern.

Your negotiation one-pager

Print this. It's every number you need in the room, on one page, so you never fumble for a figure mid-conversation.

§ Scripts you can adapt tomorrow

Editable starting points — not scripts to read verbatim. Make them yours; the goal is that the numbers are accurate and the framing is confident.

To the associate, sending your as-converted table

To the lead, on the option pool

To the bridge investor, on capping

More scripts — the harder conversations

To the syndicate angel, explaining their (larger) ownership

To your lawyer, framing the review

To your co-founder, aligning

Every script above encodes a real figure from this report. Update the bracketed numbers if your intake changes; the framing holds.

Templates — the two artifacts to build this week

1 · Hiring-plan → pool template

Fill with your real roster. The total is your evidence-based pool ask — usually well under a reflexive 10%.

2 · Instrument tracker (keep this current forever)

§ Handoff sheet — for your lawyer & CPA

Tear this out (or forward it). It routes exactly the questions this report can't answer — the ones that need your executed documents and a professional's judgment — so your counsel call is fast and focused.

For your securities counsel

• MFN scope: Does the syndicate SAFE's MFN reach the lead angel's $6M cap? Is it already irrevocably triggered, or can its resolution be negotiated at conversion? Are notes excluded from its "qualifying instruments"?
• Note mechanics: Simple or compounding interest? What is the maturity date, and could it force conversion or repayment before the priced round?
• Uncapped bridge: Any implied valuation cap, MFN, or side letter we've missed? What's the cleanest way to cap it if the lead requires it?
• Hidden terms: Any pro-rata rights, information rights, or side letters on any instrument that affect this round or the next?
• New round: Review the term sheet's liquidation preference (target 1× non-participating), anti-dilution (target broad-based weighted average), and board/protective provisions.

For your CPA / accountant

• Confirm the 409A implications of the priced-round price per share for option grants.
• Confirm accrued note interest treatment ($17,500 modeled at 6% simple × 14/12).
• Flag any tax consequences of the SAFE conversions at your entity level.

Frequently reconsidered questions

"Can't I just do this on Carta?"

If your entire stack is consolidated on Carta or AngelList, they model conversion for free — and you should use them. This report is for founders whose stack isn't cleanly on one tool (like this fictional one, with two pre-Carta SAFEs and a loose PDF), or who want the interpretation layer: the warning map, the benchmark, the "what a lead re-opens," and the roadmap. We differentiate on the reading, not the arithmetic.

"Is this defensible in a real negotiation?"

The arithmetic is deterministic standard cap-table algebra (YC post-money SAFE mechanics + classic dilution), the same inputs always producing the same numbers. It's analytical modeling you bring to the table — not a legal opinion or valuation. It makes your conversation with counsel and the lead faster and better-informed; it doesn't replace either.

"What if my numbers change?"

Re-run it. Your report regenerates deterministically from your intake — new instrument, new scenario, updated cap, and every figure recomputes consistently. That's the point of an engine over a one-off spreadsheet.

Deeper modeling & the next tier

This report models your SAFE/note conversion into a priced round — the highest-value, most-under-modeled part of a seed raise. Two natural extensions, framed honestly as "when you actually need them," not upsell for its own sake:

§ Glossary

Definitions are practitioner shorthand for this report, not legal definitions. Your executed documents and counsel govern the operative meanings.

§ Methodology & sources

How the numbers are produced

Every figure in this report is computed by a deterministic engine — the same inputs always produce the same outputs — implementing standard startup-finance algebra re-derived from first principles: YC post-money SAFE mechanics, classic priced-round dilution, cap-vs-discount selection, MFN resolution, simple note interest, and the pre-money option-pool shuffle. The one genuinely hard part — post-money SAFE shares and the round price are mutually dependent — is solved with a direct fixpoint, including the uncapped-discount instrument. The engine is verified by an automated test suite (post-money SAFE = principal/cap of the post-money cap table; stacked post-money SAFEs are additive; the waterfall sums to 100%; MFN inherits the lowest cap; note interest = 6% simple × months/12).

Benchmark sources (§5)

• Carta, State of Private Markets — SAFE structures, caps, valuations, dilution by stage.
• PitchBook-NVCA Venture Monitor — deal sizes and step-ups.
• Y Combinator, Post-Money SAFE User Guide — instrument mechanics.
• Cooley GO — venture-financing deal-terms surveys.

Benchmark figures are directional medians reported across 2024–2026, published as ranges and refreshed quarterly. Verify the current quarter before quoting any figure in a live negotiation. Full methodology at roundeconomics.com/methodology.

§ Disclaimer & scope