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Post-Series A Cap Table
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Blue = inputs. Yellow = key levers. Everything else recalculates.
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ASSUMPTIONS
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Series A post-money valuation$100,000,000
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Series A new investment$20,000,000
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Option pool (total at Series A, % of post-money)
15.0%
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YC $125k fixed ownership %7.0%
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Series A pre-money valuation$80,000,000
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Series A investor ownership20.00%
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Dilution factor for CAPPED safes65.00%
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SAFE TERMS (inputs)
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InstrumentInvestmentCap ($)MFN?
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YC $125k (fixed 7%)$125,000fixed 7%No
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YC $375k$375,000uncappedYes
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OpenAI (credits)$2,000,000uncappedNo
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Seed round$3,000,000$30,000,000Yes
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CAP TABLE — AFTER SERIES A
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HolderInvestmentConversion basisLocked %Post-A %Value at A
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YC $125k SAFE (fixed 7%)$125,000$1,785,7147.00%4.55%$4,550,000
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YC $375k MFN SAFE$375,000$30,000,0001.25%0.81%$812,500
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OpenAI SAFE — credits, no MFN$2,000,000round price-2.00%$2,000,000
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Seed SAFE (MFN, $30M cap)$3,000,000$30,000,00010.00%6.50%$6,500,000
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Founders51.14%$51,137,500
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Series A investors$20,000,00020.00%$20,000,000
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Option pool15.00%$15,000,000
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TOTAL100.00%$100,000,000
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KEY READOUTS
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YC combined ownership5.36%
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OpenAI — actual (no MFN, uncapped)2.00%
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OpenAI — IF it had an MFN (grabs $30M cap)
4.33%
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Cost of the missing MFN2.33%
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METHODOLOGY & CAVEATS
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• All safes convert at the Series A (first priced round).
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• CAPPED safes (YC pieces, seed) convert at their cap, locking a % that is then diluted by new money + the new option pool (dilution factor, cell B11).
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• UNCAPPED safes (OpenAI) convert at the Series A price per share — same as new investors — so ownership = investment / post-money and they are NOT separately diluted by the pool.
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• Founders are the residual and absorb the dilution from uncapped safes converting; capped (post-money) safe holders are protected from that.
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• OpenAI's $2M is in-kind service credits, not cash. The safe still converts on its $2M face amount, so dilution is identical to a cash safe.
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• Approximation for planning; confirm exact share counts in Carta or Pulley. Not legal or financial advice.
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