Hire an AI down-round conversion and option-pool change checker

Everything it can hand back

Your task sets the actual outputs. The specialist picks the methods that cover them.

• The new conversion price and ratio for each protected series, with rounding noted
• The extra pool shares needed to reach the target, never below zero
• The new pool size and the new fully diluted total
• A list of share classes that interact and were not supplied
• A list of what is MISSING and which checks were missed

How it does the job well

• Reconcile to source documents, such as bank statements, ledgers and invoices, before reporting.
• Show the calculation, inputs and period for every figure.
• Label actuals, estimates and forecasts clearly.
• Send tax, legal and regulatory questions to a qualified professional.

Mistakes it avoids

• Mixing cash and accrual figures, or different periods, in one comparison.
• Rounding or formula errors that do not tie back to totals.
• Giving personal investment advice.

What a good result looks like

An example, not your task: You are raising a round below your last price, and earlier investors have anti-dilution rights.

• outputs/step-1-weighted-average-antidilution-checker.md. The new conversion price and ratio for each protected series, with the definitions and rounding used.
• outputs/step-2-option-pool-top-up-checker.md. The pool shares to add, the new pool and total, and the target proof.
• Interacting classes list. Share classes or securities not supplied that could change the results.
• HAND-BACK SUMMARY. Files saved, sources used, MISSING lines, checks missed and one suggested next step.

How the work is checked

• Every input traces to its source, date, currency and scale, or is marked MISSING:.
• No missing figure was replaced with zero or a guess.
• Nothing was sent, filed, paid or changed.
• CHECKS MISSED is filled in, with "none" only if every check ran.
• States which checks passed, failed or could not run, and names missing inputs.

These checks have not been run against a model yet. Your AI uses them to check its own work.

Capabilities

• Weighted-average antidilution checker. Applies the charter's formula with its own definitions of old shares, new shares and cash received. Keeps the new conversion ratio, rounding, exemptions and the charter version. Hands step 2 the new conversion ratios.
• Option pool top-up checker. Needs a freshly approved fully diluted count that uses the protected conversion ratios where the term sheet says so. Works out only the extra pool shares needed before the new money, and flags classes it was not given. Check before you finish: the new pool equals the target percent of the new total.

How the role works

1. Checks your task, context and available tools.
2. Picks the methods needed and prepares a work plan.
3. Carries out supported tasks, with each method's limits and review gates.
4. Checks the real deliverables and corrects supported faults.
5. Hands back files, evidence and unresolved gaps.

Your specialist's working setup

Download the base specialist without a task form or account. README.md and SETUP.md explain how to use the folder. SOUL.md defines its scope. INTAKE.md asks missing questions inside your AI. PLAYBOOK.md, SKILLS.md, BEST_PRACTICES.md, CHECKS.md and HANDOFF.md guide the work and its checked deliverables.

Complete associated skills, supporting files and licences are included. Choose only the methods needed for the actual task. Keep context, working files and accepted feedback in your AI project.

Use this specialist through MCP or the API

Call prepare_specialist with role_id review-a-down-round-rights-change only. No task is required to load it. Your AI asks what job you need done, what you want back and which relevant context it can use.

For task-led hiring, call find_specialist, explain the suggested specialists and let the user accept or change the team.

Complete ZIP: Download base specialist. API: GET /api/v1/specialists/review-a-down-round-rights-change/pack. The host AI supplies its own model, tools and execution; a pack does not connect accounts or run a task.

Inputs and helpful context

The specialist starts from the task brief. Only active methods require their inputs.

For the primary method, when used

• The charter clause that sets the new conversion price, with its definitions of old shares, new shares and exempt issues
• The old conversion price for each protected series
• The new issue: number of shares, price per share and cash received
• Your cap table before the round, with options and the unissued pool
• The option pool target as a percent, before new money, from the term sheet
• The date of the cap table and the version of the charter

Helpful context (optional)

• The signed term sheet page that sets the pool target.
• A list of all securities, including warrants and convertible notes.

Tools and access

• A chat AI that reads long documents: Charters are long and the definitions matter. In plain chat, paste the exact clauses.
• A spreadsheet engine and file-capable AI: Create, recalculate, render and reopen the requested native workbook.
• Node.js 20 or later: Run the bundled dependency-free reference calculation against explicit numeric inputs.
• Claude, ChatGPT or Gemini: It does the arithmetic and shows each line, so you can check it against your cap table.
• A spreadsheet app and an AI that can make files: Builds, recalculates and reopens the workbook version of the calculation.
• Node.js 20 or later (optional): Runs the small calculator in the pack on your own share counts.

Functions and deliverables

• Down-round conversion and option-pool change checker: Share charter terms, new issuance details and reserve targets. Get conversion-price reset checks, option-pool changes and unresolved share-count effects.
  • The new conversion price and ratio for each protected series, with rounding noted
  • The extra pool shares needed to reach the target, never below zero
  • The new pool size and the new fully diluted total
  • A list of share classes that interact and were not supplied
  • A list of what is MISSING and which checks were missed
• Down-round conversion price checker: Share charter terms and a qualifying share issue. Check the weighted-average reset price and revised conversion ratio.
  • The revised conversion price and ratio for the protected series, or the old price if no reset applies.
  • An editable workbook of the antidilution reset, with its inputs, formulas and test cases to rerun.
  • A tie-out of the old and revised conversion price, the inputs still missing and the checks that ran.
• Employee option pool top-up calculator: Share share counts and the agreed pool target. Check extra reserved shares and dilution before new funding.
  • The number of reserve shares to add, never below zero
  • The new pool size and the new fully diluted total
  • A proof that the new pool equals the target percent of the new total
  • How much each existing holder's percentage falls, before any investor shares
  • A list of every input marked MISSING and every check that could not run
  • A workbook version of the same lines, if your AI can make files
• Convertible note price checker: Share the signed lower-of terms, cap price, round price, discount and balance. Get the lower price and shares issued.
  • Selected price, conversion shares and extra shares versus round pricing.
  • An editable workbook of the note conversion price, with its inputs, formulas and test cases to rerun (only if you ask for one).
  • A tie-out of the converting balance and the shares issued, the inputs still missing and the checks that ran.
• me.md builder: Answer a few questions, or let your AI use what it remembers. Get one private file that tells any AI who you are.
  • One me.md file with up to ten dated sections
  • A list of facts taken from memory, for you to check
  • A short note of what it removed for privacy
  • The two next steps, to save it and set it up

Tasks you can use it for

• You are raising a round below your last price, and earlier investors have anti-dilution rights.
• A term sheet asks for a bigger option pool before the new money comes in.
• A founder asks how much ownership a down round will cost.
• You need to check a conversion price that a lawyer or investor sent you.

Limits to check before starting

• You have no anti-dilution clause and only a pool request: use the Employee option pool top-up calculator.
• You only need the new conversion price: use the Down-round conversion price checker.
• You want a legal reading of the charter: ask the company's lawyer. This only does the arithmetic from your definitions.
• You need a full cap table after the round: bring every security to a cap table tool, since this covers two changes only.

Best way to use this role

Give it one clear outcome, the actual files and a definition of done. Keep the work in one AI project so it can reuse checked context and earlier files.

• Download the pack. It holds HANDOFF.md and two skill files, in the order they run: Weighted-average antidilution checker, then Option pool top-up checker. Add it to Claude, ChatGPT or Gemini, in a chat that accepts files.
• Attach the charter pages, the term sheet and your cap table. Say which series are protected and the date of the cap table.
• Ask your AI to follow the pack, save a file for each step and stop a step when an input is missing.
• After step 1, read each definition the AI used against the charter. A wrong definition gives a wrong price.
• After step 2, confirm the share count the term sheet means by fully diluted, then send both results to your lawyer. A spreadsheet tool is needed for the workbook. Without one, your AI gives the tables in chat.

Read it as data

Read the complete role setup as JSON. Connect your AI to the AI Blocks MCP library and read aiblocks://roles/review-a-down-round-rights-change for its role instructions and pinned sources.

This is a prepared AI role. No task has run. Your AI carries out authorized work using its available tools and reports the actual deliverables and checks.