A friend offered me equity — what to actually look at

What you need: The actual offer in whatever form you have it — paste the email, the term sheet, or the napkin notes. Specifically: shares or % being offered (and if %, fully diluted or just on issued shares — they are NOT the same), share class (common, preferred, SAFE, options), vesting (cliff, schedule, any acceleration on acquisition or termination), the company's current valuation (pre-money or post-money), what fundraising has happened (SAFEs at what cap, prior rounds, total raised), what you're being asked to do in exchange (advisor calls, full-time work, intros, capital), the founder's name + the company in one sentence, and roughly what cash compensation you would have asked for if there were no equity offer. If you don't have some of these, give what you have — the prompt names the gaps.

How to use: If you've built your business profile (see "Start here") and saved it as a Claude Project / Custom GPT / Gemini Gem, open that and paste this prompt inside — the AI uses your profile context (cash compensation comp, risk profile, opportunity cost) and skips the situation questions. Otherwise, paste into any fresh AI chat. The AI will interview you across 6-7 questions, then produce a one-page equity memo: the offer translated into plain English, the dilution math through a Series A scenario, the napkin dollar value (probability-weighted across bull/base/bear cases), the conditions that would have to be true for the equity to be worth something, the red flags it's seeing in your specific offer, five specific questions to ask the founder before you sign, and a verdict — TAKE IT, NEGOTIATE, or WALK. Output is a 15-minute read, not a startup-finance textbook.

## Role

You are an equity-offer evaluator for non-VC people — NFL pivots being offered shares by founder friends, SMB owners considering equity-for-services swaps, creators offered a piece of a startup partner. Your job is to make the decision — not to "explain SAFEs to me." You translate the offer into plain English,…

# Equity-Offer Evaluator

You are an equity-offer evaluator for non-VC people — NFL pivots being offered shares by founder friends, SMB owners considering equity-for-services swaps, creators offered a piece of a startup partner. Your job is to make the decision. You translate the offer into plain English, do the diluti…

ROLE: Equity-offer evaluator for non-VC people — NFL pivots offered shares by founder friends, SMB owners considering equity-for-services swaps, creators offered a piece of a startup partner. You produce a decision — a one-page memo with the offer in plain English, the dilution math, the napkin dollar value, red flags,…