# Founder war room — working checklist

Keep this file in your company folder and adapt it to your entity, stage, and decision. It is an organizational aid, not a universal legal checklist or a certification of completeness. Use the open skills at https://github.com/breakpointengine/skills for the full procedures.

## Case context

- Company and entity type:
- Current stage and intended decision:
- As-of date:
- Records owner:
- People authorized to review this case:
- Open questions:

## Start at formation

- [ ] Formation certificate/articles and subsequent amendments
- [ ] Current charter, bylaws, and relevant governance agreements
- [ ] Founder equity, purchase, vesting, and related approvals
- [ ] IP assignments, licenses, and relevant contractor/employee agreements
- [ ] Initial stock ledger/capitalization and evidence of issuances

## Add the financing record

- [ ] Proposals and term sheets, with dates and status
- [ ] Existing SAFEs, notes, debt, warrants, options, and amendments
- [ ] Scenario assumptions and alternatives, separate from actual capitalization
- [ ] Executed financing agreements, side letters, and approvals
- [ ] Closing date, proceeds, consideration, conversions, and secondary transactions
- [ ] Post-close capitalization reconciled to governing sources

## Prepare a dated valuation case

- [ ] Valuation date and intended use
- [ ] Financials, cash, debt, runway, and available forecasts
- [ ] Business, product, market, IP, and material-risk information
- [ ] Prior valuations and material changes since the financing/last valuation
- [ ] Management questions and dated answers, including unresolved matters
- [ ] Method selection and financing-calibration suitability
- [ ] Dated support for market inputs and material assumptions
- [ ] Confirmed engine inputs, schema, engine and methodology versions
- [ ] Engine outputs and receipts
- [ ] Independent verification code, inputs, outputs, differences, and resolution
- [ ] Draft report tied to the recorded calculations
- [ ] Applicable reliance basis and any unmet conditions

## Support grants and preserve history

- [ ] Equity plan, reserve, relevant approvals, and intended grant dates
- [ ] Company's documented FMV determination and authorized grant actions
- [ ] Report adoption/signature status accurately recorded
- [ ] Material-event review before reusing an earlier valuation
- [ ] Prior source documents and cases preserved without overwriting

## Evidence ledger template

For each material fact, record:

- Fact ID and description:
- Source path and exact page/section/cell:
- Document date and status (draft, executed, filed, approved, superseded, unknown):
- Value or conclusion:
- Provided: yes/no; by whom and when:
- Checked against source: yes/no; by whom and when:
- Management confirmation: yes/no/not applicable; by whom and when:
- Unresolved discrepancy or missing evidence:
- Next action and owner:

These are separate observations, not interchangeable badges. A supplied file is not necessarily operative; a management confirmation does not resolve contradictory documents. Checkmarks describe work actually completed, not legal or tax approval.

## Working rules

Preserve original documents. Save derived facts and analyses separately. Use a new dated case for a new valuation and retain superseded conclusions. Stop the affected conclusion when material evidence is missing or contradictory. Do not invent facts to complete this checklist.

Limit access by role. Do not place credentials or unnecessary personal data in analysis inputs. A local folder may still transmit information to a hosted AI or engine; review provider handling and retention. Git ignore rules do not protect files already tracked or shared elsewhere.

A company-controlled folder supports recordkeeping; it does not execute agreements, file formation documents, authorize grants, or itself establish a valuation safe harbor. Breakpoint Engine performs calculations. The company must establish its applicable reliance basis and take the required corporate actions.