Toolkit · Formation kit

Formation-Timeline Diagnostic

Companion kit to The Equity Debate Took Three Years. The Formation Clock Has Not Moved. · Markdown source

These kits are designed to help your thinking and focus. LLM outputs vary depending on the model, the inputs, and the context. Treat every output as a draft for your own review, not a finished deliverable.

What this kit is for

The piece this kit accompanies makes a specific argument: the Hickson Review's own data — an average of 11 months from investor interest to company formation, reported in the 2023 Hicks-Russell Review of university spinout equity — shows that the formation calendar is the binding constraint the equity debate was hiding. Academic founders have almost no lever over the TTO timeline. But they are not without agency. The pre-formation window is not dead time.

This kit gives you three tools, each from a different vantage point:

  • Prompt 1 locates you on the formation clock — where you are, what's running, what's stalled, and how the gap between clock-time consumed and your seed-to-Series A window looks from the outside.
  • Prompt 2 identifies which of the six operating workflows can be built before your company number arrives — so the clock works for you, not just against you.
  • Prompt 3 produces a named formation-friction log: the specific steps in your TTO process, their expected duration, and — critically — which ones yield to founder pressure and which do not.

The kit does not offer to compress your TTO's timeline. It offers to reclaim the time inside it.

This kit is for academic founders in roughly the first 18 months post-licence. If you are a TTO officer, venture builder, or investor looking for the operational-readiness read across a portfolio, the main toolkit carries your chair.

A word on what these prompts will and will not ask for. None of them will ask for your cash position, your runway in months, named funding instruments and amounts, patent numbers or families, your cap table, contractor clauses, or the location of any file or document. The read does not depend on any of those things, and the prompts say so to you directly.

How to use this kit

Run Prompt 1 first — it establishes where you are on the clock and what the gap looks like. Run Prompt 2 second, even if formation feels imminent; the pre-formation window closes suddenly and the workflows take longer to start than to finish. Run Prompt 3 last, or as a standalone if your formation process is already your primary bottleneck. Do not run all three in one sitting. The friction log in Prompt 3 is most useful after you have sat with Prompt 1's gap assessment for a day, because what feels urgent and what is actually blocking you are often different things.

Prompt 1: Formation-clock locator

Most academic founders I speak to know formation is slow. What they have not done is put a number on it — how much of the investor-interest window has elapsed, how far through formation they actually are, and what the gap between those two lines looks like to an investor watching from the outside. The Hickson Review's 11-month average is not a reason to panic; it is a planning number. This prompt makes it yours.

Prompt, copy into Claude, ChatGPT, or Codex CLI

You are a formation-process tracker — someone who has watched enough UK
academic spinouts move from licence to investable company to know where the
clock is usually running, where it usually stalls, and what the gap between
"investor interest" and "company formed" looks like to the investor who is
waiting. You are on the founder's side. You explain why each question
matters, and you take a rough answer.

Here is the reframe before you ask me anything: the Hickson Review's data
shows an average of 11 months from investor interest to company formation
across UK university spinouts. That is not a complaint about TTOs — it is a
planning number. The question is not whether the clock is running. It is
where you are on it, and what the gap between clock-time consumed and the
investor's patience window looks like right now.

I am a UK academic founder, roughly the first 18 months post-licence, at
some point in the formation process.

What you'll give me: a named clock-position — how far through the 11-month
arc I am, what is running and what has stalled, and a one-paragraph read of
how the gap between formation progress and investor timeline looks from the
outside.

What you'll ask: a few things about my formation stage and the investor
side. Rough answers are fine — you do not need exact dates, cash position,
or named funding instruments, and you will not ask for them.

Ask me these, two at a time, each with one line on why it matters:

1. When did your TTO first receive a formal request to start formation —
   roughly how many months ago? (Why: that is the clock-start for most
   formation processes; knowing it anchors the arc.)
2. Where is formation right now — not yet started, paperwork submitted and
   waiting, actively in progress with a named completion date, or completed?
   (Why: these are the real stage-gates, and the gap between submission and
   response is often the longest one.)
3. Has an investor expressed concrete interest — a follow-up email, a call,
   a request for the cap table — yes or no, and roughly how long ago?
   (Why: investor patience windows are not infinite; knowing when interest
   was expressed tells me how much of the window has run.)
4. Is there a named person at the TTO who owns the formation process for
   your company — someone you have a direct line to — or is it routed
   through a general enquiries process? (Why: a named contact is the
   single biggest predictor of formation speed within a TTO.)

When you have my answers, give me:

## Where you are on the clock

A short named position — early arc (first three months), mid-arc (three
to seven months), or late arc (seven months or more) — with one sentence
saying what that position means for the investor conversation.

## What is running and what has stalled

A brief two-column summary:

| Formation step | Status — running / waiting / not yet reached |

Name only the steps I have told you about. Do not invent stages I did not
describe.

## The gap — what an investor sees

One paragraph. Not a generic risk statement — a specific read, in plain
terms, of what the gap between my formation position and the investor
interest I described looks like from outside. Name the tension if there is
one; name the advantage if the timing is working in my favour.

A few rules for you: do not invent formation steps I did not describe; do
not assume I know the full TTO process in advance of me telling you; do
not claim to know the investor's position — you can only read the gap I
described; no legal advice on my licence or formation documents; and flag,
do not bury, anything you are uncertain about so I can check it.

This is a first read, not a legal or financial assessment — I will check
every call against what I actually told you before acting on it. Self-check
before you answer: the clock-position is named and tied to something I told
you, the gap paragraph says something specific rather than something
generic, and nothing appears in the formation-step table that I did not
describe.

Begin with one line on what this will do, then ask me the first two
questions.

The output is a clock-position and a gap read, not a formation plan. Read the investor-gap paragraph against your own knowledge of the investor's situation — the prompt can only work with what you told it. If the clock-position lands in the late arc and investor interest is recent, the gap paragraph should say something specific about that tension; if it does not, ask the agent to be more direct about what it means in your case. The eval check: the clock-position must be named (early / mid / late arc) and tied to something you told the agent — not inferred from a general pattern.

Prompt 2: Pre-formation substrate planner

The formation clock runs whether you are building anything or not. The question is what you can build before the company number arrives. Most founders I speak to treat the pre-formation window as lost time — waiting on the TTO, not doing the operator work because "we don't have a company yet." That is a misread. Five of the six workflows that will determine whether your seed round converts to a Series A do not require a legal entity to start.

Prompt, copy into Claude, ChatGPT, or Codex CLI

You are a pre-formation substrate planner — someone who has helped early
spinout teams figure out which of the operating workflows that matter to
investors can be built before the company exists on paper. You know the
difference between work that genuinely requires a company number and work
that is being deferred because formation feels like the precondition for
everything. You are on the founder's side. You explain why each question
matters, and you take a rough answer.

Here is the reframe before you ask me anything: the six operating workflows
that investors read at seed — board pack, customer-discovery synthesis,
financial model, IP register, hiring pipeline, investor materials — do not
all require a company number to start. Some do. Most do not. The
pre-formation window is not dead time; it is the window to build the
substrate that a formed company would need on week one.

I am a UK academic founder, pre-incorporation, with a TTO formation process
underway.

What you'll give me: a named list of which workflows I can start now, which
genuinely require a company number, and — for each pre-buildable one — the
one concrete thing I can do in the next two weeks to start it.

What you'll ask: a rough sense of where I am on each of the six workflows
today. Plain answers are fine. You do not need to know my financial
position, patent numbers, or where my files live, and you will not ask
for them.

Ask me about these, two at a time, each with one line on why it matters:

1. Board pack: do I have a rough template for what goes in it, or is it
   still a blank page? (Why: the structure can be designed before the legal
   entity exists; only the filing obligation comes after.)
2. Customer-discovery synthesis: is there a running record of what I have
   learned from conversations in the last three months, or is the most
   recent synthesis the ICURe or grant write-up? (Why: synthesis does not
   require a company; it requires a note-taking habit and a review rhythm.)
3. Financial model: is there a working model I can show under pressure —
   flexible enough to flex on a changed raise size — or is it a one-time
   artefact built for a grant application? (Why: a model that flexes is
   built; a model that back-solves can be started before incorporation.)
4. IP register: is there a current list of what exists — the licence, the
   assignment, any new disclosures or contractor work since then — in one
   place, or has it drifted since the licence schedule? (Why: an IP register
   is a document, not a company filing; it can start now and become the
   diligence artefact later.)
5. Hiring pipeline: if the first post-incorporation hire came up this week,
   could I describe the role and a credible pay band in a day, or would it
   take weeks to write down? (Why: the pipeline is a description and a
   network; neither requires a company number.)
6. Investor materials: is there a current deck and a one-page company
   summary I could share under an NDA today, or is it still being held back
   until formation is complete? (Why: investor materials can circulate under
   NDA before incorporation; waiting until after is a habit, not a legal
   requirement in most cases.)

When you have a rough sense of where I am on each, give me:

## What you can build now (no company number required)

A short table, one row per pre-buildable workflow:

| Workflow | Where I am | Why it does not need a company number | One thing to do in the next two weeks |

Only include workflows where I told you something that suggests there is
work to do.

## What genuinely waits for a company number

A short list — no more than two or three items — of what actually requires
incorporation, and one sentence on why for each.

## The pre-formation window — the one to start first

One sentence naming which pre-buildable workflow to start this week, and
why it is the one that moves the investor conversation most.

A few rules for you: do not invent a legal position on what requires
incorporation — I will check any claim against my own formation documents;
do not recommend specific legal or accounting vendors; do not assume I have
more time or more resource than a one-to-two person team; and do not suggest
that any of these workflows replace the company formation itself.

This is a planning prompt, not a legal or formation opinion. I will check
every "no company number required" claim against my own formation documents
and any professional advice I already have. Self-check before you answer:
every row in the pre-buildable table has a reason that does not require a
company number, and no specific legal claim appears without a prompt to
verify it.

Begin with one line on what this will do, then ask me about the first two
workflows.

The output is a pre-formation work plan, not a legal opinion on incorporation requirements. The "why it does not need a company number" column is the one to scrutinise — the agent is working from general principles, not your specific formation documents or any professional advice you have received. Verify any claim there that matters before acting on it. The eval check: every row in the pre-buildable table must name a reason that is genuinely independent of the company number, not a reason that is just "you can draft it now and file it later."

Prompt 3: Formation-friction log

Most founders I speak to know formation is slow. Fewer can say which step is causing the current delay, who owns it, and whether any founder action would change the timeline. Without a named log, the formation period is experienced as a single undifferentiated wait. With one, it becomes a set of discrete steps — some stalled, some running, some yielding to founder pressure, some not. This prompt builds that log.

Prompt, copy into Claude, ChatGPT, or Codex CLI

You are a formation-friction cartographer — someone who has mapped the
specific steps in enough UK university TTO formation processes to know where
the time goes, which steps are within founder control, and which are
genuinely outside it. You are on the founder's side. You explain why each
question matters, and you take a rough answer. You do not offer to fix the
TTO's timeline — you offer to name it.

Here is the reframe before you ask me anything: the formation process is
not a single wait. It is a sequence of discrete steps — licence in place,
IP assignment, formation paperwork submitted, TTO approval, legal drafting,
Companies House filing, bank account, HMRC. Some of those steps are done.
Some are running. Some are stalled. And for each stalled step, there is a
real answer to whether founder action changes the timeline or not. Naming
the log is not the same as fixing it — but a named log is the first thing
that turns a wait into a plan.

I am a UK academic founder, post-licence, with a formation process
underway.

What you'll give me: a named formation-friction log — the steps I have told
you about, their current status, and for each step a verdict on whether
founder action can accelerate it or not.

What you'll ask: a rough account of where each major formation step stands.
Plain answers are fine. You do not need to know my patent numbers, my cap
table, my cash position, or the text of any document, and you will not ask
for them.

Ask me about these, two at a time, each with one line on why it matters:

1. Licence in place: signed, or still in negotiation? (Why: the licence is
   the formal start of the clock for most TTO formation processes.)
2. IP assignment from founders and named contributors: completed, partially
   done, or not yet started? (Why: missing assignments surface at diligence
   and can reopen formation conversations months later.)
3. Formation paperwork submitted to the TTO: submitted — and if so, roughly
   how long ago — or not yet? (Why: the gap between submission and TTO
   response is often the longest and least transparent step.)
4. Is there a named completion date from the TTO for the formation approval,
   or is it open-ended? (Why: an open-ended wait is the step most likely to
   yield to a founder asking for a named date.)
5. Legal drafting — shareholder agreement, articles, founders' agreements:
   started, with whom, or not yet in scope? (Why: legal drafting can often
   run in parallel with TTO approval; waiting for approval before instructing
   lawyers is a common source of lost time.)
6. Companies House filing, bank account opening, HMRC registration: any of
   these completed, or all waiting on the company number? (Why: these are
   the three steps that genuinely cannot run without incorporation — knowing
   which are reached helps calibrate the total remaining time.)

When you have a rough picture of where each step stands, give me:

## Formation-friction log

A named table of every step I described:

| Step | Status — done / running / waiting / not yet reached | Founder can accelerate? — yes / no / partial | If yes or partial: the one action |

"Founder can accelerate" is a verdict, not a general encouragement. "Partial"
means there is one specific action available but it is unlikely to move the
whole step, only reduce uncertainty. "The one action" for partial steps names
the action concretely — a named escalation contact, a request for a written
timeline, a specific question to ask.

## The step most worth founder attention this week

One sentence naming the single step where a founder action is most likely
to change the outcome, and what that action is. If there is no such step
— if the current blocking step is genuinely outside founder control — say
so directly.

## What is genuinely outside your control

One or two plain sentences on the steps that will not move faster because
of anything the founder does — and why. This is not a consolation; it is
the information that lets the founder stop spending attention on the wrong
things.

A few rules for you: do not invent formation steps I did not describe;
do not claim to know the TTO's internal process in detail — name what is
probable but flag it; no legal advice on any document; do not suggest
founder actions that would require legal standing the company does not
yet have; and do not imply that any formation step can be skipped.

This is a friction log, not a formation plan — the TTO's process is their
process, and the log names what I told you, not a complete picture.
I will verify every "founder can accelerate" verdict against what I actually
know about my TTO relationship before acting on it. Self-check before you
answer: every step I described appears in the table, every "yes" or
"partial" verdict names a specific action, and the "outside your control"
section does not hedge — it names the step and says why.

Begin with one line on what this will do, then ask me about the first two
steps.

The output is a log, not a plan of action the agent has approved. Read the "founder can accelerate" verdicts carefully: the agent is applying general patterns from UK TTO formation processes, not inside knowledge of your specific TTO. A verdict of "yes — request a written timeline" may be accurate for most TTOs and wrong for yours if the relationship is fragile. The eval check: every step you described must appear in the log table, and every "yes" or "partial" verdict must name a specific action — not a general principle. A row that says "yes — follow up with the TTO" has failed the check; a row that says "yes — email the named formation contact requesting a written date for TTO approval" has passed it.

What to do once you have run the kit

Three moves make this useful rather than diagnostic for its own sake.

Take the clock-position from Prompt 1 and put a date on it. If you are in the mid-arc of an 11-month average and investor interest was expressed four months ago, name the specific window closing date — not as a deadline the TTO recognises, but as the date by which you need the company number to keep the investor conversation alive. Share that date with the TTO contact Prompt 3 identified.

Take the pre-formation work plan from Prompt 2 and start the single workflow it names first. Do not wait until the company is formed to begin building the artefacts the company will need. The investor who has been waiting four months for your company to form is watching what you produce in the meantime — the board-pack structure, the IP register, the updated deck — as a second signal on execution.

Use the friction log from Prompt 3 as a standing document, not a one-time read. Update it when a step moves. The log is most useful when it goes stale — a step that was "running" three weeks ago and is now "waiting" is information. It is the evidence base for a conversation with the TTO that is specific rather than general.

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