Cap tables: who owns what, and why it must be exact.
A cap table lists every share, option and promise of shares in your company. Investors read it closely, because it decides what their check actually buys.
The short answer
Keep one cap table that matches your signed documents exactly. Show it fully diluted: issued shares, the whole option pool, and SAFEs or notes modeled as they would convert. Investors will rebuild it in diligence, so errors cost you time and trust.
Example: a company after a seed round, fully diluted
70% founders keep in this example
Illustrative arithmetic only, not a norm. Use the calculator for your own numbers.
- Founders 70%: 70%
- Seed investors 20%: 20%
- Option pool 10%: 10%
What goes on a cap table
Every class of stock and who holds it. Every option granted, and the options still unissued in the pool. Every warrant. Every SAFE and convertible note, with its cap, discount and amount. Each line should trace back to a signed document.
Fully diluted ownership
Fully diluted means counting everything that could become a share: issued stock, all options including the unissued pool, and converting SAFEs and notes. Investors price rounds on this basis. A founder who quotes ownership on issued shares alone overstates their stake.
Common errors
- Is every SAFE and note on the table, with its cap and discount?
- Do option grants match board approvals?
- Were founder shares issued with signed purchase agreements?
- Is vesting recorded for founders and employees?
Terms to know
Fully diluted
Ownership counted as if every option, warrant, SAFE and note had become shares.
Option pool
Shares set aside for future employee grants.
Vesting
Earning shares over time, so leavers do not keep all of them.
Does your ask make sense against your cap table?
Investors check how much of the company your round sells and what founders keep. Upload your deck and we test whether your raise adds up.
Questions founders ask
Can I keep the cap table in a spreadsheet?
Early on, yes, if it is accurate and tied to signed documents. Many companies move to dedicated software once they have several investors and option holders.
Do SAFE holders appear before they convert?
They should appear in your fully diluted model, shown as they would convert. They are not stockholders until the SAFE converts.
Sources
Sources: common US Delaware C-corp practice. Not legal or tax advice.
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