Cap table & dilution
Cap table
Also called Capitalisation table
The register of who owns what proportion of a company — every share, option, warrant and convertible instrument, and what each of them becomes at an exit.
In plain English
A cap table is a spreadsheet, and its authority comes entirely from being correct. It lists every holder, the class and number of securities they hold, the price they paid, and — in any version worth reading — what happens to each line when the company is sold at a given price.
The simplest version has one tab and a dozen rows. A real one at Series B has outstanding SAFEs at four different caps, two classes of preferred with different preferences, an option pool that is part-issued and part-reserved, warrants from a venture debt facility, and a handful of advisory grants that somebody agreed by email in 2023. The gap between the simple version a founder shows you and the real version their lawyer maintains is where unpleasant surprises live.
Cap tables go wrong in predictable ways: promises made verbally and never documented, option grants approved by a board that never issued the paperwork, convertibles left off because they are not shares yet, and the founder who left with a handshake about what they would keep. Each of these has killed real financings at the diligence stage.
For the company, a clean cap table is a precondition for raising and for being acquired. Acquirers price uncertainty conservatively, and a disputed ownership claim discovered during a sale process is an expensive thing to resolve at speed.
What it means for your cheque
Ask for the cap table before you invest, on a fully diluted basis, including all outstanding convertibles and the unissued option pool. A founder who cannot produce one has told you something important about how the company is run. A founder who produces one instantly, with the convertibles modelled, has told you something equally important in the other direction.
What you are looking for is not primarily your own line. It is whether the founders still own enough to stay motivated through two more rounds, whether there is a dead-weight holder — a departed co-founder or an early consultant with a large unvested-forever stake — and whether the convertible stack is bigger than the founders seem to realise.
Do the arithmetic
A pre-seed cap table with convertibles modelled in
What a founder shows you, and what the same company looks like once the outstanding SAFEs convert at a $2m priced round on an $8m pre-money.
| As presented — two founders | 80% |
|---|---|
| As presented — option pool | 15% |
| As presented — friends and family | 5% |
| Not shown — $900k of SAFEs at caps between $4m and $7m | |
| After the round: founders | about 47% |
| After the round: SAFE holders | about 16% |
| After the round: new investors | 20% |
| After the round: pool and friends and family | about 17% |
The founders went from 80% to 47% in one round because $900k of convertibles was omitted from the picture. Nobody lied; the convertibles genuinely were not shares yet. Ask for the fully diluted view every time.
At the table
What to negotiate
- Ask for the fully diluted cap table including all convertibles, warrants and the unissued pool, as a spreadsheet rather than a slide.
- Ask specifically whether any equity has been promised but not documented — to advisers, early employees or departed founders.
- Check that every founder has a vesting schedule and that it is documented, not merely intended.
- Look at what the founders own after the round you are joining. Below roughly 50% at seed makes the next round harder for everyone including you.
- Ask who maintains the cap table. A lawyer or a dedicated platform is a materially better answer than a spreadsheet on a laptop.
Cap table: common questions
Am I entitled to see the cap table?
What is a red flag on an early-stage cap table?
How much should founders own after seed?
Keep reading