Cap table

A cap table is the register of who owns the company: every shareholder, every option holder,
every convertible note or SAFE still outstanding, and the terms attached to each. It sounds like a
spreadsheet detail, and for a young, simple company it often is one. For a company that has raised
several rounds, issued options over years, or gone through a founder departure, it becomes the
single document a buyer or investor needs to trust before anything else in the deal can proceed —
because it answers the most basic question a transaction has: who, exactly, needs to agree to
this, and how much does each of them get?

That is why a messy or contradictory cap table is one of the most common reasons a deal slows
down or stalls entirely. Missing signatures on old option grants, verbal promises never
documented, convertible instruments whose conversion terms were never reconciled — none of these
show up until someone tries to close a transaction against the cap table, at which point they all
show up at once.

A cap table tracks, at minimum, each holder's class of security (ordinary shares, preferred
shares of each series, options, warrants, convertible notes or SAFEs), the quantity held, the
price or conversion terms attached, and any vesting schedule still running against it. For
anything beyond the simplest company, it also needs to model fully diluted ownership — what
each holder's stake looks like if every option and convertible instrument converts — because that
is the number that actually matters in a sale or a new financing round, not the raw share count.

Two things make cap tables error-prone in practice. First, they are usually maintained by hand or
in general-purpose spreadsheets, updated inconsistently as rounds and grants happen over years, so
small inconsistencies accumulate quietly. Second, the terms attached to different rounds —
different liquidation preferences, different anti-dilution
protections, different board or veto rights — do not just sit alongside each other, they interact,
and getting the payout right in an actual sale means modelling all of them together, in the
correct order, not reading each row in isolation.

A cap table that "looks fine" is not the same as one that has been reconciled. Legal counsel
or a specialist will typically want to trace every row back to an actual signed document — a
share certificate, an option grant, a note agreement — before relying on it in a transaction.
Founders are frequently surprised by how much of their own cap table cannot immediately be traced
that way.

Modelling proceeds "before preferences" is a common and expensive mistake. In anything less
than a strong exit, liquidation preferences can absorb a
large share of the proceeds before ordinary shareholders, including founders, see anything.
Always model your own outcome after preferences are applied in the actual stack order, not
before.

Unresolved vesting cliffs and departed-founder equity are a recurring source of last-minute
disputes. If a former co-founder's shares were never properly vested, clawed back, or
documented, a buyer's counsel will find it, and it will need resolving before the deal can close —
far better to resolve it long before a buyer is in the room.

Convertible instruments (SAFEs, notes) do not disappear until they convert. Until conversion
actually happens on paper, under the terms of the instrument, an outstanding SAFE or note is a
real claim on the company's equity that a buyer needs to account for, whatever the founders
privately expect it to convert into.

GetDeal has no cap-table management feature — that is not something the product does, and it
is worth being direct about it. What the deal room does provide, on the investment track, is a
shared space where a round is actually negotiated and closed: both the founder and the investor
see the same fixed stages, from the initial terms through to Legal & Closing and Funding
Transfer, on a tracker neither side has to take the other's word for.

The Playbook explains those stages and which agreement gets signed at each one — useful context
before a round or a sale where the buyer's due diligence will inevitably reach into the cap table
itself, whatever tool a founder happens to maintain it in.