A messy cap table has killed more Series A rounds than any product problem. Here's how to keep yours clean from day one.
Your cap table is the ownership map of the company. Investors read it in the first 5 minutes of diligence. A confusing cap table signals founder inexperience and often kills the deal — regardless of business quality.
Founders own >60% at seed. Option pool between 10-15%. Employee equity properly documented (grant letters, 83(b) filings, board approvals). No unresolved SAFEs sitting for years. No angel investors with unusual rights that pre-empt future rounds.
Giving away 5-10% to advisors/agencies early. Missing 83(b) elections (huge tax problem later). Vesting starting at grant date instead of hire date. Convertible notes and SAFEs stacking without conversion math being tracked.
Spreadsheets fall apart at 20+ shareholders. Carta, Pulley, and AngelList Stack all work. Cost is negligible compared to the cleanup cost of getting it wrong. Migration in year 3 from a spreadsheet is a common $10-30K legal bill.
Each priced round dilutes existing shareholders by the amount raised divided by post-money valuation, plus any option pool expansion (which usually comes out of pre-money — dilutes founders, not new investors). Model this before signing a term sheet.
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