Services · Layer 02

Structure — Cap Table & Equity Structure Advisory

We model every instrument on your cap table. SAFEs, convertible notes, options, and waterfall analysis — built precisely, integrated with your financial model, and ready for legal review.

Common Deficiencies at This Stage

  • SAFEs not modeled at both cap‑based and discount‑based conversion prices
  • MFN obligations in early instruments not reviewed against subsequent instrument terms
  • Convertible note accrued interest excluded from the conversion amount
  • Option grants made without a formal grant register or vesting schedule documentation
  • Cap table does not reflect all outstanding instruments on a fully diluted basis

What the Engagement Delivers

  • Fully diluted cap table incorporating all instruments: issued shares, SAFEs, convertible notes with accrued interest, option grants, and ungranted pool reserve
  • SAFE modeling at both cap‑based and discount‑based conversion prices, with MFN obligations identified and the lower conversion price applied
  • Convertible note modeling with accrued interest calculated from each note's issue date at the applicable rate
  • Option pool governance document: board resolution, individual grant register, vesting commencement dates, cliff and schedule for each grant, and ungranted reserve
  • Use of proceeds document allocating raise proceeds to specific operational categories, with associated milestones and timeline
  • Waterfall analysis across a minimum of ten exit scenarios, reflecting liquidation preferences, participation rights, and anti‑dilution adjustments by share class
  • Cap table management protocol documenting update procedures and document trail requirements for each transaction type

Compliance Level Delivered

Level 1
Foundation layer prerequisite: three‑statement model, cash management framework, and issued share register at Level 1 compliance. Required before the Structure layer engagement begins.
Level 2
Capital Structure at Level 2: fully diluted cap table, SAFE and convertible note modeling, MFN analysis, option pool governance, waterfall analysis, and use of proceeds. This is what the Structure layer delivers.
Level 3
Achieved through the Strategy layer engagement. Level 3 covers advanced valuation, exit readiness, and board‑level financial governance at institutional standard.

Selected Outcome

Structure Layer · Consumer and eCommerce · Pre Seed Stage

The company had raised a seed round through five SAFE notes, three of which had been issued under different valuation caps. Two notes contained most favoured nation clauses that had not been reviewed against the most recently issued instrument. The option pool had been established by board resolution but no grants had been formally documented and the grant register did not exist. We rebuilt the fully diluted cap table, modeled the MFN obligations against each subsequent SAFE at both the cap‑based and discount‑based conversion price, and produced a formal grant register for all existing option holders with the correct vesting schedules documented. The revised cap table was used without amendment in the company's subsequent priced Seed round.

Our approach to cap table advisory is part of a wider financial modeling methodology that we refer to as financial infrastructure. For deeper guidance, see our cap table for startups guide and the investor‑ready model checklist. We also cover option pool modeling and financial model for fundraising.

Related Sectors

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