Services — Structure

Structure

The equity layer governed precisely.

What This Layer Addresses

The Structure layer addresses the capital structure domain of the FFI Standard at Level 2 compliance. Most companies that have raised any form of external capital have a capital structure that has not been modeled with the precision that an institutional investor's due diligence will require. SAFEs have been issued but not modeled at both the cap-based and discount-based conversion price. Convertible notes carry accrued interest that has not been added to the principal in the cap table. Option grants have been made without a formal grant register or vesting schedule documentation. The most favoured nation clause in an early instrument has not been reviewed against the terms of subsequent instruments.

Structure closes each of these gaps systematically. The engagement produces a fully diluted cap table that reflects every instrument on issue, models each at the correct conversion mechanics, and carries a record date. It produces the option pool governance documentation that a Series A investor's legal counsel will review. It produces a waterfall analysis that tells the founding team exactly what they receive at each exit scenario before and after preference distributions.

Structure also produces a use of proceeds document for the approaching raise. The use of proceeds is not a marketing document. It is a financial commitment: a specific allocation of the incoming funds to defined operational categories, with the implied headcount and operational milestones that the allocation supports.

Who This Layer Typically Serves

Structure serves companies at Pre-Seed through Seed stage. The typical company has issued SAFEs or convertible notes and has not modeled them to the level of precision a priced round will require. The option pool has been established but the governance documentation is informal. The cap table records issued shares but does not reflect all outstanding instruments on a fully diluted basis. The approaching raise will expose each of these gaps during due diligence. Structure closes them before that process begins.

What the Engagement Delivers

A fully diluted cap table incorporating all issued shares, outstanding SAFEs, convertible notes (including accrued interest at the applicable rate), option grants, and the ungranted option pool reserve, carrying a record date and updated within five business days of any equity transaction
SAFE modeling at both the cap-based and discount-based conversion price for each instrument, with the lower of the two applied as the conversion price, and MFN obligations identified and reflected
Convertible note modeling including accrued interest calculated from each note's issue date at the applicable interest rate, with the total outstanding principal and interest used as the conversion amount
An option pool governance document recording the board resolution authorizing the pool, each grant made to date with the grant date, vesting commencement date, cliff, and vesting schedule, and the ungranted reserve as at the record date
A use of proceeds document allocating the funds from the approaching raise to specific operational categories, with the implied headcount, timeline, and milestone associated with each allocation
A waterfall analysis modeling the distribution of proceeds across a minimum of ten exit scenarios, reflecting the liquidation preference structure, participation rights, and anti-dilution adjustments applicable to each share class
A cap table management protocol documenting the process for updating the cap table within five business days of any equity transaction, including the document trail required for each update

Compliance Level Delivered

Structure brings the company to Level 2 compliance across the Capital Structure domain of the FFI Standard.

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. Oakworth 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.