Should I share my full cap table with every investor?

No — the full cap table (with individual investor names and percentages) is shared during deep diligence, not in initial meetings. A summary (total equity outstanding, rough ownership breakdown) is appropriate earlier.

What's a 409A valuation?

A 409A is an independent valuation of your company's common stock, required by the IRS when you issue stock options. It determines the strike price of options. Typically done by a third-party firm; Carta and similar tools offer 409A services.

What happens to the option pool at each round?

Investors typically require the option pool to be refreshed or topped up before their investment closes — and they usually want the dilution from the option pool to come from existing shareholders, not from the new money. This is part of why option pool size is a negotiating point in term sheets. PitchProtocol captures your cap table summary — total funding raised, existing investors, outstanding SAFEs and notes — so funds can evaluate your structure before requesting the full document. Apply to the First 100 Founders Cohort →

What Is a Cap Table — And Why Every VC Will Ask to See Yours

The cap table — short for capitalization table — is the document that shows who owns what percentage of your company. Every investor will ask for it. A messy cap table can slow or kill a deal. A clean one signals operational competence.

What a Cap Table Shows

A cap table lists every shareholder in the company and their ownership stake, on both a "fully diluted" and a current basis:

Current (undiluted): Who owns shares right now

Fully diluted: Who owns shares assuming all options, warrants, convertible notes, and SAFEs convert to equity

VCs almost exclusively evaluate ownership on a fully diluted basis, because that's the reality of what everyone will own after the next round closes.

Typical Cap Table at Each Stage

At founding (2-person team, no outside investment):

Founder 1: 50%
Founder 2: 50%
Option pool: 0%

After pre-seed ($1M SAFE at $8M post-money cap):

Founder 1: ~46%
Founder 2: ~46%
SAFE investors: ~12.5% (when converted)
Option pool: emerging

After seed round ($3M priced round at $15M pre-money):

Founders: ~55–60% combined
Seed investors: ~15–20%
Option pool: 10–15%
Pre-seed SAFE investors: ~8–10%

After Series A ($10M at $40M pre-money):

Founders: ~40–50% combined
Series A investors: ~20%
Seed investors: ~10–15%
Option pool: 10–15%
Pre-seed investors: ~5–7%

This is approximate. The actual numbers depend heavily on valuation, option pool size, and whether you've raised bridge rounds.

Why VCs Care About Cap Tables

Founder ownership. VCs want founders to have enough equity to stay motivated for the long journey. If founders are below 15–20% combined at Series A, it's a yellow flag — not necessarily a deal-killer, but something investors will probe.

Option pool. Is there enough equity reserved for future hiring? Most investors require a refreshed option pool at each round. They also want to understand who has options and whether the vesting schedule is standard (4 years with a 1-year cliff).

Overhang. A cap table with too many small investors from early rounds (20+ angels at $25K each) creates overhead: more people to coordinate for future financing decisions, more information rights to manage, more complexity.

Clean conversion math. If you have SAFEs at multiple caps and convertible notes with different discount rates, the conversion into a priced round can be complex. Investors will model it before signing a term sheet.

No hidden issues. Expired options that haven't been cleaned up, co-founder equity that vested without repurchase rights, IP assignments that weren't completed — these are legal issues that surface in cap table review.

Cap Table Best Practices

Use Carta or a similar cap table management tool. Don't manage your cap table in a spreadsheet. Carta (or Pulley, Shareworks) keeps it accurate, tracks vesting, and generates 409A valuations.

Standard 4-year vesting with 1-year cliff for all founders. If a co-founder leaves in year 1 with fully vested shares, it's a serious problem for future fundraising. Vesting protects everyone.

Include cliff and acceleration provisions. Standard: 25% vests at the 1-year cliff, then monthly after. Double-trigger acceleration (vests on acquisition AND involuntary termination) is standard for founders at Series A.

Keep the option pool reasonable. Over-allocating options dilutes everyone unnecessarily. Under-allocating creates problems when you need to hire. Size it to your 18-month hiring plan.

Avoid issuing shares to advisors without vesting. Advisors who receive unvested shares have no incentive to help. Standard advisor grant: 0.1–0.5% with a 2-year vesting schedule.

A Cleaner Path to Investor Review

PitchProtocol's structured application captures your cap table summary — total funding raised, existing investors, outstanding SAFEs/notes — so investors can evaluate your structure before requesting the full document. Apply to the First 100 Founders Cohort →