Review and recovery
Resolve a refused round model or close
Understand why Cap Table refuses to price a modeled round, blocks a close, or rejects an allocation, and what to correct in the underlying records.
On this page
Read a model that will not price
Round modeling solves one price for the whole round. When no price satisfies the recorded terms, the model explains the conflict instead of showing a result that cannot be closed.
| Message | What to check |
|---|---|
| These SAFEs can’t all convert | Capped post-money SAFEs that together promise a percentage of the company no price can satisfy. Check each SAFE’s valuation cap and principal under Securities; a cap short by a few zeros is the usual cause. |
| These convertibles outweigh the pre-money | Converting at their discounts, the outstanding SAFEs and notes absorb nearly the whole pre-money valuation. Raise the pre-money, or check each instrument’s principal and discount. |
| No share price satisfies these terms | The pool top-up, converting instruments, and any anti-dilution adjustment would mint more new shares than the pre-money valuation can pay for. Raise the pre-money, lower the post-round pool target, or review the protection recorded on the preferred classes. |
| This investment buys no whole share | The price is valid but the investment rounds to zero shares. Lower the pre-money valuation, raise the investment, or record a stock split first. |
| Nothing on the cap table on that date | No shares, awards, or reserves were on the cap table on the model date, so there is nothing for a round to dilute. Move the model date to the first issuance or later. |
Each of these is a statement about the recorded terms on the model date, not a software failure. Correct the instrument or the assumption rather than working around the message.
Correct a refused right or election
Elections are checked against the right that produces them. The Participation rights and elections card names the allocation at fault, and the round cannot be closed until it is corrected.
- Some elections exceed entitlement or buy less than one whole share. An elected check is larger than the entitlement its basis produces on the model date, or too small to buy a whole share at the round price. Reduce or raise the check, or review the recorded basis and fraction.
- Elected checks exceed the fixed round: in fixed mode the elections must fit inside the investment entered. Reduce them, or choose the additional round-size convention if the term sheet adds them on top.
- The money left for other investors after the elected checks buys no whole share at the round price. The elections take so much of a fixed round that the remainder rounds to nothing. Raise the round, or lower the elected checks.
- Unknown or ineligible participation right: the right is outside its eligibility window on the model date, or does not name this financing ID.
- Original YC rights apply only after its conversion round: that right belongs to the financing after the one its SAFE converts in.
- YC post-money side-letter rights require a live post-money SAFE: the named instrument must still be outstanding and recorded as a post-money SAFE.
- Ambiguous MFN election: the selected election ID identifies a recorded election on more than one instrument. Correct the duplicate before selecting it. A scenario can also apply only one election per instrument.
- MFN election is not applicable on this date or financing: the instrument has already converted, the election is dated after the model date, its source is not later than the instrument itself, or it does not name this financing ID.
Resolve a model that will not close
A model can price correctly and still be ineligible to close on its date. The round summary states the reason under its title and the close action stays disabled.
| Reason shown | What it means |
|---|---|
| Already closed | The financing ID has already closed and its certificates carry it. Model the next round under a new financing ID. |
| Dated before a split | The model date precedes a recorded stock split, so the figures are in that day’s units. Move the model date on or after the split, or restore the table to before it. |
| Dated before an adjustment | The model date precedes a recorded anti-dilution adjustment, so a protected class reads a conversion price that was not yet in force. |
| Dated before a recorded round | An instrument this model would convert was already converted by a later recorded round. Move the model date on or after that round. |
| Refresh the scenario before closing | The cap table has changed since the scenario was saved. Review the figures and save the scenario again, which refreshes the fingerprint the close is held to. |
The close is held to its model throughout. If a confirmed check, a conversion, an anti-dilution allocation, the pool top-up, or the financing ID differs from what the model produces for the closing date, the store refuses the close and writes nothing.
Correct the allocation in the close sheet
The close sheet checks the allocation before it writes anything. Each refusal flags the field it concerns and moves focus there.
- Every investor row needs a name, and each must receive at least one whole share.
- A new investor whose name matches an existing holder is refused: pick that holder from the list instead of creating a second record.
- The allocation must equal the modeled investment. A pro-rata check confirmed in the model arrives as a locked row; change the election in Round modeling, not here.
- Choosing a different closing date prices the round again on that day. A date on which a right or election no longer applies, or a date before an instrument the round would convert was issued, is refused with the reason.
- A pool top-up needs an open destination plan that was adopted on or before the closing date and has not expired. Adopt or extend the plan under Share classes, or model the round with no top-up.
When the close is refused after the confirmation, nothing is written. Review the message, correct the record it names, and model the round again. See Close a funding round for the full workflow and Troubleshoot saves and recovery for interrupted saves.