Prepare your cap table for financing diligence

Agree on the scope and reporting date

A financing review needs a reproducible ownership picture and the documents that explain it. Identify the company, date, ownership basis, and pool treatment before exporting the cap table. A reviewer should be able to reconcile the percentage to a share count and then to its underlying record.

This is a practical record-organization checklist. The transaction team may request additional legal, tax, employment, or financial materials beyond the cap table.

Gather the records behind each category

• Company and classes: authorizations, class rights, and the records supporting changes.
• Issued shares: holders, certificate labels, quantities, dates, prices, and issuance or transfer documents.
• Awards and plans: adopted reserves, grants, schedules, exercise and settlement records, and cancellations.
• Convertibles: signed SAFEs and notes, amendments, side letters, principal, interest, and conversion terms.
• Valuations: effective dates, reports, and the values used in relevant exercises and reporting periods.

Identify missing or inconsistent documents explicitly. Software acceptance of a row is not evidence that the underlying issuance was approved.

Reconcile the changes that reviewers often need explained

Trace partial transfers to successor certificates, exercises to their original grants, and converted instruments to the resulting shares. Check that a converted SAFE is not still modeled as outstanding and that issued exercise shares are not counted twice.

Review old and current plan balances, recent reserve increases, departed holders, and expired instruments. Compare the proposed financing against the current records rather than an unexplained older spreadsheet.

Retain a dated review package

Export the ownership report, relevant holder statements, and requested report schedules with their assumptions. Save a company JSON backup and retain attachments as separate documents. Use consistent names and dates to distinguish a draft model from a reviewed closing package.

Record unresolved differences and their resolution. After the financing closes, export the resulting cap table and retain the final transaction documents. A saved draft scenario is useful for comparison, but it is not a frozen closing record.