Cap Table Cleanup + SAFE Conversions: What Happens at Your First Priced Round
Written by Aparna Devalla, CPA
Curated by Rubric Financial
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Why Cap Tables Get Messy Pre-Series A
- Pre-seed and seed companies typically raise on a mix of SAFEs (Y Combinator's standard instrument), convertible notes, and small direct equity grants to advisors.
- Layered over time: 5-15 SAFEs from different investors at different caps + discounts, plus advisor shares, plus founder grants with vesting in flux.
- By Series A, the cap table is a soup. Every SAFE converts simultaneously at the priced round, and the math + tax + operational implications need to be cleaned up beforehand.
- Cap table cleanup is what unlocks Series A diligence: buyers/investors want to see ONE clear picture of who owns what.
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Model stacked post-money SAFE conversion and the option pool shuffle.
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GlossarySAFE (Simple Agreement for Future Equity)
Convertible instrument commonly used for early-stage rounds.
Free toolCap Table Dilution Simulator
Model founder dilution across rounds with option pool top-ups.
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GlossaryCap Table
A record of all ownership interests in your company.
Getting ready to raise?
See the reporting investors expect before diligence starts, and what a clean data room looks like when you walk in.
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