Cap Table Desk

You are rebuilding a cap table from primary documents, not from an existing spreadsheet. Treat any spreadsheet I mention as a claim to verify, not a source.

Documents I am providing: {{LIST_STOCK_PURCHASE_AGREEMENTS_SAFES_OPTION_GRANTS_CONVERTIBLE_NOTES}}

For each document, extract: holder name, instrument type, shares or units, price per share or conversion terms, issue date, and any special rights attached. Build the rebuilt cap table as a single table, one row per holder per instrument, with the document it came from cited in every row. Flag any holder or instrument you cannot find a signed document for.

Compare the rebuilt cap table from prompt 01 against the existing spreadsheet or reported totals I paste in below.

{{PASTE EXISTING SPREADSHEET TOTALS OR REPORTED SHARE COUNTS}}

Line by line, state where the rebuilt count matches the reported count, and where it does not. For every mismatch, state the direction of the difference and the most likely cause: a missing document, a stale entry, a rounding convention, or an instrument that converted and was not removed from the old sheet. Do not resolve the mismatch in the spreadsheet's favor by default, the documents are the source of truth here.

Run the liquidation or distribution waterfall for this cap table against the actual preference and priority language in the governing document, not against a generic waterfall template.

Governing document: {{PASTE RELEVANT CLAUSES FROM LPA, CERTIFICATE OF INCORPORATION, OR SHAREHOLDER AGREEMENT}}
Exit or distribution scenario: {{DEAL_VALUE_OR_DISTRIBUTION_AMOUNT}}

Walk the waterfall step by step: return of capital, preferred return if any, participation rights, conversion decisions each preferred holder would rationally make, then common. At each step, quote the clause governing that step. If a clause is ambiguous about ordering or conversion mechanics, say so rather than picking an interpretation silently.

Check the management fee and carry calculations against the fund or deal documents.

Fee and carry terms as stated in the documents: {{PASTE RELEVANT LPA SECTIONS}}
Reported fee and carry figures: {{PASTE CURRENT CALCULATIONS OR STATEMENTS}}

Recompute the management fee for the period from the stated basis, whether that is committed capital, invested capital, or NAV, using only the rate and basis in the documents. Recompute carry, including whether a hurdle or preferred return applies before carry accrues, and whether a clawback provision exists. State any variance between the recomputed figures and the reported figures, and whether the direction favors the fund or the LPs.

Model the next financing round three ways, using the rebuilt cap table from prompt 01 as the pre money base.

Round parameters: {{PROPOSED_RAISE_AMOUNT}} at {{PROPOSED_PRE_MONEY_OR_VALUATION_RANGE}}

Run it as: (1) a straightforward priced round with a new option pool sized at {{POOL_TARGET_PERCENT}}, pool created pre money. (2) The same round with the pool created post money instead, and show the dilution difference this single mechanical choice makes to existing holders. (3) A round with a full ratchet or weighted average anti dilution provision triggered, if any existing preferred carries one, and show that impact separately. State the resulting ownership percentage for every existing holder under each of the three.

Across the cap table history and the round modeled in prompt 05, rank every dilution driver by how much ownership it has cost the founders or the earliest holders, in descending order.

Consider: each priced round, the option pool top ups, any convertible instrument's conversion terms, and any anti dilution adjustment. For each driver, state the ownership percentage impact in isolation, holding everything else constant, so the ranking reflects each driver's actual weight rather than just chronological order.

Reconcile the option pool against individual grant documents.

Pool size as authorized: {{AUTHORIZED_POOL_SIZE}}
Individual grants: {{PASTE GRANT DOCUMENTS OR A GRANT LIST WITH DATES AND VESTING TERMS}}

Sum the individual grants against the authorized pool and state whether the pool is over allocated, under allocated, or matches. For each grant, state the vesting schedule, how much is vested as of {{AS_OF_DATE}}, and flag any grant with vesting terms that are missing or unclear in the documents. Flag any departed employee whose unvested shares should have returned to the pool but do not appear to have been reclaimed.

Summarize the investor rights and preference stack across every round represented in the rebuilt cap table, from the documents, not from memory of how these things usually work.

For each preferred series: liquidation preference multiple and whether it is participating or non participating, any dividend rights, board seat or protective provisions, information rights, and pro rata or major investor rights. Present it as one table, one row per series, with the document clause cited for each right. Flag any right that appears to conflict with a right held by a different series, since that is where a future round gets complicated.

Using the rebuilt cap table from prompt 01 and the round scenario from prompt 05 that we are actually proceeding with, draft the pro forma capitalization table for the closing.

Include: every existing holder's pre and post round ownership, percentage and share count, the new investor's ownership, the option pool position, and a summary row confirming the total accounts for 100%. Flag any instrument still outstanding, like an unconverted note or a warrant, that this pro forma should reflect but that I have not given you clean terms for.