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Cap tables, SAFEs and bridge rounds

A messy cap table can stop a round before the deck is read. These articles cover SAFE and convertible note stacking, option pools, dilution, bridge round terms and the cap table problems that surface in Series B diligence.

Start here

  1. Cap Table Forensics: Why Founders Often Own Less Than They Think
  2. The Hidden Dilution in Your SAFE Stack: How Post-Money SAFEs Convert and What It Does to Your Fully Diluted Count
  3. When a Company Should Use a SAFE Instead of a Priced Round

Every article in this topic, newest first

How Should a Company Build a Clear Bridge From Historical Financials To Its Forward-Looking Capital-Raise Model?
How Can a Startup Obtain Consent From Dispersed Convertible Noteholders Without Delaying a Financing?
What Happens If a Convertible Noteholder Cannot Be Located When the Company Needs an Amendment or Conversion Consent?
How Should a Company Treat Convertible Notes in a Recapitalization That Does Not Qualify as a Priced Financing?
What Happens to Convertible Notes If a Startup Completes an Initial Public Offering Before Its Next Private Financing?
What Bridge Financing Terms Create Problems When a Company Expects To Pursue a Strategic Sale Within Twelve Months?
How Should a Startup Amend Convertible Notes When Noteholders Have Different Maturity Dates?
How Should Founders Handle a Convertible Note When the Investor Entity Has Dissolved, Merged, or Changed its Legal Name?
What Tax Records Should a Startup Maintain For Accrued Interest on Convertible Notes?
How Should Founders Address a Convertible Note That Includes Both a Conversion Feature and Warrant Coverage?
How Should a Startup Document a Convertible Note Transfer From the Original Investor To a New Holder?
What Transfer Restrictions Should Apply When a Convertible Noteholder Wants To Sell Its Note Before Conversion?
How Should a Startup Prepare a Closing Checklist For a Convertible Note Financing with Investors In Multiple States?
What Founders Should Review Before Issuing a Convertible Note to an International Investor?
What is Original Issue Discount, and When Can It Affect a Convertible Note Financing?
How Should a Company Account For Convertible Notes With Debt Issuance Costs or Placement Fees?
What Financing Documents Should Be Updated When Bridge Capital is Raised Through Multiple Affiliated Entities?
How Should a Startup Document Investor Default Remedies in a Multi-Close Bridge Financing?
How Should a Startup Handle Bridge Financing When a Founder or Executive Wants to Invest Personally in The Round?
How Can a Company Preserve Flexibility To Raise From New Investors After Closing an Insider-Led Bridge?
What Should Founders Negotiate If Bridge Financing Investors Request Board-Observer Rights?
What Information Should a Board Review Before Approving an Insider-Led Bridge Financing Round?
How Should Founders Negotiate a Bridge Financing Round When an Existing Investor Requests Enhanced Pro Rata Rights?
How Should a Startup Structure Bridge Financing if a Major Customer Contract is Expected to be The Next Financing Catalyst?
When Should Bridge Financing Include a Minimum-Cash Covenant for the Period Before the Next Equity Round?
What Conditions Should Be Satisfied Before Releasing Each Tranche of a Milestone-Based Bridge Financing?
How Should a Company Allocate Bridge Financing Among Investors When Demand Exceeds The Target Raise?
How Should a Startup Structure a Pay-To-Play Bridge Financing When Some Preferred Investors Decline to Participate?
How SAFE Note Structuring Engagements Are Scoped
How Long a SAFE Round Takes From Term Agreement to Close
Common Mistakes Founders Make with SAFE Notes and Convertible Instruments
What SAFE Note Legal and Structuring Work Costs
Cap Table Forensics: Why Founders Often Own Less Than They Think
When a Company Should Use a SAFE Instead of a Priced Round
How Over-Diluted Founders Trigger Series B Pass Letters Without a Single Meeting
Convertible Note Overhangs: Why Unresolved Notes From Your Seed Round Are a Series B Time Bomb
The Option Pool Shuffle: How Investors Use Pre-Money Pool Creation to Dilute You Before the Round Closes
The Hidden Dilution in Your SAFE Stack: How Post-Money SAFEs Convert and What It Does to Your Fully Diluted Count
What Percentage of Equity Should Founders Still Own Before a Series B? The Institutional Investor Standard
How Undisclosed Litigation Involving Cap Table Disputes Surfaces in Series B Diligence and Kills Deals Overnight
The Data Room Disaster: How Poor Cap Table Documentation in Your Series B Data Room Kills Deals Before the First Partner Meeting
The Broken Cap Table Audit: What Happens When Your Equity Records Don't Match Your Cap Table Software
Why Your Board Composition Is a Cap Table Problem — and How It Kills Series B Before Diligence Starts
What Happens to Your Cap Table When a Key Investor Goes Silent: How Zombie Investors Block Series B Governance Votes
How Acqui-Hire Attempts and Failed M&A Discussions Leave Cap Table Scars That Series B Investors Always Find
Founder Vesting Cliffs and Acceleration Provisions: The Cap Table Footnotes That Scare Series B Investors Away
How Missing 83(b) Elections on Founder and Employee Stock Create a Tax Time Bomb That Surfaces in Series B Diligence
How Unpaid Founder Salaries Converted to Equity Create Hidden Cap Table Liabilities That Derail Series B Diligence
Phantom Equity and SARs: How Non-Standard Equity Instruments Create Series B Valuation and Governance Confusion
What Happens to Your Warrants at Series B: Why Legacy Warrant Overhang Kills Institutional Deals Quietly
The Offshore Entity Problem: How Holding Companies, Cayman Structures, and Offshore Cap Table Layers Block US Institutional Series B Investment
The Delaware Flip Problem: Why a Late Conversion Can Derail a Series B
The Hidden Cost of Uncapped MFN SAFEs: How Most-Favored-Nation Clauses Silently Reprice Your Entire Seed Round at Series B
That Seed Round Term Looked Fine. It's Now Costing You $8M at Series B
Option Pool Shuffle Explained: How Investors Use Your Pre-Money Valuation to Quietly Dilute You Before the Round Closes
Your Series B Investor Is Looking at Your Option Pool Before They Look at Your Revenue
What Cap Table Issues Will Kill a Series B Before the Lead Investor Even Reads Your Deck
You Raised Three SAFEs. Here's How They're About to Detonate at Your Series B
How SAFE Notes and Convertible Notes Stack Up and Silently Destroy Your Series B Cap Table
The Convertible Note Overhang Problem: Why Uncapped Notes From Your Seed Round Are a Series B Red Flag
How to Get Ahead of 99% of Startups in Seed Rounds

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