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Pro Forma Cap Table

Model Cap Tables & Dilution in Minutes, Not Hours

12 minutes with CaseMark

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Pro Forma Cap Table

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Pro Forma Cap Table

Overview

CaseMark's Pro Forma Cap Table skill drafts comprehensive capitalization tables that model ownership before and after financing events or corporate transactions. It automatically calculates dilution, conversion mechanics, option pool impacts, and ownership on both as-converted and fully-diluted bases, giving founders, investors, and counsel a clear picture of economic outcomes.

Building pro forma cap tables manually requires painstaking spreadsheet work across multiple share classes, conversion instruments, and option pools. A single formula error can misstate ownership percentages, leading to flawed negotiations, incorrect board approvals, or disputes among stakeholders during critical financing events.

CaseMark automates the entire pro forma cap table drafting process by analyzing your corporate documents, current share register, and proposed transaction terms. The AI calculates conversion mechanics, dilution effects, and ownership percentages across all stakeholder classes, producing a comprehensive and clearly formatted capitalization table ready for review and negotiation.

How it works

  1. 1. Upload your corporate documents, current cap table, and proposed transaction terms

  2. 2. AI analyzes share classes, conversion instruments, option pools, and deal economics

  3. 3. Review the generated pro forma cap table with pre- and post-transaction ownership breakdowns

  4. 4. Export in your preferred format (DOCX, PDF) for board presentations or investor discussions

What you get

  • Header & Assumptions

  • Pre-Transaction Capitalization

  • Conversion Mechanics

  • Post-Transaction Capitalization

  • Dilution Impact Analysis

  • Ownership Comparison Summary

  • Liquidation Waterfall

  • Sensitivity Scenarios

What it handles

  • Pre- and post-transaction ownership modeling with as-converted and fully-diluted bases

  • Automatic dilution calculations across all stakeholder classes

  • Convertible note and SAFE conversion mechanics with caps, discounts, and interest

  • Option pool expansion impact analysis with pre-money vs. post-money allocation

  • Liquidation preference waterfall and anti-dilution provision modeling

  • Sensitivity analysis across multiple valuation scenarios

Required documents

  • Current Cap Table & Share Register

    Current capitalization table listing all holders by name, share class, share count, outstanding options with exercise prices, and warrants with terms

    .pdf, .docx, .xlsx, .csv

  • Transaction Term Sheet

    Proposed transaction terms including investment amount, pre-money valuation, price per share, option pool target, and any conversion mechanics

    .pdf, .docx

Supporting documents

  • Certificate of Incorporation & Amendments

    Charter documents defining authorized share classes, preferred stock rights, liquidation preferences, and anti-dilution provisions

    .pdf, .docx

  • Convertible Instrument Agreements

    Outstanding convertible notes, SAFEs, or other convertible instruments with caps, discounts, interest rates, and conversion triggers

    .pdf, .docx

  • Stock Option Plan

    Equity incentive plan documents showing total pool size, granted options, exercise prices, and vesting schedules

    .pdf, .docx

Why teams use it

Reduce hours of manual spreadsheet work to minutes with automated dilution and conversion calculations

Visualize the ownership impact on every stakeholder class before committing to transaction terms

Model multiple scenarios including different valuations, pool sizes, and conversion terms side by side

Produce board-ready and investor-ready cap table presentations with professional formatting

Questions

What types of financing events can this model?

CaseMark can model seed rounds, Series A/B/C financings, convertible note conversions, SAFE conversions, option pool expansions, stock splits, and cap table restructurings. The AI adapts its calculations to the specific transaction mechanics you provide.

How does CaseMark handle convertible note and SAFE conversions?

CaseMark automatically calculates conversion mechanics including valuation caps, discount rates, accrued interest, and most-favored-nation provisions. It models the resulting share issuance and shows the impact on all existing stakeholders.

Does it calculate both as-converted and fully-diluted ownership?

Yes. CaseMark generates ownership percentages on both an as-converted basis (assuming all preferred converts to common) and a fully-diluted basis (including all outstanding options, warrants, and convertible instruments).

Can it model pre-money vs. post-money option pool allocation?

Absolutely. CaseMark models the dilutive impact of option pool expansions under both pre-money and post-money inclusion scenarios, showing how each approach affects founder and investor ownership percentages.

Is the output suitable for board presentations and investor negotiations?

CaseMark produces professionally formatted cap tables clearly marked as pro forma. The output includes detailed assumptions, holder-by-holder breakdowns, and dilution summaries suitable for board decks, investor presentations, and internal planning.

How accurate are the calculations compared to manual spreadsheet modeling?

CaseMark applies standard venture finance formulas for price-per-share calculations, conversion ratios, and dilution math. The output is clearly designated as pro forma and should be verified by counsel and financial advisors before finalizing any transaction.

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