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Pro Forma Cap Table

Model Cap Table Dilution in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Current Cap Table & Share Register
  • Transaction Term Sheet

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

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

Building pro forma capitalization 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 misinformed negotiations and costly misunderstandings between founders, existing investors, and new capital sources.

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

How it works

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

  2. 2. AI models ownership structure, conversion mechanics, and dilution across all share classes

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

  4. 4. Export the finalized cap table in your preferred format (DOCX, PDF)

What you get

  • Header & Assumptions

  • Pre-Transaction Capitalization

  • Post-Transaction Capitalization

  • Dilution Impact Analysis

  • Conversion Mechanics Detail

  • Ownership Comparison Summary

What it handles

  • Pre- and post-transaction ownership modeling with dilution analysis

  • Convertible note and SAFE conversion mechanics with cap and discount calculations

  • Option pool expansion impact on fully-diluted ownership percentages

  • Liquidation preference waterfall and anti-dilution provision modeling

  • As-converted and fully-diluted basis calculations for all stakeholder classes

  • Sensitivity analysis across multiple valuation and pool scenarios

Required documents

  • Current Cap Table & Share Register

    The company's current capitalization table listing all holders by name, share class, share count, outstanding options, and warrants

    .pdf, .docx, .xlsx, .csv

  • Transaction Term Sheet

    The term sheet or summary of the proposed financing or corporate transaction, including valuation, investment amount, and key economic terms

    .pdf, .docx

Supporting documents

  • Convertible Instrument Agreements

    Outstanding convertible notes, SAFEs, or warrant agreements with their caps, discounts, interest rates, and conversion terms

    .pdf, .docx

  • Certificate of Incorporation

    The company's charter document detailing authorized share classes, preferences, and rights for each series of stock

    .pdf, .docx

  • Stock Option Plan

    The equity incentive plan document showing the current option pool size, reserved shares, and plan terms

    .pdf, .docx

Why teams use it

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

Eliminate formula errors that plague complex multi-series cap table models

Quickly generate scenario analyses for different valuations, pool sizes, and conversion terms

Produce investor-ready pro forma tables with professional formatting and clear assumptions

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.

Does it handle convertible note and SAFE conversion mechanics?

Yes. CaseMark calculates conversion prices based on valuation caps, discount rates, accrued interest, and MFN provisions. It models both pre-money and post-money SAFE mechanics and shows the resulting share counts on an as-converted basis.

How does it account for option pool dilution?

CaseMark models option pool impacts based on whether the pool is created or expanded pre-money or post-money. It calculates the dilutive effect on existing shareholders and shows the pool as a percentage of post-transaction fully-diluted shares.

Can it model multiple preferred stock series with different terms?

Absolutely. CaseMark handles multiple series of preferred stock, each with distinct liquidation preferences, participation rights, anti-dilution provisions, and conversion ratios. The pro forma table preserves the economic waterfall across all series.

Is the output suitable for sharing with investors and board members?

The output is clearly marked as pro forma and not final or binding. It provides a professional, detailed capitalization table suitable for board presentations, investor discussions, and internal planning — though it should be reviewed by counsel before formal distribution.

How accurate are the dilution calculations?

CaseMark performs precise arithmetic based on the inputs you provide, including share counts, valuations, conversion terms, and pool targets. The accuracy depends on the completeness of your uploaded documents, so we recommend including all relevant agreements and the current share register.

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