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Pro Forma Cap Table

Model Cap Table 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 automatically drafts detailed capitalization tables that model ownership before and after financing events or corporate transactions. It calculates dilution, conversion mechanics, option pool impacts, and ownership on both as-converted and fully-diluted bases, delivering board-ready output in minutes.

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, derail investor negotiations, or create legal liability — yet attorneys and finance teams routinely spend hours assembling these models under tight deal timelines.

CaseMark's AI ingests your corporate documents, current share register, and transaction terms to automatically generate a comprehensive pro forma cap table. It handles the complex math — conversion mechanics, anti-dilution adjustments, option pool shuffles, and waterfall analysis — so your team can focus on strategy and negotiation rather than spreadsheet debugging.

How it works

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

  2. 2. AI parses share classes, holder details, conversion instruments, and deal economics

  3. 3. Review the generated pro forma table with pre/post ownership and dilution metrics

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

What you get

  • Header & Assumptions

  • Pre-Transaction Capitalization

  • Post-Transaction Capitalization

  • Dilution Impact Analysis

  • Conversion Mechanics Detail

  • Option Pool Analysis

  • Waterfall / Liquidation Analysis

  • Sensitivity Tables & Notes

What it handles

  • Pre- and post-transaction ownership modeling with per-holder detail

  • Automatic dilution calculations across all share classes and series

  • Convertible note and SAFE conversion mechanics with cap, discount, and interest

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

  • As-converted and fully-diluted ownership percentage breakdowns

  • Waterfall analysis showing liquidation preference and payout scenarios

Required documents

  • Current Cap Table or Share Register

    Complete listing of all current holders by name, share class, share count, outstanding options, and warrants

    .pdf, .docx, .xlsx, .csv

  • Transaction Terms

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

    .pdf, .docx

Supporting documents

  • Certificate of Incorporation

    Current certificate including all amendments defining authorized share classes and preferred stock terms

    .pdf, .docx

  • Convertible Instrument Agreements

    Outstanding SAFE agreements, convertible promissory notes, or warrant agreements with their respective terms

    .pdf, .docx

  • Equity Incentive Plan

    Stock option plan documents showing authorized pool size, granted options, exercise prices, and vesting schedules

    .pdf, .docx

  • Stockholder Agreements

    Investor rights agreements, voting agreements, or right of first refusal agreements affecting share structure

    .pdf, .docx

Why teams use it

Eliminate hours of manual spreadsheet work with automated share class and dilution calculations

Reduce errors in complex conversion mechanics involving SAFEs, convertible notes, and anti-dilution provisions

Empower faster deal negotiations with instant scenario modeling across different valuations and pool sizes

Produce professional, clearly formatted cap tables ready for board presentations and investor discussions

Questions

What types of financing events can this model?

CaseMark can model seed rounds, Series A through C+ financings, convertible note conversions, SAFE conversions, option pool expansions, stock splits, and cap table restructurings. The AI adapts its calculations to match the specific transaction structure 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 holders' ownership percentages.

Does the output include fully-diluted ownership calculations?

Yes. CaseMark generates both as-converted and fully-diluted ownership percentages for every holder, accounting for outstanding options, warrants, convertible instruments, and any proposed option pool expansion.

Can I model different option pool sizes or valuations?

Absolutely. CaseMark includes sensitivity analysis so you can see how varying the option pool target percentage or pre-money valuation affects dilution for founders, existing investors, and new investors.

Is the pro forma cap table suitable for board or investor presentations?

CaseMark produces a clearly formatted, professional-grade table with appropriate disclaimers (marked as pro forma and not final or binding). It is designed for use in board meetings, investor negotiations, and internal planning, though it should be reviewed by counsel before finalization.

What documents do I need to get started?

At minimum, you need your current cap table or share register and the terms of the proposed transaction. For the most accurate output, CaseMark also benefits from your certificate of incorporation, option plan documents, and any outstanding convertible note or SAFE agreements.

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