IRS_12Investor Readiness System™ 3–4 weeks

Cap Table, ESOP & Dilution Architecture

409A/FMV valuations, SAFE/CCPS/CN conversion math, ESOP pool sizing & vesting, and dilution waterfalls — the discipline that prevents term sheets from being re-cut.

See full Investor Readiness System™

Why it matters

Cap-table errors are the #1 reason term sheets get re-priced. SAFE/CCPS conversion ambiguity, missing 409A, mis-sized ESOP pool and undocumented vesting destroy founder economics silently.

Scope covered

Clean cap-table baseline (cap-table platform / Pulley / Qapita / Trica)

409A / FMV valuation cadence (annual + post-financing)

SAFE / CCPS / CN / iSAFE conversion mechanics

Pre-money vs post-money cap-table modelling

ESOP pool sizing (10–15% post-Series A norm)

Vesting schedules (4-year / 1-year cliff) + reverse vesting for founders

Secondaries policy (founder + early-employee liquidity)

Dilution waterfall through Series A / B / C / exit

How we run it

Our methodology

A senior-led delivery sequence — not a template dump. Each phase is operated with your team and external counsel, not handed over as a deck.

1
Cap-table baseline & reconciliation
Week 1
Reconcile the fully-diluted cap table class-by-class against board resolutions and share certificates.
2
Convertibles & 409A / FMV memo
Week 1–2
Model SAFE / CCPS / CN / iSAFE conversion at next round; commission the 409A / FMV valuation memo.
3
ESOP pool sizing & vesting
Week 2
Size the ESOP pool (10–15% post-Series A norm), grant ladder and vesting (4-year / 1-year cliff) policy.
4
Dilution waterfall through exit
Week 2–3
Build the dilution trail through Series A → B → C → exit with founder economics under multiple raise paths.
5
cap-table platform/Qapita migration & secondaries policy
Week 3–4
Migrate the live cap table onto cap-table platform / Qapita and finalise the secondaries (founder + employee liquidity) policy.