A capitalisation table is a record of who owns a company and in what form — ordinary shares, preferred shares, options, warrants and convertible instruments — together with each holder’s percentage ownership. It shows how ownership and proceeds would be divided, including on a fully diluted basis after all rights to acquire shares are exercised.
Investors read the cap table to understand dilution, control and how sale proceeds would flow; a clean one makes a company easier to fund or sell.
Reviewed in equity raises, M&A diligence and pre-IPO transactions.
A capitalisation table is a record of who owns a company and in what form — ordinary shares, preferred shares, options, warrants and convertible instruments — together with each holder’s percentage ownership. It shows how ownership and proceeds would be divided, including on a fully diluted basis after all rights to acquire shares are exercised.
Reviewed in equity raises, M&A diligence and pre-IPO transactions.
Basic ownership counts only the shares currently in issue. Fully diluted ownership assumes all options, warrants and convertible instruments are exercised or converted, showing what each holder would own after every right to acquire shares takes effect. Investors usually negotiate by reference to the fully diluted position.
Investors read the cap table to understand dilution, control and how sale proceeds would flow on an exit. A tangled table — unclear rights, disputed holdings or a heavy option overhang — slows diligence and can depress value, while a clean one makes a company easier to fund or sell.
Speak to a partner about how this applies to your transaction.
