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 A cap table (short for capitalization table) is a document that outlines the ownership structure of a company, showing the breakdown of equity ownership, investor shares, and the percentage of the company owned by different stakeholders. It typically includes the following information:

  1. Shareholders: The names of all the company's equity holders, including founders, investors, and employees.
  2. Shares: The number of shares each stakeholder owns.
  3. Ownership Percentage: The percentage of the company each shareholder owns based on their shares relative to the total shares outstanding.
  4. Stock Options: Any stock options granted to employees, often displayed separately to show potential dilution.
  5. Convertible Securities: If applicable, it shows the outstanding convertible securities (like convertible notes or SAFEs) that can convert into equity.
  6. Valuation: Sometimes, the table will show the company's valuation at different stages of funding (e.g., post-money valuation).

Cap tables are essential for understanding how ownership is distributed, how decisions are made, and how new investments may impact ownership stakes. It's often used during funding rounds, mergers, acquisitions, or financial reporting.


A term sheet is a non-binding document that outlines the basic terms and conditions of a potential investment or partnership agreement. It serves as a starting point for negotiating the final, legally binding agreement. In the context of venture capital or private equity, a term sheet typically lays out the key aspects of a deal between an investor (or group of investors) and a startup or company.

Here are the typical components of a term sheet:

  1. Investment Amount: The amount of money the investor is willing to invest in the company.
  2. Valuation: The pre-money or post-money valuation of the company, which determines the percentage of equity the investor will receive in exchange for their investment.
  3. Equity Type: The type of equity being issued, such as common stock, preferred stock, or convertible notes.
  4. Ownership and Dilution: The ownership percentage of the company the investor will have post-investment and any potential dilution from future rounds of funding or stock option grants.
  5. Dividend Policy: Terms regarding dividends (if applicable), such as whether investors will receive dividends and what the terms are.
  6. Liquidation Preference: The order in which investors will be paid in the event of a liquidation, sale, or bankruptcy of the company. This usually gives preferred stockholders priority over common stockholders.
  7. Board Representation: The number of seats on the company's board that the investor(s) will be entitled to.
  8. Voting Rights: Details about the voting power of the investor (and any specific decisions requiring investor approval, such as issuing new shares, mergers, or acquisitions).
  9. Anti-Dilution Protection: Provisions to protect investors from having their equity diluted if the company issues shares at a lower price in subsequent funding rounds (e.g., full ratchet or weighted average anti-dilution).
  10. Vesting Terms: Conditions that govern the vesting of equity granted to the founders or employees, typically tied to time or performance milestones.
  11. Exit Strategy: Terms around the investor’s ability to exit the investment, such as rights of first refusal, drag-along rights, and tag-along rights.
  12. Use of Funds: An outline of how the investment funds will be used (e.g., working capital, product development, expansion).
  13. Confidentiality: Non-disclosure or confidentiality clauses to protect sensitive information disclosed during negotiations.

Though term sheets are non-binding in most cases, they set the framework for the final, binding agreements and ensure that both parties are on the same page before proceeding with the more detailed legal documents.


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