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Venture Capital And Private Equity

Pro Forma Capitalization Table

Creating pro forma capitalization tables manually requires hours of spreadsheet work, complex dilution calculations, and meticulous verification of ownership percentages across multiple share classes. Errors in formulas or assumptions can lead to incorrect valuations, compliance issues, and embarrassing mistakes in front of investors or clients.

Automation ROI

Time savings at a glance

Manual workflow4.5 hoursAverage time your team spends by hand
With CaseMark12 minutesDelivery time with CaseMark automation
EfficiencySave 22.5x time with CaseMark

The Problem

Creating pro forma capitalization tables manually requires hours of spreadsheet work, complex dilution calculations, and meticulous verification of ownership percentages across multiple share classes. Errors in formulas or assumptions can lead to incorrect valuations, compliance issues, and embarrassing mistakes in front of investors or clients.

The CaseMark Solution

CaseMark automates the entire cap table creation process by extracting data from your existing documents, performing accurate dilution calculations, and generating professionally formatted tables with proper legal citations. Our AI ensures mathematical accuracy while incorporating best practices from SEC guidelines and standard legal templates, delivering investor-ready cap tables in minutes instead of hours.

Key benefits

How CaseMark automations transform your workflow

Reduce cap table preparation time from 4+ hours to under 15 minutes

Eliminate calculation errors with AI-powered dilution and ownership percentage verification

Automatically extract shareholder data from existing documents and term sheets

Generate compliant tables citing SEC guidelines and industry-standard templates

Create multiple funding scenarios instantly to model different deal structures

What you'll receive

Document Header
Assumptions and Scenarios
Current Capitalization Structure
Pro Forma Adjustments
Post-Transaction Capitalization Table
Notes and Disclosures

Document requirements

Required

  • Current Capitalization Records
  • Term Sheet or Funding Agreement

Optional

  • Stock Option Plan Documents
  • Convertible Note or SAFE Agreements
  • Previous Cap Tables

Perfect for

Corporate Attorney
Venture Capital Lawyer
Startup Counsel
Private Equity Attorney
Corporate Paralegal
In-House Counsel

Also useful for

This workflow is applicable across multiple practice areas and use cases

Corporate Finance95% relevant

Corporate finance attorneys use pro forma cap tables for all equity financing transactions, including private placements, rights offerings, and recapitalizations to model ownership and dilution scenarios.

Cap table modeling is fundamental to corporate finance work, enabling attorneys to structure deals, negotiate terms, and advise clients on the financial impact of various financing alternatives.

M&A transactions require detailed pro forma cap tables to model ownership changes, dilution effects, and equity distribution post-transaction for both buyers and sellers.

Cap tables are essential in M&A deals to show pre- and post-transaction ownership structures, calculate share exchange ratios, and model earnout provisions or equity rollovers.

Securities attorneys require pro forma cap tables for SEC filings, private placement memorandums, and compliance with securities regulations regarding ownership disclosure and beneficial ownership reporting.

Cap tables are essential for securities compliance, including Form D filings, beneficial ownership calculations under Section 13(d), and disclosure requirements in registration statements.

Corporate governance attorneys need accurate cap tables to determine voting rights, board composition requirements, and shareholder approval thresholds for major corporate actions.

Cap tables are critical governance documents that determine control rights, voting power distribution, and compliance with shareholder agreements and charter provisions.

Formation attorneys use cap tables when structuring initial equity allocations among founders, early employees, and initial investors, including vesting schedules and option pools.

While simpler than later-stage cap tables, formation work requires modeling founder equity splits, option pool reserves, and the impact of initial seed investments on ownership.

Frequently asked questions

Q

How accurate are the dilution calculations in AI-generated cap tables?

A

CaseMark uses verified financial formulas and cross-references multiple data points from your uploaded documents to ensure mathematical accuracy. The system performs automatic validation checks on ownership percentages, ensuring they total 100% and flagging any inconsistencies for review before finalizing the document.

Q

Can I model multiple funding scenarios with different valuations?

A

Yes, CaseMark allows you to generate multiple pro forma scenarios by adjusting key assumptions like pre-money valuation, funding amount, and conversion terms. You can quickly compare different deal structures side-by-side to advise clients on optimal funding terms.

Q

What information do I need to provide to generate a cap table?

A

You'll need your current capitalization records showing existing shareholders and share classes, plus the proposed term sheet or funding agreement with new investment details. CaseMark extracts the relevant data automatically, though you can also input additional information about option pools or convertible securities.

Q

Does the cap table comply with SEC and legal formatting standards?

A

Yes, CaseMark generates cap tables following standard legal formats referenced in SEC guidelines and templates from established legal resources. The output includes proper disclosures, footnotes for calculations, and professional formatting suitable for investor presentations and regulatory filings.

Q

How does CaseMark handle complex securities like convertible notes or SAFEs?

A

CaseMark recognizes and processes various security types including convertible notes, SAFEs, warrants, and multiple share classes. The AI applies the appropriate conversion formulas based on the terms in your documents, calculating fully-diluted ownership including all convertible instruments.

Q

Can I edit the cap table after CaseMark generates it?

A

Absolutely. CaseMark provides the cap table in editable formats, allowing you to make adjustments, add custom notes, or refine assumptions. The AI-generated document serves as a comprehensive first draft that you can customize to your specific transaction needs.

Q

How long does it typically take to manually create a pro forma cap table?

A

Most attorneys spend 4-6 hours manually building cap tables, including data gathering, spreadsheet setup, formula creation, and multiple rounds of verification. CaseMark reduces this to approximately 12 minutes by automating data extraction, calculations, and formatting while maintaining the same level of accuracy.