Deal Terms
Proforma Cap Table
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Quick Answer
A projected capitalization table showing post-round ownership percentages after a proposed financing — used to model the dilution impact of a new investment.
What it is
A proforma cap table is a projected version of the cap table showing ownership percentages after a proposed financing event. Founders use proforma cap tables to understand: how much they'll own post-round, what percentage new investors will receive, how existing shareholders are diluted, and how option pool expansion affects everyone. Proforma cap tables model multiple scenarios: different valuations, different option pool sizes, different amounts raised. Building accurate proforma cap tables requires accounting for: all existing shares outstanding, existing and new SAFEs/notes converting, option pool creation, and new shares issued to investors. Tools like Carta, Pulley, and simple Excel models enable founders to run 'what if' scenarios quickly during fundraising negotiations.
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Frequently Asked Questions
What is Proforma Cap Table in venture capital?
A proforma cap table is a projected version of the cap table showing ownership percentages after a proposed financing event. Founders use proforma cap tables to understand: how much they'll own post-round, what percentage new investors will receive, how existing shareholders are diluted, and how...
Why is Proforma Cap Table important for startups?
Understanding Proforma Cap Table is critical for founders navigating the fundraising process. It directly impacts deal terms, valuation, and the relationship between founders and investors.
What category does Proforma Cap Table fall under in VC?
Proforma Cap Table falls under the deal-terms category in venture capital. This area covers concepts related to the financial and legal terms that define investment agreements.
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