Reading the cap table

What the cap table shows, why to read it per company, and where the figures come from — plus the misreading that catches almost everyone once.

Overview

Open a company and you reach Company Ownership. One control at the top offers four ways of looking at the same underlying facts, and each answers a different question.

View	What it answers
Position	Who holds what, now
Timeline	How it got there, event by event (A5.8)
Registry	Which movements produced it, each with its documents (A5.7)
Compare	What changed between two events (A5.9)

Under Registry a second control chooses between Transactions — the movements themselves — and Accounts, which lists each shareholder's account number per security class and flags the ones in trouble: a conflict, a duplicate, or an account not set.

The distinction between Position and Registry is the important one, and it maps onto two different questions. What does ownership look like today? is the position. Where did this holding come from? is the registry. Timeline sits between them: the same position, but as it stood at each event rather than only at the end.

Compare is the odd one out, and usefully so: the other three describe a moment, and Compare describes a span — the difference between the register at two events.

The view is in the address. Choosing one puts it in the URL, so a link you send a colleague opens on the view you were looking at rather than on the default.

What you'll learn

The four views, and which question each answers
What the cap table is, and what it is not
Why to read it per company on an LBO structure
Where the figures come from, and what that means when they look wrong
What an empty cap table is telling you

The cap table is a position

Holders down one axis, security classes across, with the quantities and the resulting proportions.

Read it per company

Ownership means different things at different levels of an LBO.

The BidCo's cap table shows the sponsor, the co-investors, and the ManCos as holders. Open a ManCo and you see the individual participants.

So the same participant appears once in a ManCo, and not at all in the BidCo — their exposure to the BidCo is indirect, through the ManCo.

That indirection is the whole point of a management package, and misreading it is the most common mistake made here. A participant is not a BidCo shareholder, and looking for them there will not find them.

Where the figures come from

The cap table is derived, not typed. It is the sum of the recorded movements: incorporation, issuances, transfers, splits, and whatever a closed subscription process wrote.

Two consequences worth carrying:

A cap table that looks wrong means a movement is wrong. The fix is in the transaction or the event, not here. There is nothing to correct on this page directly.

It updates asynchronously after a process closes. Closing a subscription analyses the signed documents before the figures move, and the page shows an update-in-progress state while that happens. A cap table read too early is not wrong — it is not finished.

An empty cap table

If a company has no recorded history you get Build Your Cap Table, which explains itself: the cap table is empty because no historical transactions have been recorded and no shareholders have been added yet.

It names the two routes forward — add shareholders, or Record Past Event, which is how you enter the history that predates the platform.

Expect this on a company you have just created. It is not a fault.

Par value and share capital

The ownership page also carries the company's share structure over time: issuance date, par value, share capital, and the decision that set them, with a par-value evolution chart.

This is the company-level counterpart to the holder-level cap table. The cap table tells you who holds; this tells you what the shares are and what the company's capital has been.

Common misreadings

Looking for a participant in the BidCo. They hold in a ManCo. Their BidCo exposure is indirect.

Expecting the total to match a term sheet exactly. The cap table reflects what has been recorded. If a wave has not been closed, its transactions are not in it yet.

Assuming a stale figure is a bug. Check for the update-in-progress state after a close.

Treating the cap table as the legal record. It is the platform's reconstruction from recorded movements. The registry carries the movements and their documents.

A3.6 — Project hierarchy · the indirection above, drawn
A5.2 — Share classes · what the columns mean
A5.6 — Reconciling and correcting the record · when the figures and a legal register disagree
A6.1 — Events and decisions: the model · where the movements come from