Venture & Private Capital · Capstone brief
INV-01 · Read the cap table before the pitch
Where do the data room, the pitch deck, and your reconstruction disagree, and why?
The question
Reconstruct Acme's fully diluted cap table from the data room and reconcile it with the calculator. Where do the data room, the pitch deck, and your reconstruction disagree, and why?
Data room / materials
CASE-ACME: both cap tables, both term-sheet summaries, and the pitch-deck excerpt. A spreadsheet and the CapStack dilution calculator. Labs L-01 and L-02 first.
Expected failure modes
Using one denominator for some holders and another for the rest. Copying the deck's ownership figure instead of computing it. Treating a definitional difference as fraud, or as nothing. Ignoring the option pool because no one holds it yet.
Done looks like
A reconciled cap table before and after the Series B, with formulas; a list of every figure in the deck that touches ownership, each marked reconciled, definition-dependent, or wrong; and a one-page note to a new investor explaining the differences in plain words.
Five C's
CT: separating a definitional difference from an error. CR: building the table from raw share counts rather than percentages. CO: a peer rebuilds one round from the term sheet and the two tables are compared. CM: the one-page investor note. CZ: who is misled when a number is true but unlabeled.
Mentor role
A finance professional or startup lawyer reviews the reconciliation. Standing instruction: reject any table whose percentages do not sum to 100%. School-supervised.
Rubric calibration
R1: one company, one cap table. R2: every share count traceable to a case file. R3: comparator is the calculator's output. R4: the definitions each figure depends on are named. R5: the investor note fits a page. R6: says what the student will not conclude about the founders' intent.
Two ways this goes wrong
(a) The deck's "about 61%" copied into the memo as fact. (b) A technically correct table with no explanation of why the deck differs.
Credit lane fit
Lane A (business or finance capstone). No verified credit claim.
An investment study, not an investment. Fictional case files. Not legal, tax, or investment advice.