A cap table (capitalization table) is a record of all equity ownership in a company — who holds shares, options, warrants, and convertible instruments, and in what amounts. It tracks the full ownership structure of a startup from founding through each funding round.

A typical cap table includes: founders' shares and their vesting schedules, employee stock option pool (ESOP), angel investors and their stakes, convertible instruments (SAFEs, notes) and their terms, and venture investors with their ownership percentages and investment amounts.

Investors review the cap table carefully before making an investment. They are looking for: founder ownership (are founders sufficiently incentivized?), option pool size (is there enough runway for key hires?), clean structure (no unusual terms or messy early arrangements), and existing investor quality.

A clean, well-organized cap table signals that founders understand the mechanics of equity and have managed prior fundraising professionally. Overly diluted founders or complex structures with unusual terms are red flags that can slow or kill investment conversations.