Cap table hygiene before a priced round

A capitalisation table is not a pitch-deck graphic. It is the list of who owns the company today and who has a right to own it later. In ADGM that list should match the statutory share register. If those two documents disagree, due diligence stops until someone rebuilds the history.

What belongs on the table

• Issued ordinary (and any preference) shares, by holder and by class.
• The authorised vs issued share capital — they are not the same number.
• Option or growth-share pool: reserved, granted, vested, exercised.
• Convertibles and SAFEs: discount, cap, and what they convert into.
• Promised shares that were never issued. Write them down or kill them.

How founder files usually break

Two co-founders agree “60/40” on WhatsApp, then issue 100 shares to one person “for speed”. An advisor is promised 2% with no grant date. A SAFE is signed and never modelled. A second entity is formed and the product IP stays in a founder’s personal name. None of this is exotic. All of it is expensive to unwind in a data room.

A working house rule

• One person owns the live cap table. Everyone else gets a dated export.
• Every issuance has a board or shareholder resolution and an updated register.
• Model a round before you sign a term sheet — fully diluted, including the pool top-up the investor will demand.
• If you use Nomux, treat the workspace cap table as the copy you show the lawyer, not a second unofficial sheet.

What Nomux does not pretend to do

The product can keep a locked register and a statement of ownership for a client workspace. It does not, by itself, make an issuance “legally binding under ADGM law” without the underlying resolutions and filings. Scenario tools are planning aids, not a fairness opinion.