Cap-table records, modeling and compliance

Stockholder lists, 409A and Rule 701 records, tax trackers, and scenario modeling

Alongside the ledger itself, the cap table carries a set of records-and-analysis tools. They share a posture worth stating up front: MetaLeX tracks what you record and does the arithmetic, and the app says so wherever a legal judgment is involved. None of these panels is a valuation, a filing, or legal advice.

Everything on this page is offchain and free; no tool here writes to the ledger except where noted.

DGCL §219 stockholder list

The §219 List panel reconstructs the registered record holders of issued and outstanding stock as of any record date, by replaying the offchain stock ledger and the tokenized ledger to that date. Scrip holders are excluded: scrips are not stock until de-scripification, and the panel cites the bylaws provision that says so.

Pick a record date, optionally label the snapshot ("2026 annual meeting record date"), and either Download list (.csv) or Save snapshot. Saved snapshots are immutable audit records. Because as-of reconstruction resolves identities retroactively, regenerating the same date later may not reproduce a past list exactly, so save the snapshot you actually used.

409A / FMV records

409A / FMV records issuer-provided fair-market-value evidence: the provider, the FMV per common share, effective and expiration dates, and a privately stored PDF of the valuation report. Records are append-only; when a valuation is replaced you mark the old one superseded rather than editing it.

The current FMV feeds the option-granting flow: the Add Position form shows a green banner when a current 409A covers a new option grant and an amber one when none does.

Rule 701 disclosure monitor

Awards tagged with the Rule 701 federal exemption feed a rolling monitor of the trailing and peak 12-month totals against the $10M federal disclosure threshold. Options are valued at exercise price, other awards at the issuer-recorded FMV covering the grant date, and missing data is never inferred: a "resolve before relying on the total" list calls out every position whose data would change the answer. The panel is a threshold monitor, and it tells you itself that whether an offering qualifies for Rule 701 is a question for counsel.

Option exercises and Form 3921

The Option Exercises / 3921 panel records immutable exercise facts from mined MetaVesT events (who exercised, how much, at what strike, when) and flags what's still missing for a filing export: grant dates, strikes, exercise-date FMV. A repair path re-reads an exercise from chain by its allocation and transaction hash if the recipient's browser failed to save the event.

The filing export itself is deliberately not available yet: recipient tax identity needs an encrypted, purpose-limited storage design first, and the panel says so rather than collecting taxpayer identifiers casually.

83(b) election tracker

For issued vesting restricted-stock awards, the 83(b) panel tracks the 30-day election window and stores issuer-reported filing evidence: a reported filing date, submission method, and a required PDF. It counts pending windows, past-due awards with no evidence, and filings on record. A reminder and evidence system, as the panel puts it, and never proof the IRS accepted anything.

Model a round

Model a Round converts your post-money SAFEs at a hypothetical priced round. Enter the new money, the round valuation (pre- or post-money; the helper reminds you this is the round being priced, not a SAFE cap), and optionally a new option pool as a percentage of the post-round company. The results show the price per share, the new shares, each SAFE's conversion (and whether its cap or the round price governs), and a before/after ownership table for existing holders, new money, and the pool. Convertibles whose terms the model can't confirm are listed rather than silently guessed at, and an integrity line confirms ownership reconciles to 100%.

A sequential rounds variant chains several future rounds. Scenarios can be saved (inputs only; loading recomputes against the live ledger) and compared side by side, up to three at a time.

Exit waterfall

Exit Waterfall distributes a hypothetical sale value down the preference stack: debt, liquidation preferences by seniority, participation (with caps), as-converted classes, common, and options net of strike. Cumulative preferred dividends accrue to the exit date you choose. Results come per class, with each class's treatment labelled, and per stakeholder. If your company has scrip, you choose whether to distribute on the Registered or Beneficial basis; the panel notes that Registered is the §219-valid default.

Both calculators are scenario-only. Nothing they compute is written to the ledger.

Class terms

The waterfall and the fully-diluted math are only as good as the class terms behind them. Class terms is where you enter an offchain class's charter economics from the certificate of incorporation: authorized units, conversion ratio, liquidation preference multiple, participation and its cap, seniority rank, and dividend rate with its accrual basis — plus the class's legal name as the charter spells it (display labels derive from class/series, so renaming is safe; it's also the remedy when creating a class is refused as a duplicate). Onchain classes keep their chain-defined terms; only offchain classes are editable here.

Token cap table

The Token cap table view tracks project-token claims (SAFTs, SAFTEs, token warrants) separately from company equity, against the token facts you record in Token config: name, ticker, network, decimals, total supply, launch date, and address, all of which may stay blank before they are fixed. Fixed claims calculate now; model-based claims (minimum percentages implied by an instrument's formula) display their recorded terms but show as pending until each formula is implemented from its controlling legal text. Percentages stay unavailable until a total supply is recorded, and the panel says so instead of guessing.

Good to know

• Evidence lives with the record. The FMV, 83(b), and position panels all store private PDFs next to the data they support, readable only by corp owners (and, for position documents, the holder if you enabled that disclosure).
• Nothing here is advice. The panels repeat this because it's true: they are records and arithmetic, and the legal conclusions belong to your counsel.