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ARTICLE 44

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A Power Map Under Stress

Founders experience the cap table as a record of trust.
Investors experience it as a risk surface

Your cap table isn’t static.
It’s a map of how decisions propagate when the terrain shifts.

Investors read it the way engineers read load paths:

  • Where does pressure concentrate?

  • What fails first?

  • What holds longer than expected? 

A “fine” cap table at rest can behave very differently under strain.

The 4 Questions Investors Are Really Answering

Early-stage investors don’t look at the cap table once.

They look at it through four different lenses, each answering a different risk question

🧭  Governance Risk

Can this company still make decisions efficiently? 

They’re scanning for:

  • Too many small holders with opinions

  • Informal veto power (“we always check with X”)

  • Protective provisions that stack unexpectedly

The fear isn’t conflict.
It’s decision paralysis at the worst moment.

🎯 Incentive Drift

Will everyone still want the same outcome in two years?

Investors look for:

  • Angels who are already “up big” on paper

  • Advisors whose equity is large relative to the contribution

  • Early investors whose timelines don’t match venture-scale outcomes

Misaligned incentives don’t explode.
They pull subtly, in opposite directions.

🪜 Founder Authority

Is the founder still structurally empowered to lead?

Not ego. Not control for control’s sake.

Investors want to know:

  • Can the founder make hard calls?

  • Can they raise again without negotiating their own role?

  • Are they leading or managing around constraints?

A diluted founder can still be powerful.
A constrained founder cannot.

Future Financing Friction

How hard will the next round be to close?

Investors simulate:

  • What a new lead will object to

  • Which terms will need exceptions

  • How long will explanations take

If the cap table already needs a narrative, future investors will demand a discount.

Tactical Moves

Not cleanup. Preparation.

  • Draw the pressure map.
    Ask: When things get tight, who pushes back? Who stays aligned?

  • Explain the tradeoffs explicitly.
    Investors trust founders who can say, “This was suboptimal, and here’s why we accepted it.”

  • Know the future objections.
    If you were leading the next round, what would worry you?

  • Reduce surface area where possible.
    Fewer special cases = faster decisions later.

  • Own the story

    A cap table without a narrative invites someone else to write one.

Funding Corner

A weekly section where I share funding opportunities (grants, loans, programs) and how to approach them without the overwhelm.

1) SBA 504 Loan Program

💸 Amount: Long-term, fixed-rate financing (project-based; varies by deal)
👤 Best for: Established small businesses buying real estate, equipment, or refinancing qualifying debt
📅 When: Tues, Feb 10 | 10:00–11:00 AM (live session)
🔗 Learn More: Through SW Texas SBDCs

👉 Tip: This is growth capital, not survival capital. Come ready to discuss assets, cash flow, and how long-term debt fits your next 5–10 years, not just this year.

2) The UPS Store® Small Biz Challenge

💸 Amount: Share of $35,000 in prizes + national exposure
👤 Best for: Small businesses and startups looking for non-dilutive capital and visibility
📅 Deadline: Feb 22 (Phase 1 entry window)
🔗 Apply: inc.com/theupsstore/small-biz-challenge

👉 Tip: Judges reward clarity, not scale. Be specific about what makes your business work and how the prize money would create momentum, not just growth.

3) Intuit QuickBooks x Mailchimp Small Business Hero Program

💸 Amount: $20,000 + tools and exposure
👤 Best for: Businesses with a strong customer or community impact story
📅 Deadline: Rolling / phased cycles (check site for current window)
🔗 Learn more / Nominate: https://quickbooks.intuit.com/r/small-business-heroes/

👉 Tip: This isn’t just about revenue, it’s about impact. Frame your application around who you help and why your business matters.

Community Note

Every founder inherits their cap table twice:
Once they create it.
When they explain it.

The strongest founders don’t defend their table.
They demonstrate they understand it.

If you’ve navigated a tricky cap table moment, share it.
Your experience is someone else’s blind spot.

👉 Reply with “MAP” and I’ll send you our Cap Table Power & Pressure Worksheet, the same framework investors use, translated for founders.

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You don’t need fewer stakeholders. You need fewer surprises. Until then, breathe easy, Founder.
NestLedger (by ProfitNest) 🪺

Teaser for Next Issue:
👉 Coming up in the next NestLedger: When Convertible Notes Stop Being Friendly

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