In this episode of Venture Declassified, hosts Mike Kelly, Ben Pidgeon, and Jacob Schpok tackle one of the most overlooked—but most consequential—parts of startup investing: the cap table. From abandoned founder equity to a stack of mismatched SAFEs, the trio share war stories of cap tables that turn into what they like to call a “hot mess”—and why those messes can scare off the very investors a company needs most.

Along the way, they unpack the mechanics behind dilution math, option pools, and convertible notes, and shine a light on the hidden gotchas that quietly eat away at ownership. But it’s not all spreadsheets and legalese—the conversation also digs into the human side: what happens when founders don’t own enough of their company, when incentives drift out of alignment, or when optimism leads to painful down rounds.

Whether you’re an angel investor learning how to spot red flags or a founder preparing for your next raise, this episode offers a candid guide to keeping ownership structures clean, credible, and fundable.

Key Topics

• Common scenarios that create broken cap tables

• Governance challenges and the importance of transparent decision-making

• Investor psychology: how over-diluted founders and misaligned incentives undermine growth

• Practical approaches to repair ownership structures

• The legal and emotional pitfalls of restructuring without new capital on the table

• Why alignment between founders, investors, and boards determines whether companies survive or stall

Connect

Mike Kelly

• LinkedIn

• Website

• Developer Town

Ben Pidgeon

• LinkedIn

• VisionTech

Jacob Schpok

• LinkedIn

• Elevate Ventures

Hear more interviews and stories like this one at www.VentureDeclassified.com

The information provided on the show is not intended to be investment advice and should not be relied upon as such. The investors on today’s episode are providing their opinions based on their own assessment of the businesses or topics presented. Those opinions should not be considered professional investment advice. If they start up pitched as a part of this episode, it is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell, subscribe for or buy any securities.