Inputs you need for convertible note cap table math in Singapore
9 min read
Published October 17, 2025 • Updated February 2, 2026 • By DocketMath Team
Inputs you will need
To run Singapore-focused convertible note cap table math in DocketMath’s convertible-note-cap-table calculator, you’ll need a specific set of inputs. Treat this as a pre‑flight checklist before you start modeling.
1. Company and round basics
- Jurisdiction: Singapore (SG)
- Company’s current share capital
- Number of existing shares
- Share class(es) (e.g., Ordinary, Preference)
- Pre-money valuation (if you are modeling a priced round)
- Target new money (total cash to be raised in the equity round)
- Currency (e.g., SGD or USD)
2. Each convertible note (or SAFE) – economic terms
For each convertible instrument, you’ll typically need:
- Principal amount
- Issue date
- Interest rate (if interest-bearing)
- Interest compounding (simple vs compounded, and frequency if compounded)
- Maturity date
- Discount rate (e.g., 20%)
- Valuation cap (if any)
- Most Favoured Nation (MFN) flag (if applicable)
- Conversion trigger type:
- Equity financing
- Liquidity event (exit)
- Maturity / at investor’s option
- Conversion price formula priority:
- Discount only
- Cap only
- Better-of discount vs cap (most common)
- Conversion into which class of shares:
- Same as new round (e.g., Series A Preference)
- Shadow series / separate class
- Ordinary shares
3. Round mechanics and sequencing
- Whether notes convert “pre‑money” or “post‑money”
- Do notes count as part of the pre‑money or are they treated as new money?
- Treatment of accrued interest:
- Converts into equity
- Paid in cash
- Partly cash, partly equity
- Conversion order if multiple instruments:
- All notes on same terms convert together
- Some notes set terms that affect others (e.g., MFN)
- Any hard ownership targets:
- Example: “Lead investor must own at least 15% post‑money”
- Any per‑instrument share class quirks:
- e.g., some notes convert into non‑voting shares
4. Option pool and employee equity
- Existing option pool size:
- Number of options granted
- Number of options remaining
- Whether you are expanding the pool in this round:
- Target pool size (as % of post‑money or pre‑money)
- When the expanded pool is created relative to note conversion:
- Before notes convert
- After notes convert
- Whether note holders participate in the new pool:
- Often they do not, but it depends on the term sheet
5. Cap table participants and identifiers
- List of existing shareholders:
- Names / identifiers
- Current share counts by class
- List of note holders:
- Names / identifiers
- Which note terms apply to which holder
- New investors in the round:
- Name / identifier
- Investment amount
- Target ownership (if any)
Note: DocketMath focuses on the math and structure. It does not replace legal or tax advice. For Singapore-specific structuring questions (e.g., Companies Act compliance or regulatory issues), you should coordinate with your lawyers and tax advisers.
Where to find each input
This section focuses on where a typical Singapore startup team can pull each data point from, and how changing the input will change the output.
Company and round basics
Jurisdiction (Singapore)
- Usually obvious; for Singapore-incorporated companies, this is SG.
- Affects:
- Labeling and defaults in DocketMath
- How you interpret share classes and corporate actions in local documentation
Current share capital & classes
- Where to find:
- Latest cap table spreadsheet
- Constitution / shareholders’ agreement
- ACRA BizFile records (for official share counts)
- Changing this affects:
- Everyone’s percentage ownership after note conversion
- How much dilution founders and early employees experience
Pre-money valuation & target new money
- Where to find:
- Term sheet for the new round (e.g., Seed, Series A)
- Changing this affects:
- Conversion price if your notes use a discount off the round price
- Post‑money valuation and investor ownership
Convertible note / SAFE terms
Principal, issue date, interest, maturity
- Where to find:
- Each note or SAFE agreement
- Any amendments or extensions
- Changing these affects:
- Accrued interest amount at conversion
- Total number of shares issued on conversion (if interest converts)
Discount rate and valuation cap
- Where to find:
- Economic terms section of each note
- Changing these affects:
- The conversion price:
- Higher discount → lower conversion price → more shares to note holders
- Lower cap → lower conversion price (when cap is binding)
- The relative dilution between founders, employees, and note holders
MFN, conversion trigger, and conversion formula priority
- Where to find:
- Definitions / conversion clauses in the note
- Changing these affects:
- Whether one note’s terms “follow” another’s
- Whether notes convert at:
- Discount price
- Cap price
- Best-of discount vs cap
- The timing of conversion (e.g., only at a “Qualified Financing”)
Conversion share class
- Where to find:
- Conversion mechanics section of the note
- Changing this affects:
- Which class is diluted (Ordinary vs Preference)
- Future waterfall and control dynamics (though DocketMath is focused on cap table math, not rights)
Round mechanics and sequencing
Pre‑money vs post‑money treatment of notes
- Where to find:
- Term sheet for the equity round
- Sometimes an amendment to the notes themselves
- Changing this affects:
- Whether notes are treated like existing equity (pre‑money) or like new investors (post‑money)
- How much of the company is “reserved” for the new equity investors vs note holders
Accrued interest treatment
- Where to find:
- Note agreement or side letter
- Changing this affects:
- Total share count issued on conversion
- Cash requirement at closing (if interest is partially or fully paid out)
Conversion order and interdependence
- Where to find:
- MFN clauses
- Side letters
- Negotiated closing steps in the round documents
- Changing this affects:
- Whether one instrument’s terms can improve after another is set
- How DocketMath sequences the calculations for each instrument
Pitfall: Teams often assume all notes convert on identical terms. In practice, older notes may have different caps, discounts, or MFN provisions. In DocketMath, model each note (or each term set) separately so you can see the real dilution pattern.
Option pool and employee equity
Existing pool size and expansion
- Where to find:
- ESOP / ESOS plan documents
- Board / shareholder resolutions
- Cap table spreadsheet
- Changing this affects:
- The option pool shuffle: who bears the dilution of an expanded pool
- Founder and investor ownership after the round
Timing of pool expansion vs note conversion
- Where to find:
- Term sheet for the new equity round
- Sometimes in the shareholders’ agreement or side letter
- Changing this affects:
- Whether notes are diluted by the new pool or not
- The effective price new investors are paying per share
Cap table participants
Shareholder and note holder lists
- Where to find:
- Existing cap table
- Legal closing binder for prior rounds
- Note registers (if maintained)
- Changing this affects:
- How DocketMath attributes ownership by person/entity
- Your ability to generate investor‑ready outputs and internal summaries
Run it
Once you have the inputs, you can plug them into DocketMath’s convertible-note-cap-table calculator and test different scenarios.
Set your jurisdiction and company baseline
- Select Singapore (SG).
- Enter current share counts and classes.
- Input existing option pool.
Enter the new round terms
- Add pre‑money valuation and target new money.
- Specify whether notes are treated as pre‑money or post‑money.
- Define any pool expansion and when it happens.
Add each convertible note / SAFE
- For each instrument:
- Principal, issue date, interest rate, and maturity
- Discount, cap, and MFN
- Conversion trigger and share class
- Group instruments only when their terms are truly identical.
Check the outputs
- Review:
- Post‑money ownership by stakeholder
- Shares issued on conversion for each note
- Dilution impact from option pool expansion
- Adjust:
- Valuation
- Pool size
- Discount / cap
to see how the cap table responds.
Save scenarios and share internally
- Use DocketMath to keep:
- A “negotiation scenario” version
- A “signed terms” version
- Share with finance, founders, and your Singapore counsel to align on the math (while they focus on the documents and regulatory compliance).
You can start modeling now with DocketMath’s SG‑aware calculator here: /tools/convertible-note-cap-table.
Related reading
Inputs you will need
Use this checklist to gather the core inputs before you run the Convertible Note Cap Table tool.
- note principal balance
- valuation cap
- discount rate
- pre-money valuation
- round size and option pool
- conversion timing
If an assumption is uncertain, document it alongside the calculation so the result can be re-run later.
Where to find each input
Most inputs live in the case file, contracts, or docket entries. Dates usually come from the triggering event notice; rates and caps come from governing documents or statute; and amounts come from the ledger or judgment. Record the source for each value so the run is reproducible.
Run it
Enter the inputs in DocketMath and run the Convertible Note Cap Table calculation to generate a clean breakdown: Run the calculator.
Capture the source for each input so another team member can verify the same result quickly.