Spreadsheet checks before running convertible note cap table math in Singapore

Getting Singapore convertible note math wrong usually doesn’t come from exotic legal edge cases. It comes from spreadsheets: hidden rows, inconsistent labels, a rogue percentage sign, or a note you forgot to include.

This post focuses on sanity-checking your spreadsheet before you run a Singapore convertible note cap table calculation in DocketMath’s convertible note cap table tool.

You’ll still need legal and tax advice for term selection and structuring. The goal here is narrower: make sure your inputs are coherent so the math you run is actually about the deal you think you’re modelling.

What the checker catches

Below is a practical checklist for catching the most common spreadsheet issues before you send anything into a calculator like DocketMath.

You can treat this as a manual “checker” or build it into your own QA sheet.

• Date ordering problems (end date before start date).
• Rates entered as whole numbers instead of percentages.
• Missing caps or discounts in the spreadsheet.
• Inconsistent rounding or day-count conventions.

1. Currency and units consistency

Singapore deals often mix:

• SGD (local operations, payroll, early notes)
• USD (regional / global investors, SAFEs, priced rounds)

Make sure your spreadsheet isn’t silently mixing them.

Checklist:

• All note principal amounts are in the same currency.
• All cap / valuation inputs are in that same currency.
• Any FX conversions are done in a separate, clearly labelled column.

Quick test:
Pick one note and trace:

1. Principal amount
2. Any FX conversion
3. Cap or discount application

If the currency symbol or unit changes halfway through, fix that before you model anything.

2. Note terms alignment (discounts, caps, MFN)

Convertible notes in Singapore commonly vary on:

• Discount rate (e.g., 15%, 20%)
• Valuation cap (e.g., SGD 8m, SGD 12m)
• Most-favoured-nation (MFN) clauses
• Interest (simple vs compounding)
• Conversion triggers (equity financing vs maturity vs sale)

The checker’s job here is consistency of data, not legal validity.

Checklist:

• Every note has a clear row with:

  • Principal
  • Interest rate
  • Accrual method (simple / compounding)
  • Discount (if any)
  • Valuation cap (if any)
  • MFN flag (Yes/No)
  • Governing law / jurisdiction (for your own tracking)
• Cells for “No cap” or “No discount” are explicitly set to 0 or “None” (not left blank).
• Notes with MFN are tagged consistently (e.g., always “MFN-Yes”, not “Y” in one place and “Yes” in another).

Why it matters for the math:

• A 0% discount is very different from a blank cell:

  • 0% discount = convert at round price.
  • Blank cell = the calculator may assume a default or error out.
• A note with no cap but a discount will convert on the discounted round price, not a capped price.
• MFN often means its terms may change later; your spreadsheet should make it easy to identify which notes might re-price.

3. Pre-money vs post-money labels

Singapore term sheets may use “pre-money” and “post-money” in slightly different ways, especially when cross-border investors are involved. Your spreadsheet should be explicit.

Checklist:

• Every valuation input is labelled as “Pre-money (SGD)” or “Post-money (SGD)”.
• No column uses “Valuation” alone; always specify pre or post.
• If you model multiple scenarios, each sheet/tab name includes “pre” or “post”.

Impact on outputs:

• If you treat a post-money valuation as pre-money, you will over-dilute founders and existing shareholders.
• In DocketMath’s convertible note cap table tool, the pre/post selection directly drives:

  • The share price used for conversion.
  • The resulting ownership percentages for founders, ESOP, and investors.

4. Capitalisation table integrity (before the round)

Convertible note math in Singapore is often layered on top of:

• Ordinary shares
• Preference shares from earlier rounds
• ESOP pools (existing vs expanded)

Before you run any note conversion, your starting cap table must be clean.

Checklist:

• Total existing shares = sum of all shareholder lines (no hidden rows).
• Share classes are clearly labelled (e.g., Ordinary, Seed Pref, Series A Pref).
• ESOP is broken out into:

  • Granted options
  • Unallocated pool
• There are no negative share counts anywhere.
• If you have phantom shares or shadow equity, they’re labelled separately (and you know whether they’re included in “fully diluted” counts for modelling).

Simple reconciliation test:

Create a mini table:

Then verify that X+Y+Z+U equals the total you’re feeding into DocketMath as your “pre-round fully diluted” number.

5. Interest and accrual periods

Many Singapore notes accrue interest until a qualifying financing, maturity, or a long-stop date. Your spreadsheet should make the time dimension explicit.

Checklist:

• Each note has:

  • Issue date
  • Modelling cut-off date (e.g., expected completion date of the round)
• Interest rate is clearly:

  • Per annum (e.g., “6% p.a.”)
  • With method: simple vs compounding
• If compounding, the period is stated (e.g., annual, quarterly).

Impact on outputs:

• Accrued interest increases the conversion principal, which:

  • Increases the number of shares issued on conversion.
  • Increases dilution to existing shareholders.
• A one-year difference in assumed conversion date can meaningfully change ownership percentages, especially with higher interest rates.

6. Inclusion / exclusion of specific notes

In Singapore, not every note may be intended to convert in a given round. Some may:

• Convert only above a minimum round size.
• Convert only on an IPO or exit.
• Be repayable instead of convertible.

Your spreadsheet should tag which notes are “in” the scenario.

Checklist:

• Each note has a “Convert in this round?” column with Yes/No.
• Notes that do not convert are still listed, but clearly marked as excluded.
• Any manual overrides (e.g., “Investor agreed not to convert now”) are documented with a short note in a comment column.

This lets you run multiple scenarios quickly:

• Scenario A: All eligible notes convert.
• Scenario B: Only a subset convert (e.g., only SGD notes, or only notes with caps).

When to run it

Think of the checker as a pre-flight checklist. You’ll usually want to run it at three points:

Run the checker before importing a spreadsheet into the Convertible Note Cap Table workflow. It is especially helpful when you have multiple entries or when a teammate provided the inputs.

1. Before term sheet discussions

Use a cleaned-up spreadsheet to:

• Explore what-if scenarios (different caps, discounts, ESOP sizes).
• Understand the dilution impact range before you negotiate.

This helps founders and existing investors have more grounded expectations before bringing a new investor into the mix.

2. After a draft term sheet is received

Once you have a draft Singapore term sheet:

• Map each key term into your spreadsheet:

  • Pre/post-money valuation
  • New money amount
  • ESOP expansion (if any)
• Re-run the checker to ensure:

  • No notes are accidentally omitted.
  • Pre vs post labels match the term sheet.
  • Currency and FX assumptions match the investor’s numbers.

This is where a tool like DocketMath is particularly useful, because you can cross-check your spreadsheet results against a structured calculator and its Explain++ breakdowns.

3. Just before signing

Right before signing (or issuing a final round of documents):

• Freeze a “Final modelling” version of the sheet.
• Run through the checklist once more.
• Make sure the numbers you share internally match what you put into DocketMath.

Try the checker

You can turn the checklist above into a simple structure that pairs well with DocketMath’s convertible note cap table calculator.

Suggested tab layout in your spreadsheet:

1. Inputs – Notes
   One row per note, with:

   • Principal (single currency)
   • Interest rate and method
   • Issue date
   • Discount
   • Cap
   • MFN (Yes/No)
   • Convert in this round? (Yes/No)

2. Inputs – Cap table (Pre-round)

   • Shareholder name
   • Share class
   • Shares
   • Category (Founder / Investor / ESOP granted / ESOP unallocated)

3. Inputs – Round terms

   • Currency
   • Pre- or post-money valuation (clearly labelled)
   • New money amount
   • Target ESOP size (if any change is required)
   • Expected completion date (for interest accrual)

Once this structure is in place, you

Related reading

• Spreadsheet checks before running deadlines in California

• Statute of limitations in Singapore: how to estimate the deadline

• Spreadsheet checks before running deadlines in Florida

• Why we started the DocketMath blog