Token Cap-Table Management: Equity and Tokens on One Ledger

A traditional startup has one cap table. A Web3 startup has two — an equity ledger (shares, options, SAFEs) and a token ledger (warrants, side letters, grants) — and the same rounds dilute both. Managing them as disconnected spreadsheets is how founders end up not knowing who owns what. This guide is the discipline, hedged, because the underlying instruments are counsel questions.

TL;DR

• A Web3 company runs two ownership ledgers: equity (shares/options/SAFEs) and tokens (warrants/side letters/grants).
• They interact — rounds and grants dilute both; modelling only one understates dilution.
• Token cap table ≠ token allocation plan — plan = intent; cap table = evolving reality; they must reconcile.
• Custodian integration lets the token ledger be reconciled on-chain — the share-register analogue.
• Tooling records and models; it does not decide legal ownership or securities status — counsel's.
• Document- and jurisdiction-specific — confirm with counsel and your accountant; not legal/accounting advice.

Two ledgers, one company

They have different holders, triggers and treatment — but the same financing and grant decisions touch both. The only correct view is the combined, fully diluted picture across equity and tokens together.

Why one-ledger thinking understates dilution

SAFEs convert into equity and dilute the equity ledger; token warrants/side letters resolve into tokens and dilute the token ledger; employee equity and token grants dilute their respective ledgers as they vest (see web3 employee token grant structuring). Because rounds and grants hit both, modelling only the equity side systematically understates the founder's true diluted position. The fully diluted model must span both ledgers.

Cap table vs allocation plan

A token allocation plan sets intended percentages (team / investors / treasury / community); a token cap table tracks the actual instruments, holders, vesting and dilution over time. The plan is the intent; the cap table is the evolving reality. They should reconcile — and the discrepancies are exactly what disciplined cap-table management surfaces.

Why custodian integration matters

Tokens, unlike share certificates, settle on-chain and are often held with institutional custodians. Cap-table tooling that integrates with custodians can reconcile recorded token positions against what is actually held and distributed — the on-chain analogue of reconciling a share register. That reconciliation is part of the cap table being defensible, not an optional extra.

Practical guidance

1. Maintain both ledgers as one combined picture — equity and tokens together.
2. Model fully diluted across both — SAFEs, warrants, side letters, grants.
3. Reconcile the allocation plan vs the actual cap table — surface discrepancies.
4. Reconcile token positions against custodian/on-chain reality — the share-register analogue.
5. Keep instrument terms structured (conversion, exercise, vesting) — feeds dilution and accounting.
6. Confirm legal/securities/accounting treatment with counsel and your accountant — tooling does not decide it.

How vendor tools handle token cap tables

Pulley administers token and equity cap tables together and connects to institutional custodians for on-chain reconciliation; Carta administers equity cap tables broadly. They record and model instruments, dilution and vesting. Confirm the tool models both ledgers and your specific instrument terms — it does not determine legal ownership or whether a token right is a security; that stays a counsel determination.

How Wag3s helps

Wag3s HR records the instrument and grant data behind both ledgers — SAFE conversion terms, token-warrant/side-letter terms, vesting schedules — as structured, auditable inputs to cap-table and equity-/token-compensation reporting, while the legal, securities and accounting treatment stays counsel- and accountant-confirmed. See the HR product page.

Further reading

• Web3 Fundraising Instrument Stack
• SAFE vs SAFT vs Token Warrant
• Post-Money SAFE Explained
• Token Warrant vs Token Side Letter
• Web3 Employee Token Grant Structuring
• Token Vesting & Cliff Accounting

Sources

• Web3 companies run two ownership ledgers — equity (shares/options/SAFEs) and tokens (warrants/side letters/grants) — that interact; rounds and grants dilute both; one-ledger modelling understates dilution
• Token cap table (evolving reality of instruments/holders/vesting/dilution) is distinct from a token allocation plan (intended percentages); the two should reconcile
• Token positions settle on-chain and are often custodied institutionally; cap-table tooling with custodian integration reconciles recorded vs actual positions — the share-register analogue
• Cap-table tooling records and models; it does not determine legal ownership or securities status — document- and jurisdiction-specific, counsel- and accountant-confirmed, not legal/accounting advice