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> Giving the acquirer the cap table early on seems to go against the advice I've seen.

Why?

Captables are for the most part just process documents, you need to know who has which quantity of shares to be able to put a proposal for a deal on the table. If you don't know who holds the shares you may not even be able to make a proposal at all, and you may not be able to verify that the person that makes the offer to sell has the right to do so.



I think the reasoning is something like, when I buy a car, I don't base the price I'll pay on the cost of the raw materials.

It also lets them craft a minimal price deal, and do things like split out different shareholders based on what they'll likely accept.

Not particular to the cap table, but the same with the financials here. If gitlab sees they have only one month's runway, why wouldn't they lowball?

Generally speaking, if gitlab sees 40 million in revenue potential, shouldn't that be how they craft what they offer?

There's probably a distinction here between "selling" your business, and "being acquired."


Sure, but it helps if you can show who actually owns the car. And a captable is pretty much just that: a division of who owns which chunk of the company. No need to disclose what they paid for it, that's not the acquirers' business anyway.




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