To fulfill the SEC’s requirements and satisfy investor curiosity, you need a clear Capitalization Table (Cap Table).
Because you are using a Wyoming Statutory Trust (WST), your cap table will list “Beneficial Interest Units” instead of “Shares of Stock.” For a Reg CF launch, you must show the state of the trust before the raise and the projected state after the raise.
Gonen Statutory Trust: Cap Table Template
1. Pre-Money Capitalization (Current Status)
This shows who owns the trust right now. Most founders start with 1,000,000 units to make the math simple.
| Entity/Class | Units Held | % Ownership | Notes |
|---|---|---|---|
| Founder (You) | 850,000 | 85.0% | Lead Trustee / Voting Control |
| Advisors/Early Partners | 50,000 | 5.0% | Technical/Legal guidance |
| Reserved Option Pool | 100,000 | 10.0% | Future hires or service providers |
| TOTAL | 1,000,000 | 100% |
2. Post-Money Projection (After $1M Raise)
Assuming you set a $4,000,000 Pre-Money Valuation and successfully raise $1,000,000 from the crowd.
| Entity/Class | Units Held | % Ownership | Status |
|---|---|---|---|
| Founder (You) | 850,000 | 68.0% | Diluted from 85% |
| Advisors/Early Partners | 50,000 | 4.0% | Diluted from 5% |
| Reserved Option Pool | 100,000 | 8.0% | Diluted from 10% |
| The “Crowd” (New Investors) | 250,000 | 20.0% | New Shareholders |
| TOTAL | 1,250,000 | 100% |
Critical SEC Disclosures for your Cap Table
- Voting vs. Non-Voting: In a Statutory Trust, it is very common (and often recommended) that the “Crowd” units are Non-Voting. You must disclose this clearly. It allows you to maintain control over trust decisions while giving investors financial upside.
- The SPV Layer: If you use a Special Purpose Vehicle (SPV) to aggregate your crowdfunding investors (to keep your cap table clean), the table above will simply show one line item: “Crowdfunding SPV – 20%”.
- Anti-Dilution: Most Reg CF investors do not get anti-dilution rights. You should state: “The Trust may issue additional units in the future, which will dilute the percentage ownership of current investors.”
Next Step: The Offering Circular
Now that we have your Bio, FAQ, Risks, and Cap Table, the last piece is the Offering Circular (The “Deal Terms”). This defines the price per unit (e.g., $4.00 per unit) and the minimum investment (e.g., $250).
Would you like me to calculate the “Price Per Unit” based on your target raise and valuation?