How to Track a Down Round as an Angel After Close

How to track a down round is the angel-side ledger you keep after the round already closed: pre-round shares, new price, anti-dilution type, adjusted shares, new ownership percent, and mark versus last preferred. It is not the Conversion Price charter walk. Raziel's anti-dilution tracking page is formula, exemptions, and as-converted shares on the series you hold. This page is six fields on the closed round itself.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed stock purchase agreement, the amended certificate of incorporation, and the post-close cap table. Do not invent a dilution percent.

What this ledger is (and is not)

Carta (February 6, 2023) defines a down round as a financing whose pre-money valuation is lower than the post-money valuation of the previous round, and distinguishes it from a bridge round. Cooley GO (last reviewed January 24, 2022) defines a down round as a financing that sells capital stock at a price per share less than an earlier financing. Those two tests are not always the same number. Store the test the round documents used. A deck that still prints the old post-money is not the new price.

Six columns on one closed-round row

Open one row per issuer after the down round closes. Do not overwrite the prior round's row. Copy each field from the closing pack. If a field is missing, store that it was missing. NVCA's model-documents page: the forms present potential options and are a starting point only.

• Pre-round shares. As-converted shares you held immediately before this close, for the series you still hold. Date the figure. Pre-round is not post-adjustment.

• New price. Price per share of the new preferred, from the stock purchase agreement. Carta's page is a valuation test. Cooley GO is a price-per-share test. Copy the dollar on the SPA.

• Anti-dilution type (none / weighted / full ratchet). The 4.4.4 block in the charter you signed, not a platform default. NVCA's October 2025 Model Certificate of Incorporation labels two Section 4.4.4 instructions, broad-based weighted average versus full ratchet. If your COI has no 4.4.4, log none.

• Adjusted shares. As-converted Common after the conversion-price adjustment, if any. Cite the NVCA Section 4.9 certificate or the post-close cap table. Cooley GO: the adjustment increases how many common shares each preferred share converts into. It is not extra preferred, which would raise liquidation preference. Do not invent a share count.

• New ownership %. Your ownership after close, copied from the cap table the company sent, with the basis the pack uses (issued versus fully diluted). Do not invent a dilution percent from a blog example.

• Mark versus last preferred. Last preferred is the prior round's preferred price per share. Mark is this round's preferred price per share, dated. Cooley GO: venture funds account to limited partners using the most recent pricing, and a down round can require a write-down of existing holdings. Do not keep marking at the old higher preferred after this close. Do not substitute a 409A common fair market value for the preferred mark.

Anti-dilution type is the charter, not a Carta default

Carta's priced-round page (May 8, 2026) labels broad-based weighted average "market-standard" and full ratchet more investor-friendly. That is Carta's label. If your COI is narrow-based, log weighted and attach the clause. NVCA 4.4.2: no adjustment if the requisite holders waive it. Log the waiver as none for this close. The formula walk lives on Raziel's anti-dilution tracking page. This row stores which type applied at this close, then the adjusted-share output from the pack.

Adjusted shares and ownership come from the pack

Carta (February 6, 2023): preferred stockholders may have anti-dilution in prior-round legal terms; investors without it may see ownership decline. NVCA and Cooley GO adjust Conversion Price, or conversion ratio. Do not log a cash top-up you did not wire. If you also bought in the new round, that is a separate cash row. If the company never sent a cap table, keep new ownership percent blank. Do not invent a percent.

When the ledger holds

The row holds if pre-round shares are dated from before close, new price is the SPA dollar, anti-dilution type is none or weighted or full ratchet as the COI used, adjusted shares match the certificate or cap table, new ownership percent is copied not invented, and mark is the new preferred rather than the last preferred. It fails when you paste a Carta "market-standard" type, invent a dilution percent, treat conversion-ratio adjustment as extra preferred, or keep marking at the old higher preferred after close. A 409A is a common-stock appraisal. It is not last preferred and it is not this mark. Raziel's startup investment tracker is the book those preferred rows already sit on: cash dates, documents, cap tables, IRR and MOIC. Raziel does not interpret your charter and does not give investment advice. Copy the six columns. Leave the conversion math to the COI and the closing pack.