Equity · Token cap tables

The two cap tables of a crypto company, and where they disagree.

A company register and a token register, usually in different entities, describing overlapping but non-identical holders on incompatible terms.

Glide Research11 Aug 202611 min read

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In short

What is a dual cap table?

A dual cap table is the combination of a company cap table and a token cap table run by the same project. One records stockholders and option holders in an operating company; the other records token allocations, often issued by a different entity in a different jurisdiction, to a partly different set of people.

Two registers · two entities · overlapping but non-identical holders

Key takeaways

Most token projects are two organisations wearing one name: an operating company that employs people and owns intellectual property, and a separate issuing entity — often a foundation or association offshore — that launched the token.
The two registers describe overlapping but non-identical groups. Some equity investors hold no tokens, some token holders never invested in the company, and contributors frequently hold both on different schedules.
Equity vesting forfeits on departure. Token unlocks usually keep running unless someone actively stops them. The same person can therefore be fully vested on one register and half-vested on the other.
"Fully diluted" means two different things across the two tables, and the two numbers do not add up to anything meaningful because the units are claims on different entities.
Value can migrate from the company to the protocol. If fees accrue to a treasury the company does not control, company equity is a claim on a business that may be shrinking as the network grows.
The tension is structural, not clerical: the tighter the company binds token value to itself for its equity holders, the more the token looks like it depends on that company. That trade-off sits at the centre of the regulatory analysis.
No cap table product is built to reconcile both by default, and no statute requires the token side to exist at all. Reconciliation is a discipline the project has to impose on itself.

Why there are two in the first place

The second cap table is not an accident of bookkeeping. It usually reflects a deliberate structural choice made early and for several reasons at once, some regulatory, some tax, some governance. A conventional venture-backed company incorporates in a jurisdiction like Delaware because that is what institutional investors underwrite. A token, meanwhile, is generally launched with an aspiration towards being governed by its holders rather than by a board answerable to preferred stockholders. Those two aspirations do not fit inside one legal entity comfortably.

So the pattern that emerged is a split. The operating company — call it Labs — employs the engineers, owns the trademarks, signs the commercial contracts, and raises priced equity rounds or SAFEs. A separate entity — a foundation company, association, or similar vehicle, frequently established in a jurisdiction chosen for its foundation law — issues the token, holds the treasury, and stewards the network. Labs may be a contractor to that entity. The two have different boards or councils, different bank and wallet arrangements, and different books.

The consequence is that a project has two capitalisation records that were created for different reasons, governed by different law, and maintained by different people, describing the economic interests of a group that mostly overlaps. That is the dual cap table problem in one sentence.

The two registers, side by side

The two registers, side by side
Feature	Company cap table	Token cap table
Issued by	The operating company, typically a corporation	A separate issuing entity, frequently a foundation or association
Legal basis for the recordDelaware requires a stock ledger recording every holder and transfer	Corporate law: charter, board consents, stock ledger, inspection rights	Contract and code. No statutory register, no inspection right
Who is on it	Founders, employees with options, angels, funds, sometimes advisors	Contributors, investors who held a token instrument, treasury, ecosystem, airdrop recipients
Time mechanic	Vesting with a cliff, and forfeiture of unvested shares on departure	Unlocking on a schedule that commonly continues after departure
What a holder is owed	A residual claim on the company, ranked behind a liquidation preference	Whatever the protocol confers — governance, fee access, staking rights, or nothing
What an exit looks like	Acquisition or listing of the company, distributed through a waterfall	Market liquidity in the token, with no waterfall and no ranking
Who maintains it	Company counsel and finance, usually in cap table software	Whoever the project assigned it to, usually in a spreadsheet

Describes the common two-entity pattern. Structures vary widely and the right one is a legal question specific to a project, its jurisdictions, and its facts.

The same person, twice, on different terms

The clearest way to feel the problem is to trace individuals across both registers. Consider four people at a token project three years in, and ask a simple question of each: what do they own, and what happens if they leave tomorrow?

Four holders, and how the two registers treat them
Who	On the company cap table	On the token cap table	If they leave tomorrow
Founding engineer	Common stock, fully vested after four years	A contributor token allocation on a separate four-year unlock that started at token launch, two years later	Keeps the stock. Keeps unlocking tokens for two more years unless the grant says otherwise — and many do not
Seed fund from the pre-token round	Preferred stock with a liquidation preference and pro-rata rights	A token allocation only if they signed a token warrant or side letter at the time	Nothing changes; both positions are already fixed
Series A fund that invested after launch	Preferred stock, later series, senior in the waterfall	Possibly nothing, if the token was already issued and the entity that issued it is not the one they invested in	Nothing changes, but their equity is a claim on a company that may not capture protocol value
Early user who received an airdrop	Not present at all	A meaningful balance, freely transferable, with voting weight in governance	Not applicable — they were never an employee, and can vote against the company

Where the two tables actively conflict

These are not edge cases. Each of the following is a live disagreement that has to be resolved somewhere, and resolving it in a document is far cheaper than resolving it in a dispute.

Recurring conflicts between the equity and token registers
Conflict	How it shows up	What it turns into if unresolved
Value migration	Protocol fees accrue to a treasury the company does not control, while the company bills for development services	Equity holders funding an entity whose upside lands somewhere they have no claim on
Instrument coverage	Some investors hold token warrants or side letters and some do not, depending on when they invested and what they negotiated	A two-tier investor base, and a most-favoured-nation argument at the next round
Pro-rata mismatch	Equity pro-rata rights are computed on shares; token entitlements were fixed as a percentage of supply at a different moment	An investor whose equity percentage and token percentage diverge, with no contractual mechanism to true up
Two definitions of fully diluted	Company FD includes the option pool and convertibles; token FD includes unissued supply and future emissions	Ownership percentages quoted in a data room that cannot be reconciled to each other
Governance divergence	The board controls the company; token holders control protocol parameters and treasury spend	A board decision the token holders can veto, or a governance vote the board is contractually unable to implement
Jurisdiction and tax	Equity income arises in the employment jurisdiction; token delivery may come from a different entity in a different country	Withholding and reporting obligations that nobody owns, discovered during diligence
Exit asymmetry	A buyer can acquire the company but cannot buy a token held by thousands of independent holders	An acquisition that delivers the team and the trademarks but not the network

The tension nobody can design away

Underneath all of that sits one irreducible trade-off, and it is worth stating plainly because most treatments of this topic tiptoe around it.

Equity investors want the token to be economically tied to the company they own. Every mechanism that ties it tighter — the company controlling the treasury, the company promising to deliver protocol upgrades, the company marketing token value to purchasers — is a mechanism that makes the token look more dependent on that company. And dependence on the managerial efforts of a promoter is precisely the axis on which securities analysis of a token turns.

The SEC, joined by the CFTC, addressed this directly in a joint interpretation issued on 17 March 2026 (Release Nos. 33-11412 and 34-105020). It describes a non-security crypto asset as becoming subject to an investment contract where an issuer makes representations or promises to undertake essential managerial efforts that lead purchasers reasonably to expect profits, and describes that asset as ceasing to be subject to one where purchasers can no longer reasonably view those representations as remaining attached to the asset — for example on completion or abandonment of the development the promises concerned. The same release set out a five-category taxonomy of crypto assets and addressed airdrops, protocol staking, and mining.

The practical consequence for the dual cap table is that the two registers are pulled apart by design. The company is encouraged to hold the token at arm’s length; the equity holders are compensated for that distance with a separate token instrument — see /equity/token-warrant for how those are usually structured — rather than with company control over token value. That is why the second register exists as a separate document, and why merging the two into a single ownership number is not just difficult but conceptually wrong.

Running both without losing track

A working discipline for two registers

Operational hygiene, not legal advice. What a specific project needs depends on its entities, jurisdictions, and auditors.

Name the entities and what each one issues
Write down, on one page, every entity in the group, what instruments it has issued, and who signs for it. A surprising number of projects cannot produce this page on demand, and every downstream problem starts there.
Map each person to both registers
For every contributor and investor, record whether they appear on the equity side, the token side, or both, and under which instrument. The people who appear on only one side are where the disputes come from.
Reconcile the two vesting clocks
Equity vesting and token unlocks start on different dates, run for different periods, and treat departure differently. Model both against the same calendar so the divergence is visible before someone resigns.
The token vesting calculator models the token side; the vesting calculator handles the equity side.
Keep the two definitions of fully diluted apart
Publish company fully-diluted share count and token fully-diluted supply as separate figures with separate definitions. Never combine them into a single ownership percentage — the units are claims on different entities.
Reconcile the token side against the chain on a fixed cadence
Compare modelled unlocks against actual contract releases, and treasury records against the addresses you believe you control. Treat any gap as an exception with an owner and a due date.
Review instrument coverage before each round
Check which investors hold a token instrument and which do not before you open a new round, because that is when the mismatch becomes a negotiation rather than a surprise.

Glide runs stablecoin treasury and multisig infrastructure, so the wallet side of the token register — who signs, what moved, and from which address — is territory we work in every day. The equity side is a different discipline with its own tooling; the point of this guide is that a project needs both to be legible at the same time, in the same review, against the same calendar.

Frequently asked questions

Why do crypto companies have two cap tables?

Because the company and the token are usually issued by different entities. An operating company raises equity and employs the team; a separate foundation or association issues the token and holds the treasury, often in a different jurisdiction and under different governance.

Do equity investors automatically get tokens?

No. Equity in the operating company is not a claim on a token issued by another entity. Investors who want token exposure negotiate a separate instrument — typically a token warrant or a token side letter — at the time they invest.

Can you combine the two into one cap table?

You can present them together, but you cannot add them. A share is a residual claim on a company and a token is a claim on, or a unit of, a network. A single blended ownership percentage would be a number with no defined meaning.

What happens to token unlocks when someone leaves?

It depends entirely on the grant documents and the vesting contract. Equity forfeits unvested shares by default; token unlock contracts commonly keep releasing on schedule unless a claw-back or revocation mechanism was built in deliberately.

Which cap table matters more in an acquisition?

Both, for different reasons. A buyer acquires the company through the equity waterfall, but cannot acquire a widely-held token that way. Deals in this shape usually have to address the token separately, and sometimes cannot address it at all.

Who is responsible for keeping the token register?

Nobody, by law — which is the problem. Corporate law makes the stock ledger somebody’s duty. The token register exists only because the project decides it should, and it tends to be maintained by whoever had the original spreadsheet.

Sources

Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets (Rel. 33-11412; 34-105020, 17 March 2026) — U.S. Securities and Exchange Commission, joined by the CFTCChecked 11 Aug 2026
Delaware General Corporation Law § 219 — stock ledger and inspection — Delaware CodeChecked 11 Aug 2026
H.R. 3633 — Digital Asset Market Clarity Act, 119th Congress — Congress.govPassed the House in July 2025; still pending in the Senate as of 11 August 2026.Checked 11 Aug 2026
Introducing UNI — an example of a published token allocation — Uniswap LabsChecked 11 Aug 2026

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Published: 11 Aug 2026

Glide · Equity