What is a Cap Table?

A cap table, short for capitalization table, is the full record of:

all ownership-interest holders in an SPV

documenting each investor's position size

percentage ownership

claim on distributions

maintained on-chain

reconciled with the transfer agent's investor registry.

What a Cap Table Shows

The cap table lists every investor:

who holds an ownership interest in the SPV

the number of units or tokens each investor holds

the percentage of total ownership each position represents

the date of acquisition.

For SPVs with multiple classes of interests (preferred and common, for example), the cap table also shows which class each investor holds.

The cap table is the input for distribution calculations. When the SPV distributes net income to ownership-interest holders. Cap tables function as authoritative records for tax reporting, K-1 and Schedule K allocation, preferred return calculation, and waterfall distribution verification. The distribution engine references the cap table to determine how much each investor receives based on their proportional ownership and the waterfall structure defined in the operating agreement.

On-Chain Cap Table vs. Traditional Cap Table

In traditional real estate, cap tables are maintained in spreadsheets or fund administration software. Updates require manual entry, and reconciliation between the cap table and the actual ownership records can introduce errors or delays.

In tokenized real estate, the cap table exists on-chain. Every issuance and transfer updates the token ledger automatically, which means the cap table is always current.

The on-chain cap table is reconciled with the investor registry maintained by Securitize. The blockchain shows which wallets hold which tokens. The investor registry shows which verified investors control those wallets.

Modern cap table management has become increasingly sophisticated through digital platforms providing real-time tracking of ownership percentages, waterfall calculations, distribution schedules, and investor metrics.These platforms integrate with accounting systems automatically tracking capital contributions and distributions.

Together, they provide a complete, real-time cap table that is both technically and legally accurate.

Why Cap Table Accuracy Matters

An inaccurate cap table leads to incorrect distribution payments, misstated ownership percentages, and governance errors. In a traditional fund structure, cap table errors are corrected through manual reconciliation. In tokenized structures, the on-chain ledger provides a continuous, auditable record that reduces reconciliation risk.

Cap table accuracy is also critical for tax reporting. K-1 statements issued to investors must reflect their actual ownership and income allocation.

Errors in the cap table propagate into tax filings, creating compliance exposure for both the SPV and the individual investor.

Cap Table at Node Proptech

Each Node SPV maintains an on-chain cap table that updates in real time with every subscription and transfer. The cap table reconciles with Securitize's investor registry and feeds into the automated distribution layer that delivers payouts in USDC.

Cap table data is included in the investor reporting prepared by Ocorian and audited by Forvis Mazars.Institutional-quality funds provide monthly updates showing ownership percentages, contributed capital, capital remaining, cumulative distributions, and estimated returns.

Analyzing distribution patterns identifies whether waterfall provisions functioned as intended.

Historical cap tables provide prospective investors with insight into whether sponsor and investor interests remained aligned throughout holding periods.