Map Nori's YC S26 Cap Table: The 5 Checks Founders and Investors Need Before the Next Raise

The trap: a hardware launch is not a clean SaaS cap table

Put Nori on the whiteboard before the next raise. The trap is treating a hardware launch like a clean SaaS cap table. Nori is assembled in San Francisco and is listed at $1,688 as a full price with no deposit. The robot is described as capable of supporting day-to-day home tasks. It has 7+1 degrees of freedom and a 1.5 kg payload capacity per arm. It has a stated battery life of 6 to 8 hours.

A robotics startup can look like a consumer product on the surface and like a capital-intensive manufacturing business underneath.

For first-time robotics founders, this is the difference between a product launch and a company you can raise on.

For early investors, it is the difference between a demo and a defensible cap table.

The rule: five checks before the next raise

Put it on the whiteboard: use five checks. They are not legal advice, but they are the questions a founder or investor should answer before signing anything.

SAFE conversion terms

Start with the SAFE conversion terms. A SAFE is a short-term funding note that can convert into equity later, usually when a round with a clear company value happens. Where this bites is the assumption that the conversion price, the cap that limits the conversion, the discount, or any special conversion rights are the same as the last round. The fix is to model the conversion before the raise, not after the written offer arrives.

If the SAFE converts at a lower effective price than the new round, early investors take more equity. If it converts at a higher effective price, they take less. Either way, the new cap table changes.

Founder vesting schedule

Next, confirm founder vesting. Founder vesting means the founders earn their shares over time, usually tied to continued work. The trap is assuming a founder's full share package is already vested. The rule is to ask what happens if a founder leaves, slows down, or stops being the day-to-day operator.

For a hardware company, that question is sharper. The product may depend on one founder's design knowledge, supplier relationships, or regulatory instincts. If that person is not vested, the company's equity story is less stable than it looks.

Option pool size

Third, size the option pool. An option pool is the reserve of shares set aside for future employees, advisors, and contractors. The trap is a pool that grows silently during a raise. The rule is to agree on the pool size before the new investors price the round.

A larger pool can dilute existing holders if it is created before the new investors price the round. A smaller pool may leave the company unable to hire the engineers, supply-chain staff, and support people a hardware business needs.

Hardware burn and inventory runway

Fourth, model hardware burn and inventory runway. This is the cash needed to build, test, ship, repair, and support the robot. The trap is treating inventory like a line item. The fix is to treat it like a working-capital engine: parts, assembly, shipping, warranty, returns, and customer support all consume cash.

A consumer robot can look profitable on a price tag, but the cost of goods, spare parts, and service can eat the margin. If the company is selling units before it has a clear path to unit economics, the next raise may be about survival, not growth.

Pre-money dilution before the next raise

Fifth, calculate pre-money dilution before the next raise. Pre-money dilution is the percentage of the company that existing owners lose when new investors buy in. The trap is negotiating only the amount of money raised. The rule is to negotiate the ownership percentage and the ownership split after the new money is in.

If the founders, employees, and early investors are diluted too much, the company may raise enough cash but lose the incentive structure that made the team work hard. If they are diluted too little, the new investors may not get enough ownership for the risk they are taking.

The whiteboard recap

If you are standing in front of the board, write these five lines before the next raise.

• SAFE conversion terms: model the conversion price, discount, and cap before the new round.
• Founder vesting: confirm what is vested, what is unvested, and what happens if a founder leaves.
• Option pool: agree on the pool size before pricing the round, not after.
• Hardware runway: model parts, assembly, shipping, warranty, returns, and support cash needs.
• Pre-money dilution: calculate the ownership percentage lost by existing holders before the raise.

Nori's launch is the product story; the cap table is the ownership story. If you can answer those five questions, you are not guessing at the cap table. You are pricing the risk.