Cap Table Model Example

The cap table is driven by inputs such as founder shares, ESOP issued and available, SAFE investments with caps and discounts, and four priced rounds: Seed, Series A, B, and C. Each priced round includes pre-money valuation, investment amount, liquidation preference, ESOP expansion, preference type, cap multiple, anti-dilution selector, and pro-rata flag.

• Six exit dollar values and an exit date define exit scenarios. These inputs feed ownership stages and downstream calculations.
• The foundation matters because ownership percentages and share counts depend on how initial equity is split and how each financing event adds shares and preferences.

New shares in a priced round are derived from investment and pre-money valuation, producing a price per share that ties to the investment. SAFEs convert at the Seed round using the lower of a cap price or discounted Seed price; a post-money toggle switches the cap treatment.

• Anti-dilution ratios apply to later rounds based on each holding round's selector, cascading multiplicatively. The Cap_Table layout shows five stages—Founding, Post-Seed, Post-A, Post-B, Post-C—each with shares and ownership columns for founders, ESOP, SAFEs, and investors.
• Conversion ratios and a founder vesting memo appear below the main metrics.

The waterfall allocates exit proceeds across six scenarios. Preferred classes are processed by seniority, from Series C down to Seed, with each class deciding whether to take its preference or convert to common.

• The decision compares as-converted pro-rata value against preference amount. Non-converting classes receive preference payments from remaining proceeds; converting classes share the residual based on converted shares.
• Common holders—founders, ESOP, and SAFEs—receive the residual in proportion to the residual share base. Participating preferred combines preference and residual participation, while capped participation limits total payout to a multiple of investment.

Total distributions always equal the exit value.

The model reports ownership and dilution at each stage, per-class conversion ratios, investor distributions, MOIC, IRR, and ownership at exit. The Conversion_Analysis tab shows whether each preferred class converts at each exit scenario and identifies an indifference exit value.

• The Returns tab provides MOIC and IRR for all six scenarios side by side. Checks validate ownership totals, share math, waterfall budget, SAFE conversion, and MOIC sanity.
• This allows founders and investors to examine how different exit outcomes affect each shareholder class and to test the impact of financing terms on ultimate proceeds.