# Capital Raising A staged fundraising plan: three priced equity rounds plus a venture-debt tranche. Tracks pre and post money, price per share, ESOP top-up, dilution per round, full cap table across initial and post-round states, use-of-funds allocation by round, and a 24-month runway with monthly burn and debt interest service. - Canonical: https://finamodel.com/templates/capital-raising - Excel download: https://finamodel.com/templates/capital-raising.xlsx - Category: Corporate Finance - Model type: Operating model - Difficulty: Intermediate - Audiences: Founders & operators, CFOs & FP&A, Founders, Operators, VC analysts - Tags: fundraising, dilution, cap table, esop, runway ## Overview A capital-raising model maps a staged fundraising plan across three priced equity rounds (Seed, Series A, Series B) plus a venture-debt tranche and shows the founder, CFO, or operator exactly how each tranche flows through the cap table, the use-of-funds plan, and the 24-month cash position. The workbook is organised around an Assumptions sheet that holds every driver as a named range, a Rounds sheet that owns the share math, a Cap_Table sheet that translates that math into ownership %, a Use_of_Funds sheet that allocates spend, a Runway sheet that lays the cash out month by month, and a Summary sheet that pulls the top-line outcomes onto one page. The Rounds sheet implements the standard option-pool shuffle: at every priced round, price per share = pre-money × (1 − ESOP_topup_pct) ÷ prior_total_shares, so the refreshed pool dilutes existing holders pre-money rather than the new lead. New investor shares = raise ÷ price, and the ESOP top-up shares are sized so the pool equals the target percentage of the post-money fully-diluted share count. The venture-debt tranche injects cash without issuing equity; the Cap_Table sheet carries the post-Series-B share count forward through the debt close. The Use_of_Funds matrix multiplies each round's raise by the five category percentages (R&D, S&M, G&A, capex, working capital) so the spend narrative ties to the same source as the cap table. The Runway sheet places each raise in the right close month, compounds operating burn off the month-1 burn rate at a configurable growth rate, and starts debt interest service from the debt close month onward (principal × annual rate ÷ 12). The Summary sheet rolls the workbook into a one-page IC view: total raised across equity and debt, founders ending stake, ESOP ending stake, investors ending stake, final post-money valuation, price lift Seed-to-B, closing cash at month 24, months of runway at month-1 burn, and total capital deployed. Founders, CFOs, operators, and VC analysts use the template for term-sheet negotiations, board capital-plan reviews, and use-of-funds storytelling - flexing pre-money, raise amount, and ESOP top-up sees the dilution lands on founders, existing investors, and the new lead in real time. ## What's included - Four-tranche raise: Seed, Series A, Series B priced equity plus venture debt - Per-round share math: pre / post money, price per share, new investor shares, ESOP top-up shares, dilution this round - Cap table across initial and post-Seed / post-A / post-B / post-Debt states with share count and ownership % per stakeholder - Use-of-funds matrix across five categories (R&D, S&M, G&A, capex, working capital) by round - 24-month Runway with opening cash, raises drawn at the close month, compounding operating burn, debt interest service - Summary with total raised, founders ending stake, final post-money, price lift Seed-to-B, closing cash, months of runway - Rounds sheet with pre / post money, price per share, new investor shares, ESOP top-up shares, dilution per round - Cap table across initial state and post-Seed / post-A / post-B / post-Debt states with share count and ownership % per stakeholder - 24-month runway with opening cash, raises drawn at the close month, operating burn, and debt interest service ## How the Capital Raising Model Works: A Plain-English Guide This capital raising model maps a staged venture funding plan: three priced equity rounds plus a venture-debt tranche. It tracks pre- and post-money, price per share, ESOP top-up, dilution, cap table, use of funds, and a 24-month runway. The guide explains the operating drivers, the calculation flow, the outputs, and where the template fits in practice. ### What Drives the Capital Raising Plan The plan starts from a small set of operating and financing assumptions. Company drivers cover pre-raise founder shares, the initial ESOP pool, monthly burn, burn growth, and opening cash. - Deal drivers set the pre-money valuation, amount raised, ESOP top-up, and close month for each priced round. A SAFE block handles the pre-seed convertible, while a venture-debt block captures principal, interest, interest-only period, amortisation, warrant coverage, final-payment fee, and original issue discount. - A use-of-funds block holds five categories across four round columns, and an exit block sets the liquidation preference multiple and participation toggle. A scenario toggle switches selected Base, Bull, and Bear values for burn and Series A/B terms. ### The Calculation Flow from Assumptions to Cap Table Assumptions feed a strict top-down flow. Rounds compute each round's price per share and share counts, resolving the option-pool top-up and new investor shares together so the new lead's ownership matches the amount raised relative to post-money. - Cap_Table carries stakeholder shares and ownership percentages across five states, incorporating SAFE conversion and lender warrants. Use_of_Funds allocates each round's proceeds across categories. - Runway combines opening cash, equity inflows, net debt drawdown, compounding operating burn, and debt service over 24 months. Debt_Schedule rolls the loan balance through interest-only and amortisation phases. Exit_Waterfall applies liquidation preferences first, then distributes the residual. Checks read across the sheets to verify ownership totals, price progression, identity ties, and debt amortisation. ### Outputs You Can Review The Summary sheet brings the headline answers onto one page: total raised, ending founder ownership, runway months, cash trough, and a bridge-financing flag when closing cash falls below zero. Cap_Table shows who owns what after each round, including the effect of ESOP top-ups, SAFE conversion, and lender warrants. - Rounds reports the price per share and the new-lead identity check for each round. Use_of_Funds shows the per-round mix across research and development, sales and marketing, general and administrative, capital expenditure, and working capital. - Exit_Waterfall displays each stakeholder's distribution under the chosen liquidation preference and participation setting. The Checks sheet lists eighteen pass or fail formulas so a reviewer can see whether the model's internal relationships hold. ### Practical Use and Scope This template is built for term-sheet negotiation, board capital-plan reviews, and ownership-arithmetic teaching, serving founders, finance leads, and investors. It lets a user change a round's pre-money, raise, or ESOP top-up and see the resulting dilution and ending stake, or switch to a stressed case to see when cash runs short. - Runway uses a trailing average of recent operating burn so the divisor reflects current spending rather than the first month. Debt service carries through to the cash schedule, and lender warrants appear in the cap table. - The public download is a values-only preview, so formulas and live recalculation are not included; it shows the model's structure and intended outputs. ## Built for staged fundraising Most early-stage companies raise three priced rounds before either an IPO or a meaningful debt layer. This template lays the full plan on one set of sheets so dilution, valuation, and cash all reconcile. ## Designed for term-sheet review Every input - pre-money, raise amount, ESOP top-up % - is a single named-range cell. Flex any one and the cap table, use of funds, and runway recompute instantly so a term-sheet variant is one cell-edit away. ## Audit-friendly mechanics Every formula is one or two operations, every Assumptions row is referenced downstream, and the workbook passes static-value, self-reference, dead-assumption, and unused-named-range scans. ## Built for staged fundraising Most early-stage companies raise three priced rounds before either an IPO or a meaningful debt layer. This template lays the full plan on one set of sheets so dilution, valuation, and cash all reconcile. ## Designed for term-sheet review Every input - pre-money, raise amount, ESOP top-up % - is a single named-range cell. Flex any one and the cap table, use of funds, and runway recompute instantly so a term-sheet variant is one cell-edit away. ## Audit-friendly mechanics Every formula is one or two operations, every Assumptions row is referenced downstream, and the workbook passes static-value, self-reference, dead-assumption, and unused-named-range scans. ## Workbook structure ### Cover Workbook overview, sheet legend, and tab-colour key for navigation. - Title and scope framing - Sheet-by-sheet purpose summary - Tab-colour legend ### Assumptions Every driver in one sheet: founders, ESOP, burn, four-tranche round inputs, use-of-funds mix. - Founder shares and initial ESOP pool - Monthly burn at month 1 plus monthly burn growth - Per round: pre-money, raise amount, ESOP top-up %, close month - Venture-debt principal, interest rate, close month - Use-of-funds mix across five categories ### Rounds Per-round pricing and share math: pre / post money, price, new shares, ESOP top-up, dilution. - Pre-money, raise, post-money per round - Price per share = pre × (1 − ESOP_topup) ÷ prior_total_shares - New investor shares = raise ÷ price - ESOP top-up shares sized to refreshed pool target - Total shares post and dilution per round ### Cap_Table Share count and ownership % per stakeholder across initial and post-round states. - Six stakeholders: founders, ESOP, Seed, Series A, Series B, lenders - Five state columns: initial, post-Seed, post-A, post-B, post-Debt - Per-state total shares with a reconciling total row - Ownership % per stakeholder, summing to 100% in every state ### Use_of_Funds Spend allocation across five categories and four rounds with row and column totals. - Categories: R&D, S&M, G&A, capex, working capital - Per-round category amount = round raise × category % - Row totals across all four rounds - Column totals across all five categories ### Runway 24-month cash with raises drawn at the close month, compounding burn, and debt interest service. - Opening cash → raises drawn → operating burn → closing cash - Operating burn compounds on month-1 burn at Burn_Growth - Debt interest service = Debt_Principal × Debt_Interest ÷ 12 from debt close onward - Cumulative raised and cumulative burn lines ### Summary One-page rollup: capital, dilution, valuation, runway, use of funds. - Total raised split into equity and debt - Founders / ESOP / investors ending stake - Final post-money and price lift Seed-to-B - Closing cash at month 24 and months of runway at month-1 burn - Capital deployed across all use-of-funds categories ### Cover Workbook overview, sheet legend, and tab-colour key for navigation. - Title and scope framing - Sheet-by-sheet purpose summary - Tab-colour legend ### Assumptions Every driver in one sheet: founders, ESOP, burn, four-tranche round inputs, use-of-funds mix. - Founder shares and initial ESOP pool - Monthly burn at month 1 plus monthly burn growth - Per round: pre-money, raise amount, ESOP top-up %, close month - Venture-debt principal, interest rate, close month - Use-of-funds mix across five categories ### Rounds Per-round pricing and share math: pre / post money, price, new shares, ESOP top-up, dilution. - Pre-money, raise, post-money per round - Price per share = pre × (1 − ESOP_topup) ÷ prior_total_shares - New investor shares = raise ÷ price - ESOP top-up shares sized to refreshed pool target - Total shares post and dilution per round ### Cap_Table Share count and ownership % per stakeholder across initial and post-round states. - Six stakeholders: founders, ESOP, Seed, Series A, Series B, lenders - Five state columns: initial, post-Seed, post-A, post-B, post-Debt - Per-state total shares with a reconciling total row - Ownership % per stakeholder, summing to 100% in every state ### Use_of_Funds Spend allocation across five categories and four rounds with row and column totals. - Categories: R&D, S&M, G&A, capex, working capital - Per-round category amount = round raise × category % - Row totals across all four rounds - Column totals across all five categories ### Runway 24-month cash with raises drawn at the close month, compounding burn, and debt interest service. - Opening cash → raises drawn → operating burn → closing cash - Operating burn compounds on month-1 burn at Burn_Growth - Debt interest service = Debt_Principal × Debt_Interest ÷ 12 from debt close onward - Cumulative raised and cumulative burn lines ### Summary One-page rollup: capital, dilution, valuation, runway, use of funds. - Total raised split into equity and debt - Founders / ESOP / investors ending stake - Final post-money and price lift Seed-to-B - Closing cash at month 24 and months of runway at month-1 burn - Capital deployed across all use-of-funds categories ## Features - **Option-pool shuffle baked in:** Each priced round's price per share is reduced by the ESOP top-up percentage so the refreshed pool dilutes existing holders pre-money rather than the new investor, mirroring the standard term-sheet mechanic. - **Debt without equity dilution:** The venture-debt tranche injects cash and adds monthly interest service to the runway but does not issue new shares, so the post-Series-B cap table carries forward unchanged through the debt close. - **Runway aware of every tranche:** The Runway sheet places each raise in the right close month and starts debt interest service from the debt close month onward, so the closing-cash line traces the full capital plan from month 1 to month 24. ## Use cases - **Term-sheet negotiation:** Flex the pre-money, raise amount, and ESOP top-up percentage on the Assumptions sheet to see exactly how dilution lands on founders, existing investors, and the new lead before signing the term sheet. - **Board capital-plan review:** Walk the board through a three-round plan plus venture debt with the Summary's total raised, final post-money, founders ending stake, and months of runway sitting on one tab. - **Use-of-funds storytelling:** Show LPs or new investors exactly how each tranche is being deployed across R&D, S&M, G&A, capex, and working capital so the raise narrative ties cleanly to the operating plan. ## Frequently asked questions ### What is a capital-raising model? A capital-raising model maps a staged fundraising plan across multiple priced equity rounds and any debt tranches, then shows how each raise flows through the cap table, the use-of-funds plan, and the cash runway. It is how founders and CFOs pressure-test a multi-round plan before the first term sheet is signed. ### How is the ESOP top-up modelled? Each priced round's price per share is reduced by (1 − topup_pct) so the refreshed option pool dilutes existing holders pre-money rather than the new investor. The top-up shares are then sized so the pool equals the target percentage of the post-money fully-diluted share count. This is the standard term-sheet mechanic. ### Why does the venture-debt round show zero dilution? The venture-debt tranche is modelled as senior secured term debt with no warrants. Cash comes in, monthly interest service is added to the runway from the debt close month onward, and the equity cap table is unchanged. Add warrant coverage by issuing lender shares at the Series B price if your facility has penny warrants. ### Can I change the round count or add a Series C? Yes. The builder is parameterised around four named round blocks. Add a new block in Assumptions, register a named range, extend the Rounds and Cap_Table sheets to add a state column, and update the Runway raise-in formula to include the new close-month branch. ### How does monthly burn growth work? Burn growth compounds on the month-1 burn rate (Monthly_Burn_M1 × (1 + Burn_Growth)^(month − 1)) so the curve is deterministic regardless of when raises land. Set Burn_Growth to 0% for flat burn, 2–3% for modest scale-up, or 5%+ for aggressive hiring. ## Related templates - [Cap Table Management Model](https://finamodel.com/templates/cap-table-model) - [Convertible Note and SAFE Model](https://finamodel.com/templates/convertible-safe-model) - [Pre-Seed Startup Financial Projection Model](https://finamodel.com/templates/pre-seed-pitch-model)