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Best for forecasting a cap table through multiple rounds of fundraising, showing how dilution impacts shareholders and their ownership. Exit waterfall calculates how exit proceeds are distributed to investors and shareholders based on liquidation preferences and more.
  • Maintaining a clean, accurate cap table for an operating company is difficult, and especially difficult in Excel. But when you want to understand how a capitalization table works and forecast how rounds of financing impact ownership, valuation, dilution, and exit proceeds, a spreadsheet can be great.
  • This template is contained in all of the startup financial model templates, but it’s also available on its own for free. Please note that this template is created to demonstrate how a cap table works. Once you’re running a company, I highly suggest checking out an online cap table management platform, including eShares, Captable, Visible, Capshare and others.
  • Businesses raising venture capital by equity, convertible note and SAFE instruments.
  • As a former VC, mentor, advisor, and a consultant, I’ve built hundreds of cap tables for entrepreneurs to show how the mechanics of fundraising rounds work, and how funding decisions impact the future of their businesses. I built this to help entrepreneurs make critical fundraising decisions. More about me here.
  • Model covers:
  • How share prices, share issuances and valuation through multiple rounds of financing impacts the value and ownership of founders and investors (e.g. dilution)
  • How a convertible note converts to equity and how discount rate and cap impacts conversion
  • How a premoney and postmoney option pool works, and the mechanics behind how each impacts valuation
  • How liquidation preferences work, including participating preferred and participation caps
  • How to create a waterfall analysis of proceeds to different classes of investors at exit.
  • 1. FAQ. Description of model, background, and how to use it.
  • 2. Cap Table. Sheet outlines multiple rounds of investment, breaks down ownership in common and preferred shareholders, and details an exit waterfall distributing proceeds to shareholders bassed on model assumptions.


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