Financial model template to create a capitalization table through multiple rounds of investments, and forecast how investment rounds impact ownership, dilution, valuations, and distribution of proceeds to entrepreneurs and investors through a detailed exit waterfall.
The cap table and exit waterfall are intended to be instructional tools to analyze how raising investment capital impacts cap tables, ownership, and proceeds at exit to shareholders of a company. Use in Microsoft Excel or Google Sheets; all cells and formulas are unlocked for editing and transparency, add on or edit for your specific situation.The base cap table is extendable to as many rounds as you need to model - simply highlight the columns for a full round's calcs and paste to the right - and the exit waterfall is similarly extendable.
You may want to alter the model to fit your desired layout and formatting, or to modify it to fit your specific usecase, and that's great; I highly encourage you to learn how to build your own cap table (and exit waterfall) specific to your situation, and my goal for this template is for it to an educational tool, and not just an executional template. I have spent hundreds of hours working on the structure, design, and terminology used in the model based on using this tool with founders, investors, and lawyers, as well as teaching people the core concepts.
The base cap table and exit waterfall can also be used to scenario modeling future rounds and exit distributions to shareholders, and built to be easy to use from an export of a share register from any of the online cap table management platforms.
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I am a fan of Angelcalc for analyzing investment rounds, which does a good job of allowing you to model different rounds, different types of investments (equity, convertible notes, premoney and postmoney SAFEs), and seeing how the cap table changes (ownership, dilution, and more) when new rounds happen.
Tactyc's Cap Table Calculator and Carta's Safe and Convertible Note Calculator are two other tools that will automatically take inputs around your cap table and convertible instruments and calculate how they convert in equity rounds.
I do not build my spreadsheet to be a tracking or cap table management tool, which is why it does not handle some specific functions to track options vesting and per-investor details; Alexander Jarvis provides a spreadsheet that is intended to be a cap table tracking tool with more features to support that usecase.
Once you're running a company, I highly suggest using an online cap table management platform, as it will provide more functionality and features to help make sure that all the details are correctly entered and maintained, which is one of the difficult things to handle with spreadsheets. A few to consider:
Each sheet in the model is detailed below, with links to documentation as relevant.
Contact into, overview on model. Safe to delete or hide. Details on the colors and formatting in the model at Model Formatting.
Example Cap Table
Core cap table example, used to model 1+ rounds of issuing equity to investors (new and proratas to existing investors), as well as converting premoney and postmoney SAFEs, convertible notes, issuing option pools, and more.
Example Cap Table, Issuing Equity
Example cap table, only modeling the issuance of an equity round
Example Cap Table, Issuing Options
Example cap table, modeling the issuance of an equity round and an option pool
Example Cap Table, Converting SAFEs and Notes
Example cap table, modeling the issuance of an equity round and converting SAFEs and Convertible Notes
Example Exit Waterfall
Core exit waterfall example, using a predistribution cap table and assumptions for exit prices to calculate equity distribution to each class of shareholder, using pari-passu or seniority by shareholder class, based on liquidation preferences, optional participation rights, optional dividends, option and warrant exercise based on strike prices, and more.
Links to other models and resources for modeling venture capital funds and investments, from around the web. Safe to delete or hide.
Glossary of key terminology in the model. Safe to delete or hide.
List of what has been changed in model versions. Safe to delete or hide, although I'd advise to hide (instead of delete) so can always check to see what model version you are using to compare to future changes.
Live masterclass for founders, investors, and lawyers to learn the structures and math for building cap tables and exit waterfalls.
Join the masterclass for 4 live, 1.5 hour sessions to learn the terms, math, and important insights about how equity, convertible notes, SAFEs, and option pools impact cap tables, dilution, and ownership.
Taylor Davidson, Founder, Foresight
I created the financial models behind Foresight so early-stage entrepreneurs can spend less time on finance and more time on their products. I care about financial modeling because I believe that financial models can help us make critical business decisions even if the models themselves are not “always right”. Financial models can help even the earliest entrepreneurs if we build “minimum viable models” to focus on the decisions that matter most.
You will have the option to download a Microsoft Excel .xlsx file and copy a Google Sheet file immediately after purchase or submission or your email, and anytime through the link in your email receipt, as well as by logging into my transaction provider at Gumroad and creating an account.
Foresight's spreadsheet models can be used in both Excel and Google Sheets interchangeably; simply upload the Microsoft Excel model template from Foresight into Google Sheets, or download the Google Sheets to Excel, and everything will structurally work fine.
The models are originally built in Google Sheets, and the formatting is a bit better in Google Sheets; in Excel you may want to adjust the row spacing, fonts, and chart formatting to get the aesthetics you want.
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