Ultimate startup cap table and return analysis template

Ultimate startup cap table example and return analysis template (UPDATED!)

Tl;dr: FREE cap table example! Learn how to read a cap table and manage it with a free cap table excel template to manage and track the capitalisation of your company. Manage your convertible note, seed round and series-a as well as ESOP option pool with this excel calculator. 

Who owns what’s in your startup?

If you are bootstrapped and making it work. Dude, hats off! You rock! You don’t need to really care about your ownership structure.

But… If you are like 99% of founders today who are building or hoping to build a VC investor funded startup, then I’m sorry!

Your cap table matters and this is why I am here, to show you how to create an ultimate startup cap table example and return analysis template

If you don’t care, that’s fine. But the moment you start talking to investors you will very quickly realize that the only thing investors care about is how much they own. They know that from your cap table.

cap table example

startup venture capital

Download the cap table example here

  1. Confirm your email
  2. The cap table will download in your browser and save to your downloads folder

What is a cap table?

It is an excel spreadsheet that shows the pro forma ownership of your startup in a ledger at different periods of time. It is a list of the shareholders and how much each person owns. It tells you how much money you will make if you exit, which is what I am sure you want to know!

Also read: ‘Why’ you are making a financial model for your fundraise is wrong

Why do you need a capitalization table?

Think of it this way, when you start out as a founder you own 100% of the company, right? Well, you raise a Seed round and now investors have a chunk. How do you know who owns what? The cap table tells you.

Furthermore, by having one properly set up, you can truly understand what you own in different scenarios, even after all sorts of complex things like effects of liquidation preferences, discounts on convertible debt, the option pool shuffle happens. More importantly, it helps you to not confuse ‘basic’ stuff like your ownership being based on post-money valuations and not pre-money.

A cap table is something that every startup needs, but something no one really knows how to do. Furthermore, there is an implied expectation that founders have one and know how to do them.

As an investor might say to a founder “Send me your cap table over this evening will you?”, with the founder saying “Sure!” only to go back to the office and say to their co-founder, “what the hell is a cap table?”

There is actually a pretty hilarious episode of the TV series ‘Silicon Valley’ entitled “The Cap Table” that goes exactly as above. Sensing the ignorance of the startup, Peter Gregory (the VC), goes into shock, exclaiming to his Associate, Monica, “What did I buy?”

He then goes on demanding a cap table and business plan from Richard (the protagonist of the series).

Richard doesn’t know what it is and goes to Wikipedia to find out:

cap table example

If you stare at an investor with a pale, blank face when questioned ‘what does your cap table look like?’ you can be pretty sure that what comes next will not be super auspicious.

FML. Cap table calculations.

Trust me, I know.

A couple of years ago I was just like you. I didn’t know anything about cap tables. Well, I knew something about them, just not much. I saw some super simple venture hacks model and their video, but frankly, that’s so ghetto simple. It seems like you know it all… but you really don’t.

The reality is far more complicated.

So I said screw it. Let’s do it.

The best way to learn is to do it yourself. So I locked myself up and just figured out how to make a pro forma capitalization table I would like myself.pitch deck

Do you know what? It’s been used thousands of times over the years. It’s crazy but it’s still my most downloaded tool every week.

Here’s the truth. I think it sucks ;). Meaning I can do better.

So I did.

This time I locked myself up for… 6 weeks.

I am not a lawyer, but no one on the internet shares any applied knowledge on cap table ownership.

So I figured it out. I’m sure some things are not perfect, but gosh darn, I’ve made some nerd porn!

Whether you want to do some basic stuff, or are a dap hand and know all the stuff most don’t know they don’t know… you can do it now.

I’ve made the most crazy update to the free cap table. Everything has changed.

I received a few feedback that the old model was hard to customize and add new investors. Let’s just say that is easy now!

But who really likes reading? Nah. Me neither.

So here is my gift to you.

I was told there was no real training on how to make a cap table. Hm. Fair point.

Want an intro into what the hell this model is? Ok.

Here is an intro video to the new cap table

Here is me thinking out loud and filling out a cap table for an imaginary startup, taking you step by step

Finally, if you want to get your dirty mittens on the FREE cap table model, tap the big black box on the right or below and the model will be emailed to you!

What will you get (for free)?

  1. Template, filled in cap table
  2. Blank cap table to start using

Ok, here is the box to get the model:

Some more reading:

You input all the shareholders here.

This drives the drop down menus

All the calculations that happen in the background are in this sheet

calculations sheet

All your common, seed, series-a cap tables are in this sheet

All your staff go in the ESOP ledger

You input all the terms for your convertible note investors in this ledger. You choose what round they will convert into

Your common ledger manages your shareholders and restricted common stock

This is your series-a ledger

You seed ledger manages the investors who invest in this stage, and if convertible note holders convert

Your deal assumptions go in here

cap table example

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Startup free capitalisation table fundraise invest

 

The old cap table example

For some reason, you may still want the old cap table. No worries. I’ll keep it alive for you… This is what’s left of the old post.

To help founders set up and maintain their cap table I took the liberty of making one for you.

Download the template here:

What my template cap table example does

The cap table enables you to understand the ownership of your company and how it evolves across multiple financing rounds, as well as play with all the assumptions to support how you structure your next financing round.

The template accounts for most for what you will typically see with investors. It covers you for:

  • Initial founder table
  • Angel investment (Both as convertible debt which converts at Seed stage and straight priced round)
  • Seed investment (Assuming 1x strategy preferred liquidation preference)
  • Series A, B and C (Again structured as the Seed investment)

In addition to the cap table, I have integrated a waterfall returns analysis so you can calculate exactly how much people will earn and at different exit valuation scenarios. I have not seen someone do this before, so I think it is pretty cool.

What my template cap table example does not do

As you are no doubt aware, things can get pretty complicated and therefore my model does not account for every scenario. Assuming you are dealing with reputable investors, you won’t ever really have to change this (Such as account for multiple liquidation preferences and participating preferred shares).

I do not assume that you will:pitch deck

  • Get funded with warrants
  • Assume there is a vesting schedule on shares (Though there is a switch to remove unissued shares from the ESOP pool)
  • Have debt and interest that converts to shares
  • Have multiple liquidation preferences
  • Participating preferred shares
  • Different terms for investors at each stage of funding

I am aware that there are additional things to add to the model, such as calculating effective valuations (Adjusted for ESOP issuance etc), which are just an FYI. Maybe I will upgrade the model in future. 😉

Important Disclaimer!

Your cap table is important. I did this myself and it has not been audited by anyone. You ultimately will need a lawyer to ratify it. I do not take any responsibility whatsoever for what you do with it.

Also, there is nothing new under the sun. I have reviewed all the publicly available cap tables (including one by S3 Ventures that was decent) and my model feeds on existing logic.

Also read: Key convertible note terms that no one understands and cost you big

User guide to the cap table example

I have made a rough guide to using the cap table template, which has been posted to SlideShare and is viewable below on this blog. You can download it if it is easier.

I have automated the whole model so there are only a few places you need to plug in your numbers. You need to understand the formulas too though, to comprehend what is actually happening and in case you need to account for variations of structures!

Have a play and let me know if you have any questions or feedback! There may well be errors, so help everyone out and share if you find something!

Download the template here:



Need a PRO capitalisation table? Head over here:

50Folds professional cap table template returns analysis

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Comments 23

  1. Post
    Author
    1. Thanks. I need to redo the model to include a lot more on convertible notes and make some things more simple to use.
      You haven’t been very clear- i dont know what you mean by block etc
      I presume you mean you negotiated something like a weighted-average ratchet with your angel?
      Firstly that’s pretty crappy terms for this early and secondly if you do a downround at next qualified financing for less than $1m, then your startup is in trouble.
      What you need to do is know the exact terms broad/narrow etc and put the into the seed sheet or angel sheet for conversion price. You can get math in places like this: http://www.startupcompanylawyer.com/2007/08/04/what-is-weighted-average-anti-dilution-protection/. Effectively the price per share they pay comes down and so get issued more shares. This means that you get diluted.

    1. Post
      Author
    1. Hi Andy,
      I have been using a plug-in called ‘social locker’ to test marketing strategies (Helps me stay relevant). You are the second person to comment on there being an issue.
      Will change the code and remove it presently.
      Thanks,
      Alex

  2. hello Alexander!
    I want tell you that i tried many different cap tables templates and this is 100% the best one!! Very very thanks!!

    I have a question for you.. if you can answer..
    My angel has an antidilution up to 1 milion
    In “Seed Cap Table” how could I block the dilution of angel investor?

    thanks a lot

    1. Sorry i replied to wrong person: Thanks. I need to redo the model to include a lot more on convertible notes and make some things more simple to use.

      You haven’t been very clear- i dont know what you mean by block etc
      I presume you mean you negotiated something like a weighted-average ratchet with your angel?
      Firstly that’s pretty crappy terms for this early and secondly if you do a downround at next qualified financing for less than $1m, then your startup is in trouble.
      What you need to do is know the exact terms broad/narrow etc and put the into the seed sheet or angel sheet for conversion price. You can get math in places like this:http://www.startupcompanylawye…. Effectively the price per share they pay comes down and so get issued more shares. This means that you get diluted.

  3. Hi,

    On all the subsequent funding sheets, you’ve missed out Founder #3 on the first (Founders Only) Table. See ‘Seed Cap Table’!B29 for example…

    Ishaan

  4. Hi

    You should add functionality to allow the user to choose model a convertible note, a SAFE, or a KISS.

    1. Alfred- Brr, not sure how much work that is. If there was a schedule of all the exact differences I would consider it. But I’m not going to read the docs to find every difference.

      1. Post
        Author
    1. Post
      Author
  5. Hey Alexander!

    I love the hard work you put into this. I have been watching the videos and following it step by step, however, there’s a lot of errors (some are calculation and some don’t and some are wrong). I used both the template and the blank version and I can’t find the source of the problem. Do you have an updated version?

    1. Post
      Author

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