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Cap Table & Dilution Modeller

Know exactly who owns what – today, after the next round and on exit

£20

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Cap Table & Dilution Modeller

Overview

A capitalisation table (cap table) is the list of who owns the company: every shareholder, every class of share, every option and every convertible instrument that may turn into shares. It sounds simple, but it quickly gets complicated once you have angels, a seed fund, preference shares, an option pool, advance subscription agreements (ASAs) and loan notes. Investors, lawyers and buyers will all ask for it, and they will check it line by line. This workbook keeps the cap table in one place, builds it from a full log of share movements so it always reconciles, and lets you model the next funding round and what everyone would receive if the company were sold.

Price
£20
Who it’s for
Planning & Finance
Works with
Microsoft Excel for Windows and Mac
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See how it works

A walk through the main sheets

The sheets you will use most, in the order you will use them – shown with the sample data every workbook comes with.

Step 1

Shareholders

The register of people and entities, with shares, options, convertibles and fully diluted %. What you do: add each holder; keep names consistent.

Shareholders
Share Log

Step 2

Share Log

Every share movement – the source of the cap table. What you do: add each movement in date order.

Step 3

Options & Convertibles

Option pool, option grants with vesting, and ASAs, SAFEs and loan notes. What you do: add grants and convertibles; update exercises, lapses and status.

Options & Convertibles
Rounds

Step 4

Rounds

Funding history: price, valuation and ownership after each round, with a chart. What you do: add each round's name, date, pre-money (optional) and pool size.

Who it is for

Made for people like you

  • Example – text
  • Founders and CEOs – A clear view of your ownership today, how much the next round and option pool will dilute you, and what you'd receive on an exit.
  • Finance directors and company secretaries – A share log that rebuilds the register of members, with checks that catch missing holders, overdrawn transfers and mismatched option exercises.
  • Investors and boards – Fully diluted ownership by class and by holder, the effect of convertible notes and the exit waterfall at several valuations.
  • Accountants and advisers – A transparent model of share rights – liquidation preferences, participation, caps, seniority and anti-dilution – to support advice and due diligence.

Quick start

Up and running in minutes

  1. Example – text
  1. Setup – Enter the company name, report date and incorporation date. Then set up each share class and its rights – copy them from your articles of association and any investment agreement.
  2. Shareholders – Add everyone who holds shares, options or convertibles, or who will invest in the next round. Pick a category for each (Founder, Employee, Angel investor, Venture fund, Corporate investor or Other).
  3. Rounds – List each funding round (or key date you want to see on the chart) with its close date and the total option pool reserved after it.
  4. Share Log – Enter every share movement in date order: issues, conversions, option exercises, transfers, buy-backs and cancellations. Use the Round column to link issues to a round.
  5. Options & Convertibles – Enter each option grant (with what has been exercised or lapsed) and each ASA, SAFE or loan note.
  6. Check – Look at the Dashboard's 'Checks and alerts' table and the Check columns on Shareholders and the Share Log. Fix anything red.
  7. Model – Use Next Round to test round terms and Exit Waterfall to see who gets what at different sale prices.
  8. Keep it up to date – Add new log entries as they happen and change the report date (or leave it as =TODAY()).

Key features

  • A share log for issues, conversions, option exercises, transfers, buy-backs and cancellations (500 rows) that builds the cap table by class, with votes and fully diluted ownership.
  • Share classes with liquidation preference multiples, participation (with caps), seniority, conversion ratios and anti-dilution – ordinary, A/B ordinary and preference shares.
  • An option pool and grants register with vesting, plus ASAs, SAFEs and convertible loan notes with interest, discount and valuation cap.
  • Next-round modelling (pre-money, raise, pool top-up and note conversion, pre- or post-money), an exit waterfall at four exit values, anti-dilution maths and a dashboard.

What’s included

  • Dashboard – Ownership, dilution, exits and checks
  • Setup – Company details and share class rights
  • Shareholders – The register of holders
  • Share Log – Every issue, transfer and buy-back
  • Options & Convertibles – Option pool, grants, ASAs, SAFEs and loan notes
  • Rounds – Funding history and dilution
  • Cap Table – Fully diluted cap table by class
  • Next Round – Price, pool top-up and conversions
  • Exit Waterfall – Who gets what on a sale
  • Waterfall Workings – Workings for the waterfall
  • Anti-Dilution – Down-round protection maths
  • Guide – How to use this workbook

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