
Use cap tables to allocate shares at startup inception and during fundraising rounds for founders and investors. Model ownership targets, satisfy reporting or KYC requirements, and understand exit distributions.
Discover tools for cap table management, from Google Sheets to advanced software like Carta and Pulley, and learn how Google Sheets underpins understanding of complex cap tables.
Explore cap table basics, including esop, allocated and unallocated shares, and extension shares. Compare common and preferred shares and understand fully diluted cap tables and outstanding shares.
Explore how esop plans motivate startup teams with pools and allocations, and explain the 1-year cliff and 4-year vesting that shape incentives.
Explains common vs. preferred shares and who owns them. Outlines key investor rights such as liquidity preference, anti-dilution, pro-rata, and voting rights.
Compare cap tables with shares outstanding and fully diluted cap tables to show differences for founders and investors, including esop, safe notes, and convertible debt.
Learn how convertible debt agreements convert to shares at next financing or maturity, with terms like valuation cap, discount, interest, and maturity date, and how qualified financing affects cap.
Two investors trade shares to exit investments in secondary transactions, not fundraising, with price per share often discounted based on last round, company performance, and share type.
Compare the main transaction types: equity rounds, safe notes, convertible loan agreements, and secondaries, and learn how fundraising intent, share timing, and documentation complexity shape cap table outcomes.
Learn rules for working with inputs in cap table models: track currencies, color-code facts and assumptions, keep formulas dynamic, and source inputs from investment agreements and involved parties.
Format your cap table to improve readability by adjusting font size to 9, updating headers with bold and colors, and adding borders to separate pre-money and post-money sections and totals.
Enable iterative calculations to handle circular references in cap tables, where ESOP as a post-money percentage affects total shares, and fix issues by deleting the problematic cell and undoing.
Build your first cap table by calculating price per share, pre-money and post-money, and investor allocations from founders, angels, and two VCs.
Model and allocate ESOP in a post-money cap table, distinguishing allocated, unallocated, and ESOP extension, and calculate 278 new ESOP shares to reach 10% post-round.
Model a complex cap table for an equity round, including ESOP allocation, pre-money valuation, round size, and pro-rata investments by VCs and a lead investor.
Develop an equity round model with a SAFE note conversion, ESOP extension, and Series A post-money fully diluted cap table, using a 15 million cap and 1 million investment.
Model a convertible loan conversion into equity by calculating interest, conversion price using post-money cap and discount, and updating ESOP and Series A cap tables.
Model a secondary transaction and alternative cap table setup with a 40% discount to last round price, and determine business angels' cash flows and VC A ownership at 26.67%.
Small errors in Cap Table modelling might cost you millions of dollars at the exit.
This course will help you avoid them.
You will learn both the Theory and Practice:
Theory:
What is a Cap Table, who needs it, when, and why?
What is a Healthy Cap Table?
What's the difference between common and preferred shares?
How does Employee Stock Option Plan work?
What's the difference between Cap Table with Outstanding Shares and a Fully-Diluted Cap Table?
What's the difference between Equity Rounds, SAFE notes, Convertible notes, and secondaries? Which of them are used for fundraising, and which are for exiting investments? Which appear in the Cap Table instantly, and which with some delay?
Practice:
How to model Seed round?
How to model ESOP extension?
How to model Series A with Pro-rata?
How to model SAFE conversion?
How to model Convertible Debt conversion?
How to model secondary transactions?
How to format models?
What's the standard color coding of inputs?
What are Iterative Calculations, how to turn them on, and how to fix errors connected to them?
About the Instructor:
I'm an Investment Principal at Seed Stage VC Fund with more than 5 years of experience in the startup ecosystem
I've seen thousands of startups and hundreds of Cap Tables
I have a finance background, and I took VC courses at 3 different universities, including the University of Michigan and the Rotterdam School of Management.