
This is the first video in the series and where we begin to make the cap (aka capitalization) table. A cap table is where companies keep track of their ownership and who owns what. Setting up a cap table properly allows the finance team to forecast how much dilution the current owners will take when future capital is raised. The template I set up in this course is a commonly used way to build a cap table and essential if you are a startup founder, investor PE/VC analyst or just interested in finance.
In this video we begin to format the cap table properly and I show you how I generally format the excel file so that is easy to follow and expand upon. I show you how I label each column and general terminology associated with cap tables and round modelling.
We are going to add the option pool into the cap table in this video. This is often done incorrectly and in doing so can make the share price incorrect or just break the model. Fully diluted ownership is what comes into play here when adding the option pool shares into the mix.
This video is just a quick run through of the formulas and formatting created in the previous three videos to make sure everything is working correctly.
Learn to model convertible debt in venture rounds, including discount, time, interest, and valuation cap, and how conversion uses the lesser of discount or cap.
Review the different methods of convertible note conversion, examine the spreadsheet formulas, and troubleshoot using the displayed share examples.
Explore three convertible note conversion methods—pre money, percentage ownership, and dollars invested—and how post money valuation and principal and interest affect the outcome.
Explore how different post money calculations affect founder ownership in convertible note conversions, including post money founder percentage, option pool impact, and resulting share prices.
Clarify how rounding can lower the share price when a convertible note's discount is applied, affecting the post-money valuation.
Learn to model convertible note shares in a cap table using excel logic, including valuation cap and pre-money valuation, and compare different conversion methods to determine ownership.
Review the key formulas on the page, pause to catch up, and confirm that everyone is on the same page as we zoom out and walk through the material.
Explore how to calculate post money shares with convertible debt, determine liquidation preference, and model the waterfall analysis using the series seed price, option pool, and investor shares.
Update the cap table for series A by switching from series seed and adding columns. Evaluate post-money ownership, option pool, investor shares, liquidation preference, and participating rights.
Compute series A share price by applying post-money valuation to invested funds, determine ownership and total shares, then calculate price per share (about $6.68).
Calculate fully diluted percentages to ensure the option pool equals 15 percent of the post money value, preserving series ABC ownership at 16.67 percent and preventing dilution.
Check and validate the cap table model by manipulating hard coded cells to verify fully diluted ownership, ensuring the series avc equals ownership, and that 15 percent remains constant.
Explore pre-money and post-money concepts and learn how post-money valuation is calculated by multiplying the series a share price by total shares outstanding, noting the impact of a new round.
Set the post money option pool to 15 percent, insert series b options row, and ensure zero spec to avoid errors while computing remaining optional shares to verify 15 percent.
Implement a simple if statement to allow zero money valuations and prevent errors, ensuring the share price reference updates for series B.
Resolve divide-by-zero errors in a venture capital model by adjusting zero handling for share price, amount invested, and the post money option pool, including Series B scenarios, in real-time troubleshooting.
Discover how a lead investor follows on into the next round, then adjust share counts, ownership, and 15% option pool with valuation and share-price calculations.
Learn an alternate method to calculate convertible note interest using daily rate and days, with new columns for amount, rate, time, discount, interest per day, and total interest.
Build and verify a liquidation model using external references to cap table components, including series A, B, seed shares, options, liquidation preference, costs, and ownership calculations.
Explore the Series A waterfall, comparing it to Series B, and learn how liquidation preferences, participation caps, and post Series B liquidation shapes proceeds for the new round.
Explore the series c portion of the waterfall, detailing how the U.S. participation cap, CDC, and series seed shares shape liquidation outcomes and residual allocations.
In this video we will calculate the proceeds for each of the classes of shares (series A, series B, common...etc) that were issued and are on the cap table.
Explore how no dilution provisions affect a series seed, including cap table mechanics, shares issued, post-money and pre-money valuations, and the impact of a convertible note.
Learn how to model a Series A round using the cap table, compute pre- and post-money valuations, calculate shares issued and dilution for founders and investors.
Explore no dilution provisions in a Series B cap table by calculating shares issued, pre-money and post-money valuations, ownership, and value changes as rounds expand.
Explore full ratchet dilution calculations in a seed round, including down rounds, cap table inputs, founder shares, options, and market cap projections.
Learn full ratchet dilution in a series a, including post money and pre money valuations, cap table effects, old money versus new money, and the conversion rate on share price.
Explore how a down round triggers full ratchet provisions on the cap table, diluting founders while preserving value for affected shares and conversion rates.
Compute the Series B full ratchet dilution and apply seed and Series A adjustments, detailing share price, shares issued, value gained or lost, and market cap implications.
Perform weighted average anti-dilution calculations for a series a round using the cap table, compute conversion price with solver, and determine weighted average shares and ownership.
Use solver to recalculate share price after any change in pre-evaluation, valuations, or variables; model scenarios to see effects on weighted average dilution provisions.
Learn to integrate anti-dilution calculations into the cap table and liquidation waterfall, using full ratchet and weighted average methods across seed, Series A, and Series B rounds.
Conclude the course by summarizing how to model investment rounds in venture capital, highlighting core frameworks and practical takeaways for effective deal evaluation.
What I have learned over the years is that most people, from startup founders to investors don't understand the cap table, and consequently their ownership, on a deep level.
Most founders lack the knowledge to model out future rounds and don't grasp key economic terms when negotiating their term sheet. This course will change that.
Most investors don't know how the waterfall will work in a liquidity event and what the liquidation preference really means to their overall return.
So, I created this course to teach the breadth of professionals involved in early stage capital how this all really works. It is exhaustive and touches on every key point I know that is economic to a deal. Learning how to plan and understand the ownership of your company is critical to keeping motivation and maximizing returns.
The course is taught through excel. It is hands on, get dirty, struggle to understand until the lightbulb goes off and you get it right. I teach it the exact way that i learn, which is by doing. It is step by step with commentary on the specifics.
What it is not, however, is a course in excel. While their are not overly complicated functions involved, you should have a base knowledge or you will get frustrated.
The value of this course is what it will save you in attorney's fees, equity, and potentially greater returns on your investments.You can learn how to project and manage your growth and join a community of people going through the same struggles.