Cap Table Excel Model
  • Cap Table Excel Model
  • Cap Table Excel Model
  • Cap Table Excel Model
  • Cap Table Excel Model
  • Cap Table Excel Model
Originally published: 23/03/2017 13:24
Last version published: 18/09/2017 20:45
Publication number: ELQ-92315-2
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Cap Table Excel Model

An Excel Cap Table and Exit Waterfall for Entrepreneurs

cap tablecapitalizationcapitalization tableexit analysisexit waterfallstartupsventure capital

Maintaining a clean, accurate cap table for an operating company is difficult, and especially difficult in Excel. But when you want to understand how a capitalization table works and forecast how rounds of financing impact ownership, valuation, dilution, and exit proceeds, a spreadsheet can be great.

The template covers:

- How share prices, share issuances and valuation through multiple rounds of financing impacts the value and ownership of founders and investors (e.g. dilution)

- How a convertible note converts to equity and how discount rate and cap impacts conversion

- How a premoney and postmoney option pool works, and the mechanics behind how each impacts valuation

- How liquidation preferences work, including participating preferred and participation caps

- How to create a waterfall analysis of proceeds to different classes of investors at exit.

This template is contained in all of Foresight startup financial model templates, but it’s also available on its own for free.

This business tool includes
1 Excel Cap Table Template Workbook

Taylor Davidson offers you this business tool for free!

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Further information

Forecast how rounds of financing impact ownership, valuation, dilution, and exit proceeds.

Startups raising investment funds through equity, convertible notes or SAFE


  • William Böll496(last updated: 13/04/2018 13:32)
  • Spencer Brown(last updated: 03/04/2018 23:12)
    Easy to use and great for modeling investment
    Awesome tool. Easy to use. I have looked at a lot of cap tables including creating my own but to be able to model the different investment options this is the best (easiest) that I have seen out there. Thanks Taylor!
  • Cristian Lorenzetto(last updated: 02/04/2018 08:37)
  • Sandeep Maoh(last updated: 15/03/2018 14:36)
    Very good
    It's well explained. Thanks!
  • Putra Kesuma(last updated: 07/03/2018 09:43)
  • Angela Kahn(last updated: 08/02/2018 12:59)
  • Ron Sheridan(last updated: 15/12/2017 16:58)
    Found and achieved exactly what I needed.
    I urgently needed to be able to model Cap Table scenarios internally and the with a prospective investor for my startup.Taylor's Cap table model was perfect and I was able to reach out to Taylor and engage his services to help me answer questions I had and gain deeper insight into the subject matter.
  • Didzis Silis(last updated: 15/12/2017 07:52)
    A great and very useful tool!
  • Aaron Lane(last updated: 21/11/2017 06:59)
    So easy to understand - thanks
    Thanks for the video and very useful tool - makes a potentially complex process very easy.
  • Jianping Wu(last updated: 01/11/2017 11:24)
    Very Helpful Cap Table!
    It was a very helpful Cap Table Excel Worksheet helping me a lot for my raising capital assignment. I Learned so much! Thanks a lot Taylor!
  • Tianyao(Michelle) Xiao(last updated: 04/10/2017 22:14)


Discussion feed for Cap Table Excel Model

The user community and author are here to help. Go ahead!

  • Didzis Silis
    Hi Taylor,

    thanks for building and sharing this - a great and very useful tool!

    I just wanted to clarify a minor issue regarding the formula in Cell V32 (Sheet 'Cap Table') - for 'Options - Granted' in 'Series A - Equity' round.
    This formula refers to I33+I34. However, in 'Series B - Equity' round the same formula (in Cell AC32) refers to X33+X34 (not V33+V34).
    Should then the formula in Cell V32 also be corrected from I33+I34 to K33+K34 (to have the same logic as in all subsequent rounds)?
    This perhaps does not have any real impact, but I still wanted to share with you, just in case :)

    1arrow_drop_uparrow_drop_downReply reply
    • Taylor Davidson

      It could be changed, but for all practical purposes it will have no impact. The difference between column I and K is that I are the options impacts that happen in that round, K are the total for all rounds. Since the way the model is structured, the first time to create an option pool is in that first round, I and K will be the same anyway (meaning the way it is setup, the things that happen in that round are the same as the total, so I should = K), so for 99% of uses it won't matter whether the formula draws from I or K. Obviously, if you were to use this and change how the option pool works around the "Founding" and initial setup, then you'd want to revisit the formulas to see if any edits were necessary.

      But to be complete, sure, it could be changed to draw from K instead of I.

      arrow_drop_uparrow_drop_downReply reply
      • Didzis Silis
        Thanks a lot for the quick confirmation!

        One more question, if I may:
        the Postmoney Valuation formula for Seed Round (Cell D51) states that IF 'Premoney Valuation' = 0, then 'Postmoney Valuation' will in all cases be = 0 too. Is there any particular reason for this? Why is the Postmoney Valuation formula simply not = 'Premoney Valuation' + '$ invested' (as for all subsequent Rounds)?
        arrow_drop_uparrow_drop_downReply reply
        • Taylor Davidson
          It's just a way to test to see if there should be a postmoney valuation; if the round is debt (SAFE or note, for example), then there would be a raise amount, and premoney and postmoney valuation should be zero (since there's no valuation, there's just a note with a cap and other terms). If the formula was just raise + premoney, then with a debt round it would output a postmoney valuation = the raise amount, which isn't true, because there really isn't a postmoney valuation. It could be accomplished in other ways, say an if statement for the type of round, and output zero for the postmoney valuation if it's not an equity round. Make sense?
          arrow_drop_uparrow_drop_downReply reply
        • Taylor Davidson
          Btw, if you're looking in depth in the formulas, one of these days I'm going to unpack the waterfall calcs (H77 to H84) to make it more transparent what's going on :)
          arrow_drop_uparrow_drop_downReply reply
    • Juan Jose Rosas
      Hi Taylor,

      Im new using Cap Tables and I have a question: What if the investment round is both equity and convertible note? Basically some investors do equity and some do convertible note.

      Thank you,
      Juan Jose
      arrow_drop_uparrow_drop_downReply reply
      • Taylor Davidson
        Meaning, they do convertible note and equity in the same round? There's lots of reasons to do equity and debt in the same round, practically speaking, I've never seen equity and convertible notes in the same round. You could do them around the same time, but they would likely be separate rounds.

        That said, you could use the current structure for equity and convertible notes in the first round, just by inputting some investors as equity and some as debt, and changing the postmoney valuation so that it only reflected the premoney + the equity fundraise; it would largely work, albeit with other little changes so the math flowed through.
        arrow_drop_uparrow_drop_downReply reply
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