Startup Cap Table & Exit Waterfall Command Center

Description
What this is
A macro-free Excel command center for early-stage ownership and exits. Edit one Assumptions sheet; Cap_Table, Exit_Waterfall, Dashboard, and Checks update from the same drivers. A sample Base case ships ready to explore using fictional Meridian Softworks Inc.


Not another static ownership table. It ties formation → SAFE → priced Seed to a live Base / Downside / Upside exit waterfall, with preference vs convert decisions, holder-level MOIC, and an 18-check audit so buyers can trust the math.


Dashboard
• Post-Seed FD shares, founders %, pool %, preferred %
• Active exit equity, preference liquidation $, prefer/convert decision
• Checks status mirror (sample Base: ALL PASS)
• Ownership snapshot with exit proceeds and investor MOIC by holder
• Dilution strip: founders % across Formation → top-up → SAFE → Seed
• FD ownership pie and active exit proceeds bar charts
• Print tip: landscape, fit to 1 page wid
4. Senior debt on Assumptions: yellow input F9; active waterfall and scenario comparison both net debt, with Checks catching desync.
5. Stub-round guards: rows 35–36 stay Include?=No; Check 22 fails if you turn them on because the engine is position-wired (row 33 = SAFE, row 34 = priced).
6. Include?=No safe path: priced round off / pre-money ≤ 0 guards PPS to 0 without negative PPS or share explosions; Checks remain PASS/FAIL text rather than #DIV/0!.
7. Checks audit: 18 PASS/FAIL identities cover share totals, ownership ~100%, waterfall = exit, scenario applied, SAFE/Seed shares, stub guard, and senior-debt sync. Sample Base: ALL PASS.


Intentional limits
Single preferred class; pre-money-style SAFE (not full YC post-money % ownership math as the primary engine); stub rows are not multi-round-wired; participating preferred is uncapped; no 409A / ASC 718; vesting notes are informational only. This is a planning and board-conversation tool, not a Carta/Pulley replacement.


How to use
1. Open Assumptions and edit yellow + blue cells.
2. Fill financing rows: row 33 = SAFE, row 34 = priced Seed; keep stub rows 35–36 on No. Set % of pool issued (exit) and optional senior debt.
3. Set Downside / Base / Upside exit equity values and Active exit scenario.
4. Review Cap_Table, Exit_Waterfall, and Dashboard.
5. Open Checks and confirm ALL PASS before sharing numbers with a board or investor.


Who it’s for
Founders and operators modeling formation → SAFE → Seed ownership and exit proceeds; early investors and angels stress-testing preference vs convert and MOIC; fractional CFOs and ops leads needing a board-ready ownership plus waterfall one-pager; and pre-seed/seed teams before the Carta close.


Compatibility
Excel 365 / Excel 2021+ recommended. Google Sheets generally works after upload; charts may need light re-insertion and data-validation dropdowns/Checks formatting usually transfer. LibreOffice Calc opens and recalculates, though Excel is preferred for demos. Macro-free; sample figures are fictional.


Integrity note
Original structure, labels, sample data, and wording. Inspired by category demand for cap-table / exit tools on Eloquens—not cloned from any seller’s file. Do not reuse Model 1 runway sheets beyond shared craft quality. v1.2 upgrades (preference by capital, SAFE-inclusive PPS, % pool issued, senior debt, stub guards, Include?=No PPS guards, Checks IFERROR) are documented in fix-diff.md.


Sample Base case
Meridian Softworks Inc.: 2 founders (4.25M each), 1.5M option pool, 10M Formation FD, 20M Authorized. Harbor Pre-Seed SAFE: $600k at a $5M cap / 20% discount. Seed: Cascade $2M at $8M pre plus a 500k pool top-up. Post-Seed FD is 14.7M; round PPS about $0.6803; Cascade ownership 20.0%; founders about 57.8%; preferred about 28.6%; pool about 13.6%. Exits: Downside $8M, Base $35M, Upside $120M. Base: preferred converts; Harbor MOIC 5.0x, Cascade 3.5x; Checks ALL PASS.e


Genuine upgrades in v1.2
1. Preference allocated by invested capital: on the preference path, Harbor and Cascade get 1.0x of dollars invested, not a share-count quirk.
2. SAFE-inclusive priced PPS: round PPS includes the SAFE so priced ownership matches the stated pre-money (about 20% Cascade in the sample at $8M pre / $2M invest). No circular references.
3. % of pool issued (exit): Cap_Table shows the full reserve; exit proceeds use issued pool only (Assumptions C23). Unissued pool gets $0 and redistributes.