Cap Table and Dilution Calculator (SAFEs, Option Pool, Waterfall)
$29 · Excel (.xlsx), works in Google Sheets and Numbers
Buy for $29
Description
You have SAFEs outstanding, a term sheet on the way and no clear idea how much of the company you will own after the round. This Excel cap table answers that before you sign. It is built for the messy middle of a raise, not just the clean table at the end.
Current Cap Table: enter founders, employees, advisors and the option pool. Fully diluted totals feed every other tab.
SAFEs and Notes: enter each instrument's amount, type, cap and discount, plus interest and term for notes. Each one converts at the better of its cap price and its discount price.
Priced Round: enter the pre-money valuation and new investors. The tab solves the price per share and sizes the option pool top-up, before or after the new money. Post-money SAFEs follow the YC document, so the holder gets Amount divided by Cap of the company and the extra dilution lands on the founders. That step is solved in closed form, so there is no circular reference.
Dilution Scenarios: three raise scenarios side by side, a hypothetical Series A on top of each and a chart of founder ownership.
Exit Waterfall: a 1x non-participating liquidation preference with a participating toggle, at three exit values, charted by holder class.
It opens with a sample two-founder seed round loaded so you can watch every formula work first. The founders hold 4,500,000 and 3,500,000 shares next to a 1,000,000-share pool. There are two SAFEs. One is a $500,000 post-money SAFE at an $8,000,000 cap. The other is a $250,000 pre-money SAFE at a $6,000,000 cap with a 20 percent discount. The round is $3,000,000 at a $12,000,000 pre-money with a 10 percent post-money pool. Replace those numbers with your own.
Every non-input cell is a live Excel formula. Nothing is hidden or locked, so you can trace any number to its source. Built with AI assistance and formula-checked. Built for Excel. Instant digital download, no physical item ships.
This is a planning tool for founders, not legal, tax or investment advice. Have counsel review your real term sheet and cap table before you close. For education and planning only, not financial advice.
What is inside
- README: purpose, 6-step quick start, color legend, and a 10-term glossary (pre-money, post-money, option pool shuffle, SAFE, valuation cap, discount, pro rata, liquidation preference, fully diluted, price per share)
- Current Cap Table: up to 12 holders with shares, class, and vesting notes, plus the fully diluted totals every other tab relies on
- SAFEs and Notes: up to 6 instruments with amount, type, valuation cap, discount, and interest and term for notes
- Priced Round: pre-money valuation and up to three new investors as inputs; computes SAFE and note conversion (cap price, discount price, conversion price, and shares for every instrument, with post-money SAFEs priced on the full company capitalization), the option pool top-up, price per share, post-money valuation, a full post-round cap table by holder and by class, and a visible check that each post-money SAFE holds exactly Amount / Cap
- Dilution Scenarios: three raise scenarios compared side by side, a hypothetical Series A applied to each, and a chart of founder ownership across scenarios
- Exit Waterfall: exit value and liquidation preference terms as inputs; payout by holder and per share, with a chart of proceeds by holder class at three exit values