Cap Table and Dilution Calculator (SAFEs, Option Pool, Waterfall)

$29 · Excel (.xlsx), works in Google Sheets and Numbers

Etsy title

Cap Table and Dilution Calculator Excel Template, SAFE and Note Conversion, Option Pool Top-Up, Priced Round Price Per Share, Exit Waterfall

Description

This is a founder-facing cap table and dilution model built in Excel, made for planning a priced fundraising round from the messy middle, not just the final clean cap table. Enter your current holders (founders, employees, advisors, and the option pool), any outstanding SAFEs or convertible notes, and the terms of a new priced round, and the workbook does the rest: it converts each SAFE or note at the better of its valuation cap price and its discount price, handles a true post-money SAFE the way the YC document defines it (Amount divided by Cap of the pre-round shares plus every other converting SAFE and note, solved in closed form with no circular reference, so the holder's percent holds and the extra dilution lands on the founders where it belongs), sizes the option pool top-up, and solves for the price per share the standard way, whether the pool is topped up before or after the new money comes in.

The workbook ships pre-filled with a realistic two-founder seed round: 4,500,000 and 3,500,000 founder shares, a 1,000,000-share option pool, two SAFEs (a $500,000 post-money SAFE at an $8,000,000 cap and a $250,000 pre-money SAFE at a $6,000,000 cap with a 20 percent discount), and a $3,000,000 seed round at a $12,000,000 pre-money valuation with a 10 percent post-money option pool, so you can see every formula work before you replace the numbers with your own.

Built with AI assistance and formula-checked; formulas are fully open. Every non-input cell is a real Excel formula, not a hardcoded number, and nothing on the workbook is hidden or locked, so you can trace any calculation back to its source. Beyond the priced round, the workbook compares three raise scenarios side by side with a chart of founder ownership, models a hypothetical Series A on top of each one, and runs a full exit waterfall with a 1x non-participating liquidation preference (toggle for participating) across three exit values, charted by holder class.

This is a planning tool for founders, not legal, tax, or investment advice. Always have counsel review your actual term sheet and cap table before you close a round.

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

Etsy tags

• cap table template
• dilution calculator
• safe note excel
• startup cap table
• option pool excel
• excel template
• founder finance
• startup fundraising
• liquidation calc
• exit waterfall
• valuation cap
• price per share
• seed round model

Gumroad description

A founder-facing cap table and dilution model in Excel: enter your current holders, any SAFEs or convertible notes, and your priced round terms, and get correct SAFE and note conversion (cap versus discount, and true post-money SAFE math on the full company capitalization, no circular references), an option pool top-up, a price-per-share solve, a full post-round cap table by holder and by class, three side-by-side raise scenarios with a hypothetical Series A, and an exit waterfall with a toggleable liquidation preference, all charted, all with open formulas, and pre-filled with a realistic seed-round example.