Cap Table & Dilution Model (Excel + Google Sheets) | SAFE · Option Pool Shuffle · Pre/Post-Money · Liquidation Prefs · MoIC & IRR

All Industries, Financial Model, General Excel Financial Models

Cap Table, CFO, Chart, Excel, Financial modelling, Forecasting

The Cap Table & Dilution Model is a self-contained, multi-round priced-equity cap table for startup founders, operators, angels, and finance students who need to determine — and defend — exactly what each funding round does to ownership. Enter the founder shares, starting option pool, an optional post-money SAFE, and each round’s pre-money, investment, and target pool %, and the model builds the full dilution waterfall across Founding → Seed → Series A → Series B (with optional Series C and an optional third founder), computes price per share and post-money at every stage, and runs TWO exit waterfalls — as-converted pro-rata and liquidation preferences — with per-investor MoIC and annualized IRR. It ships pre-filled with a complete, tied-out worked deal.

The differentiator is correctness: the option-pool shuffle is solved in closed form (pool expanded pre-money, tops up only when needed, no circular references); the post-money SAFE converts at the first priced round into the greater of the cap-implied share count or what the amount would buy at the round’s own price per share (YC safe, Section 1(a)); and the non-participating liquidation waterfall is solved exactly (each class takes the greater of its preference or as-converted value), with a per-class participating toggle. It is built on arithmetic / SUM / IF / AND / OR / NOT / MAX / ROUND / ISNUMBER / IFERROR formulas and runs unchanged in Microsoft Excel and Google Sheets.

**Model Structure — Excel (7 tabs)**

1. **START HERE** — What the model does, input order, the method in plain English, and the disclaimer
2. **Assumptions** — Founder shares (incl. optional Founder C), starting pool, SAFE, global settings
3. **Funding Rounds** — Each round’s pre-money, investment, target pool %, PPS, post-money, benchmark flags
4. **Cap Table** — The full multi-round dilution waterfall with ownership % at each stage (incl. SAFE)
5. **Exit Waterfall** — Pro-rata, as-converted exit proceeds, per-investor MoIC, annualized IRR
6. **Liquidation Waterfall** — Returns with 1×+ preferences, per-class participating toggle, founder cost of prefs
7. **Dashboard** — 12 KPI tiles, founder dilution, built-in self-checks

**Key Methodological Features**

– A correct multi-round priced-equity cap table (Founding → Seed → Series A → Series B → optional Series C)
– Post-money SAFE (YC 2018) converting at the first priced round at the greater of the cap-implied count or the round’s own price per share (YC safe, S.1(a))
– The option-pool shuffle done right: expanded pre-money, tops up only when needed, no circular references
– Price per share and post-money valuation computed at every stage
– Two exit waterfalls — as-converted pro-rata AND liquidation preferences (1×+, per-class participating toggle)
– Per-investor MoIC and annualized investor IRR (per investor + blended)
– Ownership totals 100% at every stage — built-in consistency check
– Arithmetic-only — runs in both Excel and Google Sheets; no macros, no VBA, no add-ins

**Worked Example**

Pre-loaded with “Helio Robotics” ($500k post-money SAFE on a $5M cap, $200M exit): founders diluted from 84.2% to 32.7% across the SAFE and three priced rounds; SAFE converts to 1,055,556 shares (~4.3% at exit); Seed price per share $0.5632; post-money $7.5M (Seed), $24M (Series A), $65M (Series B); $22.5M raised. At the $200M exit the blended MoIC is 4.71x (Seed 14.5x · Series A 6.3x · Series B 3.1x). Founders’ proceeds: $65.4M as-converted = $65.4M under 1× non-participating vs $57.9M under 1× participating. (Ships non-participating — founder cost of prefs reads $0 on open; set Liquidation Waterfall row 12 to 1 for the $57.9M participating case.) Replace the inputs with your own figures and every output re-prices.

**Scope**

Models the post-money SAFE (YC 2018, cap, no discount); each round independently participating or non-participating, pari passu seniority. Pre-money/discount SAFEs, seniority-ranked preference stacks, participation caps, and anti-dilution ratchets are a deliberate future tier. IRR annualizes MoIC over a single holding period.

**Suitable For**

– Startup founders raising or planning priced rounds
– Early employees and angels modelling their own dilution and returns
– Operators and CFOs at venture-backed companies maintaining a cap table
– Finance students learning priced-round, SAFE, and option-pool mechanics

**Technical Specifications**

– Format: .xlsx (Excel edition) + .xlsx (Google-Sheets-safe edition)
– Compatibility: Excel 2019, 2021, Microsoft 365 (Windows and Mac) and Google Sheets
– No macros, no VBA, no add-ins — arithmetic / SUM / IF / AND / OR / NOT / MAX / ROUND / ISNUMBER / IFERROR formulas
– No circular references — closed-form round math
– Pre-filled worked deal; replace with your own
– 7 tabs · multi-round waterfall · two exit waterfalls · MoIC & IRR
– Delivery: instant digital download · single-user license

ABOUT THE AUTHOR
Built by Hoda Elmorshidy — Financial Controller & Fractional CFO, 9+ years in IFRS reporting, FP&A, commodity trading, CFO/board reporting, UAE VAT & Corporate Tax, and finance automation. Practitioner-grade tools, not generic templates.

DISCLAIMER
This template is an analytical and educational tool, not professional financial, investment, tax, accounting, or legal advice, and its use creates no professional relationship. All assumptions and figures are illustrative — outputs are only as good as your assumptions, and past or sample results are not indicative. Verify every conversion, preference and ownership figure against your own charter, safe and financing documents, with your counsel and accountant, before relying on any output. The sample company “Helio Robotics Inc.” and all of its figures are fictional. Liability is limited as set out in the licence terms below.

LICENSE & LIABILITY
LICENSE GRANT: Single-user license for your own or your organization’s internal use. No resale, redistribution, sublicensing, or repackaging of the file or its templates.
AS IS: Provided “as is” without warranty of any kind, express or implied, including merchantability or fitness for a particular purpose.
LIMITATION OF LIABILITY: To the maximum extent permitted by law, total liability for any claim arising from this product is limited to the amount you paid for it. Not liable for indirect, incidental, or consequential losses.
NON-WAIVABLE RIGHTS: Nothing here limits rights that cannot be excluded under the consumer-protection law of your jurisdiction.
GOVERNING LAW: This purchase is governed by the terms of the platform you bought it on (e.g. Etsy, Gumroad) and by the consumer-protection law of your own country of residence. Where those permit, the limitations above apply to the maximum extent allowed.

Past or sample results are not indicative.
REFUNDS: Digital download — refunds are handled per the refund policy of the platform you purchased on for digital/instant-download items.
TRADEMARKS & NON-AFFILIATION: “SAFE” and the post-money safe documents referenced here are published by Y Combinator. This product is an independent analytical template and is NOT affiliated with, endorsed by, or sponsored by Y Combinator. Microsoft Excel and Google Sheets are trademarks of Microsoft Corporation and Google LLC respectively; this product is not affiliated with, endorsed by, or sponsored by either. NVCA model document references are for methodological attribution only.

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