Welcome to the Pro-Forma Cap Table Extravanganza Spreadsheet
There are Pro-Forma Cap Table Models to Play with
The 2nd tab (Debt --> Equity) simulates a case where your previous round was a set of convertible notes and your current round is a priced round (eg. equity round)
The 3rd tab (Equity --> Equity) simulates a case where your previous round was a priced round, and your current round is also a priced round (eg. equity round)
In both tabs, any field highlighted in light blue is editable
Leave the other fields alone as they are automatically computed for you.
How to use this
Clone this spreadsheet. Your cap table is sensitive data, so keep it to yourself
Pick your scenario (Debt --> Equity or Equity --> Equity)
Fill in the fields highlighted in blue to match your situation
Mess with the options to see what happens
Check with your accountants / attorneys to validate before making a deal :)
I am not a lawyer or an accountant! I'm an entrepreneur.
|The outcomes in this cap table should be directionally accurate but NOT EXACT. Each financing is unique and the specific way your notes convert, option pool is accounted for, warrants (if any) layer in, etc will affect the outcome.|
|Summary: Play with this to get a sense of what you financing will mean for all involved, but consult with your own attorneys and/or accountants for an accurate cap table (/ pro-forma) that accurately reflects the intricacies of your situation|
Why I built this
I'm an entrepreneur with my own startup and have many times asked myself during financing discussions what would changing this or that variable do to the outcome for founders, employees, and investors
I'm also an advisor to several awesome startups and have found myself building one-off pro-forma simulators to help my entrepreneur friends figure out the answer to these same questions
I love my attorneys & accountants, but don't want to bug them every time I want to tweak a pro-forma simulation (but DO want to nag them before finalizing it, see Disclaimer above)
I haven't found a pro-forma simulator that answers the following questions (which keep coming up), in one place:
What happens if I have a post-money option pool target but still have some Unallocated Options
What happens if a new investor has an ownership target but my earlier investors want to take their pro-rata too
Will the noteholders convert by discount or cap?
What happens if there are multiple notes in my seed round, with different terms (different discounts, caps, mix of both, etc...)
How do I manage to total (eg. real) dilution for founders & employees
If you like this, or want to point out a math mistake
Follow me on twitter (@yanda)
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Built on the shoulders of giants.
Some great other pro-forma simulators exist in the world. A couple I like:
VentureHacks cap table
Raji Bedi's Discount or Cap