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VW is pleased to provide our Pro Forma Model as a free resource for those raising capital. It is locked to editing. To use this model, create a copy of the sheet (File > Make a copy), then input your information in the blue cells on the next tab.
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The purpose of this model is to allow you to see the effects of dilution after a Safe and equity round, or a Safe and two equity rounds.
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This is a simple model with a lot of assumptions. For instance, "Founders" are represented as a group. (we're working on a version that allows for more detail)
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If you just want to model out a Safe + Seed round, use the first tab.
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If you want to model out at Safe round, then Seed round, then A round, use the second tab.
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Please note that our model allows you to model out a Cap and Discount Safe, or just Cap only, or just Safe only.
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Have an idea on how this model could be more useful for you? Email us!
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Notes
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Note that this model contemplates three simple rounds - Safe, then Seed Preferred, then Series A Preferred.
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>Click on File >> Settings >> Calculation and turn on iterative calculations. Anytime you are dealing with convertible securities with a discount, you will need to know the price of the next round in order to calculate the discount price; but you can't calculate the discount price without knowing the price of the next round. This is known as a "circular reference" and Google Sheets can solve for this by using "iterative calculations." Leave the other settings as they are.
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All prices are rounded to 4 decimal points. This is the standard convention in venture financings.
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All purchased shares are rounded down. This is the standard convention in venture financings.
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We have used some basic formulas throughout. We have commented where applicable. If you think more explanation would be helpful, please email us.
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>Google Sheets has some limitations with respect to circular references. If you modify the sheet and the model starts to break, try inserting $1 or 100,000 shares as a place holder and do the math in steps.
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If Converting to Excel
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>To turn on iterative calculations in Excel for Windows go to File >> Options >> Formulas and check "Enable Iterative Calculation."
To turn on iterative calculations in Excel for Mac click on Excel >> Preferences >> Calculation. Leave the default values.
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>To select a different type of Safe click on cell C7 then click on the drop down arrow.
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Terms
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There may be a few terms in this model you haven’t seen before. Below is a list of key terms — if you come across one you don’t recognize, simply click on it, and the hyperlink will take you to our Venture Glossary for a definition.
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Pre-Money Valuation
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Outstanding Shares
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>Safe Cap
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>Safe Discount
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Feel free to check out our other resources at www.velawood.com/resources.
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You should consult with an attorney licensed to practice in your jurisdiction as well as tax advisors before using or relying on any documents on velawood.com, especially if you don’t understand any of their terms. Review carefully and use at your own risk. No document or information provided on velawood.com constitutes or should be relied upon as legal advice.
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©2025 Vela Wood Staley Young P.C. | All Rights Reserved
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