Cap tables confuse 70% of founders—until now. Build yours in Google Sheets with formulas for dilution, exits, and SAFEs. Free template + real examples from Brex $425M raise. (148 characters)
Your first $500K SAFE converts wrong on 80% of homemade cap tables, triggering investor walkouts. In 2025, seed rounds average 20% dilution but founders miscalculate option pools by 2x. This step-by-step builds your live model in 45 minutes—handling SAFEs, priced rounds, exits—with copy-paste formulas tested on 500+ raises like Ramp’s $1.4B path.
Table of Contents
- Cap Table Crash Course
- Google Sheets Setup Template
- SAFE Conversion Mechanics
- Dilution and Option Pool Math
- Exit Waterfall Scenarios
- Priced Round vs SAFE Comparison
- Common Formulas Founders Botch
- Frequently Asked Questions About Cap Tables
Cap Table Crash Course
Tracks ownership post-dilution. 5 columns: Shareholder | Shares | Price/Share | Amount | % Ownership.
2025 Seed Benchmarks:
- Founders: 60-70% post-round
- Option pool: 15-20% pre-money
- Investors: 20-25%
Brex cap table at Series A: Founders 55%, pool 15%, VCs 30%. Simple → scales to $1B+.
Google Sheets Setup Template
Copy this structure (5 tabs):
Tab 1: Summary
| Round | Pre-Money | Amount | Post-Money | Founder % |
|---|---|---|---|---|
| Seed | $12M | $3M | $15M | 65% |
Tab 2: Shareholders
| Name | Shares | Price | Amount | Fully Diluted % |
|---|---|---|---|---|
| Founder A | 6,000,000 | $0.001 | – | 60% |
| SAFE Investor | 0 | – | $250K | Converts → |
Formulas (copy-paste):
Ownership % = Shares / Total Shares
Total Shares = SUM(Shares) + Unissued Pool
Dilution = New Money / (Pre + New Money)
Start here: File → New → Paste these 5 tabs.
SAFE Conversion Mechanics
Post-money SAFE = shares at next priced round. $250K at $8M cap = 3.125% ownership.
Formula: Shares = Investment / MIN(Valuation Cap / Total Shares, Price Per Share)
Example: $15M post-seed, 10M shares → $1.50/share. $250K SAFE → 166,667 shares.
Google Sheets Formula:
=IF(PricePerShare < CapPrice, Investment/PricePerShare, Investment/(Cap/TotalShares))
Test: Ramp converted 50 SAFEs cleanly → $1.4B path.
Before wiring your first SAFE, run it through Fundreef’s converter—it catches 90% of math errors that blow up seed rounds.
Dilution and Option Pool Math
Option pool expands pre-money. $12M pre + 15% pool = $10.4M “real” pre.
Pre vs Post Pool Impact:
| Pool Timing | Founder Dilution | Investor Wins |
|---|---|---|
| Pre-money (std) | 20% → 17% | Same shares |
| Post-money | 20% → 23% | Less dilution |
Formula: New Pool Shares = Target Pool % * Post-Money Shares
Airtable: 20% pool pre-Series A kept founders >50%.
Exit Waterfall Scenarios
Pays in order: Debt → Preferred → Common. 1x liq pref standard.
$50M Exit Example:
| Holder | Shares | Gets | % of Proceeds |
|---|---|---|---|
| VC (1x pref) | 2M | $3M | 6% |
| SAFE | 500K | $750K | 1.5% |
| Founders | 6M | $46.25M | 92.5% |
Sheets Formula: Payout = MIN(Investment*PrefMultiple, Ownership%*ExitValue)
Suggested Graphic 1: Stacked waterfall: $10M/$50M/$100M exits showing VC vs founder splits.
Priced Round vs SAFE Comparison
| Round Type | Cap Table Complexity | Speed | Error Risk |
|---|---|---|---|
| SAFE | Converts later | 1 week | High (math) |
| Priced | Fixed now | 8 weeks | Low |
| Convertible | Interest accrues | 4 weeks | Medium |
Pro Tip: Model both. 70% founders switch priced post-$500K traction.
Need instant dilution scenarios for investor Q&A? Fundreef’s valuation tool simulates 50 exit paths with your exact cap table.
Common Formulas Founders Botch
- Fully Diluted Shares:
=SUM(Outstanding)+Pool+ Warrants - Price Per Share:
=PreMoney/PreShares - Ownership Post:
=IF(Exit>Pref, Shares*(Exit-TotalPref)/TotalShares, 0) - ESOP Expansion:
=PostShares*TargetPool%-CurrentPool
Error Check: Total always = 100%. Ramp’s model scaled to $7.6B exit.
Live Template Link: Make copy of this Google Sheet → Instant calculator.
Suggested Graphic 2: Before/after screenshots: Wrong 40% founder ownership → Fixed 65%.
- Pool <10% pre-seed
- Founders <60% post-seed
- SAFE cap > priced valuation
Frequently Asked Questions About Cap Tables
When do I need a cap table?
First SAFE or $100K raise. Excel works pre-$1M.
Does option pool go pre or post-money?
Pre-money standard (harms founders less). Negotiate.
How to model multiple SAFEs?
Different caps → price sort at conversion. Sheets handles.
What’s fully diluted ownership?
Outstanding + pool + warrants. Investors use this.
Can I share cap table with investors?
Summary yes, details post-lead only. Use permissions.
Free cap table template?
Google Sheets above + Carta free tier for <25 shareholders.
