Cap Table Template Xls Doesn't Work (Here's What Does)

Cap Table Template XLS for Series A Readiness

A properly designed cap table template XLS helps you model post-money SAFEs, handle conversions, and reflect ESOP changes without breaking the file during diligence. This guide shows how to build a Series A–ready cap table in Excel, with deterministic math, defensible rounding, and board-ready outputs.

What this template delivers

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• A cap table XLS that stays accurate under stress, with fully diluted ownership summing to 100.00% on every snapshot.
• One-page ownership summaries that directors can read in under a minute.
• Outputs for consents and grant logs that reconcile to the cap table, reducing last-mile delays.

Key acceptance criteria

• No circular references when you flip SAFEs caps/discounts or add extension notes.
• Option pool math aligns with the term sheet (post vs pre) within 0.01%.
• A director-ready one-page ownership summary that can be read in 60 seconds.

Handling post-money SAFEs without circulars

Post-money SAFEs define ownership as Investment / Post-Money Cap, which can appear circular if shares are computed off a moving base. Use a percentage-first approach to keep Excel deterministic:

• SAFE_Pct_i = Investment_i / Cap_i
• SAFE_Pct_Total = SUM(SAFE_Pct_range)
• PostFDShares = BaseShares / (1 - SAFE_Pct_Total), where BaseShares excludes SAFE-derived shares
• SAFE_Shares_i = SAFE_Pct_i * PostFDShares

Example formulas: SAFE_Pct_i = Investment_i / Cap_i
SAFE_Pct_Total = SUM(SAFE_Pct_range)
PostFDShares = BaseShares / (1 - SAFE_Pct_Total)
SAFE_Shares_i = SAFE_Pct_i * PostFDShares

Validation test: a $500k SAFE at a

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$20M cap yields 2.5% post; tolerance ≤ 0.01%. If you change caps or add a discount, FD should sum to 100.00%.

Common failure modes and tests

Common failures occur when modeling multiple instrument types, misapplying pool math, or inconsistent rounding. Tests help catch these before diligence:

• Post-money SAFEs create circular references if modeled naively.
• Pool math applied pre-money when investors request post-money.
• Convertible conversions double-count with mixed discount/cap rules.
• Multi-round fully-diluted math fails to reconcile seed → Series A.
• Governance outputs don’t align with the cap table.

Stress tests built into the XLS include toggling caps/discounts, switching pool targets pre/post, and mixing notes with SAFEs to validate rounding drift.

Option pool modeling: pre vs post-money

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Investors may require a post-money pool; in that case, gross up the ESOP so the final post-money percentage matches the target. Show before/after slices and a gross-up box so directors see founder vs investor dilution clearly.

Scenario: raise $5M at $20M pre; 10% post ESOP. Gross up so ESOP is 10% after issuance. Use a Pool_GrossUp calculation and a “Pool Integrity” panel showing Current Pool, Target Pool, Gross-Up Needed, and founder dilution.

Governance framework to cut approval cycles

A clear governance framework reduces back-and-forth. Use a RAPID framework to assign roles and ICE scoring to prioritize scenarios for live modeling. See how a board pack integrates with the cap table, including pre-filled consent templates and ROC-style summaries.

Internal tooling like ImBoard.ai can help compile pre-reads and draft consents, reducing late-night workload. See how board packs produced by ImBoard.ai align with the cap table numbers and consent logs.

Inside the XLS: sheets, fields, and circularity guards

A disciplined sheet layout keeps diligence straightforward. Key structure includes:

• Holders: ownership data, residency, contact notes.
• Instruments: SAFEs, notes, warrants, with terms (cap, discount).
• Rounds: post-money targets, new money, price per share, pool target, close date.
• Pool: ESOP settings, current vs planned with gross-up logic.
• Outputs: cap summary, ownership by class, dilution by round, exportable consents.
• Global: rounding conventions, FX rates, 409A inputs.

Copyable Cap Table Template: Series A Example

Use this structure as your starting point. Copy into Excel and adjust for your specific terms.

Ownership Summary (Post-Series A)

SAFE Conversion Math (copy these formulas)

Cell B2: =Investment/Cap                    // SAFE % = $500,000 / $20,000,000 = 2.50%
Cell B3: =SUM(B2:B3)                        // Total SAFE % = 7.50%
Cell B4: =PreMoneyShares/(1-TotalSAFEPct)   // Post-FD Shares
Cell B5: =B2*B4                             // SAFE Shares = 2.50% × 12,500,000

Option Pool Gross-Up Calculator

Dilution Waterfall by Round

Controls and guards:

• Named ranges for critical inputs
• Locked formulas and drop-downs to protect structure
• Change log that timestamps edits
• An “Iterate?” toggle to enable safe iterative runs

Rounding standard: model with 6–8 decimals; round only on Outputs. Reconcile Authorized, Issued, Outstanding, Reserved, and Available for each class and round.

Migrate your current cap table in under an hour: prep + QA

A disciplined migration minimizes mapping errors that threaten dilution math later.

Pre-import checklist:

• Charter amendments, stock agreements, SAFEs/notes, option plan, grants, exercises/cancellations, latest 409A
• Confirm share classes and authorized counts
• Gather vesting schedules, warrants, advisory grants
• FX assumptions for multi-currency grants

Mapping order: holders → instruments → grants/transactions. Use an import helper to standardize class names (e.g., “Common A/B” to PPA/PPB). Run built-in tests after import: totals, fully diluted ownership, per-round tie-outs. The Alerts panel highlights mismatches.

What to check after import (validation suite)

Validation ensures numbers align with legal documents and board consents. Run a concise test suite:

• FD ownership sums to 100.00% per round and class.
• Implied price per share matches the term sheet within 0.01%.
• Consent share counts equal snapshot deltas.
• No phantom options; Reserved and Outstanding are explicit.

If a test fails, the Alerts panel indicates the row and likely cause.

Plan hiring, rounds, and secondaries without surprises

Link hiring plans to the ESOP planner to visualize dilution before offers. A board-ready ESOP summary should show current vs target pool, gross-up needs, and clear rationale.

• Input roles and target bands; ESOP planner flags pool shortages
• Export grant log and board consent in one click
• Green/Yellow/Red indicators reflect planned grant cadence and pool health

Real-world example: normalizing FX by grant date prevented FD drift during diligence.

The 15-holder breakpoint: when Excel stops saving you time

Excel scales poorly with 12–15 active holders across multiple classes and cross-border grants. At that point, consider migrating to cap table software to reduce risk and reconciliation costs. Plan migration after a financing closes and before new grants to minimize disruption.

Board-ready outputs: consents, grant logs, and the one-page summary

Directors should be able to read a single-page ownership summary and see a pre-filled consent that ties to the cap table. Outputs include:

• A one-page ownership summary readable in 60 seconds
• Pre-filled consent template and grant log aligned to the cap table
• A RAPID footer showing recommended vs decided roles

ImBoard.ai can generate board packs that align with the cap table, reducing last-minute mismatches and small deltas that delay closes.

Frequently Asked Questions

Q: How do post-money SAFEs affect ownership calculations?

A: Model them as percentages first, then derive post-money fully diluted shares to avoid circularity. Use SAFE_Pct_Total and PostFDShares as the core equations.

Q: Should option pool be modeled pre- or post-money?

A: Model according to the term sheet; if a post-money pool is required, gross up ESOP to match the target post-money percentage.

Q: What rounding standards should I use in a cap table XLS?

A: Use 6–8 decimals for calculations and round only on Outputs to maintain arithmetic integrity.

Q: How can I validate an imported cap table quickly?

A: Run tests for 100% FD across rounds, 0.01% tolerance for price per share, equality of consent counts to snapshot deltas, and absence of phantom options.

Q: When should a company migrate from Excel to cap table software?

A: Consider migration when you have 12–15 active holders, multiple share classes, cross-border grants, or frequent secondaries.

Q: How do I prevent circular references for mixed SAFEs and notes?

A: Calculate percentage ownership for each convertible first, sum those, and solve for the post-money base; include an Iterate toggle for safe iterative runs.

Q: What should be included in a board-ready ESOP summary?

A: Current pool, target pool, gross-up needed, before/after ownership slices with founder changes, and a three-line rationale tied to hiring needs, plus a pre-filled consent and RAPID footer.

Q: Can Excel handle multi-currency grants accurately?

A: Yes, if FX is standardized by grant date and values are normalized before summing; record FX source and date per grant for auditability.

Glossary

• Fully Diluted (FD): All shares that would be outstanding if all options, SAFEs, notes, and other convertibles were exercised or converted.
• Post-money SAFE: An SAFEs structure where investor ownership is defined by the investment amount divided by the post-money valuation cap.
• Option Pool Gross-Up: The adjustment to the option pool to achieve a specified post-money ownership target.
• Authorized vs Issued vs Outstanding: Authorized is the maximum shares allowed; issued are those issued; outstanding are issued and held by shareholders.
• 409A Valuation: Independent FMV used for option pricing and tax compliance.
• RAPID Decision Framework: Governance model clarifying who Recommends, Agrees, Performs, Inputs, and Decides.
• ICE Scoring: A prioritization method (Impact, Confidence, Ease) used to rank scenarios.
• Pool_GrossUp: The amount added to the pool to meet the target post-money percentage after all issuances.
• BaseShares: The portion of shares not issued as part of SAFEs or other convertibles used as the calculation base.
• Convertible Instruments: Securities like SAFEs or convertible notes that convert into equity upon a future event.