Download it here. Learn more about how it works by following the tutorials and the example spreadsheet.
Feel free to use this template to model founder equity, a stock plan (option pool), convertible note and SAFE financings, and a first equity round, plus keep track of “Major Investors” and stockholder voting. You can and should modify it to fit your specific company’s situation. Instructions on the inner workings of the formulas can generally be found in the relevant posts.
This is, of course, in no way intended to replace the advice of an experienced startup lawyer, and it cannot possibly cover all conceivable scenarios. Heed carefully the disclaimer below and on the first tab of the model: This is serious stuff and requires good legal counsel if you want to get it right. If you don’t have one or are interested in Optimal, please let us know.
Y Combinator “standard deal” version
If your startup is applying to or has been accepted by the accelerator Y Combinator (YC), you’re probably familiar with YC’s “standard deal.” They invest a total of $500,000 in participating companies. $125,000 is in the form of a convertible instrument called a SAFE (simple agreement for future equity) that automatically converts into preferred stock equal to 7% of the Company’s equity upon the closing of the next equity financing, measured immediately before the closing of that financing. The other $375,000 is in the form of a SAFE that converts into preferred stock on the same terms as the new money in the next financing, except that it can piggyback on the terms of later SAFEs or convertible notes through a “most favored nation” (MFN) provision.
I’ve put together a version of the open-source cap table template that includes YC’s standard terms. It’s difficult to usefully model an MFN SAFE in the abstract, since it could take on any other terms you may offer later (such as a valuation cap or discount), but one example is included. Note that other terms in YC’s investment documents, including perpetual participation rights in future financings, are material but not included in the capitalization model.
Of course, if you are considering participating in YC’s program, you should seek expert legal counsel as soon as possible. This model is intended to get you started thinking about how participation might affect your cap table. It’s certainly a prestigious program, but be aware of how much you’re giving up if you sign the paperwork.
Important Disclaimers
These models posted on this site are for educational purposes only and are intended to be used in consultation with experienced legal counsel with a full understanding of the context in which the models are being used. It should be obvious that neither I nor Optimal Counsel LLP bears any responsibility for your use or misuse of the models. These models are provided as-is with no warranty whatsoever, including as to accuracy of calculations or applicability to any particular situation. Always consult your company’s lawyer before making any decisions or taking any actions relating to the scenarios covered by these models.