Cap Table Builder
Two founders, one SAFE, one priced round. Set the cap, the pre-money, the cheque and the option pool the investor asks for, and watch the price per share and every stake settle. Then cover the table and work the figures yourself: the questions at the bottom are the ones a venture interview asks, with the arithmetic shown after each attempt.
The written version, with the same company worked through by hand, is the cap table guide. What happens to these holders when the company is sold is the next lab, the exit waterfall.
A cap table is a list of claims, and every round adds claims without adding shares to anyone who already holds them. Ownership is a fraction, so the founders’ stake falls every time the denominator grows. The three things that grow it are below: the SAFEs converting, the option pool being topped up, and the new money. Move any of them and read off who paid.
1 · Founding
2 · SAFEs
SAFE 1
Promises 10.0% of the pre-money capitalisation at the cap.
3 · The priced round
Where the pool sits
Who owns what, stage by stage
The table after the round
| Holder | Shares | Fully diluted | At founding |
|---|---|---|---|
| Founder A | 5,000,000 | 39.4% | 62.5% |
| Founder B | 3,000,000 | 23.6% | 37.5% |
| Option pool | 1,269,841 | 10.0% | — |
| SAFE 1 | 888,889 | 7.0% | — |
| Seed investor | 2,539,683 | 20.0% | — |
| Total | 12,698,413 | 100% | 100% |
The pool top-up is 1,269,841 shares, worth $1.5m at the round price, paid for by the founders and the SAFEs, because it was struck before the new money.
How each SAFE converted
SAFE 1: $500k at a $5m cap
The cap decided it: the same money at the round price would have bought 423,280 shares, so coming in early was worth 465,608 shares ($550k at the round price).
Check yourself
Cover the table, work each figure from the inputs on the left, and check it. Within two per cent counts: the point is the method, not the fourth decimal. The working appears after an attempt, right or wrong.
What is the price per share in the priced round?
What do the founders own together after the round, fully diluted?
How many shares does the first SAFE convert into?
What pre-money valuation did the founders actually get for what existed before the round?
Keep going
All labsNext in Venture · 12 min
Exit Waterfall Lab
The same cheque written six ways: common, non-participating preferred, participating preferred with and without a cap, a SAFE still unconverted and a convertible note. Slide the exit value and watch who gets paid, in what order, and where each instrument converts.
Deal Simulations · 15 min
Capital Stack Challenge
Finance a real buyout. Size the revolver, term loans, notes, PIK and equity against the lender caps of the day, hold the structure through a shock, then see how the sponsor actually did it, with every figure linked to the filing.