What you'll do with it
Build cap tables, multi-round proformas, SAFE and convertible note conversions, option pool issuance and refreshes, anti-dilution scenarios. Run exit waterfalls, liquidation preferences, participation rights, dividends, option and warrant exercise, multi-class share structures.
Built for two jobs at once. As a scenario-modeling tool, founders test how a round changes ownership, investors model a portfolio company's exit, and lawyers walk a client through term sheet implications. As an instructional tool, it teaches the mechanics: every formula is visible and every step documented, for anyone learning cap tables or teaching them.
Edit with AI
Every cell open. Inputs in blue, formulas in black. Built to be customized for your specific situation.
- Context primer. Paste it into Claude or ChatGPT before you make a change.
- Prompt guide. Ready-made prompts for adding rounds, modeling convertibles, and running scenarios.
- Hemrock Skill. A drop-in Claude Agent Skill that loads this model's sheet map, prompts, and checks into any Claude Project. Free, with no connector to set up.
- MCP server. On ChatGPT, Cursor, or another tool? The MCP server feeds the same context to any AI that speaks MCP.
- Verify before you trust. The sanity-check prompts catch wrong references and miscounted shares.
What's in the model
Multiple example sheets, each set up for a different scenario:
- Cap Table. Multi-round proforma. Add rounds, convert SAFEs and notes, issue options, run prorata, model dilution.
- Cap Table, with Anti-Dilution. Full ratchet, weighted average (broad and narrow), per-investor protection.
- Cap Table, Issuing Equity. Single-round example.
- Cap Table, Issuing Options. Option pool issuance and refreshes.
- Cap Table, Converting SAFEs and Notes. Premoney, postmoney, YC fixed %, MFN.
- Exit Waterfall. Liquidation analysis with seniority, pari-passu, participation, dividends, option and warrant exercise.
- Exit Waterfall, with Convertibles. Unconverted SAFEs and notes handled in liquidation.
Updated February 2025: the exit waterfall is now easier to extend for different share-class structures.
Common questions
Why use this when AI can build a cap table for me?
A cap table is exactly where AI tends to go quietly wrong. A miscounted option pool or a SAFE that converts on the wrong basis looks fine until it costs someone real ownership. This model hands AI a structure with the conversion math already correct, so it edits inside guardrails instead of inventing them.
My term sheet is unusual. Will it handle it?
Most of them, yes. Participating and non-participating preferred, seniority and pari-passu stacks, multiple liquidation preferences, full-ratchet and weighted-average anti-dilution, SAFEs and notes are all prebuilt. Every cell is open, so an unusual clause is an edit, not a dealbreaker.
Is this a cap table tracker?
No. Use a platform like Pulley, Carta, or Ledgy for tracking. Use this for modeling, scenarios, and learning.
Excel or Google Sheets?
Both. All formulas open.
Pay what you want?
Yes. Set the price you think is fair.
Do you teach this?
Yes, free guided learning in the docs and live workshops when scheduled.
Learn cap tables
Guided walkthroughs of equity rounds, convertibles, options, anti-dilution, and exit waterfalls, free, in the docs. Or attend a live workshop.
Start in the docs →
Documentation