Financial model template to create a capitalization table through multiple rounds of investments via equity, SAFEs, and convertible notes.
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“Great model that includes all the bells and whistles you may need in a complex waterfall. Taylor was extremely responsive and helpful when it came to answer my questions. Thank you so much!!”
$20 suggested, but "0" is ok. All donations appreciated.
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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.
Every cell open. Inputs in blue, formulas in black. Built to be customized for your specific situation.
Multiple example sheets, each set up for a different scenario:
Updated February 2025: the exit waterfall is now easier to extend for different share-class structures.
The spreadsheet is the model, but you don't have to open a spreadsheet to use it. The same cap table and exit waterfall run as a web tool at cap-table/build, with nothing to download. Add rounds, convert SAFEs and notes, issue option pools, and run the exit waterfall right on the page. It's the same math the spreadsheet uses, so the numbers match.
Building and testing in the browser is free. You pay only when you want to save a model to your account and come back to it, at the same pay-what-you-want price as the spreadsheet, so one purchase covers both surfaces. Once a model is saved you can share a read-only version by link, so a founder, an investor, or a lawyer sees the numbers without touching the formulas.
The cap table and exit waterfall are also an engine you can call directly, the same one behind the spreadsheet and the web tool, so a number computed by an agent matches the one in your model.
An API for agents. Point your own code, a script, or an AI agent at the hosted API and it runs cap tables and exit waterfalls for you: send a list of events, get back per-round snapshots and final ownership. When an agent hits the paywall it gets a checkout link in the response that it can act on, so it can buy access and keep working without a human in the loop. See the API reference.
MCP for your AI. Connect the Hemrock MCP server and Claude, ChatGPT, or any MCP client runs these calculations from a conversation, next to the context tools that teach it how the math actually works. Your AI handles the judgment; the engine handles the arithmetic that has to be exact. That split is the point: an LLM doing cap table math in its head miscounts an option pool or converts a SAFE on the wrong basis, and the engine removes that failure mode.
Access to the cap table and exit waterfall engines comes with the product, over the API and MCP both.
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.
Guided walkthroughs of equity rounds, convertibles, options, anti-dilution, and exit waterfalls, free, in the docs. Or attend a live workshop.
“Very useful, gives clear ideas on key concepts, specially for VCs that are so worried on how a new round affects exit values etc. and clear instructions on how an exit waterfall works. Fantastic models people can use to build own models in real life work.”
“Awesome tool. Easy to use. I have looked at a lot of cap tables including creating my own but to be able to model the different investment options this is the best (easiest) that I have seen out there. Thanks Taylor!”
“Taylor was amazingly helpful and super responsive.”
“I continue to use and recommend the Cap Table + Round + Exit model + other tools that [Taylor] provides. Some are free, all are valuable. (Have paid ~$300 and saved so much time and money over years as a Founder CEO, Angel, VC).”
“Great model that includes all the bells and whistles you may need in a complex waterfall. Taylor was extremely responsive and helpful when it came to answer my questions. Thank you so much!!”
$20 suggested, but "0" is ok. All donations appreciated.
Instant Access