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Cap table template with post-money SAFEs and an option pool

This cap table converts your post-money SAFEs, sizes the option pool top-up and prices the round, and with the default inputs it lands on 51.54% for the founders after the Series A, the same figure as YC's own worked example. Change the yellow cells and every share count follows.

Updated · Rules checked against official sources on

Download the files

  • Cap table template Live formulas. Excel, Google Sheets (File > Import) or Numbers XLSX · 9 KB XLSX
  • Worked example (values) The post-round cap table as plain values CSV · 1 KB CSV

Make a copy in Google Sheets: open sheets.new, choose File > Import > Upload and pick the XLSX. Formulas carry over.

Free to use and edit. Not legal or tax advice: check your situation with a lawyer or accountant before you sign or file.

What's in the file

  • Section 1: founders, options outstanding, promised options and the unissued pool before any SAFE.
  • Section 2: up to five post-money SAFEs. Ownership sold is amount divided by cap, the safe price is cap divided by company capitalization.
  • Section 3: the priced round. The option pool increase is solved in closed form so the unissued pool hits your target after the round.
  • Section 4: the fully diluted cap table after the round, plus a check that flags any SAFE whose cap price is above the round price.

Preview

Default inputs: YC Post-Money SAFE User Guide, Example 1 ($200K at a $4M cap, $800K at an $8M cap, $5M Series A at $15M pre-money, 10% pool)
HolderShares after roundFully diluted
Founders9,250,00051.54%
Options outstanding300,0001.67%
Promised options350,0001.95%
Investor A (SAFE)588,2353.28%
Investor B (SAFE)1,176,4706.56%
New investors4,486,42525.00%
Unissued option pool1,794,57010.00%
Total17,945,700100.00%

How to use it

  1. Enter your current fully diluted shares in section 1: founder shares, granted options, promised options and the unissued pool.
  2. Add each post-money SAFE with its purchase amount and post-money valuation cap. Column D shows what each one sold.
  3. Enter the priced round: pre-money valuation, new money and the unissued pool the lead investor wants afterwards (10% is common).
  4. Read section 4 for who owns what after the round, and the Checks block to confirm new investors own new money divided by post-money.
  5. If column G warns that a SAFE converts at the round price, the cap is too close to the round valuation. Model that case with your lawyer.

Worked example

YC's Example 1: a company with 10,000,000 fully diluted shares sells a $200,000 SAFE at a $4M cap (5%) and an $800,000 SAFE at an $8M cap (10%). Company capitalization is 10,000,000 / (1 - 15%) = 11,764,705 shares, so the SAFEs convert into 588,235 and 1,176,470 shares at $0.34 and $0.68. A $5M Series A at $15M pre-money with a 10% pool then prices at about $1.1145 a share and leaves the founders with 51.54%. YC rounds its pool increase to 1,695,000 shares; the template solves it exactly (1,694,570), so the share price differs in the fourth decimal.

Who it's for

United States
Delaware C-corps raising on YC post-money SAFEs, the standard US form.
Canada
YC publishes a Canadian valuation-cap SAFE; the conversion math in this sheet is the same post-money structure. Have a Canadian lawyer review the documents.
Australia
Australian startups often raise on SAFE-style notes or flip into a Delaware parent first. Check that your instrument is a post-money cap before you rely on this math.

Official sources

Checked on . Rules change; confirm on these pages before you file.

Frequently asked questions

How do post-money SAFEs show up on a cap table?
As the percentage each one bought: purchase amount divided by post-money cap. They convert at the priced round into shares equal to that percentage of the company capitalization, then the new money and the new pool dilute them.
What is company capitalization in a post-money SAFE?
All issued shares, outstanding and promised options, the unissued pool and the SAFE conversion shares. It excludes the option pool increase in the priced round and the new money. YC sets out the list in its User Guide.
Does the new option pool dilute SAFE holders?
Yes. The post-money cap is post the existing pool but not post the pool increase adopted in the priced round, so the increase dilutes SAFE holders as well as founders.
Can I use this cap table template in Google Sheets?
Yes. Import the XLSX in Google Sheets with File > Import and the formulas carry over. The CSV holds the worked example as values only.
What does this template not model?
Discount-only and MFN SAFEs, convertible notes, pro rata side letters and exit waterfalls. It also flags, rather than solves, the case where a SAFE converts at the round price because the cap sits above it.

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