Felix on Startup Cap Tables: How to model a pre-seed round

At Seedcamp, we are lucky to meet hundreds of founders a year who are solving some of the world’s most challenging problems. For many of these individuals, it is their first time raising capital for their startup and, often, we see the same cap table-related mistakes being made early on. These can equate to huge costs down the line as the startup grows. In an effort to help founders avoid making these mistakes early on, our analyst Felix Martinez walks you through various cap table exercises through our video series Felix on Startup Cap Tables.
In the previous episode, Felix walked us through the basics of setting up your cap table by modeling out an angel round. In this most recent episode of Felix on Startup Cap Tables, Felix dissects the nitty-gritty of your first VC-led equity round. You can follow along with the team via the GSheet Cap Table Model linked in the show notes. Alongside our Managing Partner Carlos Espinal, the duo discuss four key elements that existing investors would ask about ahead of a pre-seed cap table, including:
1. Existing investors' pro-rata rights (we'll cover how to calculate them)
2. Different types of shares, including preferred and common.
3. Voting rights associated with those shares
4. Option pool expansion (we'll cover how to model one)
As always, leave comments below if you have questions, and be sure to email [e-mail] if you have ideas for future episodes of Felix on Startup Cap Tables. Keep a lookout for episode three which will cover SAFEs, convertibles, and ASA structures.
Show notes:
Felix Martinez - felixjmartinez_
Carlos Espinal - cee
Seedcamp - seedcamp.com
Startup Valuation - cee.medium.com/how-does-an-early-stage-investor-value-your-startup-and-how-can-you-influence-it-for-the-better-d480b3b13e8e
Legal Hour with Tom and Carlos - seedcamp.com/tag/seedcamp-legal-hour
GSheet Cap Table Model - docs.google.com/spreadsheets/d/0B_1zXPybLJ6LamlLaGFtS2RZeFk/edit#gid=1723861527
Model Equity Calculator - seedcamp.com/resources/model-equity-calculator-for-founders-with-option-pool-expansion
How to model an angle round - • Felix on Startup Cap T...
How to model a seed round (Convertible note): • Felix on Startup Cap T...

[@whyquiqui]

The iterative function of Excel is gold, thanks for sharing!

[@darkkaizokuoni]

ep 1 helped, ep 2 helped. Thanks so much guys!

[@julius3091]

Thanks guys! So practical and invaluable. Hands off my Cap Table/I got this! Although I was on iterative and the model still busted had to do a work around. It would be great to see your formulas.

[@spyrosze]

Great detailed explanation, thanks a million!

[@todayu]

Great breakdown! Is episode 3 out yet?

[@chadwickallison6277]

Where is the spreadsheet? EVERYONE else has theirs downloadable...

[@pabloc.282]

Loved both episodes. Any updates on ep 3 release date?

[@timoshea998]

Hi Felix, when you do the option pool expansion - the calc changes the seed shares issued, for both the pro rata and the new investors.. is this an error or do I need to enter the values manually before I do the option pool expansion.. ?

[@lifeinabag2751]

Can i contact someone for few questions?