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finance

How to build a cap table in one afternoon

Connectica guides · updated 2026-11-08

A cap table is just a list of who owns what — until a round makes it complicated. Build one that answers investor questions before they are asked.

The steps

  1. List every share, option and promise on one sheet
  2. Add the ESOP and count it as issued
  3. Model each round as new shares, not percentages
  4. Add SAFEs/notes as a conversion scenario, not shares
  5. Rebuild after every issuance — monthly habit
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How to build a cap table in one afternoon — Connectica guides

Start with shares, not percentages

Percentages go stale the moment anyone issues anything. Build the table in absolute shares: 4,500,000 to you, 4,500,000 to your co-founder, 1,000,000 reserved. Percentages are derived, never stored.

Count the option pool as spent

Investors price the pool as if fully issued, so model it that way too — a '10 percent pool' that is 4 percent granted still dilutes everyone by 10 percent at the negotiation table. The discrepancy between granted and reserved is a number investors will ask for; have both ready.

Treat SAFEs as scenarios

Outstanding SAFEs and notes are not shares until conversion, so keep them in a separate scenario block: 'if the next round prices at $X, these convert to N shares.' Your cap table proper stays clean; your model answers the question the investors will actually ask.

  • Track shares, options, and reserved separately
  • Vesting schedules beside every founder line
  • Conversion scenarios for every SAFE and note
  • Date and hash every version of the file

Connectica provides information only, not financial, investment, legal or tax advice. Figures on this page are estimates and generalizations — confirm anything that matters with the relevant professional or authority.