SmartHelping / Cap Table / Excel
Cap Table + Convertible Note Model
See how a convertible note and a new equity round change company ownership. Model the note's valuation cap, discount and accrued interest, compare pre- and post-money capitalization, and quantify dilution before negotiating financing terms.
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See the model in action
Walk through the cap table and dilution outputs.
See how the note terms, next financing round and stakeholder inputs flow through conversion pricing, share counts and ownership percentages.
What the model includes
Connect the financing terms directly to ownership and dilution.
Start with the existing shareholders, enter the convertible note and next-round assumptions, and see the resulting conversion price, share issuance and post-financing capitalization.
Compare pre- and post-money ownership
Track stakeholder shares, ownership percentages and the change in capitalization before and after the financing transaction.
Enter as many as five initial stakeholder groups
Build the starting capitalization across founders, employees, early investors or other shareholder groups using the ownership structure that fits the company.
Model the note's core economic terms
Enter principal, interest, time outstanding, valuation cap and discount assumptions to calculate the amount and price used at conversion.
Add a new priced financing round
Enter the next round's pre-money valuation and new capital raised to see how the new investors and converted note affect total shares.
Compare the valuation cap with the discount
Calculate the conversion price under both methods and identify the note-holder-favorable result used to determine the converted shares.
Include interest in the converted balance
Account for the note's annual interest rate and time outstanding so accrued interest is reflected in the ownership issued at conversion.
See how key terms change dilution
Use two built-in sensitivity tables to compare ownership outcomes as important note and financing-round variables change.
Visualize the capitalization before and after financing
Use the ownership chart to communicate the shift in stakeholder percentages. The Excel workbook is fully editable, unlocked and uses yellow input cells with blue text.
Convertible note mechanics
Follow the conversion from note balance to final ownership.
The model turns the note and next-round assumptions into a transparent share-price comparison, converted share count and fully updated capitalization table.
Note balance at conversion
Combine invested principal with accrued interest based on the annual rate and the amount of time the note has been outstanding.
Next-round share price
Use the assumed pre-money valuation and existing fully diluted shares to establish the price paid by the new equity investors.
Cap versus discount
Compare the valuation-cap price with the discounted next-round price and apply the more favorable conversion price for the note holder.
Post-financing ownership
Add the note-holder and new-investor shares to the existing capitalization, then calculate the resulting ownership and dilution for every stakeholder group.
How to use it
Move from the current ownership structure to a clear post-round cap table.
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Enter the starting capitalization
Define the initial stakeholder groups, existing share counts and current ownership before the note conversion or new financing round.
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Set the convertible note terms
Enter the principal, annual interest rate, time outstanding, valuation cap and conversion discount.
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Define the next equity round
Set the pre-money valuation and new investment amount to calculate the next-round price and resulting share issuance.
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Review dilution and test the terms
Compare the pre- and post-money cap tables, ownership chart and two sensitivity tables before finalizing the financing assumptions.
Who gets value from it
Built for the people evaluating startup financing terms.
Founders and management teams
See how convertible-note and new-round terms affect founder ownership before entering a financing negotiation.
Convertible note investors
Understand how the valuation cap, discount and accrued interest determine conversion price and final ownership.
Finance teams and advisors
Build a transparent capitalization analysis that can be reviewed, adjusted and explained to decision-makers.
Prospective equity investors
Evaluate the post-money ownership structure and the dilution created by both the note conversion and new equity issuance.
Also available in these bundles
Need a broader modeling library?
The Cap Table + Convertible Note Model is also included in the Super Smart, Sensitivity Tables, Valuation Models and Accounting Tools bundles.
Super Smart Bundle
Get the complete SmartHelping template collection for forecasting, valuation, accounting, financing, real estate and more.
View Super Smart BundleSensitivity Tables Bundle
Explore models built to show how key assumptions change ownership, returns, valuation and operating outcomes.
View Sensitivity Tables BundleValuation Models Bundle
Compare capitalization, company value and investment economics with a broader set of valuation tools.
View Valuation Models BundleAccounting Tools Bundle
Access accounting-focused templates for ownership, costing, reporting, schedules and financial analysis.
View Accounting Tools BundleRelated financial models
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A few useful details.
What transactions can I model?
You can model a convertible note, a new priced equity round, or both together to see the effect on stakeholder ownership and company capitalization.
How many initial stakeholder groups can I enter?
The starting cap table supports as many as five stakeholder groups, allowing you to represent founders, employees, early investors or other existing holders.
Which convertible note terms are included?
The model includes principal, annual interest, time outstanding, valuation cap and discount assumptions, along with the resulting conversion price and converted shares.
How does the model choose the conversion price?
It compares the share price implied by the valuation cap with the discounted next-round share price and uses the note-holder-favorable result.
What analysis outputs are included?
You receive detailed pre- and post-money cap tables, two dilution sensitivity tables and a chart comparing the ownership structure before and after the financing or note conversion.
Is the file editable and included in bundles?
Yes. The Excel workbook is fully unlocked and editable, with input cells highlighted in yellow and blue text. It is also included in the Super Smart, Sensitivity Tables, Valuation Models and Accounting Tools bundles.
See the dilution before signing the term sheet
Make the ownership impact of the financing clear.
Connect the existing cap table, convertible note terms and next equity round in one editable Excel model. One-time purchase for $45.
