Skip to content
Felix
  • Topics
    • My List
    • Felix Guide
    • Asset Management
    • Coding and Data Analysis
      • Data Analysis and Visualization
      • Financial Data Tools
      • Python
      • SQL
    • Credit
      • Credit Analysis
      • Restructuring
    • Financial Literacy Essentials
      • Financial Data Tools
      • Financial Math
      • Foundations of Accounting
    • Industry Specific
      • Banks
      • Chemicals
      • Consumer
      • ESG
      • Insurance
      • Oil and Gas
      • Pharmaceuticals
      • Project Finance
      • Real Estate
      • Renewable Energy
      • Technology
      • Telecoms
    • Introductory Courses
    • Investment Banking
      • Accounting
      • Financial Modeling
      • M&A and Divestitures
      • Private Debt
      • Private Equity
      • Valuation
      • Venture Capital
    • Markets
      • Economics
      • Equity Markets and Derivatives
      • Fixed Income and Derivatives
      • Introduction to Markets
      • Options and Structured Products
      • Other Capital Markets
      • Securities Services
    • Microsoft Office
      • Excel
      • PowerPoint
      • Word & Outlook
    • Professional Skills
      • Career Development
      • Expert Interviews
      • Interview Skills
    • Risk Management
    • Transaction Banking
    • Felix Live
  • Pathways
    • Investment Banking
    • Asset Management
    • Equity Research
    • Sales and Trading
    • Commercial Banking
    • Engineering
    • Operations
    • Private Equity
    • Credit Analysis
    • Restructuring
    • Venture Capital
    • CFA Institute
  • Certified Courses
  • Ask An Instructor
  • Support
  • Log in
  • Topics
    • My List
    • Felix Guide
    • Asset Management
    • Coding and Data Analysis
      • Data Analysis and Visualization
      • Financial Data Tools
      • Python
      • SQL
    • Credit
      • Credit Analysis
      • Restructuring
    • Financial Literacy Essentials
      • Financial Data Tools
      • Financial Math
      • Foundations of Accounting
    • Industry Specific
      • Banks
      • Chemicals
      • Consumer
      • ESG
      • Insurance
      • Oil and Gas
      • Pharmaceuticals
      • Project Finance
      • Real Estate
      • Renewable Energy
      • Technology
      • Telecoms
    • Introductory Courses
    • Investment Banking
      • Accounting
      • Financial Modeling
      • M&A and Divestitures
      • Private Debt
      • Private Equity
      • Valuation
      • Venture Capital
    • Markets
      • Economics
      • Equity Markets and Derivatives
      • Fixed Income and Derivatives
      • Introduction to Markets
      • Options and Structured Products
      • Other Capital Markets
      • Securities Services
    • Microsoft Office
      • Excel
      • PowerPoint
      • Word & Outlook
    • Professional Skills
      • Career Development
      • Expert Interviews
      • Interview Skills
    • Risk Management
    • Transaction Banking
    • Felix Live
  • Pathways
    • Investment Banking
    • Asset Management
    • Equity Research
    • Sales and Trading
    • Commercial Banking
    • Engineering
    • Operations
    • Private Equity
    • Credit Analysis
    • Restructuring
    • Venture Capital
    • CFA Institute
  • Certified Courses
Felix
  • Data
    • Company Analytics
    • My Filing Annotations
    • Market & Industry Data
    • United States
    • Relative Valuation
    • Discount Rate
    • Building Forecasts
    • Capital Structure Analysis
    • Europe
    • Relative Valuation
    • Discount Rate
    • Building Forecasts
    • Capital Structure Analysis
  • Models
  • Account
    • Edit my profile
    • My List
    • Restart Homepage Tour
    • Restart Company Analytics Tour
    • Restart Filings Tour
  • Log in
  • Ask An Instructor
    • Email Our Experts
    • Felix User Guide
    • Contact Support

Capitalization Table

The purpose of a cap table, defining the concept of dilution, and how a startup company’s cap table is set up and impacted with each new equity capital round. As well as the purpose of liquidation preferences and anti-dilution measures and the impact on investors and entrepreneurs.

Unlock Your Certificate   
 
0% Complete

23 Lessons (91m)

Show lesson playlist
  • Description & Objectives

  • 1. What is a Capitalization Table

    03:04
  • 2. Cap Table Fundamentals

    03:06
  • 3. Cap Table Early Stage

    03:18
  • 4. Cap Table Early Stage Workout

    02:09
  • 5. Cap Table Seed Round

    01:39
  • 6. Cap Table Seed Round Workout

    02:06
  • 7. Cap Table Series A

    03:35
  • 8. Cap Table Series A Workout

    06:14
  • 9. Cap Table Series B

    01:12
  • 10. Cap Table Series B Workout

    05:16
  • 11. Key Stock Option Terms

    01:27
  • 12. Setting Up a Complex Cap Table

    01:17
  • 13. Complex Cap Table Seed Workout

    08:24
  • 14. Complex Cap Table Series A Workout

    10:47
  • 15. Complex Cap Table Series B Workout

    09:22
  • 16. Liquidation Preference

    03:39
  • 17. Liquidation Preference Workout Part 1

    06:12
  • 18. Liquidation Preference Workout Part 2

    02:46
  • 19. Down Rounds

    03:14
  • 20. Anti Dilution Measures

    05:22
  • 21. Down Rounds Workout Part 1

    04:49
  • 22. Down Rounds Workout Part 2

    04:18
  • 23. Capitalization Table Tryout


Prev: Life Cycle of a VC Fund Next: Forms of Consideration

Complex Cap Table Series B Workout

  • Notes
  • Questions
  • Transcript
  • 09:22

Demonstrates how to set up a complex cap table, calculating the number of shares to be offered to each investment round for their desired ownership stake.

Downloads

Capitalization Table Complex Workout Series B EmptyCapitalization Table Complex Workout Series B Full

Glossary

Complex Cap Table
Back to top
Financial Edge Training

© Financial Edge Training 2025

Topics
Introduction to Finance Accounting Financial Modeling Valuation M&A and Divestitures Private Equity
Venture Capital Project Finance Credit Analysis Transaction Banking Restructuring Capital Markets
Asset Management Risk Management Economics Data Science and System
Request New Content
System Account User Guide Privacy Policy Terms & Conditions Log in
Transcript

Let's have a look at how we would set up the complex cap table for a series B capital round where the ESOP is required to be held at 10%. So again, there's two stages here. We need to top up the ESOP to get up to the level that it needs to be such that it can handle the dilution of 25% that will get from the round B financing that's coming in next so that it ends up back at 10% as the final waiting that it has after the series B round. So we need to take the 10% that we ultimately want to get to and divide this by one minus the percentage that the series B investors will end up owning of 25%.

So we want to give the ESOP up to 13.3%. It's currently sitting there at 10% from the previous series A financing round. So what we need to think about is how many shares, how many new shares do we need to allocate to the ESOP to get it up to 13.5%? The first thing to think about is what impact we have for the existing shareholders in terms of the loss to their particular stake. These shareholders are gonna end up with one minus that 13.3% where they previously had the bit that wasn't held by the 10% of shares held by the ESOP. So we're gonna see the percentage that was previously held by these founders and early employees and series A end up at 96.3% of what it was previously in terms of the percentage taken in the company. The new shares to allocate the ESOP. We're gonna use the solver function to resolve this. So everything else can come down from our previous tables. So the co-founders have 925,000. The early employees have 150,000. The seed investors have together 222,000. The ESOP, well, what I want the ESOP to end up being is what it was before, plus the new shares that we're gonna allocate to it. And the series A investors or the series A investors we can see from previous were given 634,000 shares. So the total number of shares we've got at the moment in my calculation here is the 3.174 million, which is the same as you can see from row 98 as we had after the series A capital round. However, the stock options calculation does include any new shares that I calculate in C104.

So for the stake number of shares divided by the total lock onto the total, as we've done a number of times now, and we can copy this down to show that this is how things were after the series A round. We do need to go on to do the second step of the calculation, which is to figure out how many new shares are gonna be needed to be issued to the series of B round. The series B round here is for 15 million for 25% of the company. So same calculations as we saw for the series A. If 15 million is what 25% of the company is worth, then the whole company must be the 15 million divided by the 25% or 60 million. The value held by the existing shareholders must be the 60 minus what is paid by the series A capital injection. So the company must been worth 45 million before that money was injected. How many shares did we have? Well, at the moment we've got the 3.174 million, but that will change when I add in the new top up of the ESOP.

And therefore the current implied share price is the 45 million of value for all of those prior investors divided by the number of shares that they have. So that's 14.17 at the moment. The number of new shares that would then need to be created to represent a 15 million investment in the business would need to be the 15 million divided by the 14.17 price per share, or in other words, 1,058,000 shares.

Let's go down and finish off the allocations as before. So for our series B investor, we've got a number of different venture capital investors. They've got different weights in this investment. So the number of shares they're gonna get is their percentage multiplied by the total number that we've just calculated on row 1, 2, 3. If I lock onto that, I can copy this straight down. That'll give me the total number of shares that we're allocating that to 1,058,000. And the dollar value of each of those investments is gonna be the number of shares multiplied by the implied share price, 1417. And if we lock onto that, we can then copy this down to get the total of 15 million investments. If we then go down through and do the calculation as to how things will look at series B closing, most of these share numbers we can just pick up from the series A closing calculations. But the series B percentages we need to pick up from the calculations we've just worked through and the options we need to pick up from calculations that we're going to put the solve function into in a second up on row 96.

And we'll put the percentages in there as well. At the moment you can see this isn't working because we want to end up at 10% for the esop, but we're down at 7.5 at the moment, so we need to create some new shares to give to the ESOP to top them back up to 13.3% before the series B round. So they end up at 10% after the series B round. So let's go through that calculation again using our solve function, so alt and A for data, and then Y2 for the solve function. What I want to do here is to set the stake that the ESOP has before the series B round that's on row 112 to be equal to the 13.333%. And to get there, I'm gonna change my highlighted yellow cell. So again, hit solve that will solve this all for us. And okay, to tell us that we need to create another 122,000 shares to give to the ESOP, that will get them up to 13.3% before the series B round. And then after the series B round, we'll end up at 10%. So we're adding in the 122,000 new shares to the existing shares that we had. From all of these calculations, we can again see that the share price has fallen down to 13.65 and additional shares have had to be issued. The final step is to get this into the complex cap table itself on a investor by investor basis. So we need to go down and see what we've allocated to the series B investors and what they've invested. So let's go back to the table here for those series B investors. We've got Baltic Venture who invested 3.5 million and in return they've got 256,000 shares. We've got Pacific Venture Partners who invested 5 million and in return got 366,000 shares. We've also got Atlantic Venture Partners who invested 4.5 million and got 329,000 shares.

And finally, Park Place also invested having invested at Series A, they did invest a further 2 million at series B and got an additional 146,000 shares. We need to take all of this into account as we go over to the right hand side. So the total capital needs to include what was brought in at the series B, as does the total number of shares owned by each type of investor. And as a result, we can pull all of those numbers down for the series B venture investors. The final thing that we need to do is to bring in the top up number of shares that we have for the esop, which was the 122,000.

And if we calculate all the way across, we can see that the ESOP series A and B together give us 10% of the shares in the company.

This is quite complex we have a lot of different types of investors here. So we might want to summarize it down into the different types of investors. The founders, their shares are gonna be the 925,000 for each of the two founders. The external investors, these are the shares that they've invested in the company, but also they've injected a whole lot of capital as well. And the ESOP is the shares that have been given to both the early employees, but also the series A and series B ESOP to get a number of shares. So what we can see is that 23.5 million's been injected to the company. We've got 4.4 million shares almost, and we can also calculate the ownership percentages from that to show us that the founders now own only 42.1% between the two of them. The ESOP has 13.4, but this is the two elements of the ESOP is the early employee hires, but also the 10% ESOP that we have for the series A and series B rounds. The final step Is to get our overall implied valuation, we need to grab the price from the series B investment, that's the 13.65, and then we can update the current post money valuation. It is picking up the correct number of shares, but we need to update the price that we're using and that gets us to the 16 million valuation that we had used previously.

Content Requests and Questions

You are trying to access premium learning content.

Discover our full catalogue and purchase a course Access all courses with our premium plans or log in to your account
Help

You need an account to contact support.

Create a free account or log in to an existing one

Sorry, you don't have access to that yet!

You are trying to access premium learning content.

Discover our full catalogue and purchase a course Access all courses with our premium plans or log in to your account

You have reached the limit of annotations (10) under our premium subscription. Upgrade to unlock unlimited annotations.

Find out more about our premium plan

You are trying to access content that requires a free account. Sign up or login in seconds!

Create a free account or log in to an existing one

You are trying to access content that requires a premium plan.

Find out more about our premium plan or log in to your account

Only US listed companies are available under our Free and Boost plans. Upgrade to Pro to access over 7,000 global companies across the US, UK, Canada, France, Italy, Germany, Hong Kong and more.

Find out more about our premium plan or log in to your account

A pro account is required for the Excel Add In

Find out more about our premium plan

Congratulations on completing

This field is hidden when viewing the form
Name(Required)
This field is hidden when viewing the form
Rate this course out of 5, where 5 is excellent and 1 is terrible.
Were the stated learning objectives met?(Required)
Were the stated prerequisite requirements appropriate and sufficient?(Required)
Were the program materials, including the qualified assessment, relevant and did they contribute to the achievement of the learning objectives?(Required)
Was the time allotted to the learning activity appropriate?(Required)
Are you happy for us to use your feedback and details in future marketing?(Required)

Thank you for already submitting feedback for this course.

CPE

What is CPE?

CPE stands for Continuing Professional Education, by completing learning activities you earn CPE credits to retain your professional credentials. CPE is required for Certified Public Accountants (CPAs). Financial Edge Training is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors.

What are CPE credits?

For self study programs, 1 CPE credit is awarded for every 50 minutes of elearning content, this includes videos, workouts, tryouts, and exams.

CPE Exams

You must complete the CPE exam within 1 year of accessing a related playlist or course to earn CPE credits. To see how long you have left to complete a CPE exam, hover over the locked CPE credits button.

What if I'm not collecting CPE credits?

CPE exams do not count towards your FE certification. You do not need to complete the CPE exam if you are not collecting CPE credits, but you might find it useful for your own revision.


Further Help
  • Felix How to Guide walks you through the key functions and tools of the learning platform.
  • Playlists & Tryouts: Playlists are a collection of videos that teach you a specific skill and are tested with a tryout at the end. A tryout is a quiz that tests your knowledge and understanding of what you have just learned.
  • Exam: If you are collecting CPE points you must pass the relevant CPE exam within 1 year to receive credits.
  • Glossary: A glossary can be found below each video and provides definitions and explanations for terms and concepts. They are organized alphabetically to make it easy for you to find the term you need.
  • Search function: Use the Felix search function on the homepage to find content related to what you want to learn. Find related video content, lessons, and questions people have asked on the topic.
  • Closed Captions & Transcript: Closed captions and transcripts are available on videos. The video transcript can be found next to the closed captions in the video player. The transcript feature allows you to read the transcript of the video and search for key terms within the transcript.
  • Questions: If you have questions about the course content, you will find a section called Ask a Question underneath each video where you can submit questions to our expert instructor team.