Build a Cap Table from Scratch


(10 ratings)


1 Day


Cohort-based Course

2 hour workshop for founders, VCs, and lawyers to build a cap table for a startup, modeling equity, SAFEs, convertible notes, and options.

Course overview

Build a cap table you can use

Today more than ever, it's important to know how fundraising structures impact ownership and dilution as valuations change, but the terminology and structures can often be confusing and opaque even to people experienced in finance. Even if you are working with experienced investors, lawyers, and founders, knowing the fundamentals of how venture financing structures work can save you from costly misunderstandings and errors.

I've helped over 35,000 founders, venture capitalists, and lawyers from around the world with tools and classes to understand how equity, convertible notes, SAFEs, and tokens impact their cap tables, dilution, and ownership. We'll build a cap table using examples of equity, SAFEs, convertible notes and options and you'll leave with a model you can use.

The workshop is two hours long and can be joined live or watched on your own time. All students will receive the slides, the example spreadsheet, the case study, and the recording of the full workshop, and all of the materials can be downloaded for viewing on your own time.

The content in this course covers a portion of the material from the comprehensive Cap Table and Exit Waterfall Masterclass, a 4.6 star (out of 5) rated class from the 300+ students that have joined the thirteen cohorts over the last two+ years.

No advanced preparation is required, a basic knowledge of venture capital is recommended.

Who this course is for


Venture Capital analysts and associates, lawyers and accountants looking to learn how to build cap table models


Founders, CFOs, Controllers, VPs of Finance, and finance executives raising capital who are creating and managing cap tables


Anyone looking to get into venture capital or startups and understand how cap tables work.

Learn how to read, understand, and create cap tables

Understand how to calculate share counts, share prices, ownership, and dilution

Build an example cap table to show you how to calculate the key aspects of cap tables, including price per share, share counts, ownership percentages, and how raising capital dilutes shareholders.

Model common and preferred equity

How common and preferred equity are modeled on cap tables, and why founders and investors care about different share classes.

Learn how to issue and convert SAFEs and convertible notes

Build a cap table showing how to issue SAFEs and convertible notes, how to calculate the number of shares to issue and share prices at conversion in equity financings, and what terms to care about when negotiating these instruments.

Learn how to create and expand option pools

How to create new option pools and expand existing option pools through equity fundraising events, how options dilute existing shareholders, and what to look for when negotiating option pools and valuation.

Model down rounds

Understand how to model typical anti-dilution structures to deal with down rounds

Scenario plan fundraising rounds

Understand how to change the parameters for fundraising rounds to see the impact on ownership, dilution, and share value.

Understand the hidden incentives behind term sheet structures

Gain an introductory knowledge of how the key terms of these financing structures impact shareholder incentives

This course includes

1 interactive live session

Lifetime access to course materials

5 in-depth lessons

Direct access to instructor

Projects to apply learnings

Guided feedback & reflection

Private community of peers

Course certificate upon completion

Maven Satisfaction Guarantee

This course is backed by Maven’s guarantee. You can receive a full refund within 14 days after the course ends, provided you meet the completion criteria in our refund policy.

Course syllabus

Expand all modules
  • Week 1

    Jun 18

    Week dates are set to instructor's time zone


    • Jun


      Build a Cap Table from Scratch

      Tue, Jun 18, 4:00 PM - 6:00 PM UTC


    • Prereading and Background Materials

    • Workshop Materials

    • Practice Exercises

  • Post-Course


    • How I can help (after the class)


(10 ratings)

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Meet your instructor

Taylor Davidson

Taylor Davidson

Founder and Managing Director, Foresight

Taylor Davidson is the founder of Foresight, which helps entrepreneurs use financial models for business decisions.

Through his template financial models and strategic advisory services, he has helped over 50,000 entrepreneurs from 116 countries on financial planning, projections, fundraising, valuations, and business strategy.

Taylor has also worked with over 800 angel investors and venture funds on investment strategy, portfolio tracking, capital planning, and fundraising.

He created the Cap Table and Exit Waterfall Masterclass to help founders and VCs learn how to understand and build cap tables and exit waterfalls for their financing rounds.

He created How to Model Venture Funds to help VCs learn how to model portfolio construction, capital flows, and unpack key performance metrics.

Contact him at or @tdavidson on Twitter.

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Workshop Details

2 hour workshop
  • Tuesday, June 18th

    12:00 PM to 2:00 PM EST

    Modeling a cap table from start to finish in two hours, with Q&A, live over Zoom. Immediate access to slides, spreadsheets, background readings, and a class recording.

  • Bite-sized, practical exercises

    We'll build a model live, and you'll leave with a model you can use and the knowledge to build your own from scratch. Practical exercises for you to apply what you learn in class. Download an example of the exercises here.

  • No required homework or prereading

    Structured to be manageable for busy professionals with actionable takeaways that you can use at work today.

  • Join live, watch anytime

    The workshop will be recorded, so you can watch again if you have to miss a section, or just want a refresh on the material.

Here's a sample from a recent workshop

This was a free workshop on modeling SAFEs, which is a small portion of modeling convertibles.
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Free resource

3 free mini-cases for learning cap tables (with answer keys)

Today more than ever, it's important to know how fundraising structures impact ownership and dilution as valuations change.

Download three of the fourteen mini-cases we use in Build a Cap Table from Scratch and the Cap Table and Exit Waterfall Masterclass to learn cap table math, including how to model equity raises, convertible notes and SAFEs, anti-dilution, option pools, and more.

Get the free spreadsheet and videos

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