Pre-Seed Template: The Minimum Viable Cap Table
At pre-seed, the cap table contains founders, possibly one or two angel investors, and an option pool reservation. Eight columns are sufficient:
• Shareholder name (full legal name, not nickname) • Security type (Common, Series Seed Preferred, Option Pool — Reserved) • Issue date (date the shares were issued or the pool was reserved) • Number of shares • Consideration paid (cash, IP assignment, sweat equity — value in EUR) • % basic (issued shares basis) • % fully diluted (including the option pool) • Vesting status (X / Y vested, cliff date, full vest date)
This template fits comfortably in a single spreadsheet tab. Every founder should be able to read and explain every cell. Avoid premature elaboration — at pre-seed, simplicity beats sophistication.
Seed Additions: Convertibles and Option Pool Detail
Seed-stage companies typically carry one or more convertible instruments (SAFEs or convertible loan agreements) and a growing option pool. The template expands by adding two new tabs.
Tab 2 — Convertibles: each instrument tracked separately with columns for instrument type (SAFE / CLA), holder, principal (EUR), date, cap (EUR), discount (%), conversion trigger, conversion model (estimated shares at the next round's expected price), and a sensitivity column showing conversion at three valuation scenarios. The conversion model is the most error-prone part of any seed cap table — circular references between SAFE conversion and the round it triggers are easy to introduce and hard to debug.
Tab 3 — Option Pool detail: each grant tracked separately with grantee name, grant date, total options, vested options, exercise price, expiration date, and status (active / exercised / cancelled / repriced). The pool tab should show three running totals: granted, exercised, and available (reserved minus granted minus cancelled).
See [convertible notes & SAFEs](/captable/convertible-notes-safes) and [esop](/captable/esop) for the underlying mechanics.
Series A Additions: Preferred Share Classes
Series A is the inflection point. The cap table now needs columns that did not exist before: conversion ratio (to common-equivalent on as-converted basis), liquidation preference amount (EUR — the multiple times the original investment), participating flag (Yes/No), participation cap (if participating, the multiple at which participation stops), anti-dilution protection type (broad-based weighted average / narrow / full ratchet), and voting basis (as-converted, separate class vote on protective provisions).
The conversion ratio is updated by anti-dilution adjustments. The liquidation preference amount is the running total per holder including any accrued dividends. The participating flag drives the exit waterfall — see [exit waterfall](/captable/exit-waterfall) and [participating preferred](/captable/participating-preferred).
Most Series A spreadsheets also add a 'pre-emption rights' or 'pro-rata' column flagging which holders carry the right to participate in future rounds. This is administrative but matters at Series B when allocation is calculated. See [pro-rata rights](/captable/pro-rata-rights).
Series B Additions: Seniority Stack and Secondary History
By Series B, the cap table contains two or three preferred classes (Seed, A, B), each with different terms. The template needs a seniority rank column (1 = most senior, paid first in liquidation) and a pay-to-play status column tracking which existing holders met the pay-to-play threshold in past rounds.
A secondary transaction history tab tracks any share movements: founder secondaries, employee tender offers, investor-to-investor sales. Each row records the parties, share count, price per share, date, and any related cap table adjustments (e.g. preferred-to-common conversion on secondary). This history is essential for due diligence and is one of the most common gaps in spreadsheet cap tables. See [secondary transactions](/captable/secondary-transactions).
By Series B the spreadsheet is straining. Cross-tab formula dependencies multiply, version control fails, and the cumulative time spent on cap table maintenance exceeds the cost of dedicated software.
When Spreadsheets Break Down and What to Use Instead
Three signals indicate the spreadsheet has outlived its useful life:
1. More than 10 distinct shareholder entries. The reconciliation burden grows non-linearly because every change requires updating multiple tabs and re-running every formula.
2. A second preferred class. The seniority calculations, anti-dilution adjustments, and waterfall modelling become formula-heavy in a way that introduces silent errors.
3. The first VC due diligence. DD teams expect to receive cap table data in a standard format with audit history — a spreadsheet attached to an email cannot provide either.
Common spreadsheet pitfalls (in roughly the order they appear): circular references in SAFE conversion models, version drift across email threads (each lawyer / investor / founder has a different file), formula errors in percentage calculations after a row insert, missing audit trail for grants, inconsistent treatment of cancelled options, missing transactions, and incorrect anti-dilution math after the first down round.
Dedicated platforms (CAPLINK, Carta, Pulley, Ledgy) handle all of this natively: single source of truth, audit log per change, automated waterfall calculations, support for all preferred class types, and direct integration with cap table due diligence. The right time to migrate is at Series A or when the cap table crosses 10 holders, whichever comes first. See [cap table management](/captable/cap-table-management), [cap table governance](/captable/cap-table-governance), [fully diluted capitalization](/captable/fully-diluted-capitalization), and [dilution modeling](/captable/dilution-modeling) for related operational practices.