Valuation narrative worksheet
Write the case for your number before an investor asks for it, in the terms they actually weigh.
Copyable template
Valuation and dilution · Spreadsheet
Cap table starter
A first cap table: founders, option pool, and the SAFEs waiting to convert.
The SAFE + Dilution Decoder models one SAFE and no option pool on purpose — it is a teaching model for how a conversion behaves. A cap table is the other thing: every security that exists, in one place, reconciled.
Three tabs: who holds equity today, what the option pool has reserved and granted, and the convertibles waiting to convert. The third does not appear in the ownership percentages on the first, because until they convert they do not own shares — which is exactly the distinction founders lose track of.
Spreadsheet
What is in it
Equity holders
Issued shares only. Percentages calculate against the total of this tab, so they are fully diluted across issued equity but not across the convertibles.
Option pool
What is reserved, what is granted, and what is actually left. The gap between reserved and granted is the number an investor will ask about.
Convertibles
SAFEs, notes, and warrants — the claims that are not shares yet. Keep this reconciled with the equity tab rather than maintained separately from it.
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The template is ready. Add your email to open it, and you will also get The Raise Memo — a note for founders raising capital.
How to use it
Notes
This is a record, not a legal cap table. Whatever your counsel or your cap-table software holds is the authoritative version, and where the two disagree the document wins. What this workbook is for is making the picture visible to you between the moments when someone else updates it.
Where this comes from
The thinking behind it
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Dilution scenario comparison
Put several raise-and-cap combinations side by side and see the ownership each one leaves you.
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From the publication
Read The Raise Memo
A note for founders raising capital—what investors notice, how conviction gets built, and what to do next.
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