Pre-Seed Cap Table Founder Equity & Angel Round Model

Pre-Seed Cap Table Template: Founder Equity & Angel Round Model

last updated: Feb 14, 2026
Most founders overcomplicate equity before they even have a product. They burn thousands on legal fees to model scenarios that might never happen. This simplified model tracks your ownership through the "Friends & Family" and Angel rounds without the bloat of Series A legalese. Equity is the most expensive currency you have—treat it that way.

Here is the breakdown of how to structure your early equity, starting with the cheat code.

TL;DR: The cheat code

A Pre-Seed Cap Table Template is a simplified ledger that tracks ownership percentages between co-founders, the employee option pool, and early SAFE investors before your first priced equity round.

  • Benchmark: Founding teams typically retain 70–80% equity post-angel round.
  • Rule: Do not issue actual stock options yet; just "reserve" the pool in your model.
  • Warning: Giving >1% advisory equity is a rookie error; standard is 0.1%–0.5%.

How to read this: Use the glossary to understand terms, then use the "How to build" section to model your specific scenario in Google Sheets.

Glossary

  • Common Stock: The basic ownership shares held by founders and employees. This is what you own.
  • Fully Diluted: Your ownership percentage assuming every option is granted and every SAFE converts into shares. Investors always look at this number.
  • SAFE (Simple Agreement for Future Equity): The standard contract for pre-seed money. Investors give you cash now for the right to shares later. We recommend the standard Y Combinator Post-Money SAFE.
  • Option Pool: Shares set aside (but not yet issued) for future hires. Investors will force you to create this before they invest, diluting you, not them. Use a dedicated option pool calculator to estimate this.
  • Vesting: The schedule on which you "earn" your shares. Standard is 4 years with a 1-year cliff (leave before 12 months, get nothing).

How to build your pre-seed cap table

Copy the structure below into Google Sheets or Excel. This "Pro Forma" model simulates what happens to your 100% ownership when you add a co-founder, an option pool, and raise a small Angel round on a SAFE.

Part 1: The setup (inputs)
Enter these numbers in your spreadsheet.
  • Founder 1 Initial Shares: 4,000,000
  • Founder 2 Initial Shares: 4,000,000
  • Target Option Pool: 10% (Post-Money)
  • Angel Investment: $500,000
  • Valuation Cap (Post-Money SAFE): $5,000,000

Part 2: The model
Formulas are noted in brackets like [=Sum(C2:C3)].
Shareholder Category
Specific Name
Shares (Pre-Round)
Ownership % (Pre)
New Shares / SAFE Impact
Shares (Post-Round)
Ownership % (Post)
Founders
Founder 1
4,000,000
50.0%
0
4,000,000
40.0%
Founder 2
4,000,000
50.0%
0
4,000,000
40.0%
Employees
Option Pool (Unissued)
0
0.0%
1,000,000
1,000,000
10.0%
Investors
Angel Round (SAFEs)
0
0.0%
(Simulated)
1,000,000
10.0%
TOTALS
8,000,000
100.0%
10,000,000
100.0%
Part 3: The logic (sample math)
To build this yourself, understand the mechanics of the Post-Money SAFE:
  • Total Post-Money Shares: If you want Founders to own 80% combined (after the 10% pool and 10% investors), you divide their shares by 0.8. Math: 8,000,000 / 0.8 = 10,000,000 Total Shares
  • Option Pool Size: You set this to 10% of the final number. Math: 10,000,000 * 0.10 = 1,000,000 Shares
  • Investor Share Calculation: For a Post-Money SAFE, divide Investment by the Valuation Cap to get ownership %. Math: $500,000 / $5,000,000 = 10% Ownership. Shares: 10,000,000 * 0.10 = 1,000,000 Shares

Benchmarks

You cannot effectively negotiate if you do not know the market standards. Here is what a healthy pre-seed cap table looks like.

  • Founder Ownership: 70–80% post-angel. If you dip below 60% this early, you become "uninvestable" for Series A.
  • Option Pool: 10–15% post-money. Don't let investors bully you into 20% unless you are hiring a C-suite immediately.
  • Advisor Equity: 0.1%–0.5%. The median is 0.21%. Use the FAST Agreement to standardize this.

Pre-money vs Post-money SAFE

The type of SAFE you sign dramatically changes your dilution.
  • Pre-Money SAFE: Founder-friendly but messy. The investor's ownership is calculated before new money comes in. If you stack multiple SAFEs, investors dilute each other, and nobody knows their true ownership until the priced round.
  • Post-Money SAFE: Investor-friendly and clean. The investor locks in their percentage (e.g., 10%) immediately. The founders take the dilution for the option pool and other SAFEs. This is the standard YC approach used in our template.

Risks

Even with a perfect spreadsheet, these errors can kill your cap table.
  • Dead Equity: A co-founder leaves after 6 months with 50% of the company. Fix: Implement 4-year vesting with a 1-year cliff on day one.
  • The 1% Advisor: Giving 1% to a mentor who introduces you to one VC. Fix: Cap advisors at 0.25% and vest it over 2 years.
  • Broken Cap Table: Having 50 small investors sending you $1k checks each. Fix: Use a Roll Up Vehicle (RUV) to consolidate them into one line item, or simply say no to checks under $10k.

Will a perfect cap table get you to $10k MRR?

No. Mastering this Pre-Seed Cap Table Template ensures you don't accidentally sell 60% of your company for $50k, but it is not the whole picture. Founders often hide behind spreadsheets because "equity modeling" feels like work. It isn't; it's admin. Use this template to set your baseline in 30 minutes, then close the tab and go sell. 100% of zero is still zero.
Take the 90-second audit to calculate your probability of hitting $10k MRR in the next 90 days.
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FAQ
  • You:
    Do I need a lawyer to manage my pre-seed cap table?
    Guide:
    Not for the spreadsheet, but yes for the contracts. Use this template to model scenarios, but use a platform like Carta or Pulley (or a lawyer) to issue the actual stock. A manual spreadsheet will eventually break and cost you thousands in legal cleanup fees later.
  • You:
    How much equity should I give to advisors?
    Guide:
    Stop overpaying. The standard market rate for a pre-seed advisor is 0.1% to 0.5%, vesting over 2 years. If an advisor asks for 5%, they are either predatory or don't understand startup economics.
  • You:
    What happens if we raise more money?
    Guide:
    You get diluted. This model shows the "Angel" stage. When you raise a Series A, you will issue new shares, increasing the denominator (Total Shares). Your number of shares stays the same, but your percentage goes down. This is the price of growth. If you are past this stage, check our seed cap table builder.
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