2. 2
What is a Share Cap Table?
• “Share Capitalisation”
• Illustrates who owns what
• Shows the impact of any share “structures” not yet in play
• Allows future situations to be simulated
Importance?
• Who is incentivised
• Who has control
3. 3
AirBnB Example
• This cap table shows that the
3 founders all have an equal
number of shares (1,000)
• They each own 33.33% of the
business
• There is a total of 3,000
AirBnB shares at this point in
time
• There are no options or
warrants
• There are no outside
investors holding shares
Total Shares Issued basis % Fully Diluted %
Founders
Brian Chesky 1,000 33.33% 33.33%
Joe Gebbia 1,000 33.33% 33.33%
Nathan Blecharczyk 1,000 33.33% 33.33%
Founder Subtotal 3,000 100.00% 100.00%
Investors
Angel 1 0 0.00% 0.00%
Angel 2 0 0.00% 0.00%
Angel 3 0 0.00% 0.00%
Investors Subtotal 0 0.00% 0.00%
Options
Option Pool-Existing 0 0.00%
Option Pool - New 0 0.00%
Options Subtotal 0 0.00%
Total 3,000 100% 100%
AirBnB Inc
4. 4
Key terms & calculations
• AirBnB Inc raises an investment round of £1m
• The company is valued at £3m at the point before investment
• The Share Price is £1,000
• There is no option pool
• The post-money valuation is £4m
Total Shares Issued basis % Fully Diluted %
Founders
Brian Chesky 1,000 33.33% 33.33%
Joe Gebbia 1,000 33.33% 33.33%
Nathan Blecharczyk 1,000 33.33% 33.33%
Founder Subtotal 3,000 100.00% 100.00%
Investors
Angel 1 0 0.00% 0.00%
Angel 2 0 0.00% 0.00%
Angel 3 0 0.00% 0.00%
Investors Subtotal 0 0.00% 0.00%
Options
Option Pool-Existing 0 0.00%
Option Pool - New 0 0.00%
Options Subtotal 0 0.00%
Total 3,000 100% 100%
AirBnB Inc
5. 5
Calculations
Output In example Workings
Pre money valuation £ 3,000,000
Total Investment Amount (£) £ 1,000,000
Total Issued Shares pre-investment 3,000 From Cap table
Total FD Shares pre-investment 3,000 3,000 + 0
Investment round share price £ 1,000.00 £3,000,000 / 3,000
New Shares at this round 1,000.00 £1,000,000 /£1,000
New Options -
Total issued shares Post investment 4,000 3,000 + 1,000
Total FD shares post invesment 4,000 3,000 + 1,000 + 0
Post Money £ 4,000,000.00 4,000 x £1,000
Dilution 25% (1,000 + 0)/ 4,000
Total FD Shares + New Shares +
New Options
Total FD Shares x Share Price
Total new shares + new options /
total FD shares post investment
Calculation
Total New Money / Share Price
Negotiation
Total issued Shares + New Shares
Negotiation
Sum of New Money being
invested
All issued shares from share
register
All issued shares + Options +
Warrants
Pre-Money valuation / Total FD
Shares
6. 6
What do these calculations mean?
• One share in AirbnB was valued at £1,000
• Any investor at that round would receive 1 share for every £1,000 they
invested
• An additional 1,000 shares were created, or issued to enable this
• No additional options were created as part of this deal
• The AirBnB founders would have negotiated the pre-money valuation
with investors and the outcome of that negotiation was a valuation of
£3m. This is referred to as the pre-money valuation
• The valuation once the investment round needs to reflect the additional
cash being injected into the business ie £3m + £1m new money. This is
calculated on a share basis. The post-money valuation is £4m.
7. 7
Impact of the Investment Round
• Angel 1 invested £500k, Angel 2 invested £250k and Angel 3 invested
£250k
• They received a total of 1,000 new shares between them
Shares Issued basis
%
Fully
Diluted %
New Money
Invested
New
Shares
Total
Shares
Issued % Fully
Diluted %
Founders
Brian Chesky 1,000 33.33% 33.33% 1,000 25.00% 25.00%
Joe Gebbia 1,000 33.33% 33.33% 1,000 25.00% 25.00%
Nathan Blecharczyk 1,000 33.33% 33.33% 1,000 25.00% 25.00%
Founder Subtotal 3,000 100.00% 100.00% 3,000 75.00% 75.00%
Investors
Angel 1 0 0.00% 0.00% 500,000£ 500 500 12.50% 12.50%
Angel 2 0 0.00% 0.00% 350,000£ 350 350 8.75% 8.75%
Angel 3 0 0.00% 0.00% 150,000£ 150 150 3.75% 3.75%
Investors Subtotal 0 0.00% 0.00% 1,000,000£ 1,000 1,000 25.00% 25.00%
Options -
Option Pool-Existing 0 0.00% - 0.00%
Option Pool - New 0 0.00% - 0.00%
Options Subtotal 0 0.00% - - 0.00%
Total 3,000 100% 100% 1,000,000£ 1,000 4,000 100% 100%
Post investmentPre Investment New Investment
8. 8
Overall Impact
• New investors have
gained a total of 25%
of the business
• The founders %
holding has reduced
• A total of 1,000 shares
were purchased
Total Shares Issued
basis %
Fully
Diluted %
Total
Shares
Issued % Fully
Diluted %
Founders
Brian Chesky 1,000 33.33% 33.33% 1,000 25.00% 25.00%
Joe Gebbia 1,000 33.33% 33.33% 1,000 25.00% 25.00%
Nathan Blecharczyk 1,000 33.33% 33.33% 1,000 25.00% 25.00%
Founder Subtotal 3,000 100.00% 100.00% 3,000 75.00% 75.00%
Investors
Angel 1 0 0.00% 0.00% 500 12.50% 12.50%
Angel 2 0 0.00% 0.00% 350 8.75% 8.75%
Angel 3 0 0.00% 0.00% 150 3.75% 3.75%
Investors Subtotal 0 0.00% 0.00% 1,000 25.00% 25.00%
Options -
Option Pool-Existing 0 0.00% - 0.00%
Option Pool - New 0 0.00% - 0.00%
Options Subtotal 0 0.00% - 0.00%
Total 3,000 100% 100% 4,000 100% 100%
Post investmentPre Investment
