A cap table illustrates the ownership structure of a company by showing who owns what percentage of shares. It accounts for shares held by founders, investors, and any unissued shares such as option pools. The document provides an example cap table for Airbnb when it was founded, showing the three founders each owned 1,000 shares (33.33% each). It then demonstrates how the cap table would change after a new funding round, with the founders' ownership decreasing and new investors each receiving shares worth their investment amount.

1. 1. What is a cap table?

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
2

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
4
• 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