Term Sheet and Cap Table Workbook: Building Deals From Scratch

Understanding venture financing concepts is one thing; being able to model them quickly under deal pressure is another. This workbook-style course puts the pencil in your hand from the first exercise. You will not simply read about dilution — you will calculate it, discover where errors hide in a cap table, and learn to spot term sheet language that sounds neutral but favors one party. By the end of this course you will be able to build a multi-round cap table from a blank spreadsheet, annotate a term sheet to flag investor-friendly versus founder-friendly clauses, model the impact of different liquidation preference structures on exit proceeds, and prepare a clear ownership summary that any new investor can verify in minutes. What you will learn: - Setting up a cap table template: columns, share classes, and conversion triggers - Modeling a seed round with SAFEs and convertible notes, including interest and discount mechanics - Calculating post-money ownership after a priced Series A with a new option pool - Comparing participating and non-participating preferred in a waterfall exit model - Annotating term sheet clauses: flagging protective provisions, board seat allocations, and vesting schedules - Stress-testing anti-dilution provisions when a Series B comes in below Series A price - Building a fully diluted share count that accounts for warrants, options, and convertible instruments - Preparing an investor-ready cap table summary with clean formatting and audit trail Each module delivers a worksheet or template you complete before moving to the next. Annotated answer keys allow you to check your work and understand where common calculation mistakes occur. Case studies present fictionalized but realistic deal structures — a two-founder SaaS startup raising its first priced round, a hardware company issuing a bridge — and ask you to model the cap table consequences of each decision. Checklists summarize the negotiating considerations for founders and investors at each stage. This course is written for startup founders preparing for their first or second institutional raise, lawyers and paralegals who support startup clients, and analysts at venture funds or accelerators who are new to private-market documentation. No advanced finance background is required — arithmetic and spreadsheet comfort is sufficient. This course is informational and educational; it does not substitute for licensed legal or financial advice.