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Shadow Cap Table Template for Angels
A shadow cap table template is the angel’s dated workbook, not the company’s live equity system. Raziel’s startup cap table for angels is how to read the export. This page is the sheet: authorized, issued, option pool, SAFE as-converted, your shares, and fully diluted %. Carta’s July 29, 2026 cap-table guide: investors negotiate on the fully diluted number, and a term-sheet price or target percentage almost always assumes full dilution, including the new option pool. Recalc when that pool refreshes — not on every founder email.
This is not legal, tax, or investment advice. Raziel Holdings, Inc. does not provide it. Copy numbers from the signed instruments and the dated export.
What columns belong in a shadow cap table template
Keep one row per company, plus legal name, as-of date, and source (PDF, Carta export, counsel table). Then six number columns:
Authorized. Carta: the maximum shares the company may issue, set in the incorporation documents. A charter ceiling, not ownership.
Issued. Carta’s issued-and-outstanding: shares granted and held today. Carta’s December 3, 2024 fully-diluted guide: outstanding excludes equity not yet converted or exercised — warrants, options, RSUs.
Option pool. Reserved, granted (vested and unvested), and unallocated. Carta’s August 20, 2026 option-pool guide: reserved shares sit on the cap table as the future-grant reserve, and unallocated shares still count toward fully diluted.
SAFE as-converted. One sub-row per instrument: amount, cap, discount, pre- or post-money, then the share estimate. Use Y Combinator’s conversion math — do not paste a deck percentage.
Your shares. The notice count if you already hold stock; the as-converted estimate if you still hold a SAFE or note.
Fully diluted %. Your shares divided by the fully diluted denominator you built, plus a note of what you included.
If the export and your sheet disagree, flag the cell. Do not silently overwrite.
Authorized vs issued vs fully diluted
Carta’s fully-diluted page defines the count as the total common-share equivalent — common plus preferred calculated as if converted into common — of equity issued or expected to be issued:
Fully Diluted Shares = Common Shares Outstanding + Convertible Securities + Stock Options + Warrants + The Option Pool
Carta: establishing an option pool increases the fully diluted count immediately, even though outstanding shares do not change until exercise. Issued-only math prints a healthier percentage than the term sheet.
How to log SAFE as-converted shares
Y Combinator’s post-money SAFE User Guide: when the valuation cap applies, Safe Price equals the Post-Money Valuation Cap divided by Company Capitalization, and shares equal the Purchase Amount divided by that Safe Price. The implied percentage before a priced round is Purchase Amount divided by the Post-Money Valuation Cap.
The column lives or dies on what entered Company Capitalization. YC: both the original (pre-money) SAFE and the post-money SAFE include outstanding Capital Stock, Outstanding Options, Promised Options, and the Unissued Option Pool. The original SAFE includes the Equity Financing’s option-pool increase and excludes other SAFEs, notes, and similar convertibles. The post-money SAFE includes those converting securities and excludes the option-pool increase adopted as part of the priced round.
Write the method on the row: cap or discount, pre- or post-money, and whether the export used the same Company Capitalization. If you cannot rebuild the share count from the signed SAFE and the dated table, leave the cell blank and attach the export.
Recalc the template when the option pool refreshes
A pool refresh is a new fully diluted denominator. Carta’s August 20, 2026 option-pool guide: a pre-money valuation usually includes a target option-pool percentage as a core pricing term. The increase is typically counted in the “pre-money shares” and will not dilute the new investors. The bigger the increase, the lower the price per share and the higher the incoming ownership. Increases after the financing equally dilute everyone, including those investors.
Carta’s “option pool shuffle”: a $10 million pre-money valuation that requires expanding the pool from 5% to 15% before close takes that 10-point increase out of existing shareholders. Recalc then. A hiring update that grants from unallocated shares you already carry is a file, not a new snapshot.
Recalc in this order:
Raise the option-pool column to the reserved size in the term sheet. Split granted vs. unallocated if the export shows it.
Rebuild SAFE as-converted with YC’s rule for that form. On a post-money SAFE, the financing-related pool increase is outside Company Capitalization, so the SAFE share count may not move even while your fully diluted % does.
Keep your shares as the stock you hold or the as-converted count you just wrote. Do not invent a second share number to force a target percentage.
Recompute fully diluted % = your shares ÷ (issued + convertibles as-converted + the refreshed pool + any warrants in Carta’s formula).
Store before-refresh and after-refresh percentages on the same as-of date. A single overwritten cell hides the shuffle.
When the round also states a pre-money valuation, Carta’s identity is pre-money valuation divided by pre-money fully diluted shares. Raziel’s startup valuation calculator is that arithmetic — ownership and price per share from a valuation and a share count — not a substitute for the shadow table.
One dated row beats a live link
A shadow cap table template holds if the links hold: as-of date, source file, six columns, and a recalc when the pool or the SAFE stack changes. It fails when issued is treated as fully diluted, the SAFE column is a napkin percentage, and a refresh overwrites last quarter’s figure.
Raziel’s alternative-asset dashboard tracks cap tables, valuations, IRR, and MOIC next to the rest of a multi-asset book. That is not a claim that Raziel replaces Carta as cap-table-of-record.
