Cap Table with Multi-Round Dilution
Founders
%
Funding Rounds
$
$
Fully Diluted Shares13,888,889
Current Ownership
stakeholders4
Founder 143.2%
Founder 228.8%
ESOP Pool8.0%
Seed Investor20.0%
Ownership Table
| Stakeholder↕ | Shares↕ | Ownership %↕ |
|---|---|---|
| Founder 1 | 6,000,000 | 43.20% |
| Founder 2 | 4,000,000 | 28.80% |
| ESOP Pool | 1,111,111 | 8.00% |
| Seed Investor | 2,777,778 | 20.00% |
Round Summary
| Round | Pre-Money | Post-Money | Price/Share | New Shares | Dilution |
|---|---|---|---|---|---|
| Seed | $8,000,000.00 | $10,000,000.00 | $0.7200 | 2,777,778 | 20.00% |
A capitalization table tracks who owns what slice of a startup as new shares are issued to investors and employees. This modeller starts from founder shares, carves out an option pool, then walks each priced or SAFE round to show the price per share, how many new shares investors receive, and how everyone is diluted. The result is a round-by-round ownership breakdown plus a fully-diluted share count.
Formula
PPS = Pre / S; NewShares = Raise / PPS; Dilution = NewShares / (S + NewShares)
- Pre
- Effective pre-money valuation (or cap × (1 − discount) for a SAFE)
- S
- Total shares outstanding before the round
- PPS
- Price per share for the round
- Raise
- New money invested in the round
How it works
- Enter each founder and their share count, then set an ESOP option-pool percentage. The pool is sized as a share of the post-pool total, so a 10% pool on 8,000,000 founder shares adds about 888,889 option shares.
- Add funding rounds (Seed, Series A, Series B). For a priced round you give the amount raised and the pre-money valuation; the price per share is pre-money divided by existing shares, and new shares equal the raise divided by that price.
- For a SAFE, tick the SAFE flag and supply a valuation cap and discount: the effective pre-money becomes cap × (1 − discount). After each round the table recomputes every holder’s percentage against the new total share count.
Worked example
A founder holds 8,000,000 shares with a 10% option pool, then raises $2,000,000 at an $8,000,000 pre-money Seed.
- Option pool: 8,000,000 × 10 / (100 − 10) ≈ 888,889 ESOP shares, so 8,888,889 shares exist before the round.
- Price per share: 8,000,000 ÷ 8,888,889 = $0.90.
- New investor shares: 2,000,000 ÷ 0.90 ≈ 2,222,222, bringing the total to 11,111,111 shares.
- Investor ownership: 2,222,222 ÷ 11,111,111 = 20% (a 20% dilution of prior holders).
After the Seed round the founder holds 72%, the ESOP pool 8%, and the new investor 20%, on 11,111,111 fully-diluted shares.
Frequently asked questions
- How is the option pool sized?
- The pool is expressed as a percentage of the post-pool total, then created before the financing round. A 10% pool means option shares end up at 10% of the founder-plus-pool share count, which is added to the cap table ahead of investor shares.
- How does a SAFE convert in this model?
- When a round is marked as a SAFE, the effective pre-money valuation is taken as the valuation cap reduced by the discount: cap × (1 − discount%). The price per share and new shares are then computed the same way as a priced round.
- Does this account for liquidation preferences or anti-dilution?
- No. The model handles share counts, ownership percentages, and basic SAFE cap-and-discount conversion only. Liquidation preferences, participation rights, pro-rata rights, and full-ratchet anti-dilution are not simulated.
- What does fully-diluted ownership mean here?
- Fully-diluted ownership counts founder shares, the entire option pool, and all issued investor shares as if every share were outstanding. It shows the most conservative view of each stakeholder’s percentage of the company.