Cap Table Management Calculator: Model Dilution by Round
Cap table management calculator: enter the holders, the option pool and each priced round, and see the price and stake after every round, in whole shares.
- Service
The calculator
01 Who holds the shares today
Share counts, not percentages. The pool below is set as a percentage and its shares are worked out from these.
02 The option pool today
As a share of the fully diluted total before any round.
03 The rounds
Each round tops the pool up to its target inside the pre-money, then prices the new money.
04 An exit to value it at
- Holders keep
- n/a
- Post-money
- n/a
- Raised
- n/a
The table as it stands
| Holder | Shares | Ownership | Value at exit |
|---|
Round by round
| Stage | Pre-money | New money | Post-money | Price per share | Shares issued | Holders |
|---|
How this was worked out
What this model assumes
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How to use spectup's cap table management calculator
- 01Enter who holds the shares
Type each holder's share count, then set the option pool as a share of the fully diluted total. The names and numbers filled in are an example: overwrite them.
- 02Add the priced rounds
Each round takes its new money, its pre-money valuation and the pool the investor wants after closing. Rounds are priced in the order you list them.
- 03Read the table and the chart
Each holder's whole shares and stake after the last round, the price and shares issued in every round, and a bar per round showing who owns what. An exit value prices each line pro rata.
What cap table management means for dilution, round by round
Cap table management means keeping one fully diluted record of who owns what, and knowing what the next round does to it before anyone signs. This calculator covers the second part: enter the holders, the option pool and each priced round, and it returns each holder's shares and stake after the last round, with the price, the shares issued and the holders' combined stake round by round.
Founders and CFOs use the cap table calculator ahead of a Series A or a later priced round, where the pool and the pre-money decide most of the dilution. The round itself is what spectup runs as a startup fundraising consultant: the plan, the materials, the investors and the close.
What decides dilution before a round?
Three numbers set the dilution: the pre-money valuation, the new money and the option pool the lead investor wants after closing.
The investor's stake is new money divided by post-money valuation. $2M into an $8M pre-money buys 20%, however many shares are already in issue, and every existing holder keeps the same number of shares at a smaller stake.
Sell 20% in one round and 25% in the next, and the people who held everything before the first are left with 60%, before any pool.
| Step | Change | Running total |
|---|---|---|
| Before the rounds | 100% | |
| Round 1 sells 20% | −20% | 80% |
| Round 2 sells 25% | −20% | 60% |
| Left with the first holders | 60% |
A term sheet usually sizes the pool as a share of the company after the round and counts the new pool shares inside the pre-money. They come out of the people already on the table, and the investor's 20% stays 20%.
Can a larger option pool cost more than a lower valuation?
Cooley, the law firm, works one example through on Cooley GO, its founder site: 10,000,000 common shares, 1,000,000 options already granted, an available pool of 1,000,000 and $1M of new money.
| Scenario | Term sheet A, $15M pre-money | Term sheet B, $12M pre-money | Gap |
|---|---|---|---|
| Common | 67.05% | 70.28% | 3.23 pts |
| Option pool | 20% | 15% | 5 pts |
The five extra points of pool are paid for before the price is set, so the higher valuation costs common 3.23 points.
To check Cooley's two term sheets here, enter the 10,000,000 common and the 1,000,000 options as two holders, set the pool now to 8.5% and keep a single round: $1M at a $15M pre-money with a 20% pool target, or at $12M with 15%. This cap table management calculator then returns Cooley's split within a dozen shares.
The 8.5% is the slider's nearest step to Cooley's 8.33%. Any starting pool below the round's target gives the same result, because the top-up lands the pool on the target.
Cooley's counter to a pool request is an option budget: the hires the operating plan needs over the next 12 to 18 months, with each grant written as a percentage of the company after closing. Its example is an investor who calls 20% standard for a Series A, against a plan whose grants come to 10%.
Run Cooley's $15M round in the calculator with a 10% pool target and common holds 76.14% instead of 67.05%, while the investor still holds 6.25%. The ten points cut from the target all stay with the existing holders (9.09 to common, 0.91 to the granted options), because the investor's stake is set by the money and the pre-money, and the pool does not change it.
Counted in the post-money instead, the same pool is shared with the new investor. On $2M at an $8M pre-money, starting with no pool and a 10% target, the holders keep 72% that way and 70% the usual way, and the investor's 20% becomes 18%.
| Whole | Part | Share |
|---|---|---|
| Pool in the pre-money | Existing holders | 70% |
| Pool in the pre-money | New investor | 20% |
| Pool in the pre-money | Option pool | 10% |
| Pool in the post-money | Existing holders | 72% |
| Pool in the post-money | New investor | 18% |
| Pool in the post-money | Option pool | 10% |
How does this cap table management calculator work?
The calculator prices one round at a time, in the order listed, and each round starts from the shares in issue after the one before it. The pool is rounded to the nearest whole share, and the investor receives the whole shares its money buys, rounded down, as a share purchase agreement issues them.
| Step | Leads to |
|---|---|
| Pool now (holders × p ÷ (1 − p)) | Top up to target; Above target already |
| Top up to target (inside the pre-money) | Price per share |
| Above target already (never shrunk) | Price per share |
| Price per share (pre-money ÷ all shares) | New shares |
| New shares (money ÷ price, rounded down) | end |
A pool target that, with the investor's stake, would reach 100% or more is flagged, and that round is priced with no top-up.
The cap table calculator leaves four things out:
- SAFEs and convertible notes. A SAFE converts on the terms in Y Combinator's SAFE documents, which the SAFE conversion calculator models.
- Liquidation preferences: the exit value prices each line pro rata.
- Anti-dilution adjustments.
- Vesting and tax.
How spectup plans the round that cap table management records
Dilution is set in the round plan, before any investor sees the deck: how much to raise, on which instrument, from which investors, and the valuation range the market will support. On Series A to pre-IPO rounds that plan is the first piece of a spectup mandate.
Then comes investor readiness, which means the pitch deck, financial model, metrics pack and data room, built to the standard a fund diligences against. A pool request or a pre-money in a term sheet goes back through the plan before anyone signs.
spectup charges a monthly fee while the raise runs, then a success fee at closing, once the company has received the money.
Questions readers ask about this calculator
What people search for alongside this calculator, answered.
01What is cap table management?
Keeping one fully diluted record of every share, option and convertible a company has issued, who holds it, and what each round does to the percentages.
02How do you calculate dilution in a funding round?
The investor's stake is the new money divided by the post-money valuation. Every existing holder keeps the same number of shares and ends with its old stake times one minus that figure, less whatever the pool top-up takes when it sits in the pre-money. $3M into a $12M pre-money is 20%, so a holder with 30% ends at 24% before any pool. A second round that sells 25% then takes that 24% to 18%.
03Does the option pool come out of the pre-money or the post-money?
Usually the pre-money. Cooley GO notes that most investors require the full post-closing pool to be counted in the pre-closing capitalization, so it dilutes only the existing holders. A pool counted in the post-money splits that cost with the new investor.
04What should a cap table include?
Every class of share and its holders, granted options, the unallocated pool and warrants, with each warrant's exercise price and expiry, all on a fully diluted basis. Every SAFE or note waiting to convert is listed with its cap, discount and any MFN or pro rata right. For founder and employee grants, the table records how each one vests and any acceleration on a sale. Liquidation preferences, conversion terms, board seats and consent rights sit beside the table, in the charter and the investor agreements.
05When should a company hire a startup fundraising consultant for its round?
Before the first term sheet, while the round size, the pool and the pre-money are still open. That is when spectup, as a startup fundraising consultant on Series A to pre-IPO rounds, writes the round plan every later term sheet is checked against.
The other three calculators
Each one shows its own arithmetic, from a round to a sale.
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