Fundraising and dilution
Cap table calculator
Model three rounds in one go. Enter the stake sold and the pool top-up for each and see what the founders and the investors own after each round.
Each round dilutes everyone before it by the stake sold plus the pool top-up (pre-money pool). SAFEs, secondary sales and pro rata are not modelled.
How it works
Every priced round dilutes existing holders twice: once by the new investors' stake and, if the pool is topped up before the round, once by the pool. Founders and earlier investors are diluted alike.
Typical ranges are 15% to 25% sold per round and a pool of 10% to 15% at seed or Series A, with smaller top-ups later. Small changes per round compound into large differences by Series B.
The formula
- Per roundHolders after = holders before x (1 - stake sold - pool top-up).
- Repeat for each roundSeed, Series A, Series B in order.
- InvestorsEach round's stake, diluted by the rounds after it, added up.
Worked example
Founders with 90% who sell 20% at seed with a 10% pool, 20% at Series A with 5% and 15% at Series B with 3% own 63% after seed, about 47% after Series A and about 39% after Series B.
Put the numbers in your data room
Keep the live cap table and a pro forma for the next round in the data room. A model like this one is a useful appendix to the board pack when you discuss round size.
Cap table calculator FAQ
How much do founders usually own after Series A?
Often between 40% and 60% combined, depending on the number of founders, round sizes and pool.
Does the option pool belong to founders?
No. The pool is reserved for employees; it dilutes founders when it is created, whether or not it is ever granted.
Should I model SAFEs separately?
Yes. Use the SAFE calculator for the conversion, then add the result to the seed stake.