Build and manage capitalization tables with founders, investors, option pool, convertible notes, and SAFEs with dilution modeling.
This tool builds a capitalization table across financing rounds, tracking founders, an employee option pool, convertible notes, and SAFEs alongside priced-round investors, then recalculates each stakeholder's ownership percentage after every event. Enter existing holders as shares or percentages, then add a new round with a pre-money valuation and investment amount, or a SAFE with its cap and discount, to see the resulting price per share and post-round ownership. The detail people most often misjudge: enlarging the option pool before a round dilutes only the existing shareholders, not the incoming investor, so founders lose more percentage than the headline valuation implies.
A concrete input and expected output from the current implementation.
Input
Founders: 8,000,000 shares. Option pool: 1,000,000 shares (unallocated, created pre-money). New investor: $2,000,000 at an $8,000,000 pre-money valuation.
Expected output
Price per share: $0.8889. Post-money valuation: $10,000,000. Investor receives 2,250,000 new shares (20.00% of post-money). Post-round ownership: Founders 71.11% (8,000,000 sh), Option pool 8.89% (1,000,000 sh), Investor 20.00% (2,250,000 sh). Issued and outstanding shares: 10,250,000. Fully diluted shares: 11,250,000.
Price per share is pre-money valuation divided by pre-money fully diluted shares ($8,000,000 / 9,000,000). Investor shares are the $2,000,000 investment divided by that price, and post-money valuation is pre-money plus the new money.
Price per share is derived by dividing the entered pre-money valuation by the fully diluted share count immediately before the round, which includes any option pool increase allocated pre-money. New investor shares equal the investment amount divided by that price, and post-money valuation is simply pre-money plus the new money coming in.
Convertible instruments carry a valuation cap and/or a discount rate. At conversion, the cap-implied price and the discount-implied price are each compared against the priced round's price per share, and whichever is more favorable to the holder determines the shares issued, before the new-money investor's own shares are calculated on the remaining round math.
No. It tracks ownership percentages and share counts across financing rounds, including SAFE and note conversion, but it does not model liquidation preferences, preference stacking, or participation rights, which determine actual exit payouts. Use a dedicated waterfall model for that question.
Yes, enter each SAFE with its own cap and discount and the tool converts them against the new round's price per share, applying whichever term is more favorable to each holder. Order-of-entry and MFN clauses across SAFEs from different negotiating rounds still deserve a manual sanity check.
The example and behavioral notes were checked against the browser implementation. Standards and primary references below define the relevant format, formula, or platform behavior.
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