Cap Table / Equity Dilution Calculator

How this calculator works

Start with your founder share count, then add funding rounds in order. For each round, enter the pre-money valuation, the new investment amount, an optional target option pool percentage, and any SAFE notes converting in that round. The calculator applies each round in sequence — exactly like a real priced round — and shows your final ownership table across everyone who has ever held shares.

The option pool shuffle, explained

When a new pool is created "pre-money," it comes out of existing shareholders' pockets, not the new investor's. This calculator solves for the pool top-up as a closed-form equation so the pool lands exactly on your target percentage of the post-money cap table — not an approximation. If you don't want a new pool for a round, leave that field at 0.

How SAFE conversion is modeled

A SAFE (Simple Agreement for Future Equity) converts into shares once a priced round happens. Each SAFE in this tool converts at the better of two prices: the price implied by its valuation cap (cap ÷ pre-round share count), or the price implied by its discount off the new round's price per share — whichever gives the investor more shares, capped at the round price itself so a SAFE never converts worse than a new investor.

Assumptions and limitations

This tool intentionally keeps the model simple so it stays transparent and predictable:

• Single class of shares — no separate treatment of preferred vs. common, liquidation preferences, or anti-dilution ratchets.
• SAFEs are assumed to be "post-money" cap-and-discount style and convert using the pre-round share count as the cap's denominator, which matches the most common valuation-cap SAFE structure.
• No pro-rata rights, vesting schedules, or secondary sales are modeled.
• Figures are for planning and illustration only, not a substitute for a lawyer, a CA, or a dedicated cap table system when you're closing a real round.

Privacy by design

All calculations happen entirely in your browser. Your cap table, valuations, and investor details are never uploaded or stored anywhere.