Cap Table & Dilution

Who owns what after the round?

List today's shareholders, any SAFEs and the round you're negotiating. See each holder's share before and after — the SAFEs converting, the new investors and the option-pool top-up all worked out together.

Currency

1 · Shareholders today

Founders, employees and angels who hold shares, plus options already granted. Enter numbers of shares, not percentages.

Option pool not yet granted (shares)

Shares set aside for future hires. Leave at 0 if there is no pool.

2 · SAFEs

In the order they were signed — the order matters for MFN SAFEs. Remove them all if you have none.

The investor's share is fixed in advance: amount ÷ cap. YC's standard SAFE since 2018.

Amount

Cap (0 = none)

Discount

The investor's share is fixed in advance: amount ÷ cap. YC's standard SAFE since 2018.

Amount

Cap (0 = none)

Discount

In the UK, SEIS/EIS investors can't usually use SAFEs, so startups often sign an Advance Subscription Agreement (ASA) instead. An ASA also converts with a discount and/or a cap; check in the agreement which valuation its cap refers to.

3 · The priced round

Include a round

Switch it off to see today's table, or how the SAFEs would convert, before any terms are agreed.

Pre-money valuation

New investors

Option pool after the round

Investors often ask for the unused pool to be topped up to a share of the company after the round. The top-up is created before their money comes in, so it dilutes the existing shareholders, not them.

Price per share

£2.09881

What the new investors pay

Post-money valuation

£29m

£25m pre-money + £4m new money

Today's shareholders

92.50% → 66.94%

Together, before → after the round

New shares issued

3,817,401

Including 631,740 extra options for the pool

Ownership, today and after

Each bar is the whole company. Colours tell holders apart; they don't mean anything else.

Cap table

Holder	Shares today	% today	Shares after	% after	Change	Price per share
Founder 1	4,500,000	45.00%	4,500,000	32.57%	▼ 12.43 pts	—
Founder 2	4,500,000	45.00%	4,500,000	32.57%	▼ 12.43 pts	—
Options granted	250,000	2.50%	250,000	1.81%	▼ 0.69 pts	—
Pre-seed SAFE · SAFE	—	—	845,985	6.12%	▲ 6.12 pts	£0.88654
Angel SAFE · SAFE	—	—	433,835	3.14%	▲ 3.14 pts	£1.15251
Lead investor · new	—	—	1,905,841	13.79%	▲ 13.79 pts	£2.09881
Option pool (not granted)	750,000	7.50%	1,381,740	10.00%	▲ 2.50 pts	—
Total	10,000,000	100.00%	13,817,401	100.00%

The share maths comes from @1984vc/cap-table, an open-source library by 1984 Ventures (MIT licence). It solves the SAFEs, the round price and the pool top-up together; shares are rounded down and the price per share up to five decimals, as in legal spreadsheets.

Not covered: liquidation preferences and exit proceeds, pro-rata rights, convertible loan notes with interest, or more than one round at a time. Before signing anything, check the figures with your lawyer.

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This tool is for informational and planning purposes only. It does not constitute financial, investment, tax or legal advice. Always consult a qualified professional before making financial decisions.