A capitalization table records who owns what: founders, employees with options, angel investors, venture funds and anyone holding warrants. It is the reference document behind every financing, acquisition and option grant.
Early cap tables often live in a spreadsheet that falls out of date. This builder lets you enter the current state of the company and model a priced round on top of it, including the option pool top-up that investors usually require.
How to use it
How it’s calculated
The calculator works on a fully diluted basis, counting all issued shares, options and warrants. The price per share is the pre-money valuation divided by fully diluted shares, including any new options added to the pool before the round.
The pool top-up is solved so that the pool reaches your target percentage after the round. Because it is created before the new money comes in, its cost falls on existing holders. New investor shares are the investment divided by the price per share.
Worked example
Two founders hold 8 million shares between them, angels hold 800,000 and the option pool holds 1.2 million, for 10 million fully diluted. The company raises $2.5 million at a $9 million pre-money valuation, and investors want a 12% pool afterwards.
The pool needs about 394,000 more options. New shares are priced at roughly $0.87, investors receive about 2.9 million shares for 21.7% of the company, and the founders’ combined stake falls from 80% to about 60%.
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Frequently asked questions
What does fully diluted mean?
Fully diluted counts every share that exists or could exist from outstanding options, warrants and convertible securities. Investors price rounds on a fully diluted basis.
Why does the option pool dilute founders and not the new investor?
Term sheets usually require the pool increase to happen before the investment, as part of the pre-money valuation. That moves the cost of the new options onto existing shareholders. This is sometimes called the option pool shuffle.
Should SAFEs appear on the cap table?
Yes, as a separate line or note, because they will convert into shares. Use the SAFE calculator to estimate how many shares each will become, then add them here.
Is this a substitute for cap table software?
No. It is a modelling tool. Once you have outside investors, keep the official record with your lawyer or a cap table management platform.
What is the difference between authorized and issued shares?
Authorized shares are the maximum your articles of incorporation allow. Issued shares are the ones actually held by someone. A cap table tracks issued shares plus options and warrants that could become shares.
This tool gives estimates for planning and comparison. It is not legal, tax or investment advice. Confirm numbers with your lawyer, accountant or financial advisor before you sign anything. Inputs stay in your browser and are not stored.