The cap table you wish your lawyer drew
- <3 min
- Average time to calculate
- 100%
- Of term sheets need this math
- 12
- Languages supported
- Free
- No credit card required
Free founder calculator
Your cap table after the raise, calculated
Drop in founder shares, investment amount, pre-money valuation, and option pool. We model the post-money cap table so you know exactly how much you give up.
- Founder, investor, and option pool ownership post-round
- Dilution math the same way lawyers calculate it
- Free. Localized in 12 languages. No card.
Used by founders negotiating term sheets at every stage from pre-seed to Series A.
Created by founders from top global accelerators
How it works
Four numbers. One clear cap table. Zero term-sheet confusion.
- 01
Enter your starting point
Founder shares pre-round, the investment amount, pre-money valuation, and the option pool size you have agreed to.
- 02
We model the post-round
Investor ownership, founder dilution, and option pool impact. The same math your lawyer runs on the SPA.
- 03
See where you stand
Each stakeholder's percentage post-round. Decide if the terms are acceptable before you sign.
See what you'll get
Clean post-round ownership numbers for founders, investors, and the option pool. Sign up to model your own deal.
Sample result
Founder ownership post-round67.5%Down from 100% pre-round. Standard dilution for a seed round of this size.
New investor ownership20.0%Investor's stake based on $1M into a $5M post-money valuation.
Option pool post-round12.5%Carved out pre-money so it dilutes founders, not investors. Standard at seed.
Sign up to model your own cap table with different valuations and round sizes.
What founders miss when reading a cap table
Cap tables look simple. They hide leverage. Four moves to read one like an investor would.
01
Option pool dilutes the founder, not the investor
Most term sheets ask for option pool expansion BEFORE the investor's check. That means founders absorb 100% of the dilution from the pool. Negotiate to share the pool dilution. Even shifting 30% to the investor saves founders meaningful equity.
02
Watch the post-money, not just the pre-money
Investors quote pre-money to make valuations sound bigger. The number that actually matters is post-money. If post-money is $5M and you raise $1M, you sold 20%, no matter what the pre-money sounds like.
03
Founders should never drop under 50% combined at seed
Seed rounds that take founders below 50% combined ownership leave too little equity for hires and future rounds. If a term sheet pushes you below 50% at seed, the valuation is too low or the round is too big. Negotiate or walk.
04
Model two more rounds before signing this one
Today's cap table is only half the story. Model what it looks like after Series A and Series B at reasonable dilution. If founders end up below 30% by Series A, today's terms are too founder-unfriendly. Project forward before you sign.
Frequently asked questions
Does this account for SAFE notes converting?
Basic model is for priced rounds. For SAFEs and convertible notes converting at the same time as the priced round, the math is more complex. Round+ includes the converting-SAFE workflow. For an initial check, this calculator gives you a strong starting estimate.
What is the difference between pre-money and post-money?
Pre-money is the company's valuation BEFORE the investor's check. Post-money is pre-money plus the investment. If pre-money is $4M and the investor puts in $1M, post-money is $5M and they own 20%.
Should I include the option pool in pre-money?
Standard practice: the option pool is carved out of the pre-money. That means founders absorb the option pool dilution. You can negotiate to have the pool carved out post-money, which shifts dilution to the investor. Worth asking for.
What is a normal option pool size at seed?
10 to 15% is standard. Below 10% leaves too little for hires. Above 15% over-dilutes founders. Investors typically push for the higher end; founders push for the lower end.
Do I need a lawyer for the actual SPA?
Yes. This calculator helps you understand the cap table BEFORE you sign anything. Every signed deal needs a startup-focused lawyer to draft and review the SPA, articles, and shareholder agreements. Always.
Keep going
Cap table is one piece. Here is the rest of the negotiation.
Round Funded
Sign smart. Raise smart.
Round Funded gives you the cap table math, the investor list, and the outreach so you negotiate from data, not gut. Track every term-sheet conversation in one pipeline.