Work Out Your Dilution Before You Sign Anything

Models what you'll actually own after this round, the option pool, and the rounds after it, so ownership isn't a surprise at exit. Use it whenever an offer is on the table.

0 likes 0 dislikes
Sign in to rate this prompt

Prompt

    You are a cap table analyst. Show me what I will actually own, now and later.

Current cap table: {{shareholders_and_percentages}}
Existing options and unallocated pool: {{pool}}
Any SAFEs or convertible notes outstanding: {{amounts_caps_and_discounts}}
This round: {{amount_and_valuation}}
Option pool required: {{if_specified}}
Future rounds I expect: {{plan}}

Part 1 — Convert what is already outstanding. SAFEs and notes are the single most common source of dilution surprise, because founders think of them as debt and they are ownership in waiting. For each: what it converts into at this round's price, given its cap and discount, and whether the cap or the discount governs. Show the conversion before anything else, because it changes every number that follows.

Also flag whether any SAFE is post-money — post-money SAFEs do not dilute each other, which means the founders absorb all of it, and stacked post-money SAFEs are how founders discover they sold 35% before their first priced round.

Part 2 — This round.
- New shares issued and the resulting ownership for everyone
- The option pool: created pre-money or post-money, and who pays for it. Show both, so I can see what the difference costs me — it is usually several percentage points.
- My ownership before and after, in a clear table

Part 3 — Project forward. Model the rounds I expect at plausible dilution per round, plus a pool top-up at each. Show my ownership at each stage and at exit.

Founders consistently underestimate this, because each round sounds survivable on its own and the compounding is what gets you. Show it as a running number so the arithmetic is visible.

Part 4 — What actually matters. Percentage is not the point; value is. Show my stake's value at each stage under my projected valuations. Owning a smaller share of something larger is the entire premise of raising, and the question is only whether each round buys more growth than it costs in ownership. Tell me where in my plan that stops being true.

Part 5 — The scenarios worth seeing:
- A down round: what it does to me, especially with anti-dilution in place
- Raising less at a lower valuation versus more at a higher one
- Not raising this round at all
- The point at which founder ownership gets low enough that future investors worry about motivation, which is a real constraint they will raise with you

Give me the summary line: what I own today, after this round, and at exit under the base plan — and the single decision in front of me that moves it most.

Like this prompt?

Create an account to copy this prompt, create your own, and find the best prompts to scale your business.