Startup dilution calculator
Enter your round and see your cap table before and after. The calculator converts your SAFEs, tops up the option pool and adds the new investors.
Your cap table after the round
- Founders after
- 58.7%
- Post-money
- €7,500,000
- Founders' stake at post-money
- €4,401,626
| Holder | Before | After |
|---|---|---|
| Founders | 85.0% | 58.7% |
| Other existing shareholders | 10.0% | 6.9% |
| Option pool | 5.0% | 10.0% |
| SAFE / note holders | 0.0% | 4.4% |
| New investors in this round | 0.0% | 20.0% |
Example: a €1,500,000 round at €6,000,000 pre-money, with €300,000 of SAFEs at a €5,000,000 cap and the pool topped up to 10%.
How the calculator works
New investors get the round size divided by the post-money valuation. A €1,500,000 round at €6,000,000 pre-money is €7,500,000 post-money, so the new investors own 20%.
The pre-money in a priced round is fully diluted. It already counts the shares your SAFEs convert into and the new options added to the pool. Your existing shareholders pay for both before the new money comes in, and the calculator solves for that.
Pre-money vs post-money valuation
Post-money equals pre-money plus the new money. Investors' ownership comes from the post-money: €1.5M into €7.5M post is 20%. When you compare term sheets, compare the post-money and the option pool requirement together. A higher pre-money with a bigger pool top-up can leave you with less.
How SAFEs convert in your seed round
A post-money SAFE fixes the holder's stake at the cap: €300k on a €5M cap is 6% of the company just before the priced round. The new pool and the new money then dilute that 6%, like everyone else's shares. If the round price with the SAFE discount is lower than the cap price, the holder converts at the discount instead.
Several SAFEs stack. Each one comes out of the founders' and existing holders' share, which is why a string of SAFEs can cost more than one priced round.
The option pool shuffle
Seed investors often ask for an option pool of 10–15% after the round, created inside the pre-money. The new shares dilute you and your existing investors only. In the example above, topping the pool up from 5% to 10% costs the founders about 5 points.
Size the pool from a hiring plan for the next 18–24 months. A pool bigger than your plan needs is dilution you give away for nothing.
How a syndicate shows up on your cap table
When an angel syndicate invests, its members usually invest through one special purpose vehicle (SPV). In this calculator the SPV is part of "New investors in this round", and on your real cap table it is one line with one signatory, however many angels are in it. AVA Ventures invests $100k–500k this way. How angel syndicates and SPVs work.
Frequently asked questions
How much dilution is normal in a pre-seed or seed round?
Most pre-seed and seed rounds sell 10–25% of the company to new investors. SAFE conversion and an option pool top-up often add another 5–10 points, so founders commonly give up 20–30% in total.
Does the option pool come out of the pre-money or the post-money?
Investors usually ask for the pool top-up inside the pre-money valuation. That way existing shareholders pay for it and the new investors keep their full percentage. This calculator assumes that.
How do post-money SAFEs convert?
At the cap, a post-money SAFE holder owns the amount divided by the cap, measured just before the priced round. The new option pool and the new money then dilute that stake. If the SAFE also has a discount, the holder gets whichever price is lower.
Does this work for convertible notes?
Yes, as an approximation. Enter principal plus accrued interest as the amount, with the note's cap and discount. Notes with a pre-money cap convert into slightly more shares than this shows.
Is this legal or tax advice?
No. It is a model for planning a round. Your term sheet, SAFE documents and lawyer decide the final cap table.
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