Fundraising dilution and cap table simulator
Estimate the impact of a funding round on your cap table: post-money, investor ownership, option pool, founder dilution and negotiation points.
Calculate post-money and investor ownership from pre-money valuation.
Measure founder dilution with a target post-round option pool.
Spot cap table alerts before negotiation.
Dilution is not only about the amount raised
A funding round changes ownership, future rights, governance and hiring capacity. A pre-money valuation may look attractive, but option pools, preferences and future rounds often change the economics.
Pre-money and post-money
Post-money valuation is pre-money valuation plus new money invested. Investor ownership is calculated from that base, but documents may create additional economic effects.
- Compare several ticket sizes before accepting valuation.
- Separate economic dilution from voting rights.
- Prepare a before-and-after cap table.
Option pool
An investor-requested option pool may create extra dilution for founders, especially if it must be created before or during the round.
- Measure current and target post-round pools.
- Connect the pool to real hiring needs.
- Review founder impact before signing.
Negotiation
The simulator covers the basic mechanics. Negotiation must also include liquidation preference, anti-dilution, governance and information rights.
- Prepare a next-round scenario.
- Understand clauses that change real value.
- Have the model reviewed by finance and legal advisers.
Before sharing a cap table
A useful cap table must match articles, shareholder agreements, existing instruments and commitments to employees or advisors.
- Shares, convertibles, stock options, warrants and preferred shares.
- Pre-money valuation, amount raised, round costs and secondary components.
- Current pool, requested pool and hiring plan.
- Rights attached to shares: liquidation, anti-dilution, veto and information.
Hayot Expertise analysis
We connect dilution to the cash actually financed: runway, margin, hiring, debt, working capital and the next round. A round that is too small or too dilutive can be as damaging as an unrealistic valuation.
The underestimated risk
A founder may accept a decent valuation while underestimating the pool, convertibles, liquidation preference or next round. Real dilution then appears too late.
What founders must decide
- The amount to raise to reach a fundable milestone.
- The maximum dilution acceptable per round.
- The pool needed to hire without over-dilution.
- The non-negotiable clauses in the term sheet.
2026 watchpoints
- Check convertibles and commitments already signed.
- Separate fully diluted ownership from issued shares.
- Do not share a cap table without clear pool assumptions.
- Connect dilution to post-round cash planning.
Dilution and cap table FAQ
How is investor dilution calculated?
In a simple model, investor ownership equals the amount invested divided by post-money valuation. The shareholder agreement can then change real economics.
Does the option pool dilute founders?
Yes, when it increases reserved instruments. The impact depends on pool size, timing and whether the calculation is fully diluted.
Why is pre-money valuation not enough?
Share rights, option pools, convertibles and investor protections can materially change future economics.
Does the simulator replace a legal cap table?
No. It gives a financial estimate. The official cap table must match corporate documents and share registers.
When should the next round be simulated?
Before signing the current round. Acceptable dilution today can become problematic if another seed, Series A or bridge is needed soon.
Professional sources
Updated on 4 May 2026. The simulator does not replace a term sheet or legal cap table review.
Go further
Preparing a funding round?
We can review your cap table, runway and dilution scenarios before a term sheet or investor negotiation.