Cap Table Stress Test - Down Round, Liquidation Preference, Full Ratchet Conversion

Simulate adverse scenarios on your cap table: down round -50%, liquidation preference 1x/2x/3x for participating and non-participating investors, full ratchet anti-dilution protection. Waterfall payout structure, ownership post-stress scenario verdicts for each case. Free, client-side only – no data shared.

FreeEuropean Union specificFully client-sidedNew

Pre-Seed Capitalization Structure

Peak evaluation. All scenarios are calculated on this basis.
NameActionsInvestor?Investment (£/€/$)Antidilution.
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Current ownership

  • Alice (Co-founder)40.0%
  • Bob (Co-founder)35.0%
  • ESOP Pool10.0%
  • Seed Investors15.0%

Stress Scenarios

Down Round
Liquidation Waterfall
Liquidation Waterfall
Exit at Multiple
= €3.20M

Test Results

1 Down Round −50% (€€500k raccolti, broad-based)

Positive

Fondatori mantengono 59.2% ownership. Scenario favorevole.

Post-Ownership Stress Disorder (POSD)

  • Alice (Co-founder)40.0%31.6% -8.4%
  • Bob (Co-founder)35.0%27.6% -7.4%
  • ESOP Pool10.0%7.9% -2.1%
  • Seed Investors15.0%13.2% -1.8%
  • Down-Round Investors (−50%)0.0%19.7% +19.7%
Total ownership percentage: 59.2%

2 Liquidation Waterfall 1x non-part. - exit €2.0M

Positive

Fondatori mantengono 61.8% del payout. Scenario favorevole.

Distribution waterfall diagram

  • Seed Investors€600k(30.0%)
  • Alice (Co-founder)€659k(32.9%)
  • Bob (Co-founder)€576k(28.8%)
  • ESOP Pool€165k(8.2%)
Founder takeaway: €1.24M | Investors: €600k

3 Liquidation Waterfall 2x part. - exit €2.0M

Neutral

Fondatori mantengono 30.0% del payout. Diluizione significativa ma gestibile.

Distribution waterfall diagram

  • Seed Investors€1.32M(66.0%)
  • Alice (Co-founder)€320k(16.0%)
  • Bob (Co-founder)€280k(14.0%)
  • ESOP Pool€80k(4.0%)
Founder takeaway: €600k | Investors: €1.32M

4 Exit 80% del peak (€3.2M) - 1x non-participating

Positive

Fondatori mantengono 71.7% del payout. Scenario favorevole.

Distribution waterfall diagram

  • Seed Investors€600k(18.8%)
  • Alice (Co-founder)€1.22M(38.2%)
  • Bob (Co-founder)€1.07M(33.5%)
  • ESOP Pool€306k(9.6%)
Founder takeaway: €2.29M | Investors: €600k

Come utilizzare Cap Table Stress Test

Insert your starting cap table

Set peak valuation and data for each stakeholder (name, actions, if investor, investment amount, if has anti-dilution protection). You can add or remove rows with the "Add Stakeholder" button.

Add one or more stress scenarios

Choose between Down Round (discount on peak), Liquidation Waterfall (1x, 2x or 3x participant or non-participant), Full Ratchet (aggressive anti-dilution), or Exit at Multiple (exit at percentage of peak).

Configure parameters for each scenario

Every type of scenario shows dedicated fields (discount %, exit value, liquidation multiple, preference type, participation share): results are recalculated automatically with every modification.

Analyze waterfall, post-ownership stress and verdict

Read the waterfall graph of distribution for each scenario, ownership deltas before and after stress for each stakeholder, and verdict (positive, neutral, attention, critical) with explanatory message.

Suggerimenti

  • Be concise — keep similar length. Output ONLY the translation, no quotes, no explanation. Concise - Keep similar length. Alternatively: Keep your text concise - similar length to this example.
  • If you have investors with full ratchet anti-dilution clauses, always simulate a down round to understand how your ownership can compress in case of a tough round.
  • Use the "Reset Default" button to start from a typical post-Seed EU cap table and quickly compare different scenarios on the same basis.

Domande frequenti

What's a down round and how does it affect the founders?

A down round is a funding round at a lower valuation than the previous round. Founders are diluted more because the stock price is lower - they need more shares to raise the same capital. Additionally, if prior investors have anti-dilution protections (broad-based or full ratchet), they receive additional shares that further dilute the founders' ownership.

Difference between liquidation preference non-participating and participating?

Non-participant: The investor chooses between liquidation multiple (e.g., 2x the investment) or pro-rata conversion. They choose the higher option. Participant: The investor takes priority in the liquidation multiple (e.g., 2x), then participates in the remaining pro-rata share with common shareholders.

What is a full ratchet anti-dilution and why is it so damaging?

Full ratchet ensures that if a lower-priced round is issued, investor conversion prices drop automatically to the new price regardless of volume. This means investors receive significantly more shares, diluting founders drastically. Example: Investor with 1M shares at €5 in a down-round at €2 gets 1.5M additional shares (multiplier 5/2 - 1 = 1.5x).

What won't break this stress test?

The model does not include: (1) SAFE conversion with cap/discount - SAFEs convert at the round price; (2) multiple seniority class preferred shares; (3) pro-rata rights and follow-on; (4) pay-to-play provisions; (5) warrants and options not yet issued. For legally binding analysis, consult a VC lawyer specialized in EU corporate law.

Are my cap table data being sent to a server?

No, the tool is entirely client-side: all calculations (waterfall, dilution, verdict) occur in the browser via signals and computed properties of Angular. No data on cap table, investors, or valuations is sent to external servers.