Equity Dilution Simulator - Multi-Round Cap Table
Simulate the dilution of founders' equity through multiple rounds of venture capital (Pre-Seed, Seed, Series A-D, IPO). Advanced anti-dilution methods include broad-based weighted average and full-ratchet. Free, client-side only – no data shared.
Founders and Initial Actions
Funding Rounds
Cap Table - Evolution of Ownership
| Stakeholder | Fondazione | Pre-Seed | Seed |
|---|---|---|---|
| Alice | 50.0% | 37.5% | 29.7% |
| Bob | 50.0% | 37.5% | 29.7% |
| ESOP Pool | - | 8.3% | 10.8% |
| Pre-Seed Investors | - | 16.7% | 13.2% |
| Seed Investors | - | - | 16.7% |
| Total Actions | 1,000,000 | 1,333,333 | 1,684,210 |
| Price per Share | - | €1.3500 | €2.8500 |
| Post-Funding | - | €1.8M | €4.8M |
Methodological and Limits of the Model
- No safe conversions are allowed, and any safes will be converted to the current market rate (round price).
- No future side agreements or conditions.
- Liquidation Preference: 1X Non-Participating Preferred, no Waterfall Exit.
- No paid-for priority access.
- ESOP Top-Up Timing: Pre-Money (EU/ NVCA Standard Method)
- Founder of anti-dilution active for hasAntidilution = true on a down round.
Come utilizzare Equity Dilution Simulator
Configure initial founders
Add or modify founders with name and initial share count (default: split 50/50 between two founders). Also set the initial ESOP pool if it already exists.
Add rounds of funding
For each round (Pre-Seed, Seed, Series A-D, IPO) enter pre-money valuation, amount raised, potential ESOP top-up pre-money and type of anti-dilution protection (none, broad-based, full-ratchet).
Read simulated cap table by round.
Calculation is reactive: every modification updates the snapshot of the cap table in real-time after each round, with percentage of ownership and number of shares for each stakeholder.
Compare evolution with a stacked bar graph
View stacked bar charts to visually see how each founder round decreases in percentage after round, and use "Reset" to return to the default scenario.
Suggerimenti
- Compare the same set of rounds with "no dilution" and "broad-based" anti-dilution to understand how investor protection affects final founder share percentage in a down-round.
- Insert ESOP top-up before negotiating a term sheet: increasing it after the round only dilutes the founders, not existing investors.
- Remember that the simulator does not model SAFE, MFN clauses or pro-rata rights: use dedicated tools like Carta or Capshare alongside these real cap table tools.
Domande frequenti
What is the dilution of equity in a startup?
Dilution is the percentage reduction in a founder's ownership when new shares are issued during a funding round. For example, if a founder owns 50% of 1 million shares and 250,000 new shares are issued, their stake drops to 40%. Dilution is unavoidable in VC rounds but can be mitigated with higher pre-money valuations.
What is a broad-based weighted average anti-dilution protection?
Anti-dilution protection (NVCA standard) protects investors from previous rounds in case of a down-round: issues additional shares to compensate for the loss of value. The formula weighs new share volume: convertedPrice = oldPrice × (A + B) / (A + C), where A = total shares, B = shares issued at old price, C = shares issued at current price. Less dilutive than full ratchet, this is standard protection in EU.
What is the full ratchet anti-dilution?
Full ratchet is the most aggressive form of anti-dilution: in a down-round, investors' conversion prices drop automatically to the new round price regardless of the amount raised. This can be very dilutive for founders. Rare in standard EU term sheets (NVCA prefers broad-based).
What is the ESOP pool and why is it added before each round?
Employee Stock Option Plan pool is the reserved stock for future employees. Typically, investors require the pool to be created or expanded before the round (pre-money), which dilutes founders and not investors. With a 10% pre-money Series A ESOP top-up, founders see their share reduced even before investors receive their own shares.
What doesn't shape this simulator?
Simulation excludes: (1) SAFE conversion cap/discount - SAFEs convert to round price; (2) MFN clauses - side letter granting next round conditions; (3) liquidation preference participants - model assumes 1x non-participating; (4) pay-to-play - founders are not penalized for lack of follow-on; (5) pro-rata rights - investors do not exercise follow-on rights. Use Card or Capshare for complex analysis.