Finance
Dilution & Cap Table Simulator
Simulate the ownership structure before and after a capital raising round when you add new capital and set up an option pool for employees. Type in your actual number or drag the slider to play with demo parameters.
= 20.000.000.000 ₫
= 5.000.000.000 ₫
Sở hữu founder sau vòng
| Bên | Trước vòng | Sau vòng |
|---|---|---|
| Founder & team | 100.0% | 70.0% |
| Nhà đầu tư mới | 0.0% | 20.0% |
| Option pool (ESOP) | 0.0% | 10.0% |
Post-money: 25,0 tỷ ₫ · Nhà đầu tư mới nhận 20.0% cho 5,0 tỷ ₫
The model is simplified according to the pre-money option pool practice: before the round, the founder & team hold 100%; The pool is calculated according to the ownership ratio after the round and the dilution portion goes to the founder. The actual structure needs a lawyer to review.
What is share dilution and how does the ownership ratio change after a capital raising round?
Every time a business issues more shares to receive new capital, the ownership ratio of those holding shares will decrease, which is dilution. This tool simulates the ownership structure before and after a capital round, including the shares allocated to employees, so you can clearly see how much percentage you still own when the capital round is complete.
Dùng công cụ này khi nào
- When receiving an investment proposal, you need to know how the valuation and capital round size affect the ownership ratio of the founding team.
- When negotiating the size of the option pool, because the shares provisioned before the round are often diluted by existing shareholders.
- When planning multiple consecutive capital raising rounds and want to estimate the remaining ownership ratio after each round.
Basic calculation
Post-money valuation = Pre-money valuation + Newly mobilised capital New investor ratio = Newly mobilised capital ÷ Post-money valuation Option pool ratio = Provisioning ratio calculated based on post-money valuation Founder ratio after round = 100% − New investor ratio − Option pool ratio
Pre-money valuation is the business value agreed upon by both parties before new capital is injected. Adding the new capital will create a post-money valuation, which means the business value immediately after receiving capital. The investor's ownership ratio is equal to the amount they contribute divided by the post-money valuation. If the capital round has an option pool set up according to the pre-round practice, the shares for the pool will be taken from the proportion of existing shareholders, so the remainder of the founding team is 100% minus both parts mentioned above.
Ví dụ: The business was valued pre-money at 20 billion VND and mobilised 5 billion VND, and at the same time set aside a 10% option pool. Post-money valuation is 25 billion VND; New investors hold 5 ÷ 25, or 20%; option pool accounts for 10%; The founding team has 70% instead of 100% as before the round, corresponding to a 30% dilution.
Thuật ngữ trong công cụ
- Pre-money pricingPre-money valuation
- The business value is agreed upon by both parties before new capital is poured in. This is the basis for determining the price per share in the funding round.
- Post-money pricingPost-money valuation
- The value of the business immediately after receiving capital is equal to the pre-money valuation plus the newly mobilised capital. The investor's ownership ratio is always calculated on this number.
- DiluteDilution
- The reduction in the ownership ratio of existing shareholders when the enterprise issues additional shares. It's important to note that dilution reduces the percentage, but if valuations increase enough, the absolute value of the ownership stake can still increase.
- Option poolEmployee stock option pool
- The shares are reserved to grant purchasing rights to key personnel, often called ESOP. Investors often require businesses to maintain a pool large enough to recruit and retain the team.
- Option pool shuffleOption pool shuffle
- The practice of setting up an option pool right before the capital round is completed and included in the pre-money valuation. At that time, the entire dilution created by the pool goes to existing shareholders, while the proportion of new investors remains the same. This is a point you should carefully review when negotiating terms.
- Possession percentage after the roundPost-round ownership
- The percentage of shares each party holds when the capital round is completed is shown on the ownership structure table (cap table). This is the basis for voting rights and shares when there is a liquidity event.
Đọc kết quả thế nào
Dilute 10 - 20% once
Common industry practice range for a typical funding round. The founding team retains the dominant percentage and still has room for the next rounds.
Dilute 20 - 30% once
Still common in practice, especially in early rounds or when businesses need large amounts of capital. You should calculate the remaining ownership percentage after two to three more rounds to avoid being passive.
Dilute more than 30% one round
High level, need to consider carefully. The cause is often low valuation compared to the scale of capital mobilised, or the option pool is set aside before the round at a large rate. Both factors should be reviewed with legal counsel before signing.
Results from the tool are for reference only, based on the data you enter and assuming constant income and expenditure levels. This is not investment advice or a commitment by the Fund as to its funding capacity.
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