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Valuation and dilution · Spreadsheet

Dilution scenario comparison

Put several raise-and-cap combinations side by side and see the ownership each one leaves you.

A valuation cap is not the company's valuation, and the cap percentage is not what the investor owns today. What decides the outcome is where the priced round lands relative to the cap — so the way to read a cap is to model a round below it, near it, and above it.

One row per scenario, with the cap and the discount calculated side by side so you can see which one actually governs at each price. The second tab carries the decoder's own list of what this kind of model leaves out, unchanged, because a spreadsheet that drops those caveats is claiming more than the tool does.

Spreadsheet

What is in it

  • Scenarios

    Three rows, prefilled with the below / near / above framing. Fill the white inputs; the four right-hand columns calculate.

  • What this leaves out

    The decoder's own list of simplifications, unchanged. Read it before taking any number on the scenarios tab into a negotiation.

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Get the spreadsheet

The template is ready. Add your email to open it, and you will also get The Raise Memo — a note for founders raising capital.

How to use it

Notes

Do not read the cap as a valuation or the cap percentage as today's ownership. Before signing anything, ask for a fully diluted conversion model that includes every instrument and the option pool, and have counsel confirm the cap definition and the capitalization language — the document's wording controls the result, not this sheet's arithmetic.

Where this comes from

The thinking behind it

Take it with you

Cap table starter

A first cap table: founders, option pool, and the SAFEs waiting to convert.

Spreadsheet

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From the publication

Read The Raise Memo

A note for founders raising capital—what investors notice, how conviction gets built, and what to do next.

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