Cap Table Manager

Founders lose more value to cap-table mistakes they did not model than to valuation they negotiated badly. This skill makes dilution legible: you should be able to state what you own after the next two rounds, and why.

When to use this skill

Use it during [[fundraising-stage-selector]] to pressure-test dilution, before signing any SAFE or term sheet, and whenever someone says "we'll just expand the pool." Pair instrument mechanics with [[safe-vs-priced-round]].

The mechanics that actually move ownership

Pre-money vs post-money

• Post-money valuation = pre-money + new investment.
• Investor ownership = investment ÷ post-money. ($2M into $8M pre => $10M post => 20% to investors.)
• Modern SAFEs (post-money SAFEs) lock the investor's percentage; founders dilute around them when later money comes in. Know which kind you signed.

The option pool shuffle

• Investors usually require the new option pool to be carved out of the pre-money - so founders, not investors, bear its dilution.
• A "20% pool on a $10M post" can quietly cost founders several points. Model the pool inside the pre-money and negotiate its size to the actual hiring plan (see [[fundraise-team-hiring]]), not a round-number default.

SAFE stacking

• Multiple uncapped or high-cap SAFEs feel free now and convert into a painful chunk at the priced round. Always model the fully converted table, not the cash-in-hand one.

Build the model

1. Start with the current fully-diluted table: founders, existing options, prior SAFEs/notes (at their caps).
2. Layer the new round: investment, pre/post, new pool top-up.
3. Convert every SAFE at this round's terms.
4. Read off post-round ownership for each row and the founder total.
5. Project one round further at plausible terms to see the trajectory.

Guardrails

• Keep founders meaningfully above 50% through seed if at all possible; the math gets unforgiving by Series A.
• A round selling >25% is a yellow flag - too dilutive or underpriced.
• Watch liquidation preference and participation; they change value even when they don't change percentage. See [[term-sheet-negotiation]].

Anti-patterns

• Modeling the cash table instead of the fully-converted one.
• Accepting the pool top-up as fixed instead of sizing it to the hiring plan.
• Signing stacked SAFEs without ever modeling their combined conversion.

Deliverable

A fully-diluted cap table for today, post-round, and one round out, with the founder ownership trajectory, the pool's true cost, and a flagged list of any term that moves value without moving percentage.