Browse MBAs SECTION 3: Corporate Finance & Valuation

The Cap Table & Dilution Explainer

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The Cap Table & Dilution Explainer

Model this financing round's effect on ownership and explain the dilution.

Current cap table: [FOUNDERS, EXISTING INVESTORS, OPTION POOL — %s OR
SHARES]
The round: [AMOUNT RAISED, PRE- OR POST-MONEY VALUATION, NEW OPTION POOL]

Provide:
1. The post-round cap table with everyone's new ownership %
2. Exactly how much each existing holder is diluted, and why
3. The effect of the option-pool "shuffle" on founders specifically
4. Pre-money vs post-money and how it changes what investors really own
5. What this round implies for future rounds and eventual founder
   ownership

Explain the mechanics plainly — dilution is where founders get surprised.
Flag terms (liquidation preferences, etc.) that matter beyond the
percentages.

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