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Cap Table & Dilution

Model the round before the term sheet locks the numbers in.

Pre-money or post-money, pool carved out before or after the check — the same round reads very differently depending on where the pool comes from. Model it, see exactly who bears the dilution, and show the founder the identical numbers instead of a different spreadsheet.

Before

Two spreadsheets, two answers, one round.

  • The pool hides in the pre-money. Where the pool comes from changes who is diluted, and a single cell decides it.
  • The answer without the maths. A spreadsheet shows the new percentages, not who bore each point.
  • The founder re-types it. Their spreadsheet disagrees with yours, and the term sheet call starts with reconciling.

In DeelSignal you model the round once, see exactly who bears the dilution, and the founder sees the identical numbers.

How it works

Nuva Tech’s seed, modelled before the term sheet.

Four steps, drawn on Demo Capital’s $1.5M seed into Nuva Tech at $8.0M pre-money, with a 400,000-share pool top-up carved out of the pre-money. Pick a step to see where it happens.

Steps advance on their own; pick one to hold it.

Nuva Tech Limited · Cap table · Seed model
By handholders and shares
CSV importfrom the old sheet
From records8,000,000 shares
Pre-money$8.0M
New money$1.5M
Pool top-up · pre400,000
Price / share$0.9524
Nuva Tech cap table before and after the seed round
HolderPre sharesPre %Post sharesPost %Change
Nivya SharmaFounder5,600,00070.005,600,00056.14−13.86
Aarav MalhotraAngel800,00010.00800,0008.02−1.98
AcceleratorLeela Nair’s programme560,0007.00560,0005.61−1.39
ESOP pool+400,000 top-up1,040,00013.001,440,00014.44+1.44
Demo Capital Fund IIISeed · $1.5M——1,575,00015.79+15.79
TotalPost-money $9.5M8,000,000100.009,975,000100.00
Nivya Sharma · where the 13.86 points went
  • Pre-round70.00
  • Pool top-up−3.33
  • Conversions0.00
  • New money−10.53
  • Post-round56.14
Shared with Nivya Sharma · read-onlySame numbers on both sides
Where the pool comes from

Same round, two answers.

Both versions are a $1.5M seed at $8.0M pre-money. Both give the new investor 15.79% of a $9.5M company. Only the pool moves, and with it who pays for it.

A · pool already in the pre-money

The 13% pool stays as it is.

58.95%Nivya after the round
  • Pre-round70.00
  • Pool top-up0.00
  • New money−11.05
  • Post-round58.95

8,000,000 shares at $1.0000. Seed buys 1,500,000. Total 9,500,000. Post-money $9.5M. Seed 1,500,000 ÷ 9,500,000 = 15.79%. Angel 8.42%, accelerator 5.89%, pool 10.95%.

B · 400,000-share top-up carved out of the pre-money

The pool grows before the check.

56.14%Nivya after the round
  • Pre-round70.00
  • Pool top-up−3.33
  • New money−10.53
  • Post-round56.14

$8.0M ÷ 8,400,000 shares = $0.9524. Seed buys 1,575,000. Total 9,975,000. Post-money $9.5M. Seed still 15.79%. Pool 14.44%. The top-up is worth $380,952, so the existing holders’ effective pre-money is about $7.62M.

$8.0MPre-money
$1.5MNew money
$9.5MPost-money
15.79%New investors
India instruments

Indian paper dilutes the way it is written.

iSAFE, CCD and CCPS are modelled as their own instruments, not squeezed into a US SAFE.

iSAFE

Converts like a post-money SAFE.

An iSAFE is an agreement to issue CCPS. The model measures its cap against the post-conversion capitalisation and never accrues interest on it. A rate typed against an iSAFE is ignored, not applied.

CCD

Debt until it converts.

A compulsorily convertible debenture accrues simple interest from its issue date and converts like a note, with the cap on the pre-money basis. With no issue date, the interest shows as unavailable rather than guessed.

CCPS

Priced, so ownership is known at close.

CCPS carries a conversion ratio fixed at issue, so as-converted ownership uses the same maths as equity. iSAFEs and CCDs convert later, and the check-impact view says so instead of showing a figure.

Statutory registers

The register a regulator asks for, drawn from the same ledger.

Delaware and Cayman companies keep a statutory register by law. This one is built from the transfers you already recorded, not kept by hand on the side.

Delaware

A stock ledger under §219.

A Delaware C-corp’s stock ledger is generated from the cap table’s share transfers, in the form 8 Del. C. §219 expects. Each holder’s entries carry the dates they acquired and ceased to hold, read straight from the transfer history.

Cayman

A register of members under s.40.

A Cayman company keeps a register of members under s.40 of the Companies Act. The same transfer history produces it, so the register and the cap table can never drift apart into two numbers.

Export

PDF to file, JSON and CSV to reconcile.

Each register exports as a PDF for the record, and as JSON and CSV for anyone reconciling it against another system. Only Delaware and Cayman are modelled today; a company in another jurisdiction is told so rather than handed a register that does not fit its law.

See it on your own pipeline.

We walk the job through on Demo Capital’s records first, then on a copy of yours.