Cap table calculator.
Model a UK funding round before you agree the term sheet. Enter who owns what today, the valuation and the raise, and see the price per share, the option pool top-up, how ASAs and loan notes convert, and every stake before and after. Download it as an Excel cap table. Free, no signup.
What a cap table shows, and how the round is worked out.
A cap table, short for capitalisation table, lists every shareholder, the options granted, and the shares set aside for future options, with each holder's percentage. A funding round adds new shares, so everyone else's percentage falls. These are the rules the calculator follows.
Price per share.
The pre-money valuation divided by the fully diluted shares before the new money. Fully diluted means issued shares, options granted and the unallocated pool. When the pool top-up comes out of the pre-money, the new pool shares are in that count, and so are the ASA and loan note conversions.
New investor shares.
The amount raised divided by the price, rounded down to whole shares. The price is rounded to four decimal places, so investors pay slightly less than the round figure, never more.
ASA and loan note conversion.
Each converts at the lower of two prices: the round price less its discount, and its valuation cap divided by the fully diluted shares immediately before the round. A loan note adds simple interest to its principal before converting.
Option pool top-up.
Enough new pool shares for the unallocated pool to reach your target percentage of the fully diluted shares after the round. If the pool is already bigger, nothing is added.
Votes.
Issued shares only, one vote each, because options carry no votes until they are exercised. Under the Companies Act 2006 a special resolution needs 75% of the votes and an ordinary resolution more than half.
Term sheets and ASAs define these figures in different ways, so where yours differ, their definitions win. Raising now? The cap table goes in the data room with the articles and the shareholders' agreement; see what investors expect to find there, and use the pitch deck templates for the deck.
Frequently asked.
What is a cap table?
A capitalisation table lists who owns a company: every shareholder and how many shares they hold, the options granted to employees, and the shares set aside for future options. It shows each holder's percentage today and how a funding round, an option grant or a convertible changes it. Investors ask for it early in due diligence and check it against the register of members and the filings at Companies House.
What is the difference between pre-money and post-money valuation?
The pre-money valuation is what the company is worth before the new money arrives. The post-money valuation is the pre-money plus the amount raised. A round at a £4m pre-money raising £1m has a £5m post-money valuation, and the new investors own a fifth of the company, unless the option pool is topped up after the round.
Why does the option pool top-up lower my valuation?
Investors usually ask for the unallocated option pool to be topped up before they invest, so the new pool shares count inside the pre-money. The headline valuation stays the same, but only existing shareholders are diluted by the top-up, so their shares are worth less than the headline suggests. The calculator shows this as the effective pre-money. A smaller pool, or a top-up after the round, changes it.
How does an advance subscription agreement convert?
An advance subscription agreement (ASA) is money paid now for shares issued later, usually at the next priced round, at a discount to the round price and sometimes at a valuation cap. For SEIS or EIS relief, HMRC expects an ASA to carry no interest, to allow no refund, not to be varied, cancelled or assigned, and to have a longstop date no more than six months after it is signed.
What does fully diluted mean?
Fully diluted counts every share that exists or has been promised: issued shares, options granted and the unallocated option pool. Investors price a round on a fully diluted basis. Voting percentages count issued shares only, because options carry no votes until they are exercised.
Is the calculator free, and is my data stored?
It is free, with no signup. The figures are worked out in your browser and kept in that browser so a refresh does not lose them. When you download the Excel file, the figures are sent once to build it and are not stored on our servers or logged.