Raising capital

Cap table and raise plan,from the same model.

Who owns what today, what a round does to dilution, and how much to raise so the runway matches the milestone. Built next to valuation and cash, not in a separate spreadsheet that drifts.

Open the workspace Startup valuation guide

Definition

What a cap table is

A cap table (capitalization table) is the register of ownership: founders, employees, advisors, funds and the unallocated option pool. It answers “who owns what?” on a fully diluted basis, and it has to stay true after every SAFE, grant and priced round.

Investors will ask for it early. A broken table (missing pool, uncapped SAFEs nobody modelled, founders who no longer add to 100%) slows a process more than a soft metric.

Mechanics

Pre-money, post-money and dilution

Pre-money is the company's agreed value before the new cash. Post-money is pre-money plus the investment. The new investors' ownership is the round divided by post-money. A $1.5M round at a $6M pre-money is $7.5M post-money and buys 20%.

Everyone else is diluted by that 20%, before any option pool top-up the round requires. A post-money SAFE cap fixes the investor's percentage at the cap; a pre-money cap leaves more moving parts at conversion. Model both before you quote a number in a pitch.

Raise plan

Size the round from burn and milestones

Dilution only makes sense next to the cash the round buys. The raise should fund the path to the next milestone (product, revenue, hire plan) with enough runway to run the following process from a position of strength. Common investor guidance is 18 to 24 months after close; under that, you are often raising again immediately.

In Replafin the raise plan sizes the ask from the model's burn, the milestone month, a buffer and a target valuation, then shows dilution beside it. See the burn rate and runway calculator for the cash arithmetic, and the cash flow forecast guide for the monthly path.

Checklist

Before you pitch

Statements that agree. A three-statement model whose balance sheet balances.
Honest runway from real cash and the hiring plan you will actually run.
A clean cap table with founders, pool and outstanding SAFEs modelled.
Use of funds tied to milestones, not a vague “growth” line.
The ask and the stage stated the same way on the deck, in what you share with investors and in the model.

When a company is raising, Replafin shows this checklist on the raise page next to the sized round.

Over time

Round by round

Each priced round and each converting SAFE rewrites ownership. Stacked early instruments can surprise founders at seed if nobody ran the pro forma. Keep the history: who came in when, at what cap or price, and what the pool was after each close.

Replafin's cap table view shows today's holders, the pool, SAFEs and their caps, and what each modelled round does to the founders' share, so the next conversation starts from one file.

Terms

Term sheet clauses that change the outcome

Price and ownership are only part of the deal. Liquidation preference, participation, anti-dilution and the option pool shuffle change who gets paid at exit even when the headline percentage looks fine. Replafin models those clauses on the terms page so you can see the waterfall effect before you agree to language you will live with for years.

Nothing here is legal advice. Use counsel for the documents; use the model to see the economic shape of what you are signing.

Term sheet glossary

Pre-money / post-money: What the company is worth before the money goes in, and after (pre + the raise). Ownership sold = raise ÷ post-money.; Watch for: A post-money SAFE cap is a post-money figure: ownership = amount ÷ cap.
Liquidation preference: At an exit, the investor gets their money back (1×) before common shareholders see anything.; Watch for: Anything above 1× means they take a multiple of their money first.
Participating preferred: The investor takes the preference AND then shares the rest pro rata: the “double dip”.; Watch for: Non-participating is standard: they choose one or the other. Participation is often capped (e.g. 3×).
Seniority: Which preferred series is paid first. “Standard” = last money in, first out; “pari passu” = all series share.; Watch for: Stacked senior preferences can wipe out common at a modest exit.
Anti-dilution: If a later round is priced lower, the earlier investor's price is adjusted down so they get more shares.; Watch for: Broad-based weighted average is market. Full ratchet reprices the whole series to the new price: founders absorb it all.
Option pool shuffle: The investor asks for the unallocated pool to be created before their money goes in, so it dilutes only existing holders.; Watch for: Size the pool to the hiring plan for this round; every unused point is founder dilution.
Pro-rata rights: The right to invest in future rounds to keep the same ownership.; Watch for: Normal for lead investors. Super pro-rata (more than their share) squeezes new investors out.
Redemption rights: The investor can demand their money back after some years.; Watch for: Rare in venture; it turns equity into a loan.
Cumulative dividend: A dividend that accrues each year and is added to the preference at exit.; Watch for: Grows what is paid before common every year it isn't paid.
Drag-along: If holders of a majority agree to sell, everyone must sell on the same terms.; Watch for: Standard; check which majority: founders should be part of it.
Vesting / cliff: Shares are earned over time (usually 4 years); nothing vests before the cliff (usually 1 year).; Watch for: A reset at the round with no credit for time served treats founders as new hires.
No-shop: After signing the term sheet you may not talk to other investors for a period.; Watch for: 30–45 days is normal. Longer removes your leverage while the definitive documents are negotiated.
MFN (most-favoured nation): A SAFE holder automatically gets any better terms you give a later SAFE.; Watch for: Fine, but it means the best terms you ever give apply to everyone with MFN.

One engine

Same model as valuation and cash

Cap tables go stale when they live apart from the forecast. In Replafin the company file carries the drivers, the statements, valuation, the raise plan and the cap table together. Share a dated version through Investor Access and the investors you invite see figures with their sources, not a detached slide; the cap table goes in only if you switch it on.

Start from a SaaS template or another business model, then turn raising on in the company profile when you need the fundraising tabs. See features and pricing (Starter $200 / Pro $500).

Questions

Cap table and raise plan, answered

What is a cap table?

A capitalization table lists who owns the company: founders, employees, advisors, investors and the option pool, with share counts or percentages on a fully diluted basis. After each round or SAFE conversion it shows who owns what next.

How do you calculate dilution?

Ownership after a priced round is computed on post-money: the new money divided by (pre-money + new money) is the investors' share. Everyone else is diluted by that percentage, and an option pool top-up can dilute founders further before or as part of the round.

How much should I raise?

Enough to reach the milestone that unlocks the next round, with a margin of safety. Common guidance is 18 to 24 months of runway at the burn the plan implies. Replafin's raise plan sizes the ask from the model's burn, the milestone month and a target valuation so dilution is visible before you pitch.

What should be ready before I pitch?

A consistent three-statement model, honest runway, a cap table that is not broken, the use of funds, and clarity on stage and ask. Replafin keeps a before-you-pitch checklist on the raise page when a company is raising.

Does the cap table use the same numbers as valuation?

In Replafin, yes. Valuation methods, the raise plan and the cap table read from the same company model. Change the round size or pre-money and dilution and ownership update without rebuilding a separate spreadsheet.