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.
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, the listing and 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.
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. Publish a listing on Pro and approved investors on the investor side see figures with provenance, not a detached slide.
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.
Size the round.See the dilution.
Open the workspace, set the raise, and watch ownership and runway update from the same model. Pro is $500 a month if you also want a listing in front of approved investors.