| name | cap-table-manager |
| description | Use when a founder needs to understand or model ownership and dilution. Triggers on "model my cap table", "how much will I be diluted", "option pool", "SAFE conversion", "post-money vs pre-money", "what do I own after this round", "pro rata". Turns equity from a black box into a model the founder controls. |
Cap Table Manager
Founders lose more value to cap-table mistakes they did not model than to
valuation they negotiated badly. This skill makes dilution legible: you should
be able to state what you own after the next two rounds, and why.
When to use this skill
Use it during [[fundraising-stage-selector]] to pressure-test dilution, before
signing any SAFE or term sheet, and whenever someone says "we'll just expand the
pool." Pair instrument mechanics with [[safe-vs-priced-round]].
The mechanics that actually move ownership
Pre-money vs post-money
- Post-money valuation = pre-money + new investment.
- Investor ownership = investment ÷ post-money. ($2M into $8M pre => $10M post
=> 20% to investors.)
- Modern SAFEs (post-money SAFEs) lock the investor's percentage; founders
dilute around them when later money comes in. Know which kind you signed.
The option pool shuffle
- Investors usually require the new option pool to be carved out of the
pre-money — so founders, not investors, bear its dilution.
- A "20% pool on a $10M post" can quietly cost founders several points. Model
the pool inside the pre-money and negotiate its size to the actual hiring plan
(see [[fundraise-team-hiring]]), not a round-number default.
SAFE stacking
- Multiple uncapped or high-cap SAFEs feel free now and convert into a painful
chunk at the priced round. Always model the fully converted table, not the
cash-in-hand one.
Build the model
- Start with the current fully-diluted table: founders, existing options,
prior SAFEs/notes (at their caps).
- Layer the new round: investment, pre/post, new pool top-up.
- Convert every SAFE at this round's terms.
- Read off post-round ownership for each row and the founder total.
- Project one round further at plausible terms to see the trajectory.
Guardrails
- Keep founders meaningfully above 50% through seed if at all possible; the math
gets unforgiving by Series A.
- A round selling >25% is a yellow flag — too dilutive or underpriced.
- Watch liquidation preference and participation; they change value even when
they don't change percentage. See [[term-sheet-negotiation]].
Anti-patterns
- Modeling the cash table instead of the fully-converted one.
- Accepting the pool top-up as fixed instead of sizing it to the hiring plan.
- Signing stacked SAFEs without ever modeling their combined conversion.
Deliverable
A fully-diluted cap table for today, post-round, and one round out, with the
founder ownership trajectory, the pool's true cost, and a flagged list of any
term that moves value without moving percentage.
