This guide walks through every interactive feature section by section. Each numbered input shows exactly what it controls, what it computes, and how it connects to the rest of the model.
All figures update live across the entire tool whenever any slider, input or toggle changes.
1
Planning Foundation — Share Structure & Founder Setup
Set foundational equity structure before modelling any funding rounds
①
Founding shares issued
Total ordinary shares created at incorporation (default 10,000,000). Drives all price-per-share calculations downstream.
②
Nominal value per share
Legal par value (e.g. £0.0001). Sets your total share capital shown on Companies House filings.
③
Founder vesting schedule
Years to full vest. Sets the cliff and annual vesting rate used in the exit payout calculation.
④–⑤
Founder name, role & % of pool
Add up to 3 co-founders. Percentages are auto-normalised if they don't sum to 100.
⑥–⑧
Options, vesting years & cliff
Per-founder option grants with independent vesting schedules.
⑨
Departed toggle
Mark a departed founder. Their unvested shares lapse and are excluded from the exit payout.
⑩–⑬
SAFE / Note config
Set the valuation cap, discount %, note interest rate and years-to-exit used for SAFE conversion and IRR calculations across the whole model.
2
EOS Pool Negotiation & Master Status
Model pool size & placement — see the exact cost to your founder stake in real time
The Employee Option Scheme (EOS) pool is one of the most negotiated and misunderstood terms in a funding round. This section lets you model its size and placement — and see the exact dilution cost in real time.
①
EOS pool size slider
Drag to set the option pool as a % of the company (5–25%). Every downstream dilution figure updates instantly.
③
Pre / Post-money toggle
The most important negotiating decision. Pre-money: the pool is carved before the VC prices in, so only you bear the dilution. Post-money: both you and the VC share it. Always push for post-money.
④–⑦
EOS impact row
Shows pool size, placement, cost to your stake in percentage points, and your final retention after all rounds plus the EOS pool.
⑧–⑫
Master status bar
Live summary of total raised, gross equity sold, EOS pool %, your final founder %, and headroom vs the 51% control floor. Colour-coded: green = safe, amber = tight, red = control breached.
⑬
Apply recommended
One-click reset to the tool's benchmark-optimised equity targets across all rounds.
3
Round 1 — Pre-seed
Model your Pre-seed raise — investment, equity %, implied valuation
①
Investment target slider
How much you're raising. Drag or read the live value displayed above the track.
②
Equity % slider
What % of the company you're selling. The gold marker shows the recommended benchmark for this stage.
③
Pre-money benchmark meter
Green = within SEIS/EIS angel range. Amber = above range. Red = below range. Instant market context.
④–⑨
Round metrics
Investment, equity sold, pre-money, post-money, price per 1% of equity, and your cumulative founder % after this round including EOS.
⑩
Share class selector
Choose Ordinary, Preferred 1×, Participating Preferred 2×, SAFE/Note or Warrant. Each changes the liquidation waterfall behaviour at exit.
⑪
Price per share
Auto-calculated from investment ÷ equity % ÷ total shares. Updates live.
⑫–⑬
Liquidation seniority & class detail
Set ranking in the exit waterfall (1=junior, 6=senior). Explanatory text describes how this class behaves at exit.
4
Round 2 — Seed
Same structure as Pre-seed, benchmarked against EIS seed range (£8m–£20m pre-money)
Same interactive structure as Pre-seed. Your cumulative dilution compounds from the Pre-seed round. Price per share at Seed should be higher than Pre-seed — a rising PPS confirms valuation step-up, which matters for EIS/SEIS relief eligibility.
5
Round 3 — Series A (EOS pool attaches here)
EOS pool is created and attached to the cap table at this round
⑧
EOS pool value
Shows the £ value of the option pool as carved at this round (pre or post-money, as configured). This is the cost to your stake made visible.
⑨
Founder % after A + EOS
The number to watch. Below 60% starts to feel tight. Below 51% means investors collectively hold the casting vote.
The benchmark for Series A is the UK VC range (£15m–£40m pre-money). If your bar turns amber or red, reduce equity % or increase the investment amount to bring valuation into range.
By Series B your cap table is maturing — smaller equity % slices reflect higher valuations. Benchmark meters now test against growth-stage and late-stage VC ranges. If Series C's benchmark bar turns red, the tool tells you exactly how many percentage points to reduce equity % to reach the bottom of the late-stage VC range.
7
Live Cap Table & Dilution Timeline
Complete live view of who owns what — updated instantly
Cap table columns
① Party
Each founder, the EOS pool, and each round's investors.
② Share class
Ordinary, Preferred 1×, etc. as configured per round.
③ Seniority
Liquidation preference rank (1=junior, 6=senior). Drives the exit waterfall order.
④–⑤ Shares & %
Share counts and ownership percentages across all rounds and EOS pool.
⑥ £ value
What each party's stake is worth at current Series C post-money valuation.
Dilution timeline bars: Each bar shows the equity stack at one stage, from Founding through Series C. The founder's dark segment shrinks with each round. Founder % shown in green (safe), amber (tight) or red (below 51%).
8
Preference Waterfall & Exit Payout
Model a full exit — who gets what, in seniority order, with IRR per party
①
Exit multiple selector
Choose 2×, 3×, 5×, 7×, 10×, 15× or 20× Series C post-money as the exit value. Updates the entire waterfall instantly.
③
Down round scenario toggle
Models a Series B repriced below Series A, triggering BWAA broad-based weighted average anti-dilution repricing. Shows the extra shares issued and the cost to your stake.
④
Founder net proceeds
Your payout after the preference waterfall clears, based on vested shares at exit.
⑨
Seniority rank
Most senior investor paid first. Ordinary shareholders and converted preferred rank last.
⑫–⑬
Return multiple & IRR
×return on invested capital, and annualised IRR based on years-to-exit set in Section ①.
Ready to model your cap table?
Switch to the interactive model and start adjusting your rounds. All figures update live as you drag sliders and toggle settings.
Figures are indicative — seek legal and financial advice before making funding decisions.
Full equity model: founding share structure, per-round share classes & PPS, seniority-ordered liquidation preference waterfall, SAFE/Note conversion with cap & discount, vesting impact on founder, and exit payout with net proceeds, return multiples & IRR per party.
Share Structure Foundation
Founding team · per-founder shares & options · vesting · share class per round · PPS ↔ valuation · seniority
Per-round share class, price per share & seniority
EOS option pool negotiation — impact on Founder shares
Adjust pool size and placement — impacts all downstream dilution
Pool placement at Series A
EOS pool size15.0%
5%25%
Placement explained
Pre-money: pool carved before VC prices in. Dilutes you alone — VC gets full pre-money. Post-money: pool created after close. You AND VC share the dilution. Always negotiate post-money.
Vesting note
Standard: 4yr vest, 1yr cliff. Unvested options at exit — negotiate that lapsed options return pro-rata to ALL shareholders, not just the VC. This clause is rarely offered but consistently agreed.