Round modeler

The Round modeler prices a round against your current cap table. Change the terms and the results recalculate as you type. Nothing is saved until you choose to close the round, so you can try as many versions as you like.

The modeler needs shares or options on the cap table first, because it prices against your current fully diluted count. Until you have some, it sends you to Issuances.

The inputs#

• Name and closing date. The name defaults to a stage such as Seed or Series A, based on how many rounds you have closed. Notes accrue interest up to the closing date.
• Share class. Pick an existing preferred class, or leave it on "New class" and define one when you close.
• Pre-money valuation, required. The hint shows your last round's price per share when there is one.
• New money, cash from new investors. SAFEs and notes are handled separately.
• Unissued option pool after the round, as a percentage. The hint shows what it is today. The top-up counts inside the pre-money valuation, so existing holders carry it.
• SAFEs & notes converting. Every outstanding instrument starts selected. Untick any that should not convert in this round.
• New investors. One row per investor with an amount. You can add a new stakeholder from the row. Amounts must add up to the new money.

The results#

• Price per share, new investor shares, post-money (price times post-round fully diluted shares) and fully diluted shares before and after.
• A note showing how far founders move, for instance from one percentage to another, including the effect of any pool top-up.
• Ownership before and after by group (founders, investors, employees, advisors, entities, unissued pool).
• How SAFEs and notes convert: for each, the amount converting (principal plus interest for notes), the price, the basis (cap, discount or round price) and the shares.
• Cap table after the round: every holder's shares before, after and the change, plus any pool top-up. Money you have not yet assigned to a named investor shows as "New investors (unallocated)".

The price is the pre-money valuation divided by pre-money fully diluted shares, including the pool top-up and every converting instrument. Prices round to four decimals and share counts round down, so the money actually invested can be slightly below what you typed. If the pool target and SAFE caps feed back into each other and never settle on one price, a warning asks you to try a smaller pool target or fewer converting instruments. The formulas are on SAFEs, notes and rounds.

Saving and loading scenarios#

Save scenario stores the current inputs under a name: round name, date, class, valuation, new money, pool target, selected instruments and investor rows. Results are recalculated each time you load one, so they always use today's cap table. Saved scenarios appear in a Load scenario menu and in a Saved scenarios list at the bottom with Load and delete buttons. Everyone on your team sees them.

Loading restores the inputs and drops any selected SAFE or note that is no longer outstanding. The app shows one scenario at a time. To compare two offers, load each in turn and read the founders' line and the price per share.

Closing the round#

Close round is enabled when the terms price, the new money is fully assigned to investor rows (within one currency unit), no investor row is incomplete or repeated, and the round has new money or at least one converting instrument. Hover the button to see what is blocking it. Closing recalculates everything on the server and saves it in one step; see SAFEs, notes and rounds. The figures are a model, not legal or financial advice.