Raise Planner — MatCap

1 Founders

Who's on the cap table today, and what % each owns.

2 This round

Raise amount

$

How much you're raising now.

Post-money valuation

$

Pre-money + this raise.

Option pool target ?A pool is created in the pre-money before investors come in, so existing shareholders (you) bear the dilution — not the new investor. At pre-seed, most rounds skip this; the pool usually gets carved out at Series A.

%

Less common at pre-seed — that's why this defaults to 0. Bump to 5–10% if your lead requires one.

3 Series A (estimated)

Your best guess at the next round, 18–24 months out. A common rule: 3× the post-money of this round and ~$5–8M raise.

Raise amount

$

Typical Series A: $4M–$15M.

Post-money valuation

$

3× rule of thumb means $30M off a $10M post-seed.

Option pool top-up ?Series A investors usually want the pool at 10–15% of post-money. The top-up dilutes existing shareholders again.

%

Usually 10–15% post-money.

Cap table over time

How ownership shifts at each round.

Today

Before this round

After this round

$2M @ $10M post

After Series A

$6M @ $30M post

Holder	Today	After this round	After Series A

If you exit at…

Slide to see what each holder walks away with.

$200M Exit valuation (gross, before fees & taxes)

$10M$500M$1B$2B

Simplification: assumes 1× non-participating preferred (everyone converts to common at exit). Real outcomes depend on liquidation preferences, debt, taxes, and the terms of each round.

How this works

What is dilution, exactly?

When new investors put money in, the company issues *new* shares to them. Your share count stays the same — but the total share count goes up. So your **%** of the company drops, even though your share count is unchanged.

Example: you own 100 shares of 100 total = 100%. Investor buys 25 new shares. Now there are 125 total. You still own 100, but that's 80% of the company.

Why does the option pool dilute me, not the new investor?

This is the trick most first-time founders miss. When investors agree to a "10% pool", that pool is created **in the pre-money** — *before* the investor's dollars hit the cap table.

That means existing shareholders (you) get diluted by the pool. The new investor still gets exactly their % of post-money. Net effect: a 10% pool on a $10M post is paid for entirely by the founders.

You can negotiate this. Smaller pool = less founder dilution. But you'll need to top it back up at the next round.

What's a healthy markup between rounds?

Rough rule of thumb: 3× the post-money of the prior round. So a $10M post-seed should lead to ~$30M Series A.

2× is a soft round. 1× is a flat round (you might still get done but it signals trouble). Below 1× is a down round and usually triggers anti-dilution clauses that make things worse.

The "right" raise amount is roughly 20–25% dilution per round. Above 30% and you're giving up too much; below 15% and you're probably leaving capital on the table.

What about liquidation preferences?

Preferred shares (what investors get) usually have a 1× liquidation preference: at exit, they get their money back before common shareholders see a dime.

At a healthy exit (say, 5× the last valuation), this rarely matters — everyone converts to common and takes their share. But at a low exit, preferences can mean founders walk away with much less than the simple % math suggests.

This tool assumes everyone converts to common (the "good exit" case). Don't take it as gospel for a fire sale.

Why two rounds and not more?

Beyond Series A, the model gets fuzzy. Series B valuations depend on metrics you don't have yet. Adding more rounds compounds assumptions until the numbers tell you nothing.

Two rounds is enough to answer the real question: is this round the right size given what's coming next?

Plan your raise.

Now go raise it.