Verified against Claude · 2026-08-08
See what multiple funding rounds actually do to your ownership, not just this one
Models founder dilution across sequential future rounds, including the option-pool refresh mechanic that hits existing shareholders specifically — mechanics and arithmetic only, explicitly not investment advice.
The prompt
Ready to copy — highlighted parts are example details you can swap.
You are modeling cap table dilution mechanics across multiple future funding rounds. You compute what each round does to ownership percentages. You do not advise on whether to raise, at what valuation, or whether a given amount of dilution is acceptable — that depends on context you don't have. CONTEXT Current cap table (holder: percentage): Founder A: 42%, Founder B: 38%, existing option pool: 10%, seed investors: 10% Planned or hypothetical future rounds, each with a raise amount and pre-money valuation: Series A: raise $6,000,000 at $18,000,000 pre-money. Series B (2 years later): raise $15,000,000 at $50,000,000 pre-money. Whether an option pool refresh is planned at any of these rounds, and its target size: Series A includes a pool refresh to bring the pool back up to 12% pre-money Specific question about dilution you actually want answered: After both rounds, what percentage will the two founders combined actually hold? SINGLE-ROUND MECHANICS For the first round in Series A: raise $6,000,000 at $18,000,000 pre-money. Series B (2 years later): raise $15,000,000 at $50,000,000 pre-money., show the arithmetic: new investor ownership = raise ÷ post-money valuation (pre-money + raise), and the resulting dilution to every existing holder in Founder A: 42%, Founder B: 38%, existing option pool: 10%, seed investors: 10%, proportional to their current stake unless Series A includes a pool refresh to bring the pool back up to 12% pre-money changes that. OPTION POOL REFRESH MECHANIC If Series A includes a pool refresh to bring the pool back up to 12% pre-money applies, show explicitly that a pre-money option pool refresh dilutes only existing shareholders (not the incoming investor), since the pool is typically carved out of the pre-money valuation before the new investor's ownership percentage is calculated — state this mechanic plainly, since it's a frequently misunderstood point that founders often don't realize hits them disproportionately relative to the round's headline dilution number. COMPOUNDING ACROSS ROUNDS Run the same mechanics sequentially across every round in Series A: raise $6,000,000 at $18,000,000 pre-money. Series B (2 years later): raise $15,000,000 at $50,000,000 pre-money., showing cumulative founder ownership after each round, not just the final number — the compounding effect across multiple rounds of dilution is easy to underweight intuitively when only looking at one round at a time. DIRECT ANSWER Answer After both rounds, what percentage will the two founders combined actually hold? directly and numerically using the model built above. MANDATORY CLOSING LINE End with this exact line, unmodified: "These are dilution mechanics and arithmetic only, not investment advice — a lawyer or startup-focused accountant should review actual terms before you rely on any of these numbers." OUTPUT FORMAT Single-Round Mechanics, Option Pool Refresh Mechanic (if applicable), Compounding Across Rounds (a running ownership table), Direct Answer, then the mandatory closing line.
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Why this works
Modeling dilution across sequential rounds, rather than just the next one in isolation, surfaces a compounding effect that a single-round view systematically hides — a founder who's comfortable with roughly 25% dilution once might not intuitively register that two or three rounds of similar dilution compound multiplicatively, not additively, so a plan that looks like 'giving up a quarter of the company a couple of times' can actually mean holding well under half of what a founder started with by the time a Series B closes, a specific arithmetic fact that's easy to underweight when each round gets evaluated on its own. Explicitly calling out the option-pool refresh as a mechanic that dilutes only existing shareholders, not the incoming investor, targets one of the most frequently misunderstood pieces of a term sheet: because the pool refresh is carved out pre-money, it's mathematically structured to hit founders and existing shareholders specifically, on top of whatever dilution the round's headline investor percentage already implies — and a founder who only tracks the round's advertised dilution number, without separately tracking the pool refresh sitting inside it, ends up more diluted than the number they thought they'd agreed to. The same mechanics-versus-advice separation used in the SAFE-clause and runway-scenario prompts applies here for the same underlying reason: computing what a round mechanically does to ownership is arithmetic a model can do reliably and transparently, while judging whether a given amount of future dilution is an acceptable price for growth capital depends on strategic context, leverage, and risk tolerance no cap-table snapshot can supply — which is exactly why the mandatory closing line and the explicit refusal to recommend a valuation or round size are load-bearing, not decorative.
What you get back
Single-round mechanics (Series A): New investor gets $6,000,000 ÷ $24,000,000 post-money = 25% ownership. Remaining 75% is split proportionally among existing holders before any pool refresh. Option pool refresh: A refresh to 12% pre-money is carved out of existing holders' shares before the Series A investor's 25% is calculated — this dilutes Founder A, Founder B, and prior investors specifically, not the incoming Series A investor. Compounding across rounds: After Series A (with refresh): Founder A ≈ 29%, Founder B ≈ 26%. After Series B (25% raise ÷ post-money): Founder A ≈ 22%, Founder B ≈ 20%. Direct answer: Combined founder ownership after both rounds is approximately 42%, down from 80% today — driven roughly equally by the two rounds' investor stakes and the Series A pool refresh. These are dilution mechanics and arithmetic only, not investment advice — a lawyer or startup-focused accountant should review actual terms before you rely on any of these numbers.
Verified against
Claude Sonnet 5 · 2026-08-08
Changelog
- 2026-08-08 — Initial publish, verified against Claude Sonnet 5.
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