Model a funding round

Check the starting records

Open Round modeling after reconciling your existing cap table. Review share classes, issued securities, unallocated equity-plan shares, and the recorded terms of every SAFE and convertible note. The scenario uses those records as its starting point.

A saved scenario is a planning tool. It does not issue securities or change ownership until you apply a reviewed round close.

Enter the proposed terms

Enter the pre-money valuation, new investment, and target for the unallocated option pool. The Model date is the day the round is priced on: securities dated after it are not on the table, note interest accrues to it, and a pro-rata right or MFN election applies only if it is in force that day. It is also the closing date the close workflow offers.

The pool target is the intended unallocated portion of post-round fully diluted shares. It is not the same as the total plan reserve or the number of options already granted. In this model, any required pool increase is applied pre-money.

Start with one proposed set of terms and change one assumption at a time. This makes it easier to identify why a holder’s percentage changes.

Review conversions and ownership

The app models SAFE and note conversions using the recorded cap, discount, and instrument type. Pre-money and post-money SAFEs use different capitalization bases. Preferred share classes may also produce an anti-dilution adjustment when configured and triggered.

Read the before-and-after ownership view alongside the conversion and pool results. In this model, the new investment divided by pre-money valuation plus new investment gives the new-money investor group’s modeled percentage. Conversions, pool increases, and anti-dilution adjustments affect the pre-money capitalization, share price, and distribution of the remaining ownership. Reconcile actual closing quantities after whole-share rounding.

See Understand equity dilution for a simple example and the assumptions that distinguish it from a more complex round.

Elect pro-rata checks and MFN terms

Under Financing ID, round size and elections the model lists every pro-rata right recorded on a security and every MFN election recorded on a SAFE or note. Enter the check each holder elects, up to the entitlement the right produces on its own basis: a fixed percentage of the round, the holder’s pre-round fully diluted ownership, or a YC side-letter denominator. Tick an MFN election to apply it to this financing; the instrument’s original terms stay on record and the breakdown shows both.

Choose the round size convention the term sheet uses. Fixed total fits elected checks inside the investment entered and leaves the rest for other investors; Additional adds them on top. Either way the share price, conversions, anti-dilution and pool top-up are solved once over the whole round, so an election never changes another holder’s figures by a percentage applied after the fact.

The Participation rights and elections card shows each holder’s maximum entitlement, elected amount, resulting whole shares, and any unmet or excess amount, along with the rounding between the checks and the shares they buy. An election above its entitlement, or one that buys no whole share, is refused with the reason and the close is not offered until it is corrected. The Financing ID is what rights and elections name; give it a stable value when a right applies only to a specific financing.

Save and compare scenarios

Save a scenario to return to its proposed terms, model date and elections. Use descriptive names that identify the valuation, investment, or pool assumption being considered.

Scenario results depend on the underlying company records. A saved scenario remembers the cap table it was saved against: when that table has changed, the view says so, the figures shown follow the current records, and the round cannot be closed until the scenario is saved again. Saving a scenario does not make the underlying cap table a frozen historical snapshot.

Review carefully before closing

Use the close-round workflow only when you intend to apply the financing to the cap table. Choose or create the preferred class, allocate the investment between investors, and select the equity plan that receives the pool top-up.

Review the proposed certificates, conversion records, and reserve change before confirming. A round close issues the modeled securities, marks converted instruments accordingly, and updates the destination plan. A restore point is taken before the close.

The model follows the app’s calculation conventions. Reconcile the final results with the signed financing terms before recording the close. Export the resulting cap table and use History to review the transaction.