Cap Table & Waterfall Simulator
Model equity ownership across a funding round and simulate liquidation waterfall proceeds for two common preferred share structures. Inputs update results live.
Round parameters
Founders
Existing investors (optional)
New investor (this round)
Pre-money cap table
| Stakeholder | Shares | Ownership |
|---|
Post-money cap table
| Stakeholder | Shares | Pre-round % | Post-round % | Dilution |
|---|
Liquidation waterfall
1× Non-Participating Preferred
| Stakeholder | LP Preference | Common Proceeds | Total |
|---|
1× Participating Preferred
| Stakeholder | LP Preference | Pro-rata | Total |
|---|
Non-participating: investors choose the higher of their liquidation preference or their pro-rata share. Participating: investors collect their preference first, then share in remaining proceeds pro-rata with common stockholders. Option pool receives no waterfall distribution.
Round metrics
This simulator is for informational purposes only and does not constitute legal or financial advice. Calculations are simplified. Consult qualified advisors before making investment decisions.
Built by the firm's lawyer, not by a software development team — edge cases and bugs are possible. If a result looks wrong or matters to your situation, email ciprian@frandes.law to confirm before relying on it; we'll investigate and fix.