Cap Table & Funding Simulator

Model your company's equity ownership, simulate funding rounds, and analyse exit payouts, all in one place.

Step 1: Add Shareholders

Enter each shareholder's name, type (Founder / Investor / Employee / Advisor), instrument type (Equity, CCPS, CCD, or NCD), number of shares or units, and the issue price per unit. Click "+ Add" to add them to the cap table.

Step 2: Set the Latest Round Price

Enter the price per share from your most recent funding round in the "Latest Price / Share" field at the top. This is used to calculate the Current Valuation and the fair market value of each holding.

Step 3: Simulate a New Round

Enter a pre-money valuation and investment amount to see how a new funding round would dilute existing shareholders. You can link the pre-money to the implied valuation or unlink it to enter an investor's proposed valuation separately. Optionally add an ESOP pool expansion percentage.

Step 4: Analyse Exit Payouts

Drag the exit valuation slider to model how proceeds would be distributed among shareholders at different exit values. The waterfall follows standard liquidation priority: debt (NCDs) first, then preferred liquidation preferences (CCPS), then pro-rata distribution to all equity holders.

You can edit or remove any shareholder at any time, all calculations update instantly!

This simulator is designed for quick scenario modelling and educational purposes. Please note the following assumptions and limitations before relying on the results:

Assumptions

Equity shares carry equal voting and economic rights within the same class.
CCPS (Compulsorily Convertible Preference Shares) convert into equity shares at the specified conversion ratio. For the purpose of this simulator, conversion is assumed on a fully-diluted basis.
CCDs (Compulsorily Convertible Debentures) convert into equity shares at the specified conversion ratio. Accrued interest is not factored into the conversion calculation.
NCDs (Non-Convertible Debentures) are treated as debt instruments. In the exit waterfall, NCD holders receive principal plus accrued simple interest before any equity distribution.
The exit waterfall assumes non-participating preferred shares CCPS holders receive their liquidation preference OR participate pro-rata with common shareholders, whichever is higher. It does not currently model participating preferred or capped participation structures.
Implied valuation is calculated as: Latest Price Per Share × Fully Diluted Shares.
Fully diluted shares include all equity shares plus the equity-equivalent of CCPS and CCDs (at their respective conversion ratios). NCDs are excluded from the fully diluted count.
The ESOP pool in round simulation is created on a pre-money basis (i.e., existing shareholders bear the dilution, not the new investor).

Limitations

This tool does not account for anti-dilution protections (weighted average or full ratchet).
Participating preferred, capped participation, and pay-to-play provisions are not modelled.
Dividend accrual on CCPS and interest accrual on CCDs are shown for reference but are not compounded or factored into conversion economics.
Multiple liquidation preference stacking (e.g., 2x non-participating vs 1x participating) follows a simplified priority order and may not match the exact terms of your shareholder agreement.
SAFE (Simple Agreement for Future Equity) and convertible note instruments are not included in this simulator.
Tax implications (including Section 56(2)(viib) angel tax, LTCG, ESOP perquisite taxation under Section 17(2)(vi)) are not considered.
This simulator does not store any data. All inputs are session-based and will be lost when you close or refresh the page.
The results are indicative and should not be treated as legal, financial, or tax advice. Consult a qualified advisor before making equity-related decisions.

Disclaimer: This simulator is provided for informational and educational purposes only. It does not constitute legal, financial, or tax advice. The calculations are simplified approximations and may not reflect the exact terms of your shareholder agreements, articles of association, or applicable regulations. Always consult qualified professionals before making decisions relating to equity, fundraising, or corporate structuring.

Legal & Compliance

Cap Table & Funding Simulator

Disclaimer

The content of this Website are not intended for solicitation, invitation or inducement of any sort whatsoever or to create an Attorney-Client relationship through this knowledge-site.

Legal & Compliance

Legal & Compliance

Cap Table & Funding Simulator

Disclaimer

The content of this Website are not intended for solicitation, invitation or inducement of any sort whatsoever or to create an Attorney-Client relationship through this knowledge-site.

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Legal & Compliance