Cap table & dilution

Cap table

Capitalisation table

The register of who owns what proportion of a company — every share, option, warrant and convertible instrument, and what each of them becomes at an exit.

Dilution

The reduction in your percentage ownership when a company issues new shares — a mathematical certainty in venture that reduces your slice while, in a good outcome, increasing its value.

Option pool shuffle

Pool top-up · Pre-money pool

The practice of creating or enlarging an employee option pool inside the pre-money valuation, so that the dilution falls on existing shareholders rather than on the incoming investor.

Fully diluted

A share count that includes everything capable of becoming a share — issued shares, all options whether granted or merely reserved, warrants, and every outstanding convertible instrument.

Share classes

Ordinary vs preferred · Common vs preferred stock

The different types of share a company issues — ordinary shares for founders and employees, preferred shares for investors — carrying different rights on payout, voting and protection.

Conversion mechanics

The specific rules that turn your SAFE or note into shares — which financings trigger it, at what price, into which class, and what happens if no qualifying round ever arrives.