Frequently Asked Questions

What is fullydiluted.io?

A tool for modeling a priced venture financing round. You enter or import a cap table, add the terms of the outstanding SAFEs and convertible notes, set the terms of the new round, and the tool computes the pro forma: the new price per share, how many shares each convertible turns into, the option pool increase, and what every holder owns before and after.

The whole thing runs inside your browser. There is no account, nothing to install, and your cap table is never shared with our servers.

Who is it for?

Founders, investors and their advisors who want to see how the terms of a round affect ownership and dilution without building a spreadsheet from scratch.

It is not a substitute for a lawyer or an accountant who has read your actual documents.

What does it cost to use fullydiluted.io?

Nothing at the moment. There is no account, no subscription and no payment step. If that changes, the Terms of Service will say so.

Does my cap table really never reach your servers?

Really. The modeling engine is downloaded to your browser and runs there. When you import a cap table, you are importing it into the tool that is loaded in your browser. The file is processed locally and all calculations run on your device. There is no upload: the site has no endpoint that accepts a cap table, and the host's standard server logs only ever see requests for the page and the engine's files, never their contents.

You can check for yourself. Load fullydiluted.io and give it a few seconds for the engine to finish loading. Then disconnect from the internet: turn off Wi-Fi, unplug the cable, or switch on airplane mode. No internet, obviously no data sharing. Now import your cap table, edit it, compute a pro forma and save the result. The model works because it doesn't use the network.

Keep your internet on and you get the same results: an internet traffic monitor will show you that your cap table data isn't going anywhere. And if you're savvy with coding, you'll know that an application that runs entirely in your browser can't hide what it does. Anyone inclined to look can inspect how this site and its engine handle your cap table data, and they'll find that none of it is shared.

Then what do you collect?

Ordinary website analytics through Google Analytics: your IP address, browser and device type, the pages you visit and how long you stay, via Google's _ga cookies, which last two years. The site itself sets no cookies. If you block Google Analytics with an ad blocker or Google's opt-out add-on, the tool works exactly the same. Details are in the Privacy Policy.

Should I import my real cap table?

Our own advice is to anonymize it first. The model only needs share counts, prices and terms, so a cap table with the names replaced models identically. If you do import the real one, turn on Mask Names so the names stay off screen and out of saved files. See the Terms of Service.

Do I need an account? Is my work saved?

No account, and nothing is saved on our side, because your cap table data doesn't reach us. Your current cap table and pro forma live in your browser tab's session storage, which is erased when you close the tab.

To keep your work, use Save to Device in the menu, which downloads an .xlsx file. Import that file later to pick up where you left off.

Is this legal, tax or financial advice?

No. The tool is for educational and informational purposes only. The conversion mechanics it offers are simplified versions of common forms and may not match the terms of your instruments. Verify every output with a professional who has read your documents. See the Terms of Service.

Has the site had a security audit?

No formal audit, penetration test or SOC 2 report. The architecture is the safeguard: there is nothing on our side to breach, because your data never arrives.

Doesn't running in the browser make the tool easy to copy?

Yes. Everything the tool does is delivered to your browser, which is what lets you verify it, and it also means someone could study it and build their own. Does that really matter if at this point AI can easily build this tool for you even without the need to refer to a copy of this one? Keeping your cap table on your device matters more than keeping the code out of sight.

How do I get my cap table into the tool?

Two ways. Build it by hand on the Cap Table tab: click any cell to edit it, and use + and − to add or remove rows. Or import an .xlsx file: open the menu, click Import Cap Table, drop in your file and click Process.

Either way, review the entries before you compute a pro forma. The Load Sample Cap Table item in the menu gives you a made-up company to run pro formas and test different financing metrics on.

Which files can I import?

An .xlsx file saved by this tool, or a cap table export from Carta. Shareworks exports are in beta. Files are limited to 2 MB.

Importing a file means importing it into the tool that is loaded in your browser. The file is processed locally and never uploaded.

For Carta, include “Securities ledgers by type and class” in the export so the convertibles come through.

Reading a cap table out of someone else's spreadsheet is guesswork, so the tool shows you everything it read. Check it for accuracy.

Can I import a Pulley export?

You can try. The tool has a reader for the cap table export Pulley produced, and it worked on the exports we had. Pulley has announced it is shutting down, so that reader is frozen as it stands: if your file loads, great; if it does not, we will not be chasing the difference. The same 2 MB limit applies.

Export your cap table while you still can, and look over every number the import shows you before you compute.

What should the cap table include?

Everything outstanding or held in reserve as of immediately before the round: all issued common and preferred stock, options and RSUs outstanding, warrants, the unissued option pool, and every SAFE and note that has not yet converted. Enter option plan totals in aggregate rather than grant by grant.

Leave out repurchased or canceled grants and SAFEs and convertible notes that already converted in an earlier round.

Why don't individual option holders appear?

Because the model does not need to know about Bob on the marketing team's 20,000 share option grant. What moves the numbers in a round is the plan as a whole: options outstanding and shares available. An import folds every individual grant into those totals and drops the names, and the Stakeholders count on the Cap Table tab excludes equity plan grantees for the same reason.

We do this on purpose, to minimize the amount of personal information the application touches. Bob's grant never needs to be on screen, in a saved file, or anywhere else.

The import read something wrong. What now?

Check the Import notes that appear above the table: they list anything the reader was unsure about, such as a missing share class or a convertible with neither a cap nor a discount. Then fix the cells directly; everything on the Cap Table tab is editable. Review the numbers before you compute, every time.

What does Lock do?

It freezes the cap table so that no cell, and not the company name, can be edited, and Clear then only clears the pro forma. Lock it once you are happy with the cap table and want to try several rounds against it. Click the lock again to edit.

What does Mask Names do, and what is the key file?

With Mask Names on, the company name and every holder's name are replaced with labels such as “Common Holder 1” and “Seed Holder 2”, on screen and in saved files. Share counts, prices and terms stay visible. It is for keeping names out of screenshots and shared files; nothing reaches us either way.

When you import with Mask Names on, you download a key file (.ckf) that maps the labels back to the real names, encrypted with a passphrase you choose or, if you skip the passphrase, with a key stored inside the file. Add the key file when saving to put the real names back. The key file is yours: we do not have a copy and cannot recreate it.

Can you recover my masked names if I lose the key file?

No. The key file is created in your browser and downloaded to you; we never receive it. Without it, a saved file keeps the placeholder labels.

How do I save my work?

Open the menu and click Save to Device. The file is an .xlsx that downloads to your computer; we never see it. It holds the cap table on visible sheets and the tool's settings (share classes, rounds, convertible terms) on a hidden sheet, so importing it later restores everything. The hidden sheet never contains holder names.

What is the hidden sheet in the saved file?

A sheet named _diligence that Excel keeps out of sight (right-click a sheet tab and choose Unhide to see it). It holds the tool's settings as text: share classes, rounds and their mechanics, holdings, warrants, convertible terms and plan totals. That is how importing the file later restores your model exactly instead of re-reading the numbers off the visible sheets.

It contains no names and no email addresses. Each holder is referred to by the address of the visible Cap Table cell that prints their name, so the visible sheets are the only place anyone is identified. Leave the sheet alone: if it is edited or deleted, the file imports as an ordinary spreadsheet and the terms it carried are lost.

Can I edit the saved file in Excel and re-import it?

Not the Cap Table sheet. If that sheet has changed since the file was saved, the import refuses it, because the hidden settings would no longer describe the numbers on the sheet. Make your edits in the tool instead, then save again. Other sheets you add to the file are ignored.

What is in “Save Cap Table + Pro Forma”?

The cap table plus the computed pro forma as a workbook with live formulas: the price, conversion math and pool refresh are Excel formulas you can inspect, with iterative calculation turned on so the circular references resolve. It is the same model, in a form you can hand to a lawyer or investor to audit.

What is a priced round?

A financing in which investors buy a new series of preferred stock at an agreed price per share, set by the valuation. That price is what makes it “priced”, and it is the trigger for outstanding SAFEs and convertible notes to convert into stock. Seed and Series A rounds are the usual examples.

Pre-money or post-money valuation: which do I enter?

Either one. Post-money is pre-money plus the new money raised, so the tool fills in whichever you leave blank. If you enter both, the post-money figure wins, and the pre-money field is locked until you clear it.

Term sheets increasingly quote the post-money, because it fixes the investors' ownership regardless of how much converts.

How is the new money price per share calculated?

Pre-money valuation divided by the fully diluted shares immediately before the closing, counting the option pool increase and, by default, the shares the SAFEs and notes convert into. New investors then receive their investment divided by that price, rounded down to whole shares.

What counts as “fully diluted”?

Every share that exists or could exist: common and preferred outstanding (preferred counted as converted to common), options and RSUs outstanding, warrants, the unissued option pool, and the pool increase adopted for the round. After the round it also includes the new money shares and the conversion shares. Percentages marked FD in the tool are on this basis.

SAFE or convertible note: what is the difference?

A convertible note is debt: it has a principal, an interest rate and a maturity date, and the interest converts along with the principal. A SAFE is not debt: no interest and no maturity, just the right to convert in the next priced round.

If it has both a cap and a discount, it converts at the better of the cap price and the discount price, and if it has either or both, never at more than the round price. The difference the tool cares about is interest and which conversion mechanic the instrument uses.

How does a valuation cap work?

The cap sets a ceiling on the valuation at which the instrument converts. Cap price = valuation cap ÷ company capitalization, where company capitalization is the share count the instrument's form defines (see the pre-money and post-money mechanics below). The holder receives (principal + any interest) ÷ conversion price, rounded down to whole shares. If the cap price is lower than the round price, the holder gets more shares for the same money.

How does a discount work?

Discount price = new money price × (100% − discount). A 20% discount on a $1.00 round price converts at $0.80. If an instrument has both a cap and a discount, it converts at whichever price is lower.

How is note interest calculated?

Simple interest: principal × rate × days ÷ 365, where the days run from the note's issue date (or the board approval date, if the cap table has one) to the Interest Cutoff Date. The interest is added to the principal and converts at the same price. The tool does not compound.

What is the Interest Cutoff Date?

The date interest stops accruing, normally the expected closing date of the round. It is only used to count the days of interest on convertible notes; if the cap table has no notes, it shows as not applicable.

Pre-money or post-money SAFE: what is the difference, and why does it matter?

Both convert at the lower of the cap price and the round price. They differ in the share count the cap is divided by, so a $10M cap means different prices under each.

Post-money (the Y Combinator form since 2018): company capitalization includes outstanding shares, options, RSUs and warrants, promised options, the unissued pool, every security converting in the round, and the pool increase only to the extent promised options exceed the unissued pool. Formula: S + O + W + U + P + C + min(R, max(P − U, 0)). Because the other converting securities are in the denominator, the holder's percentage of the post-money is fixed: it is the investment divided by the cap.

Pre-money (the original Y Combinator form): fully diluted capitalization includes outstanding shares, options, RSUs and warrants, the unissued pool and the full pool increase, and excludes every converting security. Formula: S + O + W + U + R. The holder's percentage shrinks as other instruments convert, and the pool increase dilutes them too.

Each round of convertibles on the Cap Table tab has its own Pre-money / Post-money toggle, and the pro forma's Conversion Mechanic can override all of them at once. Hover either option for the full definition.

What is an option pool refresh, and what is the “post-closing unallocated pool”?

Investors usually require that, after the closing, a set percentage of the fully diluted shares is sitting unallocated in the option pool, ready for future hires. The Post-Closing Unallocated Pool field is that percentage, and the refresh is the number of shares added to the pool to reach it. Topping up the pool generally dilutes everyone, including investors, so investors typically want the pool to have enough available shares to grant to new hires to avoid having to top up again until the next priced round when the pool would typically be topped up again.

The refresh is added before the money comes in, so it goes into the pre-money share count and lowers the price per share. Existing holders bear the dilution; the new investors do not. If the existing pool already exceeds the target, no shares are added: the model never shrinks a pool.

What are “promised grants”?

Options or restricted stock the company has committed to grant, in offer letters or a board plan, but has not granted yet. Under the post-money SAFE the figure is the greater of (a) grants promised under agreements made before the term sheet and (b) grants treated as outstanding in setting the new money price per share. The pro forma takes them out of the pool first, as their own row, and sizes the refresh so the target percentage is met after they are counted. If more is promised than the pool holds, the refresh covers the shortfall.

“Count conversion shares in pre-money?”: what does it mean?

Whether the shares the SAFEs and notes convert into are included in the share count that divides the pre-money valuation. Counting them lowers the price per share, which favors the new investors, and it is the current market standard; the tool defaults to Yes. Leaving them out is more favorable to existing holders.

Why doesn't the Totals value equal the post-money I entered?

Because shares are whole numbers. The price per share is rounded to four decimal places, and every holder's share count is rounded down, so price × total shares lands a little off the valuation you typed. This is normal in pro formas and the difference is a rounding error, not a modeling one.

The one exception is a post-money valuation with Count conversion shares in pre-money? set to No. Then the SAFEs and notes convert on top of the post-money you entered rather than inside it, and the Totals value exceeds it by the value of their conversion shares.

Why does the model “iterate”?

The numbers depend on each other in a circle. The price per share depends on the pool refresh and the conversion shares; the conversion shares depend on the price and on each other (under the post-money mechanic, every converting security is in every other one's denominator); and the refresh depends on the post-money share count, which depends on everything. There is no formula that solves it in one step, so the model starts at zero and repeats the calculation until nothing changes. The result is the smallest consistent whole-number answer, and it is the same every time.

Why do the converting SAFEs get their own sub-series (A-1, A-2, …)?

Instruments that convert at a different price from the new money get preferred stock with a different original issue price, which sets their liquidation preference and conversion price. Charters handle that with sub-series: A-1 for the new money and A-2, A-3 and so on for each distinct conversion price. Instruments converting at the same price typically share a sub-series. The New Authorized table lists each with its original issue price.

What is the “New Authorized” table, and what is the buffer?

The share counts the company's charter must authorize for the round. Common authorized equals every post-money share, because all the preferred must be able to convert into common; preferred authorized is one line per series. Add buffer and/or rounding increases the common authorized by a percentage and rounds it to a round number, as charters commonly do, so there is headroom for the pool and later grants without another amendment.

Which terms does the model not handle?

Most-favored-nation clauses, pro rata rights, conversion at maturity or on a change of control, and caps defined differently from the two mechanics above. The mechanics are simplified versions of common forms; if your documents say something else, the model will not know. Check the conversion details against your actual instruments.

Are conversion ratios other than 1:1 supported?

Not yet. Every share of preferred stock is counted as converting into one share of common. If an earlier series has an adjusted conversion price, from an anti-dilution adjustment or a stock split, its as-converted share count will be off by that ratio.

Are down rounds supported?

Not yet. If the new money price per share would be below the original issue price of an existing preferred series, the tool stops and tells you instead of computing a pro forma, because the anti-dilution adjustments that series would be entitled to are not modeled.