How to read the result
The simulator shows your cap table before and after the deal. Three figures matter:
- Your percentage after the deal. It sets your voting rights and your share of the price on a sale, subject to the terms of your agreements.
- The price per share in the round. It is the reference for converting BSA AIR and for later issues.
- The post-money valuation. The pre-money valuation plus the amount raised.
Dilution is shown in two ways. In points: a shareholder going from 50% to 34.18% loses 15.82 points. In relative terms: they lose 31.65% of their stake.
How dilution is calculated in a funding round
Dilution comes from issuing new shares. Your number of shares stays the same, but the total grows.
The price per share is the pre-money valuation divided by the number of existing shares. The number of new shares is the amount raised divided by that price.
Example: a company with 1,000,000 shares raises €1,000,000 at a €4,000,000 pre-money valuation. The price per share is €4. The company issues 250,000 shares. The new investors hold 250,000 of 1,250,000 shares, or 20%. A founder who held 50% now holds 40%.
Pre-money and post-money: the difference that moves the price
| Term | Meaning | In the example |
|---|---|---|
| Pre-money valuation | Value of the company before the money comes in | €4,000,000 |
| Amount raised | What the new investors put in | €1,000,000 |
| Post-money valuation | Pre-money plus the amount raised | €5,000,000 |
| Investor stake | Amount raised divided by post-money | 20% |
Mixing the two up moves the investor stake by several points. For €1,000,000 raised, an offer "at 5 million" gives investors 20% if the figure is post-money, and 16.67% if it is pre-money.
How a BSPCE pool affects your percentage
BSPCE are the French employee warrants: non-transferable warrants that French joint-stock companies can grant to their employees and officers, giving the right to subscribe for shares at a price set on the day of the grant (article 163 bis G of the French Tax Code).
Until the warrants are exercised, they dilute nobody. Investors still reason on a fully diluted basis, as if every warrant were exercised.
What matters to founders is when the pool is created:
- Pool created before the round. It counts as existing shares. The price per share falls, and the dilution from the pool falls on the existing shareholders alone.
- Pool created after the round. It dilutes everyone, new investors included.
In the worked example below, shareholder A holds 34.18% if the 10% pool is created after the round, and 32.97% if it is created before. The simulator offers both options: compare them before you negotiate.
BSA AIR conversion
A BSA AIR is the French counterpart of a SAFE: a share warrant whose exercise price is not known when the money is invested. Like any share warrant, it is a security giving access to share capital, which French joint-stock companies may issue (article L. 228-91 of the French Commercial Code). The investor pays now; the number of shares is set later, usually at the next funding round.
Two terms of the agreement set the conversion price:
- The discount. The investor converts below the round price, for example 20% lower.
- The valuation cap. If the round is priced above the cap, the investor converts as if the company were worth the cap.
The investor gets the lower of the two prices. Some agreements add a floor, which protects founders the other way.
Agreements do not all calculate conversion the same way. In one reading, the round price is set on existing shares and the BSA AIR convert alongside the round. In the other, the term sheet counts the BSA AIR shares in the pre-money valuation: the price falls and the conversion falls on existing shareholders alone. The simulator offers both assumptions; check your issue agreement to see which applies.
Full worked example
| Row | Shares after | Percentage after |
|---|---|---|
| Shareholder A | 500,000 | 34.18% |
| Shareholder B | 400,000 | 27.34% |
| Shareholder C | 100,000 | 6.84% |
| New investors | 250,000 | 17.09% |
| BSA AIR holder | 66,666 | 4.56% |
| BSPCE pool | 146,296 | 10.00% |
| Total | 1,462,962 | 100% |
Assumptions: three shareholders hold 500,000, 400,000 and 100,000 shares. The company raises €1,000,000 at a €4,000,000 pre-money valuation. The €200,000 BSA AIR has a 20% discount and a €3,000,000 cap. These figures are a worked example, not a real case.
The BSA AIR converts at €3.00 per share rather than €3.20, because the cap beats the discount. Shareholder A goes from 50% to 34.18%.
What a cap table should contain
- Each shareholder, with their number of shares and, where there are several, the class of their shares.
- Warrants and other securities giving access to capital: granted and ungranted BSPCE, share warrants, BSA AIR and convertible bonds, with their number and exercise terms.
- Two percentage columns: on existing capital and on a fully diluted basis.
- The history of transactions: every issue, transfer or exercise, with its date and price.
Update it after every transaction, and check that it matches the company's share transfer register before sending it to an investor.
What the simulator does not calculate
A percentage does not tell the whole story. Three clauses change how the price is shared on a sale and do not show in a cap table:
- Liquidation preference. Some investors are paid back before the other shareholders.
- Anti-dilution protection. An investor’s stake is adjusted if a later round is priced lower.
- Vesting. A founder or employee who leaves early can lose part of their shares or warrants.
These clauses sit in the shareholders' agreement and the issue agreements. They are negotiated together with the valuation.
The simulator does not deal with the taxation of BSPCE or of capital gains on a sale: those questions call for tax advice.
