Cap table questions, answered.

The pool takes 1,000,000 shares (10%), leaving 9,000,000 for the founders. Split equally, each founder gets 3,000,000 shares — 30% each, 90% total. Lovie's cap table recalculates this automatically the moment you grant an option, instead of needing a new spreadsheet version.

Authorized is the maximum your charter allows the company to issue. Issued is what's actually been granted today. Fully diluted adds every option, warrant, and convertible security as if exercised or converted — the number investors actually care about.

Whichever tab was edited most recently — which is exactly the problem. Spreadsheets have no single source of truth once more than one person can edit them. Lovie keeps one live cap table everyone reads from, so there's nothing to reconcile after the fact.

Stakeholder names, security type (common, preferred, options), share count per holder, issue dates, and total authorized vs. issued shares. Missing issue dates is the most common gap — and the one that causes problems at your first priced round.

Every time equity moves — a new hire's grant, an advisor SAFE, an exercised option, a closed round — not on a quarterly schedule. A cap table updated in batches is, by definition, wrong for part of every quarter. Lovie updates the moment you record the event.

Yes — a SAFE should sit on the cap table as its own security type, showing its cap and discount, well before it converts. Lovie tracks unconverted SAFEs alongside issued shares so your fully diluted view already reflects them.

The operating company still needs its own complete cap table; the holding entity's ownership of that operating company is simply the first row on it. Keep the two entities' cap tables separate rather than merging them into one document, since each has its own authorized shares and stakeholders.

At $8M pre-money ($10M post), the round takes 20%, leaving you near 64%. At $12M pre-money ($14M post), it takes about 14.3%, leaving you near 68.6%. Lovie's scenario view models both against your real cap table instead of a back-of-envelope guess.

The seed ($7.5M post) takes 20%, leaving you at 80%. The Series A ($25M post) takes another 20% of the whole cap table, leaving you near 64% overall. Lovie recalculates this the moment you add the second round instead of rebuilding the model from scratch.

A pre-round refresh dilutes existing shareholders — including you — before the new investor's stake is calculated, so you absorb both the refresh and the round. Skip the refresh and you only absorb the round itself, though the pool then has less room for future hires.

Pre-money is what the company is worth before new investment; post-money is pre-money plus the new money. The investor's ownership is investment divided by post-money — so a higher pre-money for the same check size always means less dilution for existing holders.

The new investor takes about 16.7% of the $12M post-money round, so existing shareholders collectively go from owning 100% of the old $15M valuation to about 83.3% of the new $12M one. Down rounds also often trigger anti-dilution provisions on earlier preferred stock, which compounds this further.

The $5M-cap SAFE, because it converts at the lower of its cap or the round price — effectively buying in at a lower valuation than the $8M-cap SAFE. The same dollar amount always buys more ownership at the lower cap.

A $20M post-money valuation — meaning a $17M pre-money — keeps a $3M raise at exactly 15% dilution. Raising the same $3M at any lower valuation means giving up more than 15%, not less.

Model each structure's post-round ownership percentage, then multiply by the exit value net of any liquidation preferences — a lower ownership percentage on a clean preferred stack can still beat a higher one burdened by participating preferred. Lovie lets you flip between raise structures and see the exit math update for each instantly.

Treat the bridge SAFE as another capped or discounted instrument stacking on top of your existing ones, then run the full conversion at whatever valuation the eventual priced round sets — a bridge doesn't remove a dilution step, it just delays and often compounds it. Lovie converts every outstanding SAFE together against the actual round terms when that day comes.

All three convert at their own caps rather than the round price, since every cap is below the $10M round valuation. That means the earlier, lower-cap SAFEs get proportionally more shares per dollar than the later, higher-cap ones — exactly why cap size matters more than check size here.

A valuation cap sets the maximum valuation at which a SAFE converts to equity, protecting the investor from paying a later, higher price for the same early risk. Earlier investors take on more risk with less traction to point to, so a lower cap is the standard trade for going in first.

A discount gives the investor a percentage off the round's actual share price; a cap sets a maximum valuation regardless of the round price. Most SAFEs carry both, and the investor gets whichever is more favorable — the cap if the round prices high, the discount if it prices low.

At $4M — the lower of the cap and the actual round price, since the cap is only ever a ceiling, not a floor. When a round prices below the cap, SAFE holders simply convert alongside the new money at the round's own price.

It lets an earlier SAFE holder swap into the terms of any later, more favorable SAFE you issue — protection against being undercut by a better deal you give the next investor. It matters most when a SAFE round closes in stages over several months, not all at once.

There's no hard limit, but every additional cap-and-discount combination adds a branch to the conversion math, and by five or six SAFEs most founders can't reliably do it manually anymore. Lovie converts every outstanding SAFE against your actual round terms at once, so stack size stops being the bottleneck.

Most SAFE templates include a change-of-control clause that pays holders either their investment back — often at a multiple — or converts them to equity immediately before the deal closes, depending on that specific SAFE's terms. It's exactly the clause worth rereading before signing a term sheet, not after.

A pre-money SAFE gives the investor a smaller final ownership percentage than a post-money SAFE at the identical cap and check size, since post-money SAFEs calculate the investor's share after the new money is already added to the cap. Post-money is still the market standard today mainly because it's easier to stack multiple SAFEs without losing track of total dilution.

About 6.75% of fully diluted equity — 3.75% for the five engineers plus 3% for the two senior hires. Most seed-stage pools run 10-15%, so this plan fits comfortably with room left for a few more grants.

Seed-stage pools typically run 10-15% of fully diluted shares; Series A rounds often ask for a 'pool refresh' back up to a similar range once early hires have used part of it. The right number depends on your 12-18 month hiring plan, not a fixed industry rule.

It must sit at or above your most recent 409A valuation's fair market value per share to stay compliant — granting below it creates a taxable discount for the employee and risks Section 409A penalties for both sides. Lovie flags a grant automatically if your 409A has expired before you can price it wrong.

4 percentage points of fully diluted equity. Once that's committed, further grants either need a board-approved pool increase or start diluting existing shareholders directly instead of drawing from the reserved pool.

An ISO is only available to W-2 employees and can qualify for favorable long-term capital gains treatment if holding-period rules are met. An NSO is available to anyone — including advisors and contractors — but taxes the exercise spread as ordinary income immediately.

Typical grants for that level of involvement run 0.1-0.5% of fully diluted equity, vesting over the advisory term rather than the standard 4-year employee schedule. The right number scales with how directly the advisor's specific expertise moves the business, not hours logged.

18,000 of the 48,000. The 1-year cliff releases 12,000 shares (25%) all at once at month 12, then 1,000 more vest each month after that — 6 more months by month 18 adds another 6,000.

Single-trigger accelerates unvested equity on the acquisition alone. Double-trigger requires both the acquisition and a qualifying termination — or role downgrade — afterward. Double-trigger is far more common because it protects the acquirer from over-accelerating equity for employees they intend to keep.

No — under a standard 1-year cliff, nothing vests until the cliff date, so a layoff before that date typically means the departing employee keeps 0% of the unvested grant. The cliff date matters more than total grant size in year one.

Yes — the board can approve discretionary acceleration for a departing employee, though it's uncommon outside a negotiated exit and typically requires a formal board resolution amending the original grant agreement.

Stock options vest the right to buy shares at a fixed strike price, with no tax event until you exercise. RSUs deliver the actual shares — or cash equivalent — the moment they vest, which is also the moment they're taxed as ordinary income, often with shares withheld automatically to cover it.

Most later co-founders vest on the same 4-year schedule as a new hire, sometimes with a shortened cliff reflecting the head start, while the original founder's shares are often re-vested on a matching schedule to keep incentives aligned. The right split follows contribution going forward, not time already invested.

Series A takes $8M either way here — its 1x preference and its 20% pro-rata share are equal at this exit size. The remaining $32M goes to the founders' common stock. A non-participating investor always takes the larger of the two figures, never both.

Participating preferred gets its investment back first, then also shares in the remaining proceeds pro-rata alongside common — effectively double-dipping compared to non-participating preferred, which has to choose one or the other. It's one of the more founder-unfriendly terms to negotiate on a term sheet.

Preferred investors are paid out first, in order of seniority per the liquidation preference stack, before common shareholders see anything — meaning founders and employees holding common (including vested options) can receive $0 if the exit doesn't clear the full preference stack.

Only vested, exercised shares participate in the payout as common stock. Unvested and unexercised options are typically cancelled or cashed out at the spread — exit price minus strike price — rather than treated as full common shares.

Standard 'last money in, first money out' ordering pays Series C its preference first, then Series B, then Series A, before any remainder reaches common — the reverse of the order they were raised in. This is exactly where waterfall math starts to go wrong without a tool built for stacked preference.

No — granting below the 409A-determined fair market value creates a taxable discount for the employee and risks Section 409A penalties, including immediate taxation and a 20% additional tax. The strike price needs to sit at or above $2.00, not below it.

Up to 12 months — less if a material event happens first. A new priced round, a significant pivot, or a major shift in revenue or headcount all reset the clock immediately, regardless of how recently you got the last one.

Fully diluted, showing every security type with strike prices and notes on any anti-dilution or participation terms — typically in Excel so their team can manipulate it directly. A basic, issued-only cap table will almost always prompt a follow-up request anyway.

Unusually large or undocumented advisor grants, missing vesting schedules on founder shares, SAFEs with inconsistent or undisclosed caps, and any gap between the fully diluted count on the cap table versus what's stated in the pitch deck — those are the flags that slow a deal down fastest.

An AI-native cap table platform built for founders who want ownership, dilution, and scenario modeling to stay live automatically instead of being rebuilt by hand every time something changes. It works alongside your AI assistant through 45 MCP tools, so you can ask a question in plain language instead of opening a spreadsheet.

Carta and Pulley are built for companies that already have a cap table set up. Lovie is built to go from company formation straight through to an ongoing, AI-connected cap table in one place, without the enterprise-style pricing that assumes you're already at scale.

It's free during early access, with no card required to start. Pricing for general availability hasn't been announced — we'll share it before anyone is ever charged.

You control who sees what. By default, only you have access; you grant scoped visibility to investors, lawyers, or team members instead of forwarding a spreadsheet that becomes an uncontrolled copy the moment it's emailed.

Yes — upload it as a PDF or XLSX and Lovie's AI extracts stakeholders, SAFEs, and rounds automatically. Nothing is written to your live cap table until you've reviewed and confirmed the import yourself.

Signing and document storage is coming soon. Once it lands, you'll generate a SAFE from your round terms, send it for signature, and let automatic reminders chase it, with everything stored and retrievable against the stakeholder.

MCP (Model Context Protocol) lets AI assistants like Claude, ChatGPT, Cursor, and Manus query your cap table directly in plain language. The connection is OAuth-secured and read-scoped by default, so an assistant can answer questions about your ownership without changing anything unless you explicitly allow it.

Cap table is one product in the broader Lovie suite, which also includes company formation — so a founder can go from incorporating to a live, connected cap table without switching vendors or re-entering the same data twice.

Founders setting up their first cap table who don't want to learn spreadsheet mechanics to get it right, and founders further along who are tired of paying enterprise prices for a tool that assumes they already have a finance team.

It's a web app you can open from any browser, including on mobile — there's no separate native app today. Most cap table work (modeling a round, reviewing an import) is still easier on a larger screen, but checking your current ownership works fine from a phone.

Use the early access signup on the homepage, and note your question — the team reads every message during early access and answers directly, since the founder base is still small enough that support isn't a ticket queue yet.