IPO · 2026-10-03
Cap Table Calculator: Model Your Ownership After Each Funding Round
Most founders do not lose control of their company in a single round. They lose track of it. The share count on the cap table you were shown at the last round is not the share count that will be on the cap table when you sign the next term sheet.
A cap table calculator is simply a model that keeps every round of issuance in one place and shows you two answers after each financing: what percentage each holder owns on issued shares, and what percentage each holder owns once options, warrants and convertible instruments are counted. Getting those two views right is what lets you predict how a new round changes your own position before you sign it, not after.
This guide works through the mechanics row by row, using the Delaware statute that governs most pre-IPO companies and the Hong Kong listing rules that decide whether your final cap table is acceptable to the Exchange.
What a cap table records
New funding can lower your ownership percentage by issuing shares. Fully diluted ownership can also fall when the model adds rights to acquire shares. Keep the issued and scenario views separate.
| Row | Model treatment |
|---|---|
| Issued common stock | Record issued shares and include them in both views. |
| Preferred stock | Record the class, share count and conversion terms. Show basic and as-converted views. |
| Options / restricted stock units | Keep awards separate from issued stock. Add potential shares in the fully diluted view. |
| Warrants | Keep each instrument separate and show shares under a labeled exercise scenario. |
| Convertible instruments | Keep each instrument separate and show shares under a labeled conversion scenario. |
Basic ownership uses issued shares. Fully diluted ownership also includes potential shares. The same founder can hold the same issued shares and still show a lower fully diluted percentage.
How a financing round creates a new share row
Every new-round row must trace to a board decision, not a target percentage alone. Under 8 Del. C. § 152(a), directors determine the form and manner of consideration. They may set the issuance number, time and consideration through a board resolution.
If directors delegate issuance authority under 8 Del. C. § 152(b), the resolution must fix:
| Required limit | Cap-table treatment |
|---|---|
| Maximum number of shares | Sets the ceiling for the new row. |
| Time period | Defines the valid issuance window. |
| Minimum consideration | Sets the floor for the delegated issuance. |
Use the maximum as a ceiling. Record the shares actually issued, add them to the selected ownership denominator, and recalculate each holder’s percentage.
Why the model reaches a capacity limit
Under 8 Del. C. § 161, additional shares are limited to capital authorized by the certificate of incorporation that has not been issued, subscribed for or committed. Show authorized, used and remaining capacity in the model.
The limit applies to shares, not spreadsheet labels. If a proposed issuance exceeds the remaining capacity, amend the certificate of incorporation before further issuance.
Why the option pool belongs in fully diluted
Under 8 Del. C. § 157(a), rights and options can be issued separately from a sale of stock or other securities. Under 8 Del. C. § 157(b), the board resolution sets their issuance number, timing and consideration. The certificate of incorporation or board resolution states the acquisition terms and any duration limit.
Un-exercised options are not issued shares. However, they can become shares, so the fully diluted view must show their potential shares in a separate option-pool row. Apply the same table discipline to restricted stock units, warrants and convertible instruments. Show the instruments outstanding and the shares produced under a clearly labeled exercise or conversion scenario.
How to test Main Board Rule 8.08
Main Board Rule 8.08(1) sets three public-holding tests based on the expected market value of the class at listing:
| Expected market value at listing | Minimum public holding |
|---|---|
| Not exceeding HK$6,000,000,000 | 25% |
| Over HK$6,000,000,000 but not exceeding HK$30,000,000,000 | The higher of the percentage needed to give public securities an expected market value of HK$1,500,000,000, and 15% |
| Over HK$30,000,000,000 | The higher of the percentage needed to give public securities an expected market value of HK$4,500,000,000, and 10% |
For the value and percentage tests, Main Board Rule 8.08(1), Note 1 counts only securities in the class for which listing is sought that are in issue at listing, excluding treasury shares. Main Board Rule 8.08(3) also requires the three largest public shareholders to have no more than 50% beneficial ownership, in total, of securities in public hands.
Why issued shares and public float need separate columns
Main Board Rule 8.08A(1)–(2) requires the qualifying public portion to be in public hands and not subject to any disposal restriction. Main Board Rule 8.08A, Note 1 also excludes shares held by trustees for specified participants in awards or options under a share scheme, even if those shares are treated as being in public hands.
Keep total issued shares, excluding treasury shares, separate from qualifying public float. Test either path:
| Path | Requirement |
|---|---|
| Share-and-value path | Qualifying public shares represent at least 10% of the total issued shares in the class, excluding treasury shares, and have an expected market value at listing of not less than HK$50,000,000. |
| Value path | Qualifying public shares have an expected market value at listing of not less than HK$600,000,000. |
Five checks before modeling
- Board record: Match every funding row to the issuance record under 8 Del. C. § 152.
- Capacity: Keep authorized, issued, subscribed, committed and remaining shares visible under 8 Del. C. § 161.
- Dilution: Separate issued and fully diluted views. Include option-pool potential shares under 8 Del. C. § 157 and label other scenarios.
- Public holding: Apply the correct Main Board Rule 8.08 value band, exclude treasury shares and run the concentration check.
- Alternative float test: Exclude restricted and trustee-held incentive shares, then test the Main Board Rule 8.08A paths separately.
Sources
- 8 Del. C. § 152, Issuance of stock; lawful consideration; fully paid stock — Delaware Code Online, Delaware Legislature
- 8 Del. C. § 161, Issuance of additional stock; when and by whom — Delaware Code Online, Delaware Legislature
- 8 Del. C. § 157, Rights and options respecting stock — Delaware Code Online, Delaware Legislature
- Main Board Rule 8.08, Public float — HKEX Rulebook, Hong Kong Exchanges and Clearing Limited (version in force from 1 January 2026)
- Main Board Rule 8.08A, Public float — HKEX Rulebook, Hong Kong Exchanges and Clearing Limited (version in force from 1 January 2026)
- 17 CFR § 230.421, Presentation of information in prospectuses — eCFR, Office of the Federal Register