Down Round & Anti-Dilution Simulator — VC Cap Table Google Sheet

Raising venture capital during a market contraction or cash crunch often forces a startup to accept a "down round"—pricing new equity at a lower valuation than its previous financing. When a down round occurs, existing institutional investors almost universally trigger contractual anti-dilution protections. Most founders do not realize that provisions like Broad-Based Weighted Average or Full Ratchet do not just dilute common shareholders; they actively reallocate ownership from founders to early investors via "penalty shares."

Most capitalization (cap) table templates fail during crisis financings. They rely on messy manual math, trigger broken circular reference errors when trying to solve pre-money employee option pool expansions, or are fragile legacy files clumsily uploaded to Google Drive.

The Down Round & Anti-Dilution Simulator solves this. Engineered specifically and strictly as a native Google Sheet, this tool functions like institutional venture capital software inside your browser:

• The Crisis Term Sheet Hub: Define your pre-round cap table and incoming crisis financing terms in one clean location (Founders, ESOP, Series A Shares, Original Share Price, New Round Investment Check, Quoted Pre-Money Valuation, Contractual Anti-Dilution Provision, and Target Post-Round Option Pool %).
  

• The Automated ESOP Shuffle Engine: Zero circular drag. The sheet dynamically solves the exact algebraic pre-money option pool expansion required to hit the new investor's target percentage. If expanding the pool would illegally shrink your existing allocated options, built-in floor logic safely locks the baseline count to protect the math.
  

• The Transparent Legal Ledger: Zero black-box math. Corporate counsel and board members can navigate to the audit tab to inspect the exact deterministic price adjustment formulas for both Broad-Based Weighted Average and Full Ratchet provisions side-by-side.
  

• The Pro-Forma Scorecard: Instantly compares Pre-Round versus Post-Round share volume and ownership percentages across all classes—outputting an exact, mathematically reconciled "Net Dilution Impact" ledger.
  

Because the calculation loops and algebraic engines are digitally locked, you literally cannot break the model. Stop entering high-stakes term sheet negotiations blind. Simulate your crisis financing scenarios, export a crisp, grid-free PDF report directly from the sheet, and defend your founder equity with 100% mathematical certainty.