Raise money

How much dilution should I expect across seed and Series A?

The short answer

Plan for roughly 10-20% dilution per priced round plus the option pool, and remember that stacked SAFEs at different caps all convert at once and can add up faster than you expect. Keep a running cap table model so you see your ownership after the next two rounds, not just today. Dilution you didn't model is how founders wake up owning single digits.

Go deeper, your way

3 hand-picked resources, 3 link-checked. Pick how you want to dig in.

📖 Book
✓ Link checked Paid Advanced

Why we picked it The definitive book on how VC deals really work, written by two Foundry Group VCs. It demystifies the term sheet term-by-term so you negotiate from knowledge, not fear.

Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist

From Wiley by Brad Feld & Jason Mendelson book (~300 pages)

  • Term sheets divide into economics and control; the dangerous clauses often live in control, not the headline valuation
  • Understand liquidation preferences, option pools, and protective provisions before you sign anything
  • Know the VC's incentives and fund structure so you can predict how they'll behave
Open venturedeals.com
📄 Article
✓ Link checked Free Intermediate

Why we picked it YC's fundraising library collects the canonical explainers on how SAFEs convert, how caps and discounts work, and how they dilute you. The most trustworthy free explanation of the instrument almost every seed round uses.

A Guide to SAFEs, Caps, and Discounts (Startup Library)

From Y Combinator Startup Library by Kirsty Nathoo / Y Combinator varies

  • A valuation cap sets the max conversion price; a discount gives a percentage off the next round
  • Stacked SAFEs at different caps all convert together and can add up to serious dilution
  • Model the conversion before agreeing terms, not after
Open ycombinator.com
🛠️ Tool
✓ Link checked Free Intermediate

Why we picked it The primary source for the SAFE itself, plus YC's plain-English primer explaining post-money mechanics. Use the official document, not a random copy, and read the primer before you sign.

YC Safe Financing Documents (Official Post-Money SAFE)

From Y Combinator by Y Combinator templates + primer

  • Post-money SAFE lets you calculate investor ownership precisely and immediately
  • Five standard variants (cap, discount, MFN, etc.) plus an optional pro-rata side letter
  • It's a starting point usable in most situations without modification
Open ycombinator.com

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