Start with what already exists
List issued shares, options, warrants, SAFEs, convertible notes and side letters. Reconcile the records with signed agreements and board approvals. Distinguish issued ownership from a fully diluted presentation, and explain which definition each percentage uses. Unissued pool shares can matter even though no employee owns them yet.
Understand the simple case
If a company raises $2 million at an $8 million pre-money valuation, the simple post-money value is $10 million and new investors own 20%. An existing holder with 80% before that round would have 64% afterward. That example assumes one straightforward priced round and no other capitalization changes.
Add the actual complications
Model conversion of each SAFE or note, accrued interest where applicable, option-pool increases and any warrants or equity-paid fees. Confirm whether the pool is calculated before or after new money. Different share classes may have different economic rights, so ownership percentages alone do not describe the proceeds in every exit.
Use scenarios before signing
Create lower, expected and higher valuation cases and compare the resulting ownership and economics. Have counsel or a qualified cap-table administrator check the model against the documents. After closing, update the official records rather than leaving an investor presentation spreadsheet as the only source of truth.
Put it into practice
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General education, not individualized investment, legal or tax advice. Rules, eligibility and product terms can change. Confirm the requirements for your company with qualified professionals.