Funding readiness / PRACTICAL GUIDE

Understand dilution with a clearly limited example

Use a simple share-count example to understand changing ownership percentages while identifying the terms that basic dilution arithmetic cannot resolve.

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Contents of this guide
THE SHORT ANSWER

In a simplified share-count model, issuing new shares increases the total and reduces existing holders’ percentage ownership if their holdings stay unchanged. State the assumptions and calculate both before and after. The percentage alone does not establish valuation, control, economic rights, fairness or whether actual financing terms should be accepted.

01

Define a deliberately limited model

Start with one class of ordinary shares and a clear count of issued shares. Assume for this exercise that there are no options, convertible instruments, special rights or other changes occurring at the same time. These exclusions make the arithmetic easier to inspect. They also limit what it can explain, so write them beside the calculation rather than allowing a reader to assume they describe an actual company.

Ownership percentage in this model is a holder’s shares divided by the total shares counted. If the company issues additional shares and an existing holder buys none, that holder’s numerator stays the same while the denominator increases. This is the basic proportion being illustrated. A lower percentage does not by itself say whether the economic value of the holding has increased or decreased.

Keep a share-count exercise separate from a valuation exercise. A price per share, a proposed investment amount and pre- or post-money terminology introduce additional assumptions and actual deal terms. They are not required to understand the denominator change. Avoid adding a company value merely to make the example feel more realistic if the purpose is only to show how percentages work.

02

Calculate the before-and-after proportions

Write a small table of existing holdings and verify that their counts sum to the original total. Add the proposed new shares to obtain the new total, then recalculate each holder’s percentage using the same denominator. Include the new holder as a separate row. The resulting percentages should sum to the whole, allowing for rounding, and the share counts should remain visible beside them.

Check the meaning of the change before describing it. A movement from 60 percent to 48 percent is a reduction of 12 percentage points, not a reduction of 12 percent relative to the original holding percentage. Clear labels prevent confusion between a proportion, a percentage-point difference and the number of shares owned. Rounding should not create an impression that the underlying shares themselves have changed.

03

Identify the questions the simple calculation cannot answer

Actual ownership records may include different share classes, option pools, convertible securities, vesting or other rights and obligations. Terms can affect voting, distributions and outcomes in ways a single percentage does not capture. Have the current capitalisation table and proposed documents reviewed by qualified legal and financial advisers. This guide cannot interpret those instruments or establish which basis of ownership is appropriate for an actual transaction.

Use the simplified result as a prompt for questions: what is included in the denominator, which rights differ and what further changes are proposed? Preserve the assumptions with any shared example and label it educational. Do not use the percentage as advice about accepting terms, setting a valuation or predicting investor returns. Understanding the arithmetic is useful preparation for professional review, not a substitute for that review.

PUT IT IN CONTEXT

Fictional example: the share count stays, the denominator changes

A fictional scenario to explain the method, not a customer result or a market benchmark.

Imagine a fictional company with 1,000 ordinary shares: one founder holds 600 and another holds 400. Their ownership proportions are 60 percent and 40 percent. In this deliberately simplified exercise, the company issues 250 new ordinary shares to a new holder, and neither founder acquires additional shares. The new total is 1,250.

The founders now hold 600 divided by 1,250, or 48 percent, and 400 divided by 1,250, or 32 percent. The new holder has 20 percent. The original share counts have not changed, and no company valuation or financial outcome is assumed. This example excludes options, conversion terms, preferential rights, fees and other real-world details; it illustrates proportion arithmetic only and offers no recommendation about an actual financing decision.

TAKE THIS INTO YOUR NEXT CONVERSATION

A practical next-step checklist.

  • State the share classes and excluded instruments.
  • Check that the original share counts reconcile.
  • Use the new total consistently for every holder.
  • Separate arithmetic from rights, value and suitability.

Common questions.

Does a smaller ownership percentage mean fewer shares?

Not in this simplified example. Existing share counts remain unchanged while the total increases. Other transactions can work differently and need their own explanation.

Can ownership percentage establish control?

No. Voting rights, agreements and governance terms can matter. Qualified advisers should interpret the actual documents rather than infer control from a simplified percentage.

Further reading & source context.

These primary references provide background. They are not evidence for the fictional example above and do not endorse AccelerateLink.

Found an error or a missing qualification? Send an editorial correction.

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