Valuation and dilution
Pre-money, post-money and the share the new money costs. We run the dilution for every shareholder before a number reaches the term sheet.
- ›Separate pre- and post-money
- ›Cap table before and after
- ›Factor in the option pool
Corporate Finance
Capital increases
Fresh equity for growth, acquisitions or a stronger balance sheet — structured properly before the first investor is approached.
A capital increase rarely fails on money and often on preparation. Without a defensible plan, clarity on valuation and an aligned shareholder base, you lose time and negotiate from a weaker position.
We settle the internal side first: who participates, who does not want to be diluted, which subscription rights exist, what the articles say. Only then do we move to valuation and outreach — existing shareholders, family offices, sponsors or strategic partners.
Cash increase, contribution in kind or a convertible bridge: the structure follows the capital need and the timeline, not the textbook.
Makes sense when
- growth or acquisitions require equity
- the equity ratio is too thin for more debt
- shareholders want to participate differently
- a later financing round is being prepared
Key facts
- Volume
- from €2m
- Timeline
- 2–5 months
- Forms
- Cash, in kind, convertible
- Investors
- Existing, family offices, PE
Building blocks
What is actually negotiated
Subscription rights
Existing shareholders usually hold subscription rights. Excluding them needs a reason and the right majority — and regularly causes conflict when communicated late.
- ›Check articles and resolutions
- ›Respect deadlines
- ›Align communication early
Convertible as a bridge
When valuation is contested or time is short, a convertible bridges to the next round. Discount, cap and coupon decide how expensive that bridge becomes.
- ›Discount and valuation cap
- ›Define conversion events
- ›Set a realistic maturity
Contribution in kind
Contributing property, stakes or receivables instead of cash. Requires a valuation opinion and careful tax preparation — otherwise the structure becomes the risk.
- ›Valuation evidence
- ›Tax review upfront
- ›Plan the registry filing
Process
From plan to registration
- Schritt 01
Capital need
What exactly the money is for, over what period, and what happens without it.
- Schritt 02
Shareholder alignment
Who participates and who does not. No external process starts before this.
- Schritt 03
Valuation and materials
Plan, equity story, cap table and dilution model.
- Schritt 04
Outreach
A short, targeted list rather than a mass mailing — existing shareholders first.
- Schritt 05
Term sheet
Valuation, rights, milestones and transfer provisions negotiated as one package.
- Schritt 06
Resolution and filing
Shareholder resolution, subscription, payment, commercial register.
From live mandates
Two common pitfalls
The valuation is named too early
Put a number on the table before the plan is finished and you will only negotiate downwards afterwards. Numbers first, valuation second.
The cap table is messy
Old option promises, convertibles and verbal side agreements surface in due diligence at the latest. We clean that up beforehand.
Questions
Frequently asked questions
Prepare your capital increase
We review structure, valuation and investor circle — and tell you early whether the round works at the size you plan.