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Built for Venture GPs

Model every exit scenario
before the term sheet

Cap table mechanics, exit waterfalls, ownership dilution, and fund-level MOIC — modeled accurately across every scenario your partnership will face.

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capstack.space · Exit Waterfall · Base Case ($100M)
Waterfall — Base Case ($100M Exit)
Exit Waterfall
Sequential allocation across the full exit price range. Kink points mark preferred conversion thresholds.
At a $100M exit, $97.00M reaches equity after fees and debt. Preferred claims $8.50M in liquidation preferences. Common stockholders receive $49.19M (51%) of net equity proceeds.
Gross Exit
$100M
To Equity
$97.00M
Day 1 Dist.
$87.30M
Fund MOIC
10.5x
Downside Base Case Upside Common Preferred Options
How it works

From cap table to conviction
in minutes

Four inputs. One model. Complete visibility into every scenario your investment can produce.

01 — Inputs
Set Your Assumptions
47 configurable assumptions across 6 domains — share count conventions, preferred stock terms, convertible treatment, exit mechanics, fund-level parameters, and governance. Defaults match institutional standard.
02 — Structure
Build the Cap Table
Add founders, option pools, preferred investors, SAFEs, and convertible notes. Configure liquidation preferences, seniority, participation caps, and anti-dilution at the holder level.
03 — Scenarios
Define Exit Scenarios
Model Downside, Base Case, Upside, and Fund Returner outcomes. Set global parameters — transaction fees, escrow holdback, debt obligations, and retention pools.
04 — Outputs
Run the Model
One click produces the full exit waterfall curve, ownership dilution table, fund MOIC across scenarios, and plain-English BLUF summaries ready to drop into your IC memo.
Capabilities

Everything your partnership needs
to make the call

Exit Waterfall Engine
Seniority-stacked liquidation preferences with participating and non-participating preferred. Kink points identify conversion breakevens. Full curve across any exit range.
Core output
Ownership Decay
Track investor dilution through each financing round. Pro-rata toggle shows the cost of not following on. Initial vs. current ownership at every stage.
Dilution model
Fund MOIC Analysis
Gross and net MOIC across every exit scenario. Carry computation with preferred return waterfall and GP/LP split. DPI proxy at each scenario.
Fund economics
Fully Diluted Cap Table
Ownership percentages computed from share counts — never stored as static values. Treasury method option dilution, vesting schedules, and seniority layers all accounted for.
Live calculations
VC Glossary — 127 Terms
Plain-English definitions with technical depth for practitioners. Searchable and filterable by category. Accretion, MOIC, pari passu, ratchet, and 120+ more.
Reference
Private by Design
No account, no server, no tracking. Your deal data is saved locally in your browser via localStorage. Export to JSON for backup. Import to restore on any device.
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