Cohort 12

Hybrid masterclass for founders, investors, and lawyers to learn the structures and math for building cap tables and exit waterfalls.

Taylor Davidson

Founder and Managing Director, Foresight

Cap Table and Exit Waterfall Masterclass

Venture For America

Laconia

Village Global

Real Ventures

VC Lab

Today more than ever, it's important to know how fundraising structures impact ownership and dilution as valuations change, but the terminology and structures can often be confusing and opaque even to people experienced in finance. Even if you are working with experienced investors, lawyers, and founders, knowing the fundamentals of how venture financing structures work can save you from costly misunderstandings and errors. I've helped over 35,000 founders, venture capitalists, and lawyers from around the world with tools and classes to understand how equity, convertible notes, SAFEs, and tokens impact their cap tables, dilution, and ownership. This six session workshop provides a comprehensive education on equity fundraises, convertible financing instruments (e.g. convertible notes and SAFEs), options, warrants, exit waterfalls. This is a hybrid course, with options on how you want to participate in the course: - Self-paced with the pre-recorded videos of each session along with the bite-sized projects that accompany each session. All materials are immediately available so you can start learning today.- Live sessions with Taylor and the rest of the cohort for going over the material, Q&amp;A, and exercises to dive deeper into that week's material.- Or do both! Regardless of how you choose to participate, you'll leave the sessions with access to a spreadsheet resource library covering numerous examples of cap table calculations, slides and videos for you to review whenever you need, and a solid understanding of the fundamentals. No advanced preparation is required, basic knowledge of venture capital is recommended.

Master cap tables and exit waterfalls

Venture Capital analysts and associates, lawyers and accountants looking to learn how to build cap table models

Founders, CFOs, Controllers, VPs of Finance, and finance executives raising capital who are creating and managing cap tables

Anyone looking to get into venture capital or startups and understand how cap tables work.

Who this course is for

Learn how to read, understand, and create cap tables and exit waterfalls

Understand the math and structures necessary to create fundraising rounds, convert notes and SAFEs, calculate proratas, and more.

Build a cap table from scratch

Understand the terminologies and math involved in showing how proceeds from an exit are distributed to the owners of a business, and be able to build your own.

Build an exit waterfall from scratch

Be able to take a list of shareholders, rounds, share prices, and more from any cap table management software and create your own custom scenario analyses around future fundraising rounds or exits.

Create scenario analyses around fundraising events

Understand how to calculate dilution and ownership over time to understand the impact of different fundraising structures (equity, notes, SAFEs). We will cover the common legal structures used in fundraising and how to understand the terms and the math they imply.

Understand how fundraising rounds impact cap tables

We'll dive into details on the terminologies and structure of capitalization tables, including how to calculate share prices, use valuations, model equity fundraising rounds, issue new shares to investors, and calculate ownership percentages.

How to model equity fundraises

We will cover how to issue convertible securities (SAFEs, convertible notes, and warrants), and how to convert them into shares, calculating share prices, valuations, and ownership percentages.

How to model convertibles (SAFEs and convertible notes)

We will cover how to model option pools, from creating, refreshing, and tracking the issuance of options through rounds.

How to model option pools

We will learn how to create an exit waterfall to model the distribution of proceeds to shareholders, detailing how to handle liquidity preferences, converting preferred shares to common shares, and handle the flow of proceeds to multiple classes of shareholders.

How to model exit waterfalls

Continuing on from the first class on exit waterfalls, we'll dive into how to use the waterfall to understand investor returns across share classes, incentives around the terms and structures around liquidity distributions,&nbsp;and more advanced topics around waterfalls and investor return modeling.

How to model investor returns

The case study is optional, but a great opportunity to apply your learnings from the class. You can work on the case along with the classes, ask questions in the community, and we will cover it in the course wrap-up and Q&amp;A.

Case study

6 sessions + downloadable tools and instructional videos

Investment Senior Analyst, Alta Life Sciences

Corporate Strategy and Development, Picsart

See what people are saying

Meet your instructor

1 module per week with slides, spreadsheet, background readings. Watch the 1.5 hour recording of a class on the material, or join each module's live class for Q&amp;A and interaction.

Self-paced lessons

Practical exercises for you to apply what you learn in class. <a href="https://maven.com/p/0f7c03" rel="noopener noreferrer" target="_blank">Download an example of the exercises here</a>. The time commitment is manageable for busy professionals, with actionable takeaways to use in your business.

Bite-sized projects

Live session with Taylor and the rest of the cohort for going over the material, Q&amp;A, and exercises to dive deeper into that week's material. Tuesdays at 12 PM Eastern time

Live sessions

Course schedule

Example - How to model SAFEs

Example - Modeling Anti-Dilution for Cap Tables

Six live sessions conducted over Zoom plus downloadable example tools to help you create your own cap tables to edit and use during the course.

Active learning with hands-on tools

You’ll be learning with other venture capitalists, founders, and people looking to learn how to create and understand cap tables and waterfalls.

Learn with a cohort of peers

Join live or just watch the recordings, it's your choice on how you want to participate. Everyone learns differently, and the course is structured to allow you to learn how you learn best.

Learn how you learn best

I've taught over 50 in-person and virtual classes around financial modeling, and it's easy to follow someone else's work, hard to do it yourself. This course is packed with practice exercises and a case study so you can work on building your own models.

Build your own models

Learning together is more effective - and more fun

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