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Waterfall Analysis - 1X Liquidation Preference

The document summarizes the capitalization table and liquidation waterfall analysis for a startup company that has raised $1 million in a seed round at a $5 million post-money valuation and has completed Series A, B, and C rounds of financing. It shows the founders, investors, and management team's shareholdings and payouts under different exit scenarios ranging from $5 million to $90 million. The Series C investors would receive their full $21 million preference before any other shareholders receive payouts.

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Monish Kartheek
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0% found this document useful (0 votes)
239 views9 pages

Waterfall Analysis - 1X Liquidation Preference

The document summarizes the capitalization table and liquidation waterfall analysis for a startup company that has raised $1 million in a seed round at a $5 million post-money valuation and has completed Series A, B, and C rounds of financing. It shows the founders, investors, and management team's shareholdings and payouts under different exit scenarios ranging from $5 million to $90 million. The Series C investors would receive their full $21 million preference before any other shareholders receive payouts.

Uploaded by

Monish Kartheek
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as XLSX, PDF, TXT or read online on Scribd
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Fake Startup Cap Table & See liquidation

Waterfall Analysis Inputs are in red analysis in tab 2


by @mhdempsey

Post Money Valuation $5,000,000

Common Shares Seed (cost) Seed (shares)


Share Price: $2.00

Founders:
Jack 1,000,000
Jill 1,000,000

Investors:
Seed VC $ 1,000,000 500,000
AVC
BVC
CVC

Management:
CEO
Other Senior Mgmt
Other Employees
Unissued Options

Totals 2,000,000 500,000

Equity Stake in Round 20.00%


Round Size $ 1,000,000
$25,000,000 $55,750,000.00

Series A (cost) Series A (shares) Series B (cost) Series B (shares) Series C (cost)
$8.00 $14.00

$750,000 93,750 $600,000 42,857 $1,050,000


$4,250,000 531,250 $3,000,000 214,286 $3,150,000
$8,400,000 600,000 $4,200,000
$12,600,000

$5,000,000 625,000 $12,000,000 857,143 $21,000,000

20.00% 21.52%
$ 5,000,000 $ 12,000,000 $ 21,000,000
$112,589,285.71

Series C (shares) Options Total Cost Total Shares Ownership


$23.00 (fully diluted)

1,000,000 16.96%
1,000,000 16.96%

45,652 $3,400,000 682,259 11.57%


136,957 $10,400,000 882,492 14.97%
182,609 $12,600,000 782,609 13.28%
547,826 $12,600,000 547,826 9.29%

250,000 250,000 4.24%


250,000 250,000 4.24%
250,000 250,000 4.24%
250,000 250,000 4.24%

913,043 1,000,000 $39,000,000 5,895,186 100%

18.65%
Fake Startup Inputs are in red
Waterfall Analysis
by @mhdempsey

Shareholdings: Shares Share Price Cost


Series C 913,043 $23.00 $21,000,000
Series B 857,143 $14.00 $12,000,000
Series A 625,000 $8.00 $5,000,000
Seed 500,000 $2.00 $1,000,000
Common Stock 2,000,000
Options 1,000,000
Totals 5,895,186

Sale Price $5,000,000 $10,000,000 $15,000,000


sale price per fully diluted share $0.85 $1.70 $2.54

Series C Liquidation Preference $21,000,000 $21,000,000 $21,000,000


Residual for others $0 $0 $0
Shares left after Srs C Liquidation 4,982,143 4,982,143 4,982,143
Residual/share $0.00 $0.00 $0.00

Series B Liquidation Preference $0 $0 $0


Residual for others $0 $0 $0
Shares left after Srs B Liquidation 4,982,143 4,982,143 4,982,143
Residual/share $0.00 $0.00 $0.00

Series A Liquidation Preference $0 $0 $0


Residual for others $0 $0 $0
Shares left after Srs A Liquidation 4,982,143 4,982,143 4,982,143
Residual/share $0.00 $0.00 $0.00

Seed Liquidation Preference $0 $0 $0


Residual for others $0 $0 $0
Shares left after Seed Liquidation 4,982,143 4,982,143 4,982,143
Residual/share $0.00 $0.00 $0.00

Common & Options $0 $0 $0

Proceeds by Round
Series C $5,000,000 $10,000,000 $15,000,000
Series B $0 $0 $0
Series A $0 $0 $0
Seed $0 $0 $0
Common Stock $0 $0 $0
Options $0 $0 $0
Totals $5,000,000 $10,000,000 $15,000,000

Proceeds Per Shareholder:


Founders:
Jack $0 $0 $0
Jill $0 $0 $0

Investors:
Seed VC $250,000 $500,000 $750,000
AVC $750,000 $1,500,000 $2,250,000
BVC $1,000,000 $2,000,000 $3,000,000
CVC $3,000,000 $6,000,000 $9,000,000

Management:
CEO $0 $0 $0
Other Senior Mgmt $0 $0 $0
Other Employees $0 $0 $0
Unissued Options (assuming they
are issued) $0 $0 $0

Totals $5,000,000 $10,000,000 $15,000,000


Liquidation
Preference (1x) % Ownership
$21,000,000 15.49%
$12,000,000 14.54%
$5,000,000 10.60%
$1,000,000 8.48%
33.93%
16.96%
100.00%

$20,000,000 $30,000,000 $40,000,000 $50,000,000 $90,000,000


$3.39 $5.09 $6.79 $8.48 $15.27

$21,000,000 $21,000,000 $21,000,000 $21,000,000 $21,000,000


$0 $9,000,000 $19,000,000 $29,000,000 $69,000,000
4,982,143 4,982,143 4,982,143 4,982,143 4,982,143
$0.00 $1.81 $3.81 $5.82 $13.85

$0 $12,000,000 $12,000,000 $12,000,000 $0


$0 $0 $7,000,000 $17,000,000 $69,000,000
4,982,143 4,125,000 4,125,000 4,125,000 4,982,143
$0.00 $0.00 $1.70 $4.12 $13.85

$0 $0 $5,000,000 $0 $0
$0 $0 $2,000,000 $17,000,000 $69,000,000
4,982,143 4,125,000 3,500,000 4,125,000 4,982,143
$0.00 $0.00 $0.57 $4.12 $13.85

$0 $0 $0 $0 $0
$0 $0 $2,000,000 $17,000,000 $69,000,000
4,982,143 4,125,000 3,500,000 4,125,000 4,982,143
$0.00 $0.00 $0.57 $4.12 $13.85

$0 $0 $2,000,000 $17,000,000 $69,000,000

$20,000,000 $21,000,000 $21,000,000 $21,000,000 $21,000,000


$0 $9,000,000 $12,000,000 $12,000,000 $11,870,968
$0 $0 $5,000,000 $2,575,758 $8,655,914
$0 $0 $285,714 $2,060,606 $6,924,731
$0 $0 $1,142,857 $8,242,424 $27,698,925
$0 $0 $571,429 $4,121,212 $13,849,462
$20,000,000 $30,000,000 $40,000,000 $50,000,000 $90,000,000
$0 $0 $571,429 $4,121,212 $13,849,462
$0 $0 $571,429 $4,121,212 $13,849,462

$1,000,000 $1,500,000 $2,685,714 $4,096,970 $9,866,667


$3,000,000 $5,400,000 $10,400,000 $8,339,394 $13,475,269
$4,000,000 $10,500,000 $12,600,000 $12,600,000 $12,509,677
$12,000,000 $12,600,000 $12,600,000 $12,600,000 $12,600,000

$0 $0 $142,857 $1,030,303 $3,462,366


$0 $0 $142,857 $1,030,303 $3,462,366
$0 $0 $142,857 $1,030,303 $3,462,366

$0 $0 $142,857 $1,030,303 $3,462,366

$20,000,000 $30,000,000 $40,000,000 $50,000,000 $90,000,000


$100,000,000 $110,000,000 $145,000,000
$16.96 $18.66 $24.60

$21,000,000 $21,000,000 $0
$79,000,000 $89,000,000 $145,000,000
4,982,143 4,982,143 5,895,186
$15.86 $17.86 $24.60

$0 $0 $0
$79,000,000 $89,000,000 $145,000,000
4,982,143 4,982,143 5,895,186
$15.86 $17.86 $24.60

$0 $0 $0
$79,000,000 $89,000,000 $145,000,000
4,982,143 4,982,143 5,895,186
$15.86 $17.86 $24.60

$0 $0 $0
$79,000,000 $89,000,000 $145,000,000
4,982,143 4,982,143 5,895,186
$15.86 $17.86 $24.60

$79,000,000 $89,000,000 $145,000,000

$21,000,000 $21,000,000 $22,457,527


$13,591,398 $15,311,828 $21,082,576
$9,910,394 $11,164,875 $15,372,712
$7,928,315 $8,931,900 $12,298,169
$31,713,262 $35,727,599 $49,192,677
$15,856,631 $17,863,799 $24,596,339
$100,000,000 $110,000,000 $145,000,000
$15,856,631 $17,863,799 $24,596,339
$15,856,631 $17,863,799 $24,596,339

$11,144,444 $12,422,222 $16,781,081


$14,971,685 $16,468,100 $21,706,078
$13,713,978 $14,918,280 $19,249,309
$12,600,000 $12,600,000 $13,474,516

$3,964,158 $4,465,950 $6,149,085


$3,964,158 $4,465,950 $6,149,085
$3,964,158 $4,465,950 $6,149,085

$3,964,158 $4,465,950 $6,149,085

$100,000,000 $110,000,000 $145,000,000

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