Cap Table & Liquidation Preference
Waterfall Simulator
Precise modeling of equity dilution, liquidation preferences (1x / 2x / Participating), and exit payouts for founders, employees, and investors.
| Shareholder / Class | Shares | Ownership (%) | Invested Capital | Implied Value |
|---|---|---|---|---|
| Series B Preferred | 390,625 | 18.00% | €8,000,000 | €7,938,000 |
| Series A Preferred | 312,500 | 14.40% | €3,000,000 | €6,350,400 |
| Series Seed Preferred | 250,000 | 11.52% | €600,000 | €5,080,320 |
| Founders / Common Equity | 1,000,000 | 46.08% | €25,000 | €20,321,279 |
| ESOP / VSOP Pool | 217,014 | 10.00% | €0 | €4,410,002 |
| Total | 2,170,139 | 100.00% | €11,625,000 | €44,100,000 |
Exit Proceeds Distribution (Waterfall)
Effective payout following liquidation preference seniority and common conversion
| Class | Preference | Common Proceeds | Total Payout | Net Profit | MoIC |
|---|---|---|---|---|---|
| Series B Preferred | €8,000,000 | €0 | €8,000,000 | €0 | 1.00x |
| Series A Preferred | €0 | €6,339,512 | €6,339,512 | €3,339,512 | 2.11x |
| Series Seed Preferred | €0 | €5,071,609 | €5,071,609 | €4,471,609 | 8.45x |
| Founders / Common Equity | €0 | €20,286,438 | €20,286,438 | €20,261,438 | 811.46x |
| ESOP / VSOP Pool | €0 | €4,402,441 | €4,402,441 | €4,402,441 | ∞ |
| Total | €8,000,000 | €36,100,000 | €44,100,000 | €32,475,000 | - |
Institutional Methodology & NVCA Standards
Legal and financial mechanics of equity waterfalls
1x Non-Participating: Investors receive either capital back or pro-rata common proceeds (whichever is higher). Participating: Investors receive preference and also share pro-rata in common equity.
Later rounds (Series B) enjoy standard seniority priority over Series A and Seed. Remaining proceeds cascade downwards only after senior preference claims are satisfied.
Pre-money option pools dilute existing holders ahead of new rounds. SAFEs convert based on the more favorable metric between valuation cap and discount rate.
Planning a financing round or exit event?
Our M&A and venture capital specialists model your dilution scenarios, ESOP pools, and term sheet covenants.
Cross references