Learn how to model convertible financing structures, options, and warrants
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 beginner to intermediate level comprehensive education on modeling 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 on Zoom with Taylor and the rest of the cohort for going over the material, Q&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.
Currently the course is open for registration for Cohort 13 from Apr 9 to May 14 with live sessions at 12 PM EST. Sign up for whichever offers the best schedule and time slot, but I'm always happy to switch you between cohorts; if you're only planning on taking the course self-paced it does not matter which cohort you sign up for, you have access to all materials immediately.
Learn how to read, understand, and create cap tables and exit waterfalls
The learning objectives for the course are tied to the practical skills required by venture capital lawyers, investors, and startup executives to forecast, understand, and manage capitalization table and liquidity distributions.
Build a cap table from scratch.
Understand the math and structures necessary to create fundraising rounds, convert notes and SAFEs, calculate proratas, antidilution, and more.Understand how fundraising rounds impact cap tables.
Understand how to calculate dilution and ownership over time to understand the impact of different fundraising structures (equity, notes, SAFEs). Understand how to calculate share counts and share prices for new equity rounds (up and down rounds) and conversions of convertible notes, premoney and postmoney SAFEs, and other convertible structures, through different conversion methods and including the impact of new and refreshed option pools during rounds of financing.Build an exit waterfall 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. Understand how preferred shares and liquidation preferences impact liquidity distributions, including various participation rights, conversion ratios, liquidation preferences, and seniority. Learn how to use that waterfall to model investor returns and assist with valuation decisions.Create scenario analyses around fundraising events.
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.Case Study
Apply what you've learned through a practical example of modeling a proforma cap table through multiple financing rounds and an exit. Students may submit their completed case studies through Maven's course portal for instructor review and comments.
Who this course is for
- 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 for the first time wanting to understand how raising money impacts their ownership
- Anyone looking to cut through the jargon and understand the practical aspects to modeling cap tables
Many companies offer an L&D or education budget that can cover the cost of this course. If you need help with a letter to submit for reimbursement, contact me. If you need an invoice, you can generate an invoice from your email purchase receipt and fill in the necessary information.
Six live sessions combining theory, math, and practical implications
Each of the six classes is conducted over Zoom, led by me and tied to the learning objectives and includes a lecture, optional reading, in-class discussion, spreadsheet examples, and practice exercises. Each class uses slides and a spreadsheet in-class to cover the material, and the practice exercises provide you the opportunity to apply what you've learned (and check your work with the included answer keys). Expectation is that each class is 1.5 hours in instruction and interation, and for practice exercises and spreadsheet review to take 0.5 hours per week.
How to model equity fundraises (up and down rounds).
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. We will also cover how to model proratas and antidilution.How to model convertibles.
We will cover how to issue convertible securities (SAFEs and convertible notes), and how to convert them into shares, calculating share prices, valuations, and ownership percentages.How to model options.
We will cover how to model option pools, from creating, refreshing, and tracking the issuance of options through rounds, and how they impact calculations of share prices and share counts for equity investorsHow to model exit waterfalls.
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 investor returns.
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, and more advanced topics around waterfalls and investor return modeling.Case Study.
This session reviews the case study, a practical example of modeling a proforma cap table through multiple financing rounds and an exit. 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&A.
Learn on your own terms
The Masterclass includes all of the material from Beginning Cap Tables, Intermediate Cap Tables, and Intermediate Exit Waterfalls in a hybrid format (join live or watch the recordings) as well as an additional practical case study section and access to an online community only for the masterclass participants. You can start with any section (prerequisites not required), register for additional sections, and upgrade to the Masterclass and apply what you've paid for the sections towards the cost of the Masterclass (which is discounted compared to registering for each class separately).
Not sure what level is right for you? Contact me and I'll help you figure out the best for your goals and objectives.
How the course is structured
No prior knowledge of cap tables required
This is a beginner to intermediate level, comprehensive class that starts with basic cap table structures and how to do the calculations for issuing equity (e.g. valuations, share prices, share counts), through more intermediate and advanced level topics around convertibles, options, and exit waterfalls. No prerequisite education or experience required, no advance preparation required.Live sessions
1.5 live session on Zoom with Taylor and the rest of the cohort for going over the material, Q&A, and exercises to dive deeper into that week's material. For the Apr 9 to May 14 cohort, sessions are on Tuesdays at 12 PM Eastern time.Self-paced lessons
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 the class material, Q&A and interaction. The instructor is available to answer questions about the class materials via email or the course portal at any time.Bite-sized projects
Practical exercises for you to apply what you learn in class. Download an example of the exercises here. The time commitment (1 hour per week) is manageable for busy professionals, with actionable takeaways to use in your business.Simple technical requirements
You will need a computer (Mac or PC) and an internet connection to access the course materials on Maven, and to create an account with Maven to log into the course portal. You will need a computer (Mac or PC) and an internet connection to use Zoom (no account required) to participate in the live sessions, for which you will get event details with Zoom links in the course portal and by email.Focus on first principles
This class does not teach the cap table template, but aims to teach you the fundamentals on how to build your own models by focusing on the fundamental concepts and applying them in the mini-cases. Always available for questions and support on fund modeling afterward.Interactive and examples-based
My live sessions are structured to be interactive with ample opportunity to ask questions and participate in building the answers to the example models we will build during each session.
Sample Workshop on Modeling SAFEs
Here is a sample of the material covered, from a webinar about cap tables and how to model SAFEs. We did an overview of how to build a cap table model, and focused on issuing and converting premoney and postmoney SAFEs. Replay below, slides here, and Download to Excel or copy to Google Drive the sample spreadsheet here.
Sample Workshop on Modeling Anti-Dilution
This was a free, live workshop on modeling anti-dilution and their impact on cap tables. Understanding how down rounds impact dilution is an important area for companies in today's climate, I covered the theory and practice in modeling anti-dilution protection, with practical examples for you to use. Download the slides and spreadsheet here.
More past workshops at Workshops
Frequently asked questions
Why do you teach this?
Back when I worked as a VC, even though I talked about the structures and mechanics of fundraising rounds and cap tables, it's only after I left and built out Foresight that I really learned the details and math behind how they work. I learned the hard way, and after helping hundreds of founders and VCs individually, I'm sharing it with you.How do I know if this will be valuable for me?
If you are a founder, CFO, VP of Finance, or similar level executive preparing for a fundraising round, or you are a lawyer or venture capitalists that works on deal execution, then this can be integral to your job.What if I cannot make the scheduled dates?
It's a hybrid class. All sessions are recorded and available to watch after the session, and I am available to answer any questions by email. I know that scheduling is hard, and that everyone learns differently, so I aim to provide the same experience to people regardless of whether they join live or watch recordings (about 50% of students only watch the recordings). Live session attendance is not required, I do encourage people to attend the classes live to take advantage of the opportunity to ask questions and participate in the discussions. For students wanting to get continuing professional education (CPE) credits, your participation in the class will be tracked by the course instructor and the course provider Maven.I work full-time, what is the expected time commitment?
The goal is for you to be able to spend about 2 hours per week (for 6 weeks) attending live session or watching the recordings, and if desired, budget additional time to review the additional spreadsheet materials and videos, and if you really want to learn the topic, apply them by building your own cap table.Will my employer pay for the course?
This course is highly practical for founders, venture capitalists, and lawyers working on venture fundraising. Many companies offer an L&D or education budget that can cover the cost of this course. If you need help with a letter to submit for reimbursement, contact me. If you need an invoice, contact Maven to request an invoice.What if I can't afford the course?
The Cap Table and Exit Waterfall Tool by Foresight has been downloaded for free by over 25,000 entrepreneurs, VCs, accountants, lawyers and finance professionals from around the world, and is structured to be an instructional tool on how cap table math works. Feel free to ask questions anytime.Can you run this for smaller groups?
Yes! I offer corporate workshops. If you'd like to run this masterclass or components of the syllabus as a workshop just for your firm, contact Taylor to discuss.Will there be a community with the course?
There is a private community space for participants in the Cap Table and Exit Waterfall Masterclass where you can share your ideas, get feedback, ask for help, and more, but access to that is not included in the individual courses.How often is the course updated?
The masterclass has been updated every cohort to reflect participant feedback and subject matter interest, detailed at How I teach cap tables. The last revision date was February 6, 2024.How can I provide feedback on the course?
The course will have a post-class survey to assess whether learning objectives were met, available through Maven's course portal to all participants at the end of class. The survey will ask whether the learning objectives were met, the prerequisites were appropriate, the time alloted was accurate, and the instructor was effective, as well as a rating and optional review of the course.Can I change my registration to another cohort?
Yes! Students are allowed to move their registrations to later cohorts if their schedule changes, and I often invite students to participate in additional cohorts if they want to review or refresh themselves on the material, at no cost. For cancellation and scheduling requests, please contact Taylor.What is your refund policy?
This course is backed by Maven’s Satisfaction Guarantee. You can receive a full refund within 14 days after the course ends, provided you meet the completion criteria in Maven's refund policy. For more information regarding refunds, concerns and program cancellation policies, please contact Taylor Davidson or directly at taylor@foresight.is.I still have questions, who do I contact?
Happy to help, just contact Taylor by email or setup a quick chat to discuss.