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From Rob, Mostly

CapStack GP: Cap Table & Exit Waterfall Modeling for Venture GPs

3 min read

CapStack GP is built for venture GPs who want to model every exit scenario before the term sheet. Cap table mechanics, exit waterfalls, ownership dilution, and fund-level MOIC are modeled accurately across the scenarios your partnership will actually face—downside, base case, upside, and fund returner.

No account required. Data never leaves your browser. You can have a model running in under five minutes with institutional-grade defaults.

What It Is

CapStack GP is a browser-based cap table and exit waterfall tool. You set assumptions, build the cap table, define exit scenarios, and run the model. Outputs include the full exit waterfall curve, ownership dilution table, fund MOIC across scenarios, and plain-English BLUF summaries you can drop into an IC memo.

Sample data is pre-loaded so you can run the model in under 30 seconds; you replace it with your deal when you’re ready.

How It Works

The flow is four steps:

  1. Inputs — Set your assumptions across 47 configurable options in six domains: share count conventions, preferred stock terms, convertible treatment, exit mechanics, fund-level parameters, and governance. Defaults match institutional standard.

  2. Structure — Build the cap table: founders, option pools, preferred investors, SAFEs, and convertible notes. Configure liquidation preferences, seniority, participation caps, and anti-dilution at the holder level.

  3. Scenarios — Define exit scenarios: Downside, Base Case, Upside, and Fund Returner. Set global parameters such as transaction fees, escrow holdback, debt obligations, and retention pools.

  4. Outputs — Run the model. One click produces the full exit waterfall curve (with kink points at preferred conversion thresholds), ownership dilution table, fund MOIC across scenarios, and those BLUF summaries.

Capabilities

  • Exit waterfall engine — Seniority-stacked liquidation preferences, participating and non-participating preferred. Kink points show conversion breakevens; the full curve runs across any exit range.

  • Ownership decay — Track investor dilution through each round. A pro-rata toggle shows the cost of not following on. You see initial vs. current ownership at every stage.

  • 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.

  • Fully diluted cap table — Ownership percentages are computed from share counts, not stored as static values. Treasury method option dilution, vesting schedules, and seniority layers are all accounted for.

  • VC glossary — 127 terms with plain-English definitions and technical depth (accretion, MOIC, pari passu, ratchet, and more). Searchable and filterable by category.

  • Private by design — No account, no server, no tracking. Deal data is saved locally in your browser via localStorage. Export to JSON for backup; import to restore on any device. Works offline.

Who It’s For

Venture GPs and investment teams who need to stress-test deal economics before writing a term sheet. Especially useful when you have complex preferred stacks, SAFEs, or convertibles and want to see exactly how proceeds split at different exit prices—and what that means for fund MOIC and DPI.

Link

CapStack GP → https://capstack.space/

Open the app, use the sample data to see the workflow, then replace with your own deal. No login, free to use, with export to JSON so you keep full control of your data.