FAQ

A browser tool for modeling exit waterfalls, ownership dilution, and fund-level MOIC on a venture cap table. You set assumptions, holders, rounds, convertibles, and exit scenarios; it computes the waterfall, dilution, and fund economics, and produces BLUF text you can paste into an IC memo.

It is a pre-decision model, not a cap table system of record, transfer agent, or portfolio admin platform.

GPs, partners, and associates who need to see how a deal pays out before they commit. It is not built as founder cap-table software or LP reporting software.

No. Open capstack.space and start. There is no signup, login, or user database.

The modeling app has no paywall. The optional website embed has a free tier (with a “Built with CapStack” badge) and a premium branding tier by arrangement — that is separate from the modeling app.

In your browser (localStorage on that device). Computed results are not stored; they are recalculated from source inputs on load.

Backup with JSON export. Restore with JSON import on the same or another machine. Clearing site data, switching browsers, or using a different device without that file means the model is gone.

The static host (Vercel) does not receive your cap table as part of normal modeling. There is no product analytics SDK in the app.

Caveats that are also true: the first page load hits the host (standard web logs: IP, user agent). Fonts load from Google Fonts. If you use In-app agent, the browser POSTs current model state (and your question) to the URL you enter. CapStack’s static host does not see that traffic.

No. Waterfall, dilution, and MOIC all run locally in JavaScript. Optional AI is off unless you paste into an external chat or point the app at an agent URL you control.

No. Those systems are the books. CapStack is a scenario calculator. There is no issuance, 409A workflow, stakeholder portal, or multi-user cap table admin.

Not as a shared cloud file. It is single-user per browser. Share a JSON export (or a printed/PDF BLUF). Two people editing at once will diverge.

• Seniority-stacked liquidation preferences
• Participating, non-participating, and capped participation
• Conversion elections with iteration (up to 10 passes)
• SAFE and convertible-note conversion into the exit waterfall
• Anti-dilution via a global assumption: none, broad-based weighted average, narrow-based weighted average, or full ratchet
• Ownership through rounds, with a pro-rata toggle
• Gross/net MOIC, fees, hurdle, and carry using European waterfall math
• 47 assumptions across six domains
• Copy-to-clipboard BLUF, undo, print stylesheet, dark/light theme
• Searchable glossary (68 terms)

American (deal-by-deal) carry. The toggle exists; the math is still European. The app warns that this overstates GP carry protection and understates LP clawback risk.

It is a model, not counsel’s spreadsheet for every exotic term (side letters, MFN stacks, pay-to-play, and similar). Review assumptions before using live deal data. Flags will surface some issues (full ratchet, participating pref, preference overhang, GP commit below 1%).

Fully diluted ownership on the cap table and as-converted economics in the waterfall can use different denominators. Reconcile them before pasting a single “FD %” into a memo.

They convert at exit for the waterfall (cap, discount, note interest). A banner appears when convertibles are present. If conversion cannot be computed (missing caps/rounds), the app says so.

No. Sample data is fictional. Numbers are only as good as your inputs and the engine’s documented scope. Use counsel and your fund’s own models for closing, LPA, and tax.

Modeling does not need a backend after the page is loaded. It is not a packaged offline app: first load needs the network; fonts may not load offline.

• Copy BLUF to the clipboard
• Browser Print (print CSS aimed at a short PDF)
• JSON export of the model

A library of research prompts you copy into your own LLM, plus an optional in-app agent: you supply a base URL and API key (stored only in localStorage). Default product path does not send the cap table to an LLM.

A fixed, fictional sample waterfall dashboard for demonstration. It is not your fund’s data. Domain allowlisting is a client-side deterrent, not real access control. Generating a dashboard from a live model is not shipped.

Chrome 90+, Firefox 88+, Safari 14+, Edge 90+. No IE11.

No. Proprietary; all rights reserved.

Open a GitHub issue. If this FAQ is wrong about shipped behavior, say which question and what the app actually does.