The Equation Series
Menu

Industry study 14 of 23 · Venture Capital Research Companion

14: Venture Math, Valuation & Cap Tables

~8,000 words · 3 technical exhibits

Venture valuation is not discounted cash flow. It is a negotiated price per share for a security that carries preferences, set by working backward from a hoped-for exit, and then diluted by every round that follows. This section covers the arithmetic every VC and founder must be fluent in: the VC method; pre- and post-money valuation; price per share and fully diluted share counts; SAFE conversion; the option pool shuffle; dilution compounding across rounds; anti-dilution; and the exit waterfall that decides who actually gets paid. The worked files compute everything in Python and tie it out.

What the study covers

  1. 1Overview: why venture math is different
  2. 2Mechanics
  3. 3Key numbers
  4. 4Landmark deals and cases
  5. 5Pitfalls
  6. 6How an expert thinks about it

Technical exhibits

Worked examples, checklists and case studies included with this study.

Worked Cap Table Example

"Northwind Labs" from formation through two post-money SAFEs, a Series A with a pool shuffle, Series B and C; founder dilution path; all tables tied

Exit Waterfall Example

The same company sold at $30m–$2bn under 1x non-participating, 1.5x senior and 1x participating preferences; conversion breakpoints

VC Method and Mental Math

VC method with sensitivities and probability weighting; pool-shuffle formula; SAFE stacking; weighted-average vs full-ratchet anti-dilution; fund-returner math; shortcuts