Waterfall IQProduct
Everything between the cap table and the cheque.
One engine, eight views. Each answers a question people actually ask when a company is sold.
Structure inputs
Describe the company once.
One card per class, colour-coded to match every chart. Preferred stock, common, options, warrants, SAFEs and notes, with the holders inside each class. Standard terms are pre-filled, and a coach at the bottom of the screen explains whatever field you click, with what is typical and what to watch for.
- Liquidation multiple, seniority and pari passu ranks
- Participating, capped and non-participating preferred
- Cumulative, compounding and non-cumulative dividends, with the day-count you choose
- Conversion ratios, SAFE caps and discounts, note interest
- Bring in what you have: Excel or CSV, a pasted table, a Word or PDF charter, term sheet or SAFE, a screenshot (read on your computer), or your own AI. Every value shows where it came from, and you confirm it before it is used
The coach explains as you type
Liquidation multiple. How many times its investment the class is paid before common receives anything.
Typical. 1x. Higher multiples shift value toward the investor in a low sale.
Hover over any label for a short explanation, with an example.
$229.9M sale, in words
Series I. Takes its $31.6M preference. Converting would be worth less, so it stays a preference.
Series H. Takes its $54.7M preference, then also shares in what is left: $8.71M more, $63.5M in all.
Common. Ordinary shares: receives its share of what is left after the preferences.
Exit waterfall
Who gets what at any price.
Start from the enterprise value, take off debt and costs, and see the equity value that is shared. Drag the price and every class's payout, share and multiple updates, with a sentence for each class saying why.
- Enterprise value to equity value bridge, with debt you can edit
- Split chart and a payout curve for every class
- Pin exits to compare them side by side
- An "explain this exit" walk-through, step by step
Breakpoints
Find where the split changes.
A breakpoint is a price where someone starts or stops sharing in each extra dollar: a preference is covered, a class converts, options come into the money. See every tier, who shares in it, and what happens at its end.
- A road map of tiers with the current exit marked
- Detailed cards that explain each tier in words
- SAFEs and notes shown across all prices, because what they receive depends on the exit
Three regimes for one SAFE
$196M. nothing → partly repaid
$206M. partly repaid → converts at the discount price
$365M. converts at the discount price → converts at the cap price
Where the $505M headline goes
Cash on the day $348M
Expected in all $421M
Maximum, if everything pays $486M
Value at closing $413M
Each figure is traced back to the payment, likelihood and discount rate that produced it.
Headline to cash
The price is not the cash.
Enter the payments in an offer: cash at close, escrow, earnouts, price adjustments. See what shareholders get on the day, what to expect, the most possible, and what it is worth in closing-date money. Add a second offer and see which is better, class by class, and at what earnout likelihood the answer flips.
- A bridge from your inputs to every headline figure
- A timeline of when the cash arrives
- A slider to test the earnout from 0% to 100%
Second opinion
Check someone else's numbers.
Paste an allocation from a spreadsheet or an email. Waterfall IQ recalculates it from your structure, shows where it differs, and ranks the most likely reasons: a class treated as participating, ranks merged, dividends left out. Then it tells you what to ask them next.
- Paste from a spreadsheet, with names matched loosely
- A verdict in plain words and a bar chart of every difference
- A printable reconciliation to send back
Example result
1 of 15 classes differ, by $6.35M in total.
Most likely cause: Series H participates fully after its preference.
It only suggests causes. The legal documents decide which reading is right.
Term sheet → counter-proposal
Series H: liquidation multiple goes from 1 to 2.
Series H: participation goes from capped to uncapped.
$47.3M moves between classes at this exit. Series H +$46.0M.
Versions
Know what changed, and what it costs.
Save named versions of the structure and compare any two. Every changed term is listed in words, with what it does to each class's payout. Add notes about why it changed and who asked for it. They go straight into the report.
Report and Excel
A document you can send.
The report writes itself from your work: every input explained, the structure in pictures, the waterfall step by step, breakpoints, scenarios and offers tested, version history with your notes, and an education section that explains what each result means. Print it landscape as a PDF.
- Excel export with the cap table, every scenario and native charts. Plain values, no formulas.
- An anonymised export that removes names, for sharing outside the deal team
- Every figure reconciled, and export blocked if the totals do not add up
Eight sections, automatic
Summary · Inputs explained · Structure in pictures · Who gets what · Breakpoints · What was tested · Version history · Learn how to read it
Viewing as XYX Fund I
$7.98M (3.5% of equity) on $7.57M cost: 1.05x.
Next $1M of exit: $33.7K to you. Money back at $217.7M.
View as
Every screen, from your seat.
Choose a group or a holder and the whole tool turns personal: their money, share, cost, multiple, and the exit values where they reach money back and a multiple. Charts grey out everyone else.