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03 · Conversational deal terms updates

Built · opening soon on Enterprise

Talk through the change. Let the engine do the arithmetic.

Terms move in conversation: a higher price, a larger holdback, a different cap. Connect your AI assistant to the Studio engine and ask what a change does. The assistant handles the conversation. The numbers come from the same deterministic engine Studio runs, not from a language model.

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Connect your assistant with one key

Create a key in Studio and add the Merger Waterfall server to Claude, ChatGPT or your own agent. The deal data you send is computed and returned. It is not stored or logged.

  • A remote MCP server and a plain REST endpoint
  • Keys are shown once and can be revoked
  • Only a valid computation counts against the monthly quota
Settings · API & Agents
Studio's API & Agents settings: usage of 2 of 10,000 calls this month, one key named 'Deal-desk assistant', and a one-line command to add the server to Claude Code.

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Four tools, one engine

Your assistant can run the waterfall, check a cap table before running it, and walk through a result step by step. The walkthrough is generated from the engine's audit trace, so the explanation and the numbers cannot drift apart.

  • compute_waterfall returns per-class and per-holder payouts with a balance check
  • validate_captable lists modeling problems without running anything
  • explain_result narrates the audit trace in plain English, with no language model
Developers · Endpoints and MCP tools
Studio's developer page listing the endpoints, the quota and limits, and the four MCP tools: compute_waterfall, get_input_schema, validate_captable and explain_result.
From explain_result on the $11.85M deal, verbatim
2. Liquidation preferences (most senior first)
   - Series B Preferred: Liq pref pool: 1,500,000 shares × $4 × 1x + $0 dividends ($6.00M)
   - Series A Preferred: Liq pref pool: 2,000,000 shares × $2 × 1x + $0 dividends ($4.00M)
   - Series B Preferred: Liq pref payout (pool: $6000000) ($6.00M, $5.85M left)
   - Series A Preferred: Liq pref payout (pool: $4000000) ($4.00M, $1.85M left)
   …
Balance check passed: payouts add up to the proceeds.

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What you agree goes on the record

When a change is agreed, enter it in Studio. Deal Terms keeps the negotiated terms in one table and dates every change, so the conversation ends in a record the spreadsheet is built from.

  • Price, consideration, deductions, preferences and cap table in one view
  • Last-changed date on every term
  • The source document stays attached where there is one
Deal Terms · Consideration and price
Deal Terms in Studio: consideration of $15.00M with closing, escrow and earnout amounts, and the bridge from price to $11.85M net equity proceeds, each row with a last-changed date.

What it doesn’t do yet

The assistant computes and explains. It does not write changes into a Studio deal. You enter agreed terms in Studio, where each change is dated and logged.

About these screens

Every image on this page is a capture of Merger Waterfall Studio running one example deal: Northwind Logistics acquired by Atlas Freight Group for $15.00M. The company, the people and the documents are fictional. The screens are not mock-ups.

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Waterfall rollbacks and versions

Every run is kept as it was computed. The closing version is locked.

See it in the product

Try it on your next deal.

Bring the cap table export and the charter. Leave with a distribution spreadsheet you can hand to the board, the buyer and the auditor.

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