Syllabus fit. Fits a week on preferred stock, late-stage valuation, dilution, governance and strategic co-investors, using a physical delivery network rather than a software subscription business.
Learning goal. Students will distinguish a disclosed financing price from conditional ownership arithmetic, identify the missing terms that determine preferred-stock economics, and evaluate the governance implications of an investor that is also a distribution partner.
Assigned materials
Material | URL | Focus |
|---|---|---|
Cap Table Teardown #5: Zipline, when a nationwide network is priced before it is built | A financing-to-ownership bridge; operating evidence versus valuation assumptions; strategic distribution and undisclosed rights |
Instructor note. Assign the Teardown as the student reading; this pack is the instructor's discussion frame. Its embedded primary links provide the evidence base. Ask students to read the financing release, the commercial-counterparty announcement and the strategic-partnership announcement before class, then bring a short memo separating established terms from diligence requests. A simple spreadsheet is sufficient; a reconstructed cap table is neither necessary nor supportable from the public documents. If the assigned reading requires paid access, confirm students' access before assigning it.
Primary-source habit (this week)
Keep the source's denominator and status attached to every claim. Require students to annotate a selected claim with who reported it, the date or period, the population measured, and whether it describes an outcome, an agreement or a target. Apply the same habit to the financing release and the Walmart announcement. Then ask what financial inference the evidence cannot sustain. A merchant-cohort result is not companywide performance; a planned rollout is not an installed base. The exercise is one verification practice, not an invitation to collect more unsupported numbers.
Discussion prompts
Valuation / dilution — when is the arithmetic an ownership claim? Using the Teardown's financing bridge, have students state every assumption needed to translate announced capital and post-money into a new-money slice. Then remove one assumption: allow secondary sales, a pool increase or a different conversion denominator. Which result remains useful, and which must become conditional? Ask each group to identify the document that would resolve its chosen uncertainty. The answer should distinguish the aggregate financing model from any named investor's total position.
Term sheets — does the headline price describe everyone's economics? Give students the Teardown's list of undisclosed security terms. Ask them to select the provision that would most affect a downside exit and explain the mechanism, not guess what Zipline negotiated. How could preference seniority, participation or conversion alter payouts while leaving the announced price unchanged? A satisfactory response identifies a missing clause and its consequence. It does not assign a standard preferred-stock package merely because the financing is late-stage.
Valuation — what connects adoption to cash generation? Have students build a verbal bridge from completed deliveries to retained revenue and cash after reinvestment. Which operating indicators in the reading support demand, which speak to service quality, and which leave profitability unanswered? Ask them to nominate the first missing input they would request and explain why it matters more than adding another growth statistic. Keep customer basket value, merchant delivery revenue and Zipline revenue separate. Do not reward a revenue multiple built from an undisclosed revenue denominator.
Governance / strategic co-investors — where does alignment become dependence? Use the Zipline–Uber announcement alongside the financing source. Separate the investment relationship from the distribution relationship, then ask students to propose safeguards for information access, conflicts and future commercial flexibility. Which safeguards belong in corporate documents and which in a commercial agreement? Require them to distinguish proposed protections from actual disclosed rights. As a check, ask why a corporate participant's name alone does not establish a customer contract or board seat.
Valuation / governance — what evidence would change the decision? Divide the room between an investment committee and management. Each side chooses a claim it can establish and an uncertainty it cannot settle from the reading. The committee names a specific diligence item that could change its recommendation; management explains what evidence would answer it. Prohibit conclusions based solely on brand-name investors or a successful historical precedent. The goal is an investable question, not a vote on whether drone delivery is exciting.
Optional seminar close
Ask for a three-sentence investment-memo addendum: one sourced fact, one explicitly conditional calculation, and one unresolved term with a named document or data request. End by asking whether the unresolved item changes price, control or both. Leaving the cell blank can be the correct analytical result.
Not investment advice. The AI Cap Table is published for information only and is not investment, legal, or tax advice. Nothing herein is an offer or solicitation to buy or sell any security. This pack is an assignment frame; financing evidence belongs in the linked Teardown and its cited primaries. Conduct independent diligence and consult qualified advisers before any investment decision.
The AI Cap Table · theaicaptable.com