NB: jart is a trans woman. That doesn't make all of her opinions automatically correct, but as far as lived experience goes, she's about as informed as a person can be.

Your stab was good. Importantly, an efficient market isn't necessarily a rational market. "This is nuts" describes an irrational market, which may or may not be inefficient.

If https://site.warrington.ufl.edu/ritter/files/IPOs-VC-backed.... is right, the last time there were 150+ tech IPOs in a year was 2000 (1992-2000 were all anomalously high). 2021 is the only year to break 100 since then, and only three other years cracked 50.

The cap table is just a spreadsheet of who owns what. Employees don't need to see that level of detail to understand their shares, so there's no particular reason to pass it around, and plenty of reasons not to.

Many startups are happy to give relevant details, though, like the percentage of fully diluted shares you own, the last preferred share price, whether any investors got non-standard terms, etc. Rather than asking to see the cap table, ask the questions you want the cap table to answer. If they won't tell you, maybe pass on working there.

You can construct any arbitrary deal terms you like, of course, but in the Silicon Valley ecosystem nobody you'd want to raise money from does this. Deal terms are broadly standardized and the desirable investors only do clean term sheets. Quoting myself from another thread a couple years ago: VCs make their money from outlier companies, so the competent ones don't optimize for worst-case outcomes. You'll never see a dirty term sheet (e.g. liquidation preference > 1x) from Sequoia, for example, because they don't return 8x on a fund by squeezing pennies out of failed startups.

To answer your question, yes, doling out company value to different share classes is part of the 409A calculation. I've used Carta and Pulley for this, but it looks like neither has their docs posted publicly. Here's Pulley's overview page from our last 409A, though:

Valuation Analysis

To determine the fair market value of the Subject Interest in our analysis, the following steps were taken:

Step 1 - Determine the value of the Company using an appropriate methodology(ies)

Step 2 - Allocate the value of the Company to the various share classes taking into account share classes economic rights and preferences

Step 3 - Apply a discount for lack of marketability (“DLOM”) to the resulting per share value of common

Step 4 - Analyze any secondary transactions that have incurred in the past and determine to what extent they should be considered relevant in determining the value of the Subject Interest in the analysis

The system is built to handle non-standard liquidation preferences, but anything more esoteric (e.g. your participating preferred shares) probably needs a bespoke valuation. You won't see this stuff from successful VCs, though. It would be a bit like investing in SpaceX, but having one of the terms be an increase in Earth's gravity.