M&A waterfall distribution for VC-backed company

Hello,

I'm a coverage banker at boutique M&A firm trying to find out how to create a waterfall/proceeds distribution model for an acquisition of a venture backed (for context: tech) company that has raised several rounds of equity financing. All the other forums I see on this topic are for private equity GP/LP distributions or for real estate. I suspect an M&A scenario is different because of different preferences and different rights among the different rounds of financing.

Ideally, I'm looking for step by step instructions that also define and discuss the treatment of the various ingredients in the model (such as liquidation rights and preferences). As much detail as I can get would be greatly appreciated! Basically assume I know nothing about the inputs or the model at all (which isn't true, but is sadly close to it).

Thanks!