TopHat

Toronto, ON, Canada Education Technology Private

Top Hat is a Toronto-based active learning and digital courseware platform for higher education. Its software combines interactive textbooks, lecture slides, polls, quizzes, and assignments into a single platform used by professors and students before, during, and after class. Founded in 2009 by Mike Silagadze and Mohsen Shahini while at the University of Waterloo (originally as Top Hat Monocle), the company has expanded from a classroom response system into a full-stack digital courseware business through acquisitions of traditional publishers including Nelson's Canadian higher-ed business, bluedoor, Fountainhead Press, and Morton Publishing. Top Hat serves more than 2.7 million students across 750 of the top 1,000 higher-education institutions in North America.

Overview

Company data and valuation marks are estimates and may be incomplete, stale, erroneous, or revised.

Founded

2009

Employees

400–500

Total Funding

$195M

3 rounds

Funding

Total raised $195M across 3 rounds

Funding data and valuation marks are estimates and may be incomplete, stale, erroneous, or revised.

Last updated 06-25-2026

Latest Round

Type

Series E

Date

February 4, 2021

Amount

$130M

Valuation

Lead Investors

Georgian
DateRoundAmount RaisedValuationLead Investors
February 4, 2021 Series E $130M Georgian
2019 Series D $55M Georgian Partners
2014 Series B $10M Georgian Partners

Prominent Investors

Georgian Partners Georgian Georgian Partners

Leadership

  • Maggie Leen

    Chief Executive Officer

    LinkedIn
  • Larry Indovina

    Chief Operating Officer & Chief People Officer

  • Bill Okun

    Executive Chairman

Competitors

Competitor list is illustrative and may be incomplete, stale, or erroneous.

  • Pearson

    Global education publisher offering digital learning platforms, courseware, and assessments across K-12, higher ed, and workforce.

  • McGraw Hill

    Major higher-ed publisher and digital learning provider; direct competitor in courseware and adaptive learning.

  • Cengage Group

    Higher-ed publisher whose Cengage Unlimited subscription and MindTap platform compete with Top Hat's digital courseware.

  • iClicker (Macmillan Learning)

    Student response and active-learning system used in higher-ed lectures; Top Hat's closest direct rival on classroom engagement.

  • Kahoot!

    Game-based learning platform used for classroom engagement, polling, and quizzes; overlaps in active-learning use cases.

  • Houghton Mifflin Harcourt

    Education publisher with higher-ed and digital learning offerings competing for courseware adoption.

TopHat Investment FAQ

Public status and buying access

No. TopHat is a private company and does not have a public stock ticker or trade on a public stock exchange. Its shares are generally held by founders, employees, investors, and other private shareholders. Buyers and sellers may be able to transact in TopHat shares through private secondary transactions, but any transaction depends on share availability, buyer and seller agreement, transfer restrictions, company approval rights, and any applicable right of first refusal. There is no guarantee that TopHat will complete an IPO or other liquidity event.

Yes, it is sometimes possible to buy TopHat shares pre-IPO through private secondary transactions. This depends on finding a willing seller, company approval, and satisfying any transfer restrictions or rights of first refusal.

Buyers interested in buying TopHat shares on the secondary market typically do so through SetterVC and other secondary-market platforms, subject to eligibility requirements, share availability, transfer restrictions, and issuer approval. Buyers may need to satisfy sophistication, accreditation, institutional, platform, regulatory, or other eligibility requirements before participating. Once eligible, buyers may be able to view listings, make bids, and work with a licensed broker through the transaction process. Buyers should ensure they have appropriate legal and financial advisors guiding them before completing any transaction.

Valuation and funding

TopHat's latest disclosed funding round was a Series E round in February 4, 2021. The round raised approximately $130M, with Georgian listed as disclosed lead or major investors. Primary funding rounds are different from secondary transactions: in a primary round, capital goes to the company, while in a secondary transaction, investors buy existing shares from current shareholders. Funding-round data reflects publicly reported or collected information and may be incomplete.

TopHat has raised approximately $195M in disclosed funding across 3 rounds. These figures reflect primary capital raised by the company and do not include every possible secondary transaction, undisclosed round, debt facility, or private transfer. Reported funding totals can change as new rounds are announced or older round details are corrected. Eligible users can use SetterVC to track TopHat's funding history alongside private-market activity where available.

TopHat's disclosed investors include Georgian Partners, Georgian and Georgian Partners. Investor lists are based on public reporting, company announcements, and collected funding-round data, and may be incomplete. Participation in a prior funding round does not mean those investors are currently buying or selling shares. On SetterVC, eligible users can review TopHat's funding history, valuation history, and private-market activity alongside other venture-backed companies.

Market context

TopHat's most-cited competitors include Pearson, McGraw Hill, Cengage Group, iClicker (Macmillan Learning), Kahoot! and Houghton Mifflin Harcourt. Investors often compare these companies by sector, product focus, valuation, funding raised, growth signals, investor base, and private-market activity.

Secondary-market demand for TopHat shares can be affected by company performance, revenue growth, profitability, funding history, valuation, investor interest, sector momentum, public-market conditions, expected timing of a liquidity event, and the availability of shares for sale. Demand can also be affected by transfer restrictions, company approval rights, right of first refusal processes, limited information, and the price expectations of buyers and sellers. Strong demand does not guarantee strong pricing, liquidity, or investment returns. Weak demand does not necessarily reflect the company's long-term prospects. Demand signals should not be treated as a recommendation or prediction of investment performance. Buyers and sellers should treat demand signals as informational and conduct their own diligence before transacting.

Selling and transaction mechanics

Sellers often rely on intermediaries and platforms, such as SetterVC and other secondary-market platforms, to identify potential buyers. The exact process varies by company and transaction, but sellers often begin by confirming their ownership, desired price, transferability, and any company approval or notice requirements. If the seller agrees with a buyer on acceptable price and terms, the company may need to be notified through a share transfer notice or similar process. If a right of first refusal, company approval right, or other transfer restriction applies, the seller may need to wait until that process is completed. The parties may then execute a purchase and sale agreement, complete required transfer documentation, and close if all required conditions are satisfied. Sellers should always seek proper legal and financial advice before completing the transaction.

Yes, current and former TopHat employees, early investors, and other existing shareholders may be able to sell vested shares before an IPO through a private secondary sale. This is not automatic; it depends on whether the shareholder has transferable shares, whether there is buyer demand, and whether the company's governing documents permit the transfer. Many companies require prior notice, company approval, or a right of first refusal before shares can be sold. Sellers should also seek proper legal and financial advice before proceeding.

A TopHat secondary transaction usually involves an existing shareholder selling shares to a buyer before a public listing. The buyer and seller typically agree on price, number of shares, share class, and closing conditions. The seller may then need to notify TopHat through a share transfer notice or similar process. If TopHat or existing investors have approval rights, transfer restrictions, or a right of first refusal, those steps may need to be completed before the transfer can close. The parties typically enter into a purchase and sale agreement, complete any required transfer documentation, and close only if the necessary conditions are satisfied. Timing and certainty can vary by company and transaction.

In most private secondary transactions, parties commonly use a purchase and sale agreement that outlines price, terms, and conditions. They may also use share transfer documentation, often a stock transfer notice, share transfer notice, transfer instruction, or similar document, along with any required company approval or right of first refusal materials. Proof of ownership, such as a cap table entry, share certificate, brokerage statement, issuer confirmation, or administrator confirmation, may also be important. Buyers often request recent company financials, but private companies may limit disclosure. Since every deal varies, buyers and sellers should consult legal and financial advisors to understand which documents are needed.

Risk, diligence, and investor caution

Buying TopHat shares pre-IPO is risky. Shares are illiquid, no IPO or liquidity event is guaranteed, valuations can change, transfers may require company approval, and private companies may provide limited financial disclosure. Be prepared for total loss. SetterVC and Setter Capital do not provide due diligence, legal, tax, accounting, valuation, or investment advice. Buyers must conduct their own due diligence, verify information, and seek independent legal and investment advice before proceeding.

Private secondary shares are typically illiquid. Unlike public stocks, there is no active public market, so selling them can be difficult and time-consuming. Sales depend on finding a willing buyer and often require company approval. Investors should be prepared to hold the shares for an extended period, with no guarantee of a future sale. Always assess your need for liquidity before investing.

SetterVC and Setter Capital do not provide due diligence, legal, tax, accounting, valuation, or investment advice. Buyers must conduct their own due diligence, including verifying ownership, transferability, legal structure, company approval, and assessing the company's prospects. SetterVC and Setter Capital do not provide advice on whether an investment is good, what price to pay, or what the best bid or ask is. SetterVC and Setter Capital may share documents in some circumstances, but it does not guarantee their accuracy or completeness. Due diligence is essential. Seek legal and investment advice as needed.

Before buying TopHat shares, a buyer should try to review the share class, price per share, implied valuation, transfer restrictions, ROFR process, company approval rights, seller ownership evidence, recent financing or tender-offer information, available financial information, information rights, resale restrictions, tax considerations, and expected liquidity paths. Not all information may be available for a private company. Buyers should confirm available diligence, process details, and information needs with their own legal, tax, and investment advisers.

SPVs carry risks. Examples include the need to confirm the company allows SPV-based transfers, verify that the SPV truly owns the shares or interests it claims to own, and ensure it has not sold more interests than it holds. Due diligence is essential. Seek legal and investment advice as needed.

Forward contracts carry risks. Examples include the seller refusing to transfer the shares at the future date, even if the seller owns them, the seller going bankrupt with creditors claiming the shares, or the seller committing the same shares to multiple parties. Due diligence is essential. Seek legal and investment advice as needed.

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