JB Strategy Partners — Strategic Perspectives Underpinned by Hands-On Execution

Reverse Merger Transaction Structure Analysis & Ownership Calculator

Enter net cash, listing premium, PrivateCo valuation, and PIPE size to back into the implied post-money ownership split between PrivateCo holders, PIPE investors, and legacy Shell holders.

Inputs

Gross Cash on Shell Balance Sheet

$ mm

Cash and investments held by the shell prior to closing.

Deal Expenses + Wind-down Costs

$ mm

Advisor fees, D&O tail insurance, severance, wind-down costs.

Net Cash (computed)

$25mm

Listing Premium / Shell Value

$ mm

Negotiated value of being public — pick a band to auto-fill, then adjust freely.

PrivateCo Valuation

$ mm

Agreed pre-PIPE value assigned to the private operating company.

PIPE Size

$ mm

New capital raised concurrent with the merger close.

Implied Ownership

Pre-money

$240mm

Post-money

$280mm

PrivateCo holders

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PIPE investors

——

Shell (legacy) holders

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Methodology

Pre-money = net cash + listing premium + PrivateCo valuation. Post-money = pre-money + PIPE. Shell (legacy) holders are credited with net cash plus listing premium; PrivateCo holders with the PrivateCo valuation; PIPE investors with PIPE proceeds. Figures are illustrative and do not account for option pool sizing, warrant overhangs, or anti-dilution terms.