SPAC Model

The model is scenario-driven. A scenarios sheet lets you switch between low, base, and high redemption cases using a CHOOSE function that flexes five drivers: redemption rate, PIPE shares, PIPE price, sponsor forfeiture percentage, and exit multiple.

• Each scenario also carries a probability weight, so you can see how different deal outcomes affect the result. These drivers feed every downstream calculation, from trust cash to sponsor share count, without nested IF formulas.
• The 7-year forecast includes a simple P&L, a PP&E roll, and working capital based on AR, inventory, and AP days. This operating detail feeds the exit EBITDA used in returns, while debt amortises separately.

Together, these drivers let you test how redemption pressure, PIPE pricing, and sponsor forfeiture interact under a chosen scenario.

The calculation flow starts with trust mechanics. IPO proceeds earn interest net of tax, which raises the redemption price.

• Redemptions reduce trust cash, and a deferred underwriting waiver can further adjust it. The resulting trust cash available, plus PIPE proceeds and sponsor at-risk capital, forms total sources.
• Uses include target cash consideration—enterprise value less net debt and rollover value—and transaction costs. The residual is cash to the balance sheet.
• Meanwhile, the share structure builds from non-redeeming shares, sponsor founder shares adjusted for forfeiture, PIPE shares, and rollover shares. Warrants are treated with the treasury stock method and earnout shares are added only if the exit price clears specified triggers.

This produces pro forma basic and diluted share counts, which then feed exit price per share and returns.

The model outputs three main views. First, returns analysis: sponsor MOIC and IRR (driven by an exit year from 1 to 7 and an exit multiple), public shareholder return, and PIPE return.

• Exit EBITDA and net debt are pulled from the forecast and debt schedule by the chosen exit year. Second, the pro forma balance sheet balances by construction because public equity is booked at trust cash available, sponsor equity at at-risk capital, PIPE at proceeds, rollover at value, and retained earnings at negative transaction costs—goodwill is calculated, not plugged.
• Third, two sensitivity grids show public return against redemption and exit multiple, and cash to balance sheet against redemption and PIPE size. Conditional formatting highlights outputs, giving a quick read on how key variables influence outcomes.

For a deal team, this model serves as a transaction evaluation tool. The trio of capital adequacy, cap table, and returns questions guides the analysis: you can see if enough cash lands on the target's balance sheet after redemptions and costs, what ownership looks like across public, sponsor, PIPE, and rollover holders, and what sponsor, public, and PIPE investors earn at exit.

• The model includes 20 tie-out checks on a dedicated sheet to validate balance sheet integrity, ownership sums, and scenario consistency. The public download is a values-only preview; the underlying template captures the full calculation logic.
• The design is intentionally a transaction model, not an operating model—the 7-year forecast exists to feed the exit-year-driven returns analysis. Use it to structure and stress-test a de-SPAC deal.