COLA merger with WISeSat.Space Holdings Corp.
WISeSat.Space is the satellite spin-out of NASDAQ/SIX-listed WISeKey International Holding (WKEY): a BVI holdco (incorporated 17-Jun-2025, also d/b/a SpaceAIQ Corp.) over Swiss OpCo WISeSat.Space AG (incorporated 15-Feb-2023) … (Switzerland)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Announced 12 December 2025.
Original BCA dated Dec 12, 2025 (sellers SEALSQ Corp / WISeKey); First Amendment Aug 6, 2026.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $10M · unsourced
- Sponsor promote
- 20%
- Exchange ratio
The Seller receives Pubco Ordinary Shares and Pubco Class F Shares with an aggregate value of $250,000,000 plus any pre-closing Transaction Financing, each Pubco Ordinary Share valued at $10.00. Each CAC security converts into Pubco Ordinary Shares.more ▾less ▴
common at the Redemption Price: $10,000,000 of Pubco Ordinary Shares "at a price per share equal to the Redemption Price", with Additional Subscription Shares issuable if the 10-day VWAP ending 60 days after closing is below that price. "Assuming a Redemption Price of approximately $10.66 per share as of June 30, 2026, the number of Subscription Shares would be 938,086 Pubco Ordinary Shares."more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: WISeSat.Space
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
WISeSat.Space is the satellite spin-out of NASDAQ/SIX-listed WISeKey International Holding (WKEY): a BVI holdco (incorporated 17-Jun-2025, also d/b/a SpaceAIQ Corp.) over Swiss OpCo WISeSat.Space AG (incorporated 15-Feb-2023), contributed by WISeKey in Oct-2025 ahead of the SPAC deal. It is EARLY-STAGE with nominal revenue: FY2025 actual net sales of just $196,764 (FY2024: $57,397) from R&D services, proof-of-concept studies, short-term satellite test capacity and training - against a FY2025 operating loss of $3.35M - yet carries a $250M all-stock headline. The business: secure LEO satellite IoT / device-to-device connectivity using WISeKey digital-identity PKI and affiliate SEALSQ's (LAES) post-quantum chips, pivoting toward 'secure orbital infrastructure' for sovereign/defense/critical-infrastructure uses; today it has ACCESS to 14 operational LEO satellites via WISeKey's 2021 investee FOSSA Systems (Spain, picosatellites), plans 12 satellites from Q4-2026 for SEALSQ's Quantum Spatial Orbital Cloud (QSOC - right-of-use agreement NOT yet signed), and targets up to 100 satellites by 2029-2033. Only ~7 full-time employees, all employed by WISeKey SA in Switzerland and cross-charged. Founder-chairman-CEO Carlos Creus Moreira (WISeKey founder/CEO); John O'Hara (WISeKey/SEALSQ CFO circle) negotiated the deal. Cash $9.65M at Dec-31-2025 exists only because affiliate SEALSQ subscribed $10M in Nov-2025; post-close WISeKey and affiliates including Moreira hold ~57.5% of ordinary shares and 92% of super-voting Class F shares (49.99% of votes as a class), ~80% of total voting power.
Founded 2023.
The filings show no meaningful actual revenue for the most recent reported period.
WISeSat.Space — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 9 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what WISeSat.Space actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
WISeSat.Space has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $315.4M.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Post-dilution equity + target net debt.
FY2025A (nominal; FY2024A $0.057M) — a reported actual.
Not computable — the filings record only $0.2M of revenue and treat the company as pre-revenue — a multiple struck on a nominal figure is noise, not a valuation.
$1 of their sales costs $25.56 on the open market. Median of 9 listed companies we judged a true comparable, which individually run from 2.27× to 441.51×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $325M, not the announced $250M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash is filed but its debt is not, so this enterprise value is a lower bound, too low by whatever debt the company carries.
- TSAT, IOTR, DGII, AMPG, VISN have no revenue to divide by, so they are shown but left out of the peer median.
- The peer group does not agree with itself: its revenue multiples run from 2.27× to 441.51×. A median drawn across that spread is a weak benchmark, so treat the verdict as a rough bearing, not a measurement.
The 14 listed companies it is measured against, and why
- WKEY2.27× revenue
WISeKey International Holding is the parent, seller and post-close ~80%-voting controller - the single most direct listed proxy for the asset.
- LAES7.97× revenue
SEALSQ is the affiliated post-quantum-chip maker, $10M pre-closing financier and intended anchor customer (QSOC right-of-use) - same Moreira ecosystem, listed on Nasdaq.
- TSATno revenue multiple
Operational comp: Satellite Service Operators; mid-cap ($2.0bn); shares leo, satellite, satellites, connectivity, critical, over with the target's own description; forward EV/Sales 23.7x.
- IRDM7.78× revenue
Iridium is the profitable incumbent in exactly the satellite-IoT connectivity market WISeSat targets - the reality-check comp for what scaled satellite IoT earns.
- GSAT38.17× revenue
Globalstar operates a LEO constellation for IoT and direct-to-device messaging - the closest listed pure-play on low-cost LEO IoT connectivity.
- ASTS196.45× revenue
AST SpaceMobile is the market's benchmark for a pre-revenue LEO constellation story stock funded ahead of deployment - pricing template for WISeSat's build-out promise.
- IOTRno revenue multiple
Operational comp: Satellite Service Operators; micro-cap ($9m); shares satellite, just, connectivity, digital, critical, sales with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SPIR7.2× revenue
Spire Global de-SPAC'd a smallsat LEO constellation selling space-based data services - comparable scale, comparable smallsat economics, cautionary multiple.
- PL25.56× revenue
Planet Labs operates the largest smallsat LEO fleet with a subscription data model - upper-bound comp for smallsat constellation platforms.
- RGTI441.51× revenue
Operational comp: Semiconductors (NEC); mid-cap ($7.3bn); shares quantum, chips, device, cloud, infrastructure, full with the target's own description; forward EV/Sales 233.1x.
- SATL27.87× revenue
Satellogic is a de-SPAC'd smallsat constellation with minimal revenue against a big constellation plan - the nearest precedent for a nominal-revenue satellite SPAC at announcement.
- DGIIno revenue multiple
Operational comp: Communications & Networking (NEC); small-cap ($1.4bn); shares iot, secure, connectivity, device, infrastructure, critical with the target's own description; forward EV/Sales 6.0x.
- AMPGno revenue multiple
Operational comp: Communications & Networking (NEC); micro-cap ($62m); shares satellite, satellites, quantum, space, defense, cloud with the target's own description; forward EV/Sales 1.9x.
- VISNno revenue multiple
Operational comp: Communications & Networking (NEC); small-cap ($2.0bn); shares pki, secure, infrastructure, cloud, access, operating with the target's own description; forward EV/Sales 1.4x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.