VACI merger with NorthStar Earth & Space Inc.
NorthStar Earth & Space Inc. — Space and satellite data analytics company that provides a Space Domain Awareness (SDA) solution to monitor, detect, and react to active space threats using proprietary AI/ML models, space-based sensors, and a source-agnostic data pipeline.
Expected close, as filed: Q3 2026.
Announced 16 April 2026.
The symbol the combined company is expected to trade under.
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
- $30M
- Sponsor promote
- 25%
- Pro-forma shares
- 64.2M
- Exchange ratio
Assumed Exchange Ratio for New NS Common Shares of 1.1496218, producing 29,328,862 New NS Common Shares to NorthStar shareholders. Each Viking Class B ordinary share converts into one Class B common share on Continuation and then into one Common Share at Closing. Company valuation $300 million supporting approximately 30,000,000 Closing Shares.more ▾less ▴
common @ $10.00: $30 million of NorthStar shares exchanging at Closing into New Viking common shares, plus warrants convertible into warrants for 3,000,000 New Viking shares on the same terms as the Nmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is filed; the terms are in a document we have not read, and an unread term is left blank rather than assumed to be plain common stock at $10.00.
Up to 10,000,000 New Viking common shares issuable to persons designated by a committee on satisfaction of Revenue Run Rate targets in 2027 and 2028, and also on a Change of Control. Under the Sponsor Letter, 10% of any Earnout Shares issued are allocated to the Sponsor if the 20-trading-day VWAP within the 30 trading days after the Form 20-F or 6-K evidencing the target is at or above $10.00.more ▾less ▴
At the Closing, the Sponsor shall transfer, directly or constructively (including, if applicable, pursuant to a forfeiture and reissuance), an aggregate of 3,000,000 SPAC Class B Common Shares to the PIPE Investors, proportionally to their investment in the PIPE Financingmore ▾less ▴
What the filings actually value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What NorthStar Earth & Space Inc. on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for NorthStar Earth & Space Inc. appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
All figures above are stated in EX-99 investor presentation0001213900-26-044909
EX-99 press release, 0001213900-26-044909: preMoneyEquityM "$300 million". A press release is a party's own claim, not a filed table: any stated capitalisation table supersedes it.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: NorthStar Earth & Space Inc.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Space and satellite data analytics company that provides a Space Domain Awareness (SDA) solution to monitor, detect, and react to active space threats using proprietary AI/ML models, space-based sensors, and a source-agnostic data pipeline.
NorthStar Earth & Space Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A 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 NorthStar Earth & Space Inc. 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
We hold no revenue figure in US dollars for NorthStar Earth & Space Inc., so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $405.4M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Pro-forma enterprise value as filed.
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Up to 10,000,000 New Viking common shares issuable to persons designated by a committee on satisfaction of Revenue Run Rate targets in 2027 and 2028, and also on a Change of Control. Under the Sponsor Letter, 10% of any Earnout Shares issued are allocated to the Sponsor if the 20-trading-day VWAP within the 30 trading days after the Form 20-F or 6-K evidencing the target is at or above $10.00.
A note on the price: VACI trades below the cash the company still holds per share ($6.32 vs $10.06), but the window to claim that cash has closed — the gap is the market pricing this deal’s risk, not money you can collect. What a floorless SPAC is →
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.