NorthStar Earth & Space, headquartered in Montreal, has received conditional approval to list on the Toronto Stock Exchange (TSX), filings with Québec’s securities regulator show, two weeks after the company’s shares began trading in New York.
If it meets the exchange’s conditions, its shares would trade as NSTR in Toronto, the same symbol it uses on the NYSE American. NorthStar, which tracks debris and manoeuvring spacecraft in orbit, began trading on Oct. 2 after merging with Viking Acquisition Corp. I, a special purpose acquisition company (SPAC), a listed shell company created to merge with a private business.
NorthStar filed a prospectus dated Oct. 1 with the Autorité des marchés financiers (AMF), Québec’s securities regulator, to become a reporting issuer in Québec. The AMF approved it the next day.
What’s left to do
NorthStar has until Nov. 30 to meet all of the TSX’s requirements, including spreading its shares across a minimum number of public shareholders.
Holders of about 96 per cent of Viking’s public shares took their money back rather than stay in through the merger. The investors who stayed own less than half of one per cent of NorthStar, its Oct. 7 filing with the U.S. Securities and Exchange Commission (SEC) shows.
NorthStar’s warrants, which let holders buy a share for $US 11.50 until 2031, trade in New York as NSTR.WS and would be NSTR.WT on the TSX. The prospectus leaves NorthStar free to list the warrants in Toronto later than the shares, or to keep them off the TSX entirely.
Under an agreement signed at closing, NorthStar must also file a registration statement with the SEC by Oct. 31 so that its biggest investors, including the SPAC’s sponsor, the firm that set Viking up, can resell their shares on the market.
Key dates
| Date | What happens |
|---|---|
| Sept. 29 | Viking moves its legal home from the Cayman Islands to Canada |
| Oct. 1 | Merger closes |
| Oct. 2 | Shares start trading on NYSE American; Québec regulator approves the Canadian prospectus |
| Oct. 31 | Deadline to file U.S. registration letting large investors resell shares |
| Nov. 30 | Deadline to meet TSX listing conditions |
| About March 30, 2027 | Sale restrictions on the largest shareholders end |
Who paid the PIPE
Eight investment firms bought shares alongside the merger in a private placement known as a PIPE, short for private investment in public equity. They committed about $43 million ($US 30 million), according to their agreements filed with the AMF.
The PIPE supplied nearly three-quarters of the roughly $45 million NorthStar raised through the merger. Viking’s trust supplied a meagre sum after holders of 96 per cent of its public shares took their money back.
NorthStar’s cash from the SPAC deal Canadian dollars Cash released from the trust 12,157,010 New money from the private placement (PIPE) 32,995,643 Gross cash 45,152,653 Transaction costs −10,433,217 Promissory notes repaid −2,036,299 Deferred underwriting fee (cash portion) −174,947 Net cash 32,508,190
NorthStar had about $434,000 in cash at June 30, its SEC filing shows. The deal left it with about $32.5 million after costs and loan repayments, most of it PIPE money. The prospectus says the new money will help it expand into new markets and put its new sensors into low Earth orbit.
Cartesian, the largest investor, put in 33 per cent and ExodusPoint a little over 20 per cent. The rest came from LMR, Polar, K2, Great Point Capital, Periscope and 3i Fund.
The firms paid $US 10 a share, and each share came with extras: one of the founder shares held by Viking’s sponsor, plus a warrant. That halved their cost to about $US 5 a share.
In June, NorthStar announced a $40-million, 12-month contract to supply 3 Canadian Space Division, the Royal Canadian Air Force’s space unit, with space-surveillance data. The prospectus lists six contracts the division has awarded NorthStar, but it does not identify the June deal or put a value on any of them. It is also unclear whether the contract had been finalized by June 30, the end of the latest reported period, or how much NorthStar has been paid since.
An arbitration loss in July left NorthStar owing Spire Global about $17 million, more than half the cash it kept from the merger. The June 30 financial statements in the prospectus record the debt, but the filings do not say whether it has been paid.
Locked up until spring
NorthStar’s largest shareholders have agreed not to sell for 180 days after closing, until about the end of March. They include two holding companies of Charles Sirois, NorthStar’s executive chair, who owns 26.2 per cent of the company. Investissement Québec, the province’s investment arm, which owns 12.1 per cent, agreed to the same terms, as did the Luxembourg Future Fund and Pangaea Three Acquisition Holdings III.
A Toronto listing would give Canadian investors a home market for NorthStar’s shares, if the company meets the TSX’s conditions by Nov. 30.