Space SPACs are back. And the newest one arrives with something most of the 2021 class (Rocket Lab, Spire, BlackSky, Momentus) didn't have at the time: positive adjusted EBITDA.

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Satellite builder Astro Digital has agreed to merge with Proem Acquisition Corp I (NASDAQ: PAAC) at an enterprise value of about $587 million. The deal is expected to close in the first quarter of 2027.

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It joins a short list of space companies with SPAC deals in the works, including NorthStar Earth & Space and Quantum Space.

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But the price tag says more about where Astro Digital wants to go than where it is today.

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What you're actually buying

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Astro Digital is a contract builder. It designs and builds satellites for other companies' missions, and it can operate them once they're in orbit.

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Since 2018, it has delivered nearly 40 satellites to customers including NASA, the Pentagon, Boeing, and Sony. One of its platforms carried Starcloud-1, the mission that put the first Nvidia H100 chip into orbit last November to test AI computing in space.

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A few things worth knowing:

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- $25 million in revenue in 2024

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- $34 million in 2025, at a 14% adjusted EBITDA margin

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- About $50 million expected this year

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- Backlog more than doubled last year to $63 million, with $86 million targeted by year-end

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The deal could bring in up to $180 million, and about $50 million of that comes from a PIPE. That is, institutional investors commit cash up front to buy shares when the deal closes.

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Worth noting: Proem's affiliated fund is putting up half of the PIPE, which tells you the people pitching this deal are also writing a check.

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The gap between the proof and the price

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Astro Digital's track record is mostly demonstration missions and small batches. The valuation leans on something much bigger: management's aspiration of more than $500 million in revenue by 2032, a tenfold jump from this year.

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Think about that for a second.

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CEO Chris Biddy himself called it "an aspirational target, not a projection or forecast." The biggest driver, he said, is existing customers turning their announced constellation plans into real orders, going from demo satellites to hundreds.

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Put simply, Astro Digital has proven it can build satellites. It hasn't yet proven it can build them at scale, and that's what this valuation is asking you to believe.

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Even the company's own math leans forward. Management frames the deal at roughly 8x projected 2027 revenue, so the multiple rests on next year's estimate rather than revenue already booked.

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What could go wrong

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A lot can change between now and a 2027 close.

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The $180 million is a ceiling, not a floor. Of that, $130 million sits in Proem's trust and assumes no shareholders redeem, which is rarely how SPAC deals play out.

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Make no mistake: moving from demo batches to constellation-scale production lines is a different business, with bigger capital needs and much less room for error.

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If you're watching this one, don't anchor on the 2032 figure. Watch whether those customer constellation plans start turning into signed orders before the deal closes. That's the evidence this price tag really needs.

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