the float has nothing at all to do with valuation: http://www.investopedia.com/terms/f/fullydilutedshares.asp http://www.investopedia.com/terms/m/marketcapitalization.asp restricted stock is always counted as part of the OS. always. why would the newco give 100% of their value to the shareholders of the shell company? answer: they won't. the newco will dilute SPLI shareholders massively. that's a fact.