Viking Acquisition Corp I 8-K

What Happened

• On April 16, 2026 (reported April 17, 2026), Viking Acquisition Corp. I entered into a Business Combination Agreement to combine with NorthStar Earth and Space Inc. The deal contemplates Viking continuing (redomiciling) from the Cayman Islands to Canada before closing, an amalgamation with a newly formed Canadian NewCo, and an expected post-close name change to “NorthStar.” The agreement sets equity consideration and related arrangements for moving forward as a public company listed on a U.S. exchange.

Key Details

• Closing equity: ~30,000,000 New Viking common shares to be issued to NorthStar securityholders (implied company valuation $300 million).
• Earnout: Up to 10,000,000 additional New Viking shares issuable if specified 2027–2028 revenue targets or a Change of Control are met.
• PIPE financing: Institutional PIPE for $30 million in New Viking shares plus warrants convertible into warrants for 3,000,000 New Viking shares; Sponsor to transfer 3,000,000 Founder Shares to PIPE investors.
• Corporate actions & approvals: Viking will file an F-4 registration statement (including a proxy/prospectus) and a Canadian prospectus, seek Viking shareholder approval and Company securityholder approval, and expects New Viking Common Shares to be accepted for listing on the NYSE (or another agreed national exchange). The agreement includes an Outside Date of January 31, 2027.

Why It Matters

• This is a de-SPAC business combination that would turn Viking from a blank‑check SPAC into an operating public company (NorthStar). The PIPE provides $30M of committed cash at closing, which supports the combined company’s balance sheet, but the transaction will dilute existing holders (issuance of ~30M shares plus potential earnout shares and PIPE warrants). Closing is subject to multiple approvals and regulatory filings (SEC registration, Canadian and Canadian court approvals, NYSE listing), so the transaction is not final until those conditions are satisfied. Post-close lock-ups (typically ~180 days) and sponsor commitments are in place, which can limit immediate share sales by insiders. Investors should watch the proxy/Court filings, the Registration Statement effectiveness, and the scheduling of shareholder meetings for voting and redemption options.