Viking Acquisition Corp I 8-K

What Happened
Viking Acquisition Corp. I (VACI) announced on May 15, 2026 that it, NorthStar Earth & Space Inc. and Viking NS Amalgamation Corp. executed Amendment No. 1 to their Business Combination Agreement (originally entered April 16, 2026). The Amendment revises the sequencing and mechanics of the proposed merger — notably requiring redemptions of Viking’s public shares to occur before Viking’s continuation from the Cayman Islands to Canada and before the Closing — and updates how share conversions, warrant conversions and equity exchanges will be handled in connection with the Amalgamation. The Amendment also clarifies the intended U.S. and Canadian tax treatment of the transactions. A copy of the Amendment is filed as Exhibit 2.1 to the Form 8-K.

Key Details

• Parties: Viking Acquisition Corp. I, NorthStar Earth & Space Inc., and Viking NS Amalgamation Corp. (NewCo).
• Amendment date: May 15, 2026 (original Business Combination Agreement dated April 16, 2026).
• Sequencing change: Viking public-share redemptions will occur before continuation to Canada and prior to the Closing.
• Other changes: updates to share/warrant conversion and equity exchange mechanics; clarification of intended U.S. and Canadian tax treatment.
• Next steps: Viking intends to file a Form F-4 registration statement (including a proxy/prospectus) with the SEC and will mail a definitive proxy after SEC effectiveness.

Why It Matters
The amendment changes the order and mechanics of closing steps that directly affect public shareholders’ redemption rights and the post-deal capitalization process. Requiring redemptions before continuation to Canada could influence who remains a shareholder at Closing and the amount of cash returned to public holders. Clarified tax treatment gives investors clearer guidance on potential U.S. and Canadian tax consequences of the transaction. Viking’s planned Form F-4 and proxy mean shareholders will receive formal disclosure and a vote before the Business Combination can close.