Filed under Rule 425
under the Securities Act of 1933, as amended
and deemed filed under Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Filing by: Viking Acquisition Corp I
Subject Viking Acquisition Corp I
SEC File No.: 001-42927
As previously disclosed, on April 16, 2026, Viking
Acquisition Corp. I, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“Viking”),
entered into a Business Combination Agreement (as amended by Amendment No. 1 to Business Combination Agreement, dated May 15, 2026, the
“Business Combination Agreement”) with NorthStar Earth & Space Inc., a corporation existing under the Canadian
Corporate Statute (“NorthStar”), and Viking NS Amalgamation Corp., a corporation existing under the Canadian Corporate
Statute.
On June 25, 2026, NorthStar and Viking issued
the following joint press release:
***
NorthStar Files Registration Statement in Connection
with Proposed Business Combination with Viking
MONTREAL and MCLEAN, Va., June 25, 2026 (GLOBE
NEWSWIRE) -- NorthStar Earth & Space Inc. (“NorthStar” or the “Company”), a global leader in Space Situational
Awareness (“SSA”) and Space Domain Awareness (“SDA”), and Viking Acquisition Corp. I (“Viking”) (NYSE:
VACI), a special purpose acquisition company, announced today the public filing of their joint registration statement on Form F-4 (the
“Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with their
proposed business combination (the “Business Combination Agreement”) announced on April 17, 2026, available here.
Stewart Bain, Founder and Chief Executive Officer
of NorthStar, said, “The public filing of our registration statement represents an important milestone in the process of becoming
a public company. The market demand for NorthStar’s differentiated space-based intelligence platform requires accelerating our long-term
growth strategy. Increased access to capital and global awareness, inherent with a public company, will enable us to expand capabilities
and deepen customer support by delivering more critical insights to stakeholders through our services.”
“This filing marks another meaningful step
toward completing our proposed business combination with NorthStar,” said N. Håkan Wohlin, Chief Executive Officer of Viking.
“Since announcing the transaction, we have continued to see strong interest in the growing importance of SSA and SDA and the critical
role companies like NorthStar can play in supporting critical infrastructure. We look forward to continuing to partner with NorthStar
as they pursue their next phase of growth.”
While the Registration Statement has not been
declared effective, and the information included is subject to review and amendment by the SEC, it contains important information about
the Company’s securities listing and the Business Combination Agreement.
The Business Combination Agreement values NorthStar
at a pre-money equity valuation of $300 million and includes a fully committed $30 million PIPE financing anchored by Cartesian Capital
Group and supported by leading Canadian and U.S. institutional investors. The proposed transaction is expected to close in Q3 2026, subject
to customary closing conditions including the Registration Statement being declared effective by the SEC. Upon closing, shares of the
combined company are expected to trade on the New York Stock Exchange under the ticker “NSTR”.
About NorthStar
NorthStar’s precise information services
identify and anticipate the position of space objects to enhance spaceflight safety. NorthStar is the first commercial service to deliver
space-based SSA and SDA capabilities on an international scale. With headquarters in Montreal, Canada, a European headquarters in Luxembourg,
and a dedicated US operation in McLean, Virginia, NorthStar addresses the ever-growing threat of space collisions as a major contribution
to empower humanity to preserve our planet.
About Viking
Viking Acquisition Corp. I is a blank check company
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses. Viking is sponsored by KingsRock Advisors, LLC, an independent global advisory firm, with securities offered
by KingsRock Securities, LLC, a FINRA member firm and SIPC. KingsRock advises on a wide range of corporate finance matters and private
capital markets transactions, including debt, hybrid, equity and M&A.
Media Contacts
NorthStar
Prosek Partners
Pro-NorthStar@Prosek.com
Viking
Gil Ottensoser
Gil.Ottensoser@viking.kingsrock.com
Additional Information and Where to Find It
In connection with the proposed Business Combination,
Viking has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), which includes a prospectus with respect
to Viking’s securities to be issued in connection with the proposed Business Combination and a proxy statement to be distributed
to holders of Viking’s Class A ordinary shares in connection with Viking’s solicitation of proxies for the vote by Viking’s
shareholders with respect to the proposed Business Combination and other matters to be described in the Registration Statement (the “Proxy
Statement”). After the SEC declares the Registration Statement effective, Viking plans to file the definitive Proxy Statement with
the SEC and to mail copies to Viking’s shareholders as of a record date to be established for voting on the proposed Business Combination
and other matters to be described in the Registration Statement. This document does not contain all the information that should be considered
concerning the proposed Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other
document that Viking may file with the SEC. Before making any investment or voting decision, investors and securityholders of Viking and
the Company are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as
all other relevant materials filed or that will be filed with the SEC in connection with the proposed Business Combination as they become
available because they will contain important information about the Company, Viking and the proposed Business Combination. Investors and
securityholders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents
filed or that will be filed with the SEC by Viking through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed by Viking may be obtained free of charge from Viking’s website at www.vikingspac.com or by directing a request to Viking Acquisition
Corp. I Attn: Corporate Secretary, 900 Third Avenue, 18th Floor, New York, NY 10022. The information contained on, or that may be accessed
through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.
Participants in the Solicitation
The Company, Viking and their respective directors,
executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the
solicitations of proxies from Viking’s shareholders in connection with the proposed Business Combination. For more information about
the names, affiliations and interests of Viking’s directors and executive officers, please refer to the final prospectus from Viking’s
initial public offering, which was dated October 30, 2025 and filed with the SEC on October 31, 2025 (the “IPO Prospectus”)
and the Registration Statement, Proxy Statement and other relevant materials filed or to be filed with the SEC in connection with the
proposed Business Combination when they become available. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, which may, in some cases, be different than those of Viking’s shareholders
generally, will be included in the Registration Statement and the Proxy Statement, when they become available. Shareholders, potential
investors and other interested persons should read the Registration Statement and the Proxy Statement carefully, when they become available,
before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a “solicitation”
as defined in Section 14 of the Exchange Act. This press release shall not constitute an offer to sell or exchange, the solicitation of
an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws
of such jurisdiction. No offering of securities in the proposed Business Combination shall be made except by means of a prospectus meeting
the requirements of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This press release includes forward-looking statements.
Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and
projections of market opportunity; financing and other business milestones; potential benefits of the proposed Business Combination and
other related transactions; and expectations relating to the proposed Business Combination and other related transactions. These statements
are based on various assumptions, whether or not identified in this press release, and on the current expectations of NorthStar’s
and Viking’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or
a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from
assumptions. Many actual events and circumstances are beyond the control of NorthStar and Viking. These forward-looking statements are
subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial,
political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed Business Combination and
other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined company
or the expected benefits of the proposed Business Combination and other related transactions; failure to realize the anticipated benefits
of the proposed Business Combination and other related transactions; ability to successfully consummate the PIPE Financing, or obtain
additional financing; ability to attract and retain qualified personnel; global economic and political conditions; the occurrence of any
event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; legal and regulatory
changes; the outcome of any legal proceedings that may be instituted against Viking or NorthStar related to the proposed Business Combination;
the effects of competition on NorthStar’s future business; the approval by Viking’s public shareholders of the Business Combination
and related transactions, the amount of redemption requests made by Viking’s public shareholders. Additional risks related to NorthStar’s
business include, but are not limited to: The development of advanced data analytics services is complex, and delays could adversely affect
NorthStar’s business and prospects; NorthStar may be unable to adequately control the costs associated with its operations and the
components necessary to develop and commercialize its data analytics technology; NorthStar may not accurately estimate future supply and
demand for its analytics services, leading to inefficiencies and hindering its ability to generate revenue and profits; NorthStar’s
expectations and targets regarding technical, pre-production, and production objectives depend on assumptions and analyses that may prove
incorrect, affecting milestone achievement; if NorthStar’s existing customers do not continue to purchase its analytics services,
its revenue and results of operations would be adversely impacted; NorthStar is an early-stage company with a history of financial losses
and expects to incur significant expenses and continuing losses from operations; NorthStar’s business plan has yet to be tested,
and it may not succeed in executing on its strategic plans, including commercialization; NorthStar relies heavily on its intellectual
property portfolio and if it is unable to protect its intellectual property rights, its business and competitive position would be harmed;
NorthStar may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause it
to incur substantial costs or limit its ability to use certain technology; governmental trade controls, including export and import controls,
sanctions, customs requirements and related regimes, could subject NorthStar to liability or loss of contracting privileges, limit its
ability to transfer technology or compete in certain markets and affect its ability to hire qualified personnel; and changes in U.S.,
Canadian and foreign government policy, including the imposition of or increases in tariffs and changes to existing trade agreements,
could have a material adverse effect on global economic conditions and NorthStar’s business, financial condition, results of operations
and prospects. Additional risks related to Viking include those factors set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the IPO Prospectus and Registration Statement, and in those documents
that Viking has filed, or will file, with the SEC.
If any of these risks materialize or Viking’s
or NorthStar’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither Viking nor NorthStar presently know or that Viking and NorthStar currently believe
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect Viking’s and NorthStar’s expectations, plans, or forecasts of future events and views as of the date of
this press release and are qualified in their entirety by reference to the cautionary statements herein. Viking and NorthStar anticipate
that subsequent events and developments will cause Viking’s and NorthStar’s assessments to change. These forward-looking statements
should not be relied upon as representing Viking’s and NorthStar’s assessments as of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither Viking, NorthStar nor any
of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
