UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 15, 2026
VIKING ACQUISITION CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42927 |
|
86-1872510 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
900 Third Avenue,
18th Floor
New York, NY |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (917) 423-7931
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant |
|
VACI.U |
|
The New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 par value |
|
VACI |
|
The New York Stock Exchange |
| Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
VACI.WT |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, 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 (the “Business Combination Agreement”) with NorthStar Earth and Space
Inc., a corporation existing under the Canada Business Corporations Act (the “Company” or “NorthStar”),
and Viking NS Amalgamation Corp., a corporation existing under the Canada Business Corporations Act (“NewCo”). The
transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,”
the closing of the Business Combination is referred to herein as the “Closing” and the date on which the Closing occurs
is referred to herein as the “Closing Date.” Unless otherwise defined herein, the capitalized terms used below are
defined in the Business Combination Agreement.
On May 15, 2026, Viking, NorthStar
and NewCo entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”). The Amendment (i) revises
the sequencing and mechanics of certain transactions contemplated by the Business Combination Agreement, including providing that the
redemption of Viking’s public shares will occur prior to Viking’s continuation from the Cayman Islands to Canada and prior
to the Closing; (ii) updates the structure and steps of the transactions to be effected at Closing, including with respect to share conversions,
warrant conversions and equity exchanges in connection with the Amalgamation; (iii) clarifies the intended U.S. and Canadian tax treatment
of the transactions; and (iv) makes related conforming and definitional changes to the Business Combination Agreement.
A copy of the Amendment
is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of
the Amendment is qualified in its entirety by reference thereto.
* * *
Additional Information and Where to Find It
In connection with the proposed
Business Combination, Viking intends to file 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 will include 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 document shall not constitute
a “solicitation” as defined in Section 14 of the Exchange Act. This document 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 Current Report on Form
8-K 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
Current Report on Form 8-K, 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. 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 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 Current Report on Form 8-K 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 Current Report on Form 8-K. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1 |
|
Amendment No. 1 to Business Combination Agreement, dated as of May 15 , 2026, by and among Viking Acquisition Corp. I, Viking NS Amalgamation Corp., and NorthStar Earth & Space Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XRBL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VIKING ACQUISITION CORP. I |
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|
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By: |
/s/ Håkan Wohlin |
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Name: |
Håkan Wohlin |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: May 15, 2026 |
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