Filed
by NorthStar Earth & Space Inc.
Pursuant
to 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
Subject
Company: 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.
