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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):
September 28, 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 per share |
|
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 7.01 Regulation FD Disclosure.
On
September 28, 2026, Viking Acquisition Corp. I, an exempted company limited by shares incorporated under the Laws of the Cayman Islands
(the “Company”) issued a press release. The press release is attached hereto as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated September 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL 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.
| |
VIKING ACQUISITION CORP. I |
| |
|
| |
By: |
/s/ Håkan Wohlin |
| |
Name: |
Håkan Wohlin |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: September 28, 2026 |
|
|
Exhibit 99.1
Viking Acquisition Corp. I to Complete Business
Combination with NorthStar Earth & Space Inc.
Transaction expected to close on September 30,
2026; first day of trading expected on October 1, 2026
MONTREAL and NEW YORK, September 28, 2026 –
Viking Acquisition Corp. I (NYSE: VACI) (“Viking”), a special purpose acquisition company, is pleased to announce that
the previously announced business combination (the “Business Combination”) with NorthStar Earth & Space Inc. (“NorthStar”),
a global leader in Space Situational Awareness (“SSA”) and Space Domain Awareness (“SDA”), is expected to close
on Wednesday, September 30, 2026, upon satisfaction of customary closing conditions.
In connection with the closing of the Business
Combination, Viking will transfer its listing from the New York Stock Exchange to NYSE American. Following the closing and effective Thursday,
October 1, 2026, the combined company will operate as NorthStar Earth & Space Enterprises, Inc., and its common shares and public
warrants will begin trading on NYSE American under the symbols “NSTR” and “NSTR.WS,” respectively.
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.
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 New York, NorthStar addresses the ever-growing threat of space collisions as a major contribution to empower
humanity to preserve our planet.
No Offer or Solicitation
This communication shall not constitute a “solicitation”
as defined in Section 14 of the Exchange Act. This communication is for informational purposes only and 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 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 communication 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 the expected closing date of the Business Combination; the expected first
day of trading of shares of the combined company on NYSE American; the anticipated transfer of the listing from the New York Stock Exchange
to NYSE American; the expected benefits of the Business Combination; and other statements regarding future events. These statements are
based on various assumptions, whether or not identified in this communication, 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 Business Combination and other
related transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected benefits of the Business Combination; failure to satisfy closing
conditions to the Business Combination and other related transactions; failure to realize the anticipated benefits of the Business Combination
and other related transactions; ability to successfully consummate the previously announced private placement 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 between Viking and NorthStar; legal
and regulatory changes; the outcome of any legal proceedings that may be instituted against Viking or NorthStar related to the Business
Combination; and changes in domestic and foreign business, market, financial, political, and legal conditions. 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 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. 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 Definitive Proxy Statement/Prospectus filed with the SEC on August 12, 2026, as amended,
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 communication 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
communication. 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.
Media Contacts
Viking
Gil Ottensoser
Gil.Ottensoser@kingsrock.com
NorthStar
Prosek Partners
Pro-NorthStar@Prosek.com
