NorthStar to go public via $300M merger with Viking (NYSE: VACI) and $30M PIPE
Rhea-AI Filing Summary
Viking Acquisition Corp. I entered into a Business Combination Agreement to merge with NorthStar Earth and Space Inc., creating “New Viking,” expected to be renamed “NorthStar” and listed on the New York Stock Exchange.
NorthStar equityholders are set to receive approximately 30,000,000 New Viking common shares based on a $300 million valuation, plus up to 10,000,000 earnout shares tied to revenue run-rate targets in 2027 and 2028 or a change of control. A concurrent $30 million PIPE Financing will provide additional capital through New Viking shares and warrants to acquire 3,000,000 New Viking shares, alongside a transfer of 3,000,000 founder shares from the sponsor.
The deal includes SPAC continuation to Canada, adoption of new articles and an equity incentive plan sized at 10% of post-closing fully diluted shares, customary covenants and closing conditions, lock-up and registration rights arrangements, and an outside date of January 31, 2027. If certain support agreements are not delivered on time and Viking terminates on that basis, the Company must reimburse up to $500,000 of Viking’s expenses.
Positive
- None.
Negative
- None.
Insights
De-SPAC takes shape with $300M valuation and $30M PIPE.
The transaction positions NorthStar to become a publicly traded company via merger with Viking Acquisition Corp. I, with a pre-money valuation of $300 million and approximately 30,000,000 New Viking common shares issued at closing. An additional 10,000,000 earnout shares hinge on revenue run-rate targets in 2027 and 2028 or a change of control.
A fully committed $30 million PIPE Financing, including warrants to acquire 3,000,000 New Viking shares and a transfer of 3,000,000 founder shares, provides incremental funding and investor alignment. Closing remains subject to shareholder approvals, Canadian court orders under the CBCA, regulatory clearances, NYSE listing of the new shares, and effectiveness of a Form F-4 Registration Statement.
Conditions such as no material adverse effect for either party, delivery of ancillary agreements and timely support agreements introduce execution risk, including an outside date of January 31, 2027. Overall, the structure is typical for a SPAC business combination and PIPE, with actual impact depending on redemptions, regulatory review, and future revenue performance against the disclosed earnout thresholds.
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement financial
PIPE Financing financial
Registration Statement on Form F-4 regulatory
Lock-Up Agreement financial
Plan of Arrangement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 | ||
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.
Business Combination Agreement
This section describes the material provisions of the Business Combination Agreement (as defined herein) but does not purport to describe all of the terms thereof. Viking (as defined herein) shareholders, warrant holders and other interested parties are urged to read such agreement in its entirety. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.
General Description of the Business Combination Agreement
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 Canadian Corporate Statute (the “Company” or “NorthStar”), and Viking NS Amalgamation Corp., a corporation existing under the Canadian Corporate Statute (“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.” In connection with the Closing, it is expected that Viking will change its name to “NorthStar” and Viking is referred to herein as “New Viking” as of the time following such change of name.
Subject to its terms and conditions, the Business Combination Agreement provides, among other things, that (1) at least one business day prior to the Closing Date, Viking will continue from the Cayman Islands to Canada (the “SPAC Continuation”), (2) The Company will conduct the Company Reorganization (as defined in the Business Combination Agreement), whereby certain Company loans, debentures, and Company Securities (as defined in the Business Combination Agreement) will be exchanged for or converted into Company Shares, (3) NewCo will amalgamate with and into the Company (the “Amalgamation”), with NewCo surviving the Amalgamation as a wholly-owned subsidiary of New Viking, pursuant to an arrangement under the applicable provisions of the Canada Business Corporations Act (the “CBCA”) and the plan of arrangement in form to be agreed upon by the parties (the “Plan of Arrangement”), and (4) New Viking will adopt amended and restated articles form to be agreed upon by the parties (the “Restated Articles”).
Transaction Consideration
The aggregate equity consideration to be issued to the Company’s equityholders in the Business Combination will be approximately 30,000,000 (the “Closing Shares”) New Viking common shares (“Common Shares”) to be authorized pursuant to the Restated Articles, based on a Company valuation of $300 million. In addition, up to 10,000,000 New Viking common shares (the “Earnout Shares”) are issuable to persons designated by a committee upon satisfaction of certain Revenue Run Rate (as defined in the Business Combination Agreement) targets in 2027 and 2028. The Earnout Shares are also issuable upon the occurrence of a Change of Control (as defined in the Business Combination Agreement). All outstanding Company warrants (other than the PIPE Warrants (as defined below)) will be converted into the right to receive RSUs under the New Viking Equity Plan (as defined below), and all outstanding stock options will be exchanged for stock options exercisable for a pro-rata portion of the Closing Shares.
Subject to, and in accordance with the terms and conditions of, the Business Combination Agreement, upon the SPAC Continuation, each then issued and outstanding Class B ordinary share of Viking will be converted into one Class B common share of Viking, and on the Closing Date, each such Class B common share will be converted into one Common Share.
Representations and Warranties
The Business Combination Agreement contains a number of representations and warranties made by the Company, Viking and Newco as of the date of the Business Combination Agreement or other specific dates solely for the benefit of certain parties to the Business Combination Agreement. In certain cases, such parties are subject to specified exceptions and materiality, Company Material Adverse Effect or SPAC Material Adverse Effect (each as defined in the Business Combination Agreement), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. The representations and warranties made under the Business Combination Agreement will not survive the Closing.
1
In the Business Combination Agreement, the Company made certain customary representations to Viking including, among others, related to the following: (1) corporate matters, including due organization, qualification and good standing; (2) capitalization; (3) authority, approval and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents and non-contravention; (4) required government approvals; (5) financial statements and internal controls; (6) compliance with laws and permits; (7) absence of certain changes and events; (8) absence of litigation; (9) employee benefits; (10) labor and employment; (11) real property; (12) intellectual property; (13) taxes; (14) environmental matters; (15) material contracts; (16) insurance; (17) certain business practices; (18) interested party transactions; and (19) brokers.
In the Business Combination Agreement, Viking and NewCo made certain customary representations and warranties to the Company including, among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) corporate authority, approval and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents, non-contravention and required governmental approvals; (3) compliance with laws; (4) employee benefit plans, (5) financial ability and the trust account; (6) taxes; (7) brokers; (8) Securities and Exchange Commission (“SEC”) reports, financial statements and the Sarbanes-Oxley Act; (9) business activities and absence of certain changes; (10) absence of litigation; (11) no outside reliance; (12) capitalization; (13) Nasdaq Stock Market quotation; (14) affiliate agreements; and (15) anti-bribery and economic sanctions.
Covenants of the Parties
The Business Combination Agreement contains certain customary covenants for transactions of this type by the Company and/or Viking, including, among others, covenants regarding: (1) the operation of their respective businesses in the ordinary course of business, in compliance with law; (2) the provision of access to their properties, books and personnel; (3) regulatory approvals; (4) trust account disbursements; (5) the Company’s obligation to deliver financial statements, proxy solicitations and other actions; (6) exclusivity and confidentiality; (7) directors’ and officers’ indemnification and insurance; (8) listing New Viking’s securities on the New York Stock Exchange; (9) Viking’s obligation to make certain public filings; (10) the SPAC Continuation; (11) preparation of the Canadian Prospectus (as defined in the Business Combination Agreement); (12) post-Closing director and officer appointments; and (13) the obligation of the Company to effect the Company Warrant Exchange (as defined in the Business Combination Agreement).
Viking and the Company also agreed to jointly prepare, and Viking agreed to file with the SEC, a registration statement on Form F-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Common Shares to be issued pursuant to the Business Combination. The Registration Statement will include a proxy statement/prospectus for the purpose of soliciting proxies from Viking’s shareholders for the matters relating to the Business Combination to be acted on at the extraordinary general meeting of Viking (the “General Meeting”), and providing such Viking shareholders with an opportunity to redeem their Viking Class A ordinary shares. In addition, Viking and the Company agreed to prepare and mutually agreed upon, and Viking agreed to file with Canadian Securities Commission, a prospectus (the “Canadian Prospectus”) in sufficient time for New Viking to become a reporting issuer in the Province of Québec on or as soon as reasonably practicable after the Closing Date, and Viking and the Company agreed to other customary covenants related to the filing of the Registration Statement and the Canadian Prospectus and the calling of the General Meeting.
The Company agreed to convene and conduct a meeting of its securityholders (the “Company Securityholders Meeting”) as soon as reasonably practicable after the Registration Statement is deemed effective by the SEC for the purpose of, among other things, considering and approving the Plan of Arrangement and the Company Reorganization, and to promptly prepare and complete a notice and information circular and any other documents required by applicable law, and to cause such documents to be sent to each securityholder of the Company and other person as required by applicable law.
2
Viking also agreed to adopt a New Viking equity incentive plan (the “New Viking Equity Plan”), which shall be a customary public company equity incentive plan in a form mutually agreed by the parties, with a total number of New Viking Common Shares equal to 10% of the New Viking Common Shares outstanding immediately following the Closing determined on a fully diluted basis.
The Company also agreed to use best efforts to deliver to Viking as promptly as possible, but in any event within (i) three weeks of the date of the Business Combination Agreement, additional Support Agreements (as defined below) executed by Company securityholders that, together with the Key Company Securityholders (other than the securityholder referenced in (ii) below), constitute the Company Required Approval (as defined in the Business Combination Agreement) and (ii) forty-five days of the date of the Business Combination Agreement, an additional Support Agreement executed by a certain Company securityholder.
Survival
None of the covenants and agreements of the parties contained in the Business Combination Agreement will survive the Closing, except for (1) those covenants and agreements that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches after the Closing, or (2) Article IX (Miscellaneous) of the Business Combination Agreement.
Conditions to Closing
The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived by all of the parties): (1) approval by the Company’s securityholders of the Plan of Arrangement at the Company Securityholders Meeting or pursuant to written consent, (2) receipt of an interim and final order pursuant to the CBCA approving the Plan of Arrangement, (3) approval by Viking’s shareholders of the Business Combination and related matters at the General Meeting, (4) the absence of any law, ruling of any governmental authority, judgment or decree which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits consummation of the Business Combination, (5) all required filings and approvals under any applicable antitrust laws will have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Business Combination under applicable antitrust laws will have expired or been terminated, (6) the Common Shares to be issued in the Business Combination will have been registered with the SEC on the Registration Statement and accepted for listing on the New York Stock Exchange or another national securities exchange mutually agreed to by the Parties in writing, and (7) the Registration Statement having become effective.
In addition, the obligations of Viking and NewCo are subject to the satisfaction or waiver of certain closing conditions, including without limitation: (1) the accuracy of the representations and warranties of the Company and the performance of the covenants and agreements of the Company, in each case subject to certain qualifiers, (2) the delivery of executed counterparts to all ancillary agreements to which the Company or any securityholder of the Company is party, (3) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement, and (4) the delivery of executed counterparts to all ancillary agreements to which the Company or certain key securityholders of the Company is party.
The obligations of the Company are subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (1) the accuracy of the representations and warranties of Viking and NewCo and the performance of the covenants and agreements of Viking and NewCo, in each case subject to certain qualifiers, (2) the absence of a SPAC Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement, (3) each of Viking’s officers and directors shall have resigned from such positions, and (4) the delivery of executed counterparts to all ancillary agreements to which Viking or NewCo or certain shareholders of Viking is party.
Termination
The Business Combination Agreement may be terminated under certain circumstances prior to the closing of the Business Combination including, but not limited to (1) by mutual written consent of Viking and the Company, (2) by either Viking or the Company if the effective time of the Amalgamation has not occurred by January 31, 2027 (the “Outside Date”), provided that the Business Combination Agreement may not be so terminated by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a closing condition on or prior to the Outside Date, (3) by either Viking or the Company if any governmental authority has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination, (4) by either Viking or the Company if the requisite approval of Viking’s shareholders is not obtained at the General Meeting or any adjournment or postponement thereof, (5) by either Viking or the Company if the requisite approval of the Company’s securityholders in respect of the Plan of Arrangement and Company Reorganization is not obtained at the Company Securityholders Meeting or any adjournment or postponement thereof, (6) by Viking if the Company is in breach of its representations, warranties or covenants or agreements of the Company set forth in the Business Combination Agreement that is uncured and render certain of the conditions to closing set forth in the Business Combination Agreement incapable of being satisfied on the Closing Date, (7) by the Company if Viking is in breach of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement that is uncured and would render certain of the conditions to closing set forth in the Business Combination Agreement incapable of being satisfied on the Closing Date, (8) by the Company, at any time prior to Viking’s receipt of requisite shareholder approval, if Viking’s board of directors changes, withdraws, withholds, qualifies or modifies, in a manner adverse to the Company, its recommendation of the Business Combination or (9) by Viking if the Company has not delivered the Additional Support Agreements (as defined in the Business Combination Agreement) executed by the relevant Company securityholders within the time frame set forth in the Business Combination Agreement.
3
If Viking validly terminates the Business Combination Agreement for the Company’s failure to deliver the Additional Support Agreements, then Company shall reimburse Viking for its out-of-pocket expenses incurred in connection with the Business Combination in an amount not to exceed $500,000. If the Business Combination Agreement is otherwise validly terminated, none of the parties to the Business Combination Agreement will have any liability under the Business Combination Agreement, except in the case of willful and material breach or fraud by a party of the Business Combination Agreement.
A copy of the Business Combination Agreement 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 Business Combination Agreement is qualified in its entirety by reference thereto.
The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Business Combination Agreement has been filed with this Current Report on Form 8-K in order to provide investors with information regarding its terms. It is not intended to provide any other factual information about Viking, the Company or NewCo. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Viking’s public disclosures.
Related Agreements
This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Related Agreements, or forms thereof, in their entirety.
Sponsor Letter Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, Viking, the Company and Viking Acquisition Sponsor I, LLC (the “Sponsor”) entered into a letter agreement (the “Sponsor Letter”) pursuant to which, among other things (1) the Sponsor agreed to vote all Class B ordinary shares of Viking (“Founder Shares”) held by it in favor of the Business Combination Agreement, the Business Combination and related proposals, (2) the Sponsor agreed that, at the Closing, it will transfer, directly or constructively, 3,000,000 Founder Shares to investors in the PIPE Financing and Viking agreed to issue to the Sponsor at closing for consideration of the Sponsor Letter, 500,000 New Viking Shares, (3) Sponsor agreed to pay SPAC Excluded Expenses unpaid under the Business Combination Agreement, and (4) the parties agreed that 10% of any Earnout Shares issued shall be allocated to Sponsor if the dollar volume-weighted average price for the New Viking Common Shares over any 20 consecutive day trading period within the 30 consecutive trading days beginning on the day immediately following the publication of New Viking’s Form 20-F or Form 6-K that evidences the satisfaction of the applicable earnout target, is greater than or equal to $10.00.
4
A copy of the Sponsor Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Sponsor Letter is qualified in its entirety by reference thereto.
Voting and Support Agreement
Concurrently with the execution and delivery of the Business Combination Agreement, Viking, the Company and certain of the Company’s securityholders entered into a Voting and Support Agreement (the “Support Agreement”) pursuant to which, among other things, each such securityholder agreed to support and vote in favor of the Plan of Arrangement.
A copy of the Support Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Support Agreements is qualified in its entirety by reference thereto.
Registration Rights Agreement
Pursuant to the terms of the Business Combination Agreement, contemporaneously with the Closing, New Viking, the Sponsor, and certain securityholders of the Company will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, (1) New Viking will agree to file, as soon as practicable (and in any event within 30 days) following the Closing Date, a registration statement covering the resale of certain Common Shares and other equity securities of New Viking held by the Sponsor and such other securityholders parties from time to time, and (2) such holders of registrable securities will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement.
A copy of the form of Registration Rights Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.
Lock-Up Agreements
Also pursuant to the terms of the Business Combination Agreement, at the Closing, certain Company securityholders will enter into a lock-up agreement (each, a “Lock-Up Agreement”), pursuant to which, among other things, each such securityholder will agree not to sell, for a period of 180 days following the Closing (subject to certain exceptions), the Common Shares held by such securityholder immediately after the effective time of the Business Combination, on the terms and subject to the conditions set forth in the Lock-Up Agreement. In addition, the Sponsor and the other parties to the letter agreement entered into by such parties with Viking in connection with Viking’s initial public offering will enter into an amendment to such letter agreement to change the lock-up period in such letter agreement to six months after the Closing Date.
A copy of the form of Lock-Up Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Lock-Up Agreement is qualified in its entirety by reference thereto.
5
PIPE Financing
Concurrently with the execution of the Business Combination Agreement, on April 16, 2026, Viking and the Company entered into Securities Purchase Agreements (the “PIPE Agreement,”) with certain institutional investors (the “PIPE Investors”). Pursuant to (i) PIPE Agreement, the PIPE Investors agreed to subscribe for and purchase, and NorthStar agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate number of shares of NorthStar equal to $30 million of New Viking Shares, on an as exchanged basis, as well as warrants to purchase shares of NorthStar which are to be converted into warrants to acquire 3,000,000 New Viking Shares at Closing (collectively, the “PIPE Financing”). Such warrants will have the same terms as the New Viking Public Warrants (as defined in the PIPE Agreement). In addition, the Sponsor agreed to transfer to the PIPE Investors an aggregate of 3,000,000 Founders Shares at Closing.
The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New Viking Shares having been approved for listing on the New York Stock Exchange; (ii) all conditions precedent to the Closing shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur substantially concurrently with the closing of the PIPE Financing; and (iii) the absence of specified adverse judgements, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the transactions contemplated by the PIPE Agreement.
The obligations of Viking and the Company to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the PIPE Agreements.
The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the material truth and accuracy of the representations and warranties of Viking and the Company in the PIPE Agreements, subject to customary bringdown standards; and (ii) material compliance by Viking and the Company with its respective covenants, agreements and conditions under the PIPE Agreements.
The PIPE Agreements provide that the parties will use commercially reasonable efforts to ensure that the securities issued to PIPE Investors (other than the Sponsor transferred shares) will be freely tradable promptly following Closing and the PIPE Agreements further grant the PIPE Investors certain customary registration rights.
The foregoing description of the PIPE Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of PIPE Agreement, a copy of which is attached as Exhibit 10.5 hereto, and the terms of which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Agreements and the PIPE Financing is incorporated by reference herein. The securities to be offered and sold in connection with the PIPE Agreement have not been registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On April 17, 2026, Viking and NorthStar issued a press release announcing the Business Combination. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated April 2026.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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 Viking under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
* * *
6
Additional Information and Where to Find It
In connection with the proposed Business Combination, Viking intends to file with the SEC the Registration Statement, 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.
7
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 for Viking’s initial public offering filed with the SEC on October 31, 2025, 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.
8
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Business Combination Agreement, dated April 16, 2026. | |
| 10.1 | Sponsor Letter Agreement, dated April 16, 2026. | |
| 10.2 | Voting and Support Agreement, dated April 16, 2026. | |
| 10.3 | Form of Amended and Restated Registration Rights Agreement. | |
| 10.4 | Form of Lock-Up Agreement. | |
| 10.5 | Form of Securities Purchase Agreement, dated April 16, 2026. | |
| 99.1 | Press Release, dated April 17, 2026. | |
| 99.2 | Investor Presentation, dated April 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
9
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: April 17, 2026 | ||
10
Exhibit 99.1
| Privileged & Confidential |  |
Press Release
NorthStar Earth & Space Announces Plans to Become Publicly Traded via Merger with Viking Acquisition Corp. I
| ● | Space economy has been growing rapidly (estimated $1.8T in 2035E); undetected and unmonitored space objects put national security, national sovereignty, and vitality of the space economy at risk, calling for robust infrastructure to protect high-value assets |
| ● | NorthStar is a highly differentiated space and satellite data analytics company established to monitor and react to active space threats, recognized as mission-critical by key defense, civil, and commercial customers |
| ● |
Transaction includes a fully committed $30 million common stock PIPE anchored by Cartesian Capital Group, with participation from leading Canadian and U.S. institutional investors |
| ● | Transaction is expected to provide the business with minimum gross proceeds of $30 million, before giving effect to any additional funds remaining in the trust account |
| ● | New capital enables NorthStar to accelerate deployment of its space-based sensor network and scale its data and analytics platform |
MONTREAL and NEW YORK, Apr. 17, 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 that they have entered into a definitive business combination agreement (the “Business Combination Agreement”). Upon closing of the transaction, shares of the combined company are expected to trade on the New York Stock Exchange under the ticker “NSTR”.
NorthStar’s planned constellation demonstrates industry-defining capabilities in delivering advanced, scalable SSA and geospatial intelligence services to commercial customers and governments. Through its network of bespoke sensors designed to monitor orbital activity and provide threat detection, NorthStar is uniquely equipped to service the rapidly growing space economy and to provide the necessary support systems to ensure satellite safety, support defense and security operations, and enable orbital sustainability.
Stewart Bain, Founder and Chief Executive Officer of NorthStar, said, “NorthStar intends to play a vital role in safeguarding orbital environments and advancing sustainability in space. At this critical juncture, becoming a public company provides NorthStar with unprecedented access to capital to scale our operations. The transaction positions NorthStar to keep pace with the challenges presented by the increased frequency of new launches and deliver greater value to stakeholders across the space industry. Our team is mission-driven as we seek to make a lasting positive impact on our planet through advanced Space Situational Awareness.”
“We are proud to partner with NorthStar, a company at the forefront of space-based intelligence and a clear leader in addressing the growing need for Space Situational Awareness,” said N. Håkan Wohlin, Chief Executive Officer of Viking. “NorthStar’s differentiated technology, strong customer interest, and scalable business model position it to capitalize on powerful secular tailwinds across defense, security, and commercial space. We believe this transaction offers a compelling opportunity for investors to participate in the next generation of space infrastructure.”
Beth Michelson, Partner at Cartesian Capital Group, added, “We are thrilled to build on our partnership with NorthStar as it enters its next phase of growth. We have been consistently impressed by NorthStar’s execution capabilities and its ability to commercialize space information and intelligence services. These strengths reinforce our conviction in NorthStar’s differentiated value proposition and long-term growth potential. As lead investor in this round, we are excited to support the company in scaling its platform, expanding its global reach, and unlocking new opportunities across the sector.”
| Privileged & Confidential | |
Transaction Overview
The transaction includes a fully committed $30 million common stock PIPE anchored by Cartesian Capital Group, with participation from leading Canadian and U.S. institutional investors, which may be satisfied through a direct subscription or the purchase and non-redemption of Viking’s existing public shares. The transaction is expected to provide the business with minimum gross proceeds of $30 million, before giving effect to any additional funds remaining in the trust account.
Under the terms of the Business Combination Agreement, the transaction values NorthStar at a pre-money valuation of $300 million. The expected proceeds from the transaction will be used to fund payload capital expenditures such as sensors to include on satellites, spacecraft integration and deployment, and non-recurring engineering expenses.
Stewart Bain and the NorthStar executive team will continue to lead the Company following the close of the transaction, with the defined goal of executing NorthStar’s growth strategy.
The boards of directors of NorthStar and Viking have each unanimously approved the proposed transaction, which is expected to close in Q3 2026, subject to customary closing conditions.
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, is serving as exclusive financial advisor, lead capital markets advisor, and sole placement agent to NorthStar, and Greenberg Traurig, LLP is serving as the Company’s legal counsel. KingsRock Advisors, LLC is serving as exclusive financial advisor to Viking. Nelson Mullins Riley & Scarborough, LLP is serving as legal counsel to Viking.
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.
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
Exhibit 99.2
Investor Presentation April 2026
© NorthStar Earth & Space, Inc. 2026 2 Disclaimer This Presentation (together with oral statements made in connection herewith, the “Presentation”) is for informational purpos es only to assist prospective purchasers in a private placement in making their own evaluation with respect to a proposed busine ss combination (the “Business Combination”) between Viking Acquisition Corp. I (“Viking”) and NorthStar Earth & Space Inc. (together with its subsidiaries , “ NorthStar”), and a proposed private placement of securities in connection with the Business Combination. This Presentation do es not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of Viking or No rthStar or any affiliates thereof. The terms of the Business Combination set forth in this Presentation are indicative, non - bin ding and subject to further discussion, negotiation and change. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally re gar ding the Business Combination is confidential, that you will not distribute, reproduce, disclose or use such information for any purpose other than for the purpose of evaluating your firm’s participation in the potential placement, that you will not distribute, reproduce, disclose or use suc h information in any way detrimental to Viking or NorthStar, and that you will return, delete or destroy this Presentation up on request. Further, by accepting this Presentation, the recipient agrees to maintain all such information in confidence until such information becomes publicly ava ila ble not as a result of any breach by recipient and comply with any other contractual obligations or laws applicable to the re cip ient. You are hereby advised that the United States securities laws restrict persons with material non - public information about a comp any obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communic ati ng such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such se cur ities on the basis of such information. The information contained herein does not purport to be all - inclusive and none of Viking, NorthStar, nor any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, e mp loyees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation, including any information based on studies, publications, surveys, or internal estimates. Prospective inve sto rs in the proposed private placement should consult with their own counsel and tax and financial advisors as to legal and related matters concerning the matters d esc ribed herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained he rein to make any investment decision. The recipient shall not rely upon any statement, representation or warranty made by any other person, firm or corpo rat ion in making its investment decision to subscribe for securities of the combined company expected to result from the Busines s C ombination (the “Combined Company”). To the fullest extent permitted by law, in no circumstances will Viking, NorthStar or any of their respective subs idi aries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employee s, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its conten ts, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise ar ising in connection therewith. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectiv es, financial situations or financial needs. This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as a men ded. This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in whi ch such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any su ch jurisdiction. Any offering of securities will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered as a private place men t to a limited number of institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securit ies Act and “Institutional Accounts” as defined in FINRA Rule 4512(c). Accordingly, any such securities must continue to be held unless a subsequent disposition is e xem pt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable re quirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of any such securities may also be subject to conditions set f ort h in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the econom ic risk of their investment for an indefinite period of time. Viking, NorthStar and their respective directors and executive o ffi cers may be deemed participants in the solicitation of proxies from Viking’s shareholders with respect to the potential Busin ess Combination. A list of the names of Viking’s directors and executive o ffi cers and a description of their interests in Viking is contained in Viking’s final prospectus relating to its initial public offering, which was filed wi th the Securities and Exchange Commission (the “SEC”) on October 31, 2025 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Viking. Additional information regarding the interests of the participants in the solicitation of proxies from the shareho lde rs of Viking with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the pr opo sed Business Combination filed by Viking when available. Certain statements in this Presentation may be considered “forward - looking statements”. Forward - looking statements herein genera lly relate to future events or the future financial or operating performance of Viking, NorthStar or the Combined Company. Fo r e xample, projections of future financial performance of the Combined Company, the Business Combination, the Combined Company’s business plan, other projecti ons concerning key performance metrics or milestones, the proceeds of the Business Combination and the Combined Company’s expecte d cash runway, and the potential effects of the Business Combination on Viking and the Combined Company, are forward - looking statements. In some ca ses, you can identify forward - looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar ter min ology. Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results t o differ materially from those expressed or implied by such forward - looking statements. This includes any projected financial information, which is for illustrative purp oses only, is based on assumptions that may not materialize, and has not been audited or reviewed by any independent auditors . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by Viking, NorthStar and their respective management, as the case may be, are inherently uncertain and subject to material change. New risks and u nc ertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to di ffe r materially from current expectations include, but are not limited to, factors beyond management’s control, including genera l e conomic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statem ents” in Viking’s final prospectus relating to its initial public offering, dated October 31, 2025, and other filings with th e S EC, as well as factors associated with companies, such as NorthStar, including anticipated trends, growth rates, and challenges in their businesses and in the marke ts in which they operate, including the factors described in the summary risk factors that will accompany this Presentation. Not hin g in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - loo king statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionar y s tatements herein. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but Viking and NorthStar, as applicable, will assert, to the fullest extent under app licable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, pr inc ipal and agent or joint venture. This Presentation does not create any obligation on the part of NorthStar, Viking or the rec ipi ent to enter into any further agreement or arrangement. Unless and until a definitive agreement has been fully executed and delivered, no contract or agreement provi din g for a transaction will be deemed to exist and none of Viking, NorthStar or the recipient will be under any legal obligation of any kind whatsoever. Accordingly, this Presentation is not intended to create for any party a right of specific performance or a right to seek any payment or d ama ges for failure, for any reason, to complete the proposed transactions contemplated herein. Certain information contained in this Presentation relates to or is based on studies, publications, surveys and NorthStar’s o r V iking’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a num ber of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while NorthStar and Viking believe the ir internal research is reliable, such research has not been verified by any independent source and NorthStar and Viking canno t g uarantee and make no representation or warranty, express or implied, as to its accuracy and completeness.
© NorthStar Earth & Space, Inc. 2026 Today’s speakers 3 • 30+ years of developing, and commercializing leading - edge technologies for aerospace applications • Led and advised on international aerospace missions across engineering, project management, and business development roles • Extensive experience as a board member for private industry and associations • Seasoned financial executive with two decades of experience building and scaling global businesses • Leads NorthStar’s U.S. subsidiary, strengthening the company’s role in the U.S. space industrial base • Partner at Cartesian Capital Group, with experience leading investments and acquisitions across 20 countries • Engineering leader driving NorthStar’s space - based sensor & data infrastructure, with satellite safety services • Experienced in terrestrial and space multidisciplinary projects across aerospace and high - tech sectors • Holds a Bachelor in Aerospace Engineering and M.A.Sc. in Mechanical & Aerospace Engineering, skilled in FEM & CFD • 30+ years of experience in global capital markets, M&A, underwriting, & complex capital solutions • Also serves as the Founder & Managing Partner at KingsRock, and engages in a range of advisory or trustee roles • Led Deutsche Bank’s global debt origination and major sovereign restructurings during the Eurozone debt crisis • 20+ years of driving revenue growth across traditional and alternative asset classes, including hedge funds and SPACs • Also, serves as the Managing Director at KingsRock • Co - founded and scaled a boutique investment bank, went on to lead SPAC investments • Holds an MBA in Finance from NYU Stern School of Business • Former U.S. Office of Space Commerce Director bringing deep policy and commercial - space insight to NorthStar’s U.S. Advisory Board • Leads NorthStar’s U.S. strategy across space - situational and space - traffic services, strengthening safety and awareness for government and industry Stewart Bain Founder & CEO Beth Michelson CFO & President, US Peter Klimas Exec. Dir. of Engineering Håkan Wohlin CEO of Viking Acquisition Corp. I Gil Ottensoser CFO of Viking Acquisition Corp. I Kevin O’Connell Key Advisor, Chairman of NorthStar US Board
© NorthStar Earth & Space, Inc. 2026 Core Team Members …and is Supported by a Seasoned Board with Deep Expertise Viking’s Strong Leadership Team is Comprised of Industry Veterans… Differentiated SPAC partner backed by KingsRock’s expertise & global network KingsRock is a global independent advisory firm that provides creative financial and strategic advisory to a range of clients across in du stries, asset classes, and geographies Global Reach Team / Partnerships Independent Advisory Excellence Nationalities 37 52 Years of Combined Experience 4,500 Countries with Direct Presence 45 Strategic Partnerships 5 Senior Advisors Worldwide 120+ Countries Served 85+ Fred Brettschneider Dr. Josef Ackermann Seth Waugh Yassine Bouhara Lou Jaffe Chairman Gil Ottensoser CFO Philipp von Girsewald Chief Strategy Officer N. Håkan Wohlin CEO 4 Industries 15+ Average Years of Senior Leadership Experience 30+
© NorthStar Earth & Space, Inc. 2026 Investment highlights 5 NorthStar Overview Industry Backdrop • NorthStar is a highly differentiated Space and Satellite data analytics company to monitor and react to active space threats • Recognized as critical by key defense, civil & commercial customers such as DARPA, 3CSD (Canadian Government), the Luxembourg Space Agency, the European SPACE Agency, etc. • 1 of 2 companies to be selected by DARPA Space Watch for their monitoring capabilities • Attractive financial profile with $30M revenues & strong profitability margins in 2026E with potential for significant cash flows in the long - term • The Space economy has been growing rapidly ( $1.8T in 2035E) (1) , calling for robust infrastructure to protect these high - value assets • Undetected and unmonitored Space objects put national security, national sovereignty & vitality of the Space economy at risk (1) McKinsey & Company, Space: The $1.8 trillion opportunity for global economic growth
© NorthStar Earth & Space, Inc. 2026 NorthStar is backed by blue chip strategic, financial and government investors 6 Strategics ~US$100M Capital injected to date Financials Governments Canadian Provincial Investor
© NorthStar Earth & Space, Inc. 2026 Our world runs on Space. It’s under threat Humanity has never been more interconnected or data - driven than it is today, and space infrastructure sits at the heart of this transformation Satellites enable global connectivity , power our economies and underpin the digital systems on which we depend every day . They provide communications in disaster zones, deliver tele - education to remote communities, monitor environmental changes, track disruptions in global supply chains, support farmers in managing their crops and keep our navigation and timing systems running Over the years, we have grown heavily reliant on data coming from or through the satellites orbiting our planet Yet this infrastructure is under increasing pressure “ ” Source: World Economic Forum , Clear Orbit, Secure Future: A Call to Action on Space Debris Excerpt from the January 2026 World Economic Forum Insight Report 7
© NorthStar Earth & Space, Inc. 2026 Active threats are increasingly common in our orbital environment China has demonstrated satellite ‘dogfighting’ — multiple spacecraft maneuvering in close coordination — a capability with clear implications for space combat Highly maneuverable Chinese satellites are operating near other spacecraft in geostationary orbit, behavior that Space Force officials say is increasingly concerning Russia is closely tracking satellites used by the German military, raising concerns about targeting and the vulnerability of space - based defense systems Satellites can now be jammed, hijacked, or physically attacked, turning space into an increasingly contested battlefield The satellite hack disrupted communications far beyond Ukraine, exposing how vulnerable commercial space systems are during conflict A powerful solar storm could rapidly increase atmospheric drag, destabilizing satellite orbits & triggering collisions within days rather than years Earth’s orbit is becoming increasingly crowded, with thousands of new satellites dramatically raising the risk of close calls and collisions A single collision can generate thousands of debris fragments, each capable of triggering further impacts in a self - sustaining cascade The U.S. military is tracking more than 300 pieces of debris from a single Chinese rocket launch, adding to an already congested low - Earth orbit Russian spacecraft have repeatedly maneuvered close to European satellites, lingering nearby for extended periods in what officials believe may be intelligence - gathering missions 8 Debris from anti - satellite weapon tests can function as an indirect means of disrupting large satellite constellations for years after the event Source: News articles These are deliberate maneuvers in space that target high - value space assets
© NorthStar Earth & Space, Inc. 2026 NorthStar addresses active threats & supports a safe Space environment 9 National security Communications Earth observation Weather monitoring Human habitat Energy production AI / datacenters Manufacturing Pharma Natural resource production Defense The Space economy estimated at $1.8 Trillion for 2035 (1) is vital for several critical industries (1) McKinsey & Company, Space: The $1.8 trillion opportunity for global economic growth NorthStar’s primary use cases Other potential secondary markets in the $1.8T Space economy
© NorthStar Earth & Space, Inc. 2026 Why NorthStar? Proven leader in active space threat monitoring utilizing space - based sensors vs. ground - based sensors only Source - agnostic & fully - adaptable data pipeline to any third - party data & sensors One of only two companies selected for DARPA Space - WATCH program to detect active threats 10 1 2 3 4 Best - in - class proprietary data analytics platform utilizing AI / ML models Capital light business model that is operationally breakeven 5
© NorthStar Earth & Space, Inc. 2026 NorthStar’s novel space - based approach closes gaps of ground - based systems Global coverage of ground - based systems, representing current gaps in observability (gray areas) Space Fence (1) (1) Ground - based radar system operated by the U.S. Space Force. Construction began in 2009 and its cost totaled ~$1.6B. The Spac e Fence became operational in 2020 11 1 NorthStar addresses low revisit rates, low quality data, gaps in coverage, and insufficient precision
© NorthStar Earth & Space, Inc. 2026 NorthStar is a data & analytics provider first - enabled by space - based sensors Delivers a fully integrated Space Domain Awareness “SDA” solution, combining: 12 Proprietary AI / ML models for space domain awareness Extensive library of model and simulation tools for precise predictions Patented concept of operations 55+ STEM individuals including backgrounds in orbital dynamics, computer systems, software, image processing and astrophysics 2
© NorthStar Earth & Space, Inc. 2026 3rd Party Data Source - agnostic data pipeline Data Processing / Applications support Integrates ground - based & space - based data sources to maintain custody of space & detect anomalies in real time 13 Data Contextualized Data Ra / Dec State Vectors Catalogue 3D Objects position & Velocity Mapping Change Detection Celestial surveillance from LEO (1) to Cislunar Simulation Plug & play with third party APIs 3 (1) Low Earth Orbit
© NorthStar Earth & Space, Inc. 2026 NorthStar’s system provides rapid detection & never loses track of the threat 06:15 PM – Initial detection of lost object by other ground - based systems; 04:15 PM – Separation of a 10cm object from 15cm JIMSAT Day 2 Day 1 NorthStar detected lost, spawned object 52x faster 14 At work for the U.S. Department of War / Department of Commerce in a live exercise 04:45 PM – Object first detected by NorthStar 07:45 PM – NorthStar is the only system to establish full custody of the object which means NorthStar will never lose track of the object 26 hours 30 min 3 hours than other ground - based systems Custody never established
© NorthStar Earth & Space, Inc. 2026 NorthStar offers a complete range of services to monitor active threats UNCORRELATED TRACKS (UCTs) IDENTIFICATION MANEUVER DETECTION & ANALYSIS PATTERN OF LIFE AND BEHAVIORAL ANALYSIS 15 SENSOR PASS SCHEDULE WATERFALL PLOT STATE VECTORS CONJUNCTION PREDICTION PHOTOMETRIC ANALYSIS NEIGHBOURHOOD (GEO) CO - ORBITAL/CO - PLANAR (LEO) See Appendix for fuller detail of services and descriptions
© NorthStar Earth & Space, Inc. 2026 Bespoke sensors in space first improve quality and then revisit rates 16 Completed Phase 1 Phase 2 Phase 3 Phase 4 • NorthStar is fully operational and uses third - party data • 80 million observations per day • Increased proprietary data enhances the quality of the system • 5+ bespoke sensors • 120 - minute revisit rate of all resident space objects • Critical mass achieved – more powerful than any combination of systems • 40+ bespoke sensors • 60 - minute revisit rate of all resident space objects • Meeting full requirements of the warfighter • 90+ bespoke sensors • 20 - minute revisit rate of all resident space objects Roadmap for deployment
© NorthStar Earth & Space, Inc. 2026 Uniquely positioned to meet the needs of the warfighter Enhancing threat detection & early warning against hostile actions in space Enabling more timely, secure, and informed decisions for joint force commanders Protecting satellite - based assets critical to C4ISR (1) , navigation, & strike coordination Supporting resilient space operations 17 “Look Wide, Look Close, Call the Shot” Space Force active threat management (1) Command, Control, Communications, Computers, Intelligence, Surveillance, and Reconnaissance which is the integrated syste m o f technologies and processes used by militaries to collect data, analyze intelligence, and coordinate forces
© NorthStar Earth & Space, Inc. 2026 NorthStar leads SDA capabilities vs. other space technology companies NorthStar's WFOV system uniquely scans for active threats with no prior knowledge of an object’s existence required 18 Space - based optical Passive RF Ground radar Ground optical 18 17 16 15 14 13 12 11 10 9 8 7 6 5 4 3 2 1 Company Private Private Private Private Private Private Private Private Private Private Type - - x x x x x x - x x x x - x - x - ض Identify active threats - - - - - X - x x x x - x - - x x x ض Scalable to warfighter specifications ض - ض - x - ض - x ض - - - - x - ض - ض Adaptable to new requirements - - - ض ض x x x x x - x ض ض x x - ض Identify anomalies (Catalogue UCTs) - - - - - - - ض ض ض ض ض ض - - ض - ض ض Multi - Source fusion capability ض Capable X Not Capable - Capability not demonstrated
© NorthStar Earth & Space, Inc. 2026 $20B $39B 2025 2035 NorthStar targets large & rapidly growing SSA market © NorthStar Earth & Space, Inc. 2026 (1) Market Research Future “Space Situational Awareness Market” Space Situational Awareness (SSA) services are critical in protecting the $1.8 Trillion global space economy 19 (1) (1) ~2X
© NorthStar Earth & Space, Inc. 2026 Globally renowned partners power NorthStar’s patented data & analytics platform x Integrated in Canada’s 3CSD operation mission for national security x Extensive IP portfolio x Plug - and - play with any API Satellite for hosted payloads Global optical sensor network data Proprietary electro - optical payload Data transfer Supplementary SSA data 20 Major Defense Contractor Satellite Internet Constellation Company Space technology companies operating across launch, satellite tracking, SSA and orbital intelligence
© NorthStar Earth & Space, Inc. 2026 Proven defense, commercial and civil customer use cases SPACE DEFENSE AGENCIES GOVERNMENT COMMERCIAL PROMINENT CLIENT RELATIONSHIPS 21 On - orbit Servicing Company Canadian Satellite Operator A European Air and Space Force Military Defense Alliance A U.S. - based Agency
© NorthStar Earth & Space, Inc. 2026 High - margin service offerings 22 EMBEDDED CUSTOMER TRAINING & ANALYTICS Fully Loaded Gross Margin % DATA PROCESSING SERVICES Transforming unusable & large observation datasets to provide a clearer operating picture Providing on - site technical training & subject - matter expertise SCANNING & DETECTION SERVICES 30% Analytics toolkit 100% Training 45% Tracking data 75% 30% Data fusion Operations services Leveraging NorthStar’s full space - based capabilities to provide higher quality & improved rate of revisits of active threats % Estimated Revenues l l l Note: Margins are subject to change on a case - by - case basis and are not standardized across all offerings
© NorthStar Earth & Space, Inc. 2026 Our 2026 financial projections 23 US$30M+ Revenue 250%+ YoY Revenue Growth % ~54% Gross Margin % ~38% EBITDA Margin %
© NorthStar Earth & Space, Inc. 2026 Public comparable company universe 24 Aerospace & Defense Space Hardware & Data Analytics Data / Security Intelligence
© NorthStar Earth & Space, Inc. 2026 Detailed transaction overview • NorthStar’s pre - money valuation of $300M Valuation • Includes a $30M common stock PIPE anchored by Cartesian Capital Group and with participation from leading Canadian and U.S. institutional investors • In addition to each newly issued subscribed PIPE share, PIPE investors will be transferred or issued 1 share and 1 warrant identical existing SPAC warrants • Assumes $100M remaining cash in trust after accounting for redemptions • Expected use of net proceeds to support efforts to expand into different markets including, launch proprietary sensors in LEO for data collection (~50%), SpaceCraft Integration & Deployment (~40%) and non - recurring engineering expenses (~10%) Financing • NorthStar shareholders would rollover 100% of their equity and are expected to hold ~58% of the outstanding pro - forma equity • Valuation shown excludes 10M share earnout based on run rate revenues of $50M in 2027 and $100M in 2028 Structure 51.5 Shares Outstanding (Millions) $10.00 Share Price ($) $515.4 Equity Value $16.0 (+) Estimated Debt (1) ($126.0) ( - ) Estimated Cash (2) $405.4 Enterprise Value TRANSACTION HIGHLIGHTS SOURCES & USES ($ MILLIONS) PRO - FORMA VALUATION ($ MILLIONS) (7) PRO - FORMA OWNERSHIP (7) 25 (1) Assumes CAD to USD spot rate of 1.37 (2) Includes estimated EOP cash in Q3 2026. Assumes CAD to USD spot rate of 1.37 (3) Ex cludes 9M shares from earnout (4) Assumes 3.0M shares purchased at $10.00 per share, SPAC Sponsor transfers 2.5M shares to PIPE Investors, and company issues 500K shares to PIPE investors (5) Includes im pac t of 2.5M SPAC Sponsor Shares transferred to PIPE Investors (6) Excludes 1M shares from earnout and includes private placement shares (7) Excludes impact from shares issuable for 7.67M public warrants, 220K p riv ate placement warrants and 3.0M PIPE warrants % Own. Shares (Millions) 58.2% 30.0 NorthStar (3) 19.4% 10.0 SPAC Investors 11.6% 6.0 PIPE Investors (4)(5) 10.8% 5.5 SPAC Sponsor (4)(5)(6) USES $300.0 Equity to NorthStar $120.0 New Cash to Balance Sheet $10.0 Illustrative Transaction Expenses $10.0 Estimated Net Debt Rollover (1)(2) Total Uses SOURCES $300.0 NorthStar Rollover Equity $100.0 SPAC Investors $30.0 PIPE Investors $10.0 Estimated Net Debt Rollover (1)(2) Total Sources $440.0 $440.0
Highly Confidential. © NorthStar Earth & Space, Inc. 2026 NORTHSTAR’S DATA - DRIVEN PLATFORM OF HIGH - FIDELITY PRODUCTS AND SERVICES IS DESIGNED TO ACHIEVE A SAFE AND SECURE ENVIRONMENT , ON EARTH AND IN SPACE Appendix
© NorthStar Earth & Space, Inc. 2026 Our products and services enable a wide range of applications SENSOR PASS SCHEDULE Assist with scheduling and coordinating observations or passes of ground - based tracking stations with specific satellites or objects of interest in orbit UNCORRELATED TRACKS (UCTS) IDENTIFICATION Detect and track objects in space that are not associated with known satellite trajectories or space objects catalogues MANEUVER DETECTION & ANALYSIS Monitor and analyse in real - time trajectory changes in a satellite’s vicinity WATERFALL PLOT Track change in longitude of a RSO over time or a series of mission events. Visualize RSO pattern of life to assess manoeuvre effectiveness, track orbit evolution, & identify critical mission events/performance PATTERN OF LIFE & BEHAVIORAL ANALYSIS Integrate multiple data sources - ground, space based, radiometric, optical to reconstruct & predict space object trajectory STATE VECTORS Automatically generate state vector via Orbit Determination Pipeline CONJUNCTION PREDICTION Determine distance between multiple satellites, in their respective orbits, using the propagated (i.e., predicted) trajectories PHOTOMETRIC ANALYSIS Identify & survey satellites, capturing changes to nominal photometric signatures, characterizing anomalous behaviour to include spinning, orientation changes, and loss of control NEIGHBOURHOOD (GEO) Continuously monitor area surrounding a specific GEO satellite or space asset to identify and track nearby objects CO - ORBITAL/CO - PLANAR (LEO) Monitor and analyze objects in Low Earth Orbit (LEO) that share the same orbital path or plane as a reference Resident Space Object (RSO) 27
© NorthStar Earth & Space, Inc. 2026 • Served as a pre - processing team to enable downstream data fusion by others is a critical gap filler • Allowed us to plug in a new sensor while maintaining compatibility across all processing workflows • Made data plug - and - play, agnostic to sensor location or provenance • With this modular construct, we continue to look for ground - and space - based optical & RF capabilities Solutions Demonstrated Precision Space Data Calibration High - Realism Simulation & Synthetic Data Sensor Development, Hosting & Deployment Commercial Crew Augmentation 28 NorthStar’s Key Value Adds Customer case study: U.S. Geospatial Intelligence Foundation Source - Agnostic Sensor Ingest & Pre - Processing Orbital Analytics & Trajectory Management Multi - INT RF + EO Sensor Fusion Space - to - Space Edge Processing
© NorthStar Earth & Space, Inc. 2026 Company snapshot & history of execution 2019 • Secured funding from Space Alliance (Telespazio, Thales Alenia Space), Telesystem, Rogers Family Trust, and Investissement Quebec • Luxembourg Government and NorthStar establish a Clean Space Centre of Excellence in Luxembourg 2021 • Collaborated with US DoC (GEO Pilot) and runs SACTs (US DoD) Meridian Cell from Luxembourg • Luxembourg Future Fund (Lux Gov) invests in NorthStar 2022 • Partnership with SES, Telespazio and Astroscale • Investment from SES, Cartesian Capital Group (and existing investors) 2023 • European operations kick off with the support of LuxIMPULSE (LSA) • Initiation of DARPA Space WATCH program 2024 • Launched first 4 satellites from New Zealand • Delivery of SDA operations support to USSF Joint Commercial Operations (JCO) International Cells 2025 • Commercialization of Space Information & Intelligence Services to commercial satellite operators • 24/5 operations support to Canadian DnD – 3CSD operation mission for national security ~$100M Capital injected 4 Satellites in orbit 96 Now Future 150 Team 74 Now Future NorthStar Canada NorthStar USA NorthStar Luxembourg Headcount: 46 Headcount: 6 Headcount: 20 NorthStar Pacific Headcount: 2 Select Investors 29 Canadian Provincial Investor
© NorthStar Earth & Space, Inc. 2026 Highly experienced leadership team & board in the space industry 30 Executive Director of Products Yann Picard Key Advisor, Chairman of NorthStar US Board Kevin O’Connell Founder and CEO Stewart Bain Chairman of the Board Charles Sirois Technical Director, Ei2 Products Nadia Rochdi Institut national agronomique Paris - Grigon CFO President, NorthStar US Beth Michelson Executive Director, Engineering Peter Klimas Leadership team Board of directors
© NorthStar Earth & Space, Inc. 2026 31 Risk Factors RISKS RELATED TO OUR OPERATIONS • The development of advanced data analytics services is complex, and delays could adversely affect our business and prospects. • We may be unable to adequately control the costs associated with our operations and the components necessary to develop and c omm ercialize our data analytics technology. • We may not accurately estimate future supply and demand for our analytics services, leading to inefficiencies and hindering o ur ability to generate revenue and profits. • Our expectations and targets regarding technical, pre - production, and production objectives depend on assumptions and analyses t hat may prove incorrect, affecting milestone achievement. • If existing customers do not continue to purchase our analytics services, our revenue and results of operations would be adve rse ly impacted. • If we are unable to integrate our analytics services into customer systems on commercially reasonable terms, our results of o per ations could be impaired. • Our future growth and success depend on our ability to grow our customer base and effectively sell to a wide variety of custo mer s. Failure to do so would adversely affect our business and prospects. • We intend to provide analytics services globally. If customers prefer local providers, our revenue could decline and our pros pec ts may be adversely affected. • If the performance characteristics of our analytics services fall short of targets or customer requirements, our ability to m ark et and sell could be harmed. • Our business depends significantly on securing and maintaining government contracts, which are subject to complex procurement pr ocesses, regulatory requirements, and budgetary constraints. Any failure to comply with these requirements or changes in gove rnm ent priorities could adversely affect our revenue and growth prospects. • Government contracts often include terms that allow for termination, reduction, or modification at the government’s discretio n, which could lead to unexpected revenue loss and impact our financial condition. • The competitive bidding process for government contracts is highly competitive and time - consuming, and we may not be successful in securing new contracts or renewing existing ones, affecting our business operations. • We may not establish or maintain supply relationships for necessary data sources or may face higher costs, delaying service i ntr oduction and impacting revenue and profits. • Our ability to scale our analytics services depends on successfully designing, engineering, and operating our data processing in frastructure. • Establishing data processing facilities involves risks, including construction, permitting, delays, cost overruns, and operat ing in new geographic areas. • Our growth may be influenced by the willingness of customers to adopt advanced data analytics solutions. • Our ability to market our services depends on the compatibility with existing customer systems and infrastructure. • If our analytics services do not meet industry standards, our business, results of operations, and prospects could be adverse ly affected. • The data analytics market is evolving and highly competitive, with competitors having greater resources and technologies that ma y be superior to ours. • Developments in alternative analytics technologies may adversely affect demand for our services. • We rely on complex data processing equipment, creating risks and uncertainties in operational performance and costs. • We pursue strategic alliances, which could adversely impact our business if unsuccessful or disadvantageous. • Certain data processing activities pose security risks. We may face financial and reputational risks due to data breaches and li ability claims. • The reduction or elimination of government incentives could adversely affect our business, financial condition, and prospects . • Our operations expose us to legal and compliance risks. Compliance is expensive, and failure may result in monetary damages a nd adverse effects on our business. • We are subject to data privacy and security regulations, which could adversely affect our business and results of operations. • Our business depends on the efforts of our senior executives and key personnel, as well as attracting and retaining skilled e mpl oyees. RISKS RELATED TO OUR FINANCIAL CONDITION • We are an early - stage company with a history of financial losses and expect to incur significant expenses and continuing losses from operations. • Our business plan has yet to be tested, and we may not succeed in executing on our strategic plans, including commercializati on. • We will need substantial additional capital in the future to fund our business and may be unable to meet our future capital r equ irements, impairing our financial position and results of operations. • Incorrect estimates or assumptions by management in the preparation of our consolidated financial statements could adversely imp act our reported assets, liabilities, income, revenue, or expenses. • Our ability to utilize any net operating losses or tax credit carryforwards to offset taxable income are subject to complex l imi tations. RISKS RELATED TO OUR INTELLECTUAL PROPERTY • We rely heavily on our intellectual property portfolio. If we are unable to protect our intellectual property rights, our bus ine ss and competitive position would be harmed. • We may need to defend ourselves against intellectual property infringement claims, which may be time - consuming and could cause u s to incur substantial costs or limit our ability to use certain technology. • We may obtain licenses on technology that has not been commercialized or has been commercialized only to a limited extent, an d t he success of our business may be adversely affected if such technology does not perform as expected. • We may face risks relating to protecting our intellectual property in various countries resulting from our international busi nes s operations.
© NorthStar Earth & Space, Inc. 2026 32 Risk Factors OTHER GENERAL RISKS RELATED TO NORTHSTAR • Governmental trade controls, including export and import controls, sanctions, customs requirements and related regimes, could su bject us to liability or loss of contracting privileges, limit our ability to transfer technology or compete in certain marke ts and affect our ability to hire qualified personnel. • Changes in U.S., Canadian and foreign government policy, including the imposition of or increases in tariffs and changes to e xis ting trade agreements, could have a material adverse effect on global economic conditions and our business, financial conditi on, results of operations and prospects. • We are subject to U.S., Canadian and foreign anti - corruption, anti - bribery, anti - money laundering, financial and economic sancti ons and similar laws and regulations. We can face criminal liability and other serious consequences for violations, which can ha rm our business. • Our insurance coverage may not be adequate to protect us from all business risks. • From time to time, we may be involved in legal proceedings and commercial or contractual disputes, which could have an advers e i mpact on our financial condition and results of operations. • We believe that our technology enables a variety of business models, including but not limited to sole manufacturing, joint v ent ures, and licensing, each of which may involve certain risks and tradeoffs. • Changes in U.S., Canadian and foreign tax laws could have a material adverse effect on our business, financial condition or r esu lts of operations. • We are exposed to risks related to the use of artificial intelligence by us, our suppliers, partners and competitors. • Evolving scrutiny and changing expectations from global regulators and our stakeholders regarding our environmental, social a nd governance (ESG) practices and value proposition could adversely affect our business, brand and reputation. • We may be negatively impacted by epidemics, pandemics, and other outbreaks. • Our facilities or operations could be damaged or adversely affected by natural disasters and other catastrophic events outsid e o f our control. • Any economic, financial or banking crisis, or perceived threat of such a crisis, including a significant decrease in consumer co nfidence, may materially and adversely affect our business, financial condition and results of operations. • Inflation and increased interest rates may adversely affect our financial condition and results of operations. • Our ability to manage our business is highly dependent on IT systems and our website, systems, and data may be subject to int ent ional or inadvertent disruption, security incidents, or alleged violations of laws, regulations, or other obligations relatin g t o data handling could adversely impact our reputation and future sales. RISKS RELATED TO THE BUSINESS COMBINATION • The consummation of the Business Combination is subject to a number of conditions and, if such conditions are not satisfied o r w aived, any definitive agreement with respect to the Business Combination may be terminated in accordance with its terms and t he Business Combination may not be completed. • Our management has limited experience in operating a public company. • We will incur significant expenses and administrative burdens as a public company, which could have an adverse effect on our bus iness, financial condition, and results of operations. • We will be required to develop and maintain proper and effective internal control over financial reporting. • We will be controlled or substantially influenced by Viking’s founders, whose interests may conflict with other stockholders. • Subsequent to consummation of the Business Combination, we may be required to subsequently take write - downs or write - offs, restr ucturing and impairment or other charges that could have a significant negative effect on our financial condition, results of op erations and the price of our common stock. • The ability of Viking’s shareholders to exercise redemption rights prior to the consummation of the Business Combination may pre vent us from achieving an optimal capital structure. • Viking and NorthStar will incur substantial transaction costs in connection with the Business Combination. • The Sponsor and other insiders of Viking or NorthStar may elect to purchase Viking public shares, which may reduce the public fl oat of such shares. • We are an emerging growth company and a smaller reporting company under applicable U.S. securities laws and SEC rules, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller report in g companies,” this could make our securities less attractive to investors and may make it more difficult to compare our perform anc e with other public companies. • The price of our shares of common stock and warrants may be volatile. • Viking’s outstanding warrants will become exercisable for shares of common stock, which would increase the number of shares e lig ible for future resale in the public market and result in dilution to our stockholders. • If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our mark et, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities co ul d decline. • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.
FAQ
What business combination did Viking Acquisition Corp. I (VACI) announce with NorthStar?
What are the key terms of the $30 million PIPE Financing linked to Viking (VACI) and NorthStar?
What conditions must be met before the Viking–NorthStar business combination can close?
When is the outside date for completing the Viking (VACI) and NorthStar merger, and can the deal be terminated?
What lock-up and equity incentive arrangements are included in the Viking–NorthStar deal?
Filing Exhibits & Attachments
12 documentsPress Releases
Agreements & Contracts
- EX-10.1 SPONSOR LETTER AGREEMENT, DATED APRIL 16, 2026 45.5 KB
- EX-10.2 VOTING AND SUPPORT AGREEMENT, DATED APRIL 16, 2026 64.4 KB
- EX-10.3 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 152.5 KB
- EX-10.4 FORM OF LOCK-UP AGREEMENT 28.7 KB
- EX-10.5 FORM OF SECURITIES PURCHASE AGREEMENT, DATED APRIL 16, 2026. 338.6 KB