{"url_path":"/sec/vaci/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2080023/0001213900-26-057890-index.html","accession_number":"0001213900-26-057890","cik":"0002080023","ticker":"VACI","issuer_name":"Viking Acquisition Corp I","edgar_url":"https://www.sec.gov/Archives/edgar/data/2080023/0001213900-26-057890-index.html","primary_entity_key":"0002080023","primary_entity_name":"Viking Acquisition Corp I"},"word_count":1963,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n  \n\nAs previously announced, on\nApril 16, 2026, Viking Acquisition Corp. I, an exempted company limited by shares incorporated under the Laws of the Cayman Islands (“**Viking**”),\nentered into a Business Combination Agreement (the “**Business Combination Agreement**”) with NorthStar Earth and Space\nInc., a corporation existing under the Canada Business Corporations Act (the “**Company**” or “**NorthStar**”),\nand Viking NS Amalgamation Corp., a corporation existing under the Canada Business Corporations Act (“**NewCo**”). The\ntransactions contemplated by the Business Combination Agreement are referred to herein as the “**Business Combination**,”\nthe closing of the Business Combination is referred to herein as the “**Closing**” and the date on which the Closing occurs\nis referred to herein as the “**Closing Date**.” Unless otherwise defined herein, the capitalized terms used below are\ndefined in the Business Combination Agreement.\n\n \n\nOn May 15, 2026, Viking, NorthStar\nand NewCo entered into Amendment No. 1 to Business Combination Agreement (the “**Amendment**”). The Amendment (i) revises\nthe sequencing and mechanics of certain transactions contemplated by the Business Combination Agreement, including providing that the\nredemption of Viking’s public shares will occur prior to Viking’s continuation from the Cayman Islands to Canada and prior\nto the Closing; (ii) updates the structure and steps of the transactions to be effected at Closing, including with respect to share conversions,\nwarrant conversions and equity exchanges in connection with the Amalgamation; (iii) clarifies the intended U.S. and Canadian tax treatment\nof the transactions; and (iv) makes related conforming and definitional changes to the Business Combination Agreement.\n\n \n\n*A copy of the Amendment\nis filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of\nthe Amendment is qualified in its entirety by reference thereto.*\n\n \n\n*** * ***\n\n \n\n**Additional Information and Where to Find It**\n\n \n\nIn connection with the proposed\nBusiness Combination, Viking intends to file with the Securities and Exchange Commission (the “**SEC**”) a registration\nstatement on Form F-4 (the “**Registration Statement**”) under the Securities Act of 1933, as amended (the “**Securities\nAct**”), which will include a prospectus with respect to Viking’s securities to be issued in connection with the proposed\nBusiness Combination and a proxy statement to be distributed to holders of Viking’s Class A ordinary shares in connection with Viking’s\nsolicitation of proxies for the vote by Viking’s shareholders with respect to the proposed Business Combination and other matters\nto be described in the Registration Statement (the “**Proxy Statement**”). After the SEC declares the Registration Statement\neffective, Viking plans to file the definitive Proxy Statement with the SEC and to mail copies to Viking’s shareholders as of a\nrecord date to be established for voting on the proposed Business Combination and other matters to be described in the Registration Statement.\nThis document does not contain all the information that should be considered concerning the proposed Business Combination and is not a\nsubstitute for the Registration Statement, Proxy Statement or for any other document that Viking may file with the SEC. Before making\nany investment or voting decision, investors and securityholders of Viking and the Company are urged to read the Registration Statement\nand the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed\nwith the SEC in connection with the proposed Business Combination as they become available because they will contain important information\nabout the Company, Viking and the proposed Business Combination. Investors and securityholders will be able to obtain free copies of the\nRegistration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by Viking through\nthe 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\nwebsite at www.vikingspac.com or by directing a request to Viking Acquisition Corp. I Attn: Corporate Secretary, 900 Third Avenue, 18th\nFloor, New York, NY 10022. The information contained on, or that may be accessed through, the websites referenced in this document is\nnot incorporated by reference into, and is not a part of, this document.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company, Viking and their\nrespective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be\nparticipants in the solicitations of proxies from Viking’s shareholders in connection with the proposed Business Combination. For\nmore information about the names, affiliations and interests of Viking’s directors and executive officers, please refer to the final\nprospectus from Viking’s initial public offering, which was dated October 30, 2025 and filed with the SEC on October 31, 2025 (the\n“**IPO Prospectus**”) and the Registration Statement, Proxy Statement and other relevant materials filed or to be filed\nwith the SEC in connection with the proposed Business Combination when they become available. Additional information regarding the participants\nin the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those\nof Viking’s shareholders generally, will be included in the Registration Statement and the Proxy Statement, when they become available.\nShareholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully,\nwhen they become available, before making any voting or investment decisions. You may obtain free copies of these documents from the sources\nindicated above.\n\n \n\n1\n\n \n\n \n\n**No Offer or Solicitation**\n\n \n\nThis document shall not constitute\na “solicitation” as defined in Section 14 of the Exchange Act. This document shall not constitute an offer to sell or exchange,\nthe solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval,\nnor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful\nunder the laws of such jurisdiction. No offering of securities in the proposed Business Combination shall be made except by means of a\nprospectus meeting the requirements of the Securities Act or an exemption therefrom.\n\n  \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form\n8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,”\n“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”\n“expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”\n“seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends\nor that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding\nestimates and forecasts of other financial and performance metrics and projections of market opportunity; financing and other business\nmilestones; potential benefits of the proposed Business Combination and other related transactions; and expectations relating to the proposed\nBusiness Combination and other related transactions. These statements are based on various assumptions, whether or not identified in this\nCurrent Report on Form 8-K, and on the current expectations of NorthStar’s and Viking’s management and are not predictions\nof actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and\nmust not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual\nevents and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances\nare beyond the control of NorthStar and Viking. These forward-looking statements are subject to a number of risks and uncertainties, including\nbut not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the\nparties to successfully or timely consummate the proposed Business Combination and other related transactions, including the risk that\nany regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements\nor other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the proposed Business\nCombination and other related transactions; failure to realize the anticipated benefits of the proposed Business Combination and other\nrelated transactions; ability to successfully consummate the PIPE Financing, or obtain additional financing; ability to attract and retain\nqualified personnel; global economic and political conditions; the occurrence of any event, change or other circumstance that could give\nrise to the termination of the Business Combination Agreement; legal and regulatory changes; the outcome of any legal proceedings that\nmay be instituted against Viking or NorthStar related to the proposed Business Combination; the effects of competition on NorthStar’s\nfuture business; the approval by Viking’s public shareholders of the Business Combination and related transactions, the amount of\nredemption requests made by Viking’s public shareholders. Additional risks related to NorthStar’s business include, but are\nnot limited to: The development of advanced data analytics services is complex, and delays could adversely affect NorthStar’s business\nand prospects; NorthStar may be unable to adequately control the costs associated with its operations and the components necessary to\ndevelop and commercialize its data analytics technology; NorthStar may not accurately estimate future supply and demand for its analytics\nservices, leading to inefficiencies and hindering its ability to generate revenue and profits; NorthStar’s expectations and targets\nregarding technical, pre-production, and production objectives depend on assumptions and analyses that may prove incorrect, affecting\nmilestone achievement; if NorthStar’s existing customers do not continue to purchase its analytics services, its revenue and results\nof operations would be adversely impacted; NorthStar is an early-stage company with a history of financial losses and expects to incur\nsignificant expenses and continuing losses from operations; NorthStar’s business plan has yet to be tested, and it may not succeed\nin executing on its strategic plans, including commercialization; NorthStar relies heavily on its intellectual property portfolio. If\nit is unable to protect its intellectual property rights, its business and competitive position would be harmed; NorthStar may need to\ndefend itself against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial costs\nor limit its ability to use certain technology; governmental trade controls, including export and import controls, sanctions, customs\nrequirements and related regimes, could subject NorthStar to liability or loss of contracting privileges, limit its ability to transfer\ntechnology or compete in certain markets and affect its ability to hire qualified personnel; and changes in U.S., Canadian and foreign\ngovernment policy, including the imposition of or increases in tariffs and changes to existing trade agreements, could have a material\nadverse effect on global economic conditions and NorthStar’s business, financial condition, results of operations and prospects.\nAdditional risks related to Viking include those factors set forth in the section entitled “Risk Factors” and “Cautionary\nNote Regarding Forward-Looking Statements” in the IPO Prospectus, and in those documents that Viking has filed, or will file, with\nthe SEC.\n\n \n\n \n\nIf any of these risks materialize\nor Viking’s or NorthStar’s assumptions prove incorrect, actual results could differ materially from the results implied by\nthese forward-looking statements. There may be additional risks that neither Viking nor NorthStar presently know or that Viking and NorthStar\ncurrently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.\nIn addition, forward-looking statements reflect Viking’s and NorthStar’s expectations, plans, or forecasts of future events\nand 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\nherein. Viking and NorthStar anticipate that subsequent events and developments will cause Viking’s and NorthStar’s assessments\nto change. These forward-looking statements should not be relied upon as representing Viking’s and NorthStar’s assessments\nas 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\nstatements. Neither Viking, NorthStar nor any of their respective affiliates undertake any obligation to update these forward-looking\nstatements, except as required by law.\n\n \n\n2"}