Viking Acquisition Corp I

Sponsor economics as stated in this version: the Sponsor and directors paid $25,000 in aggregate for the Viking Founder Shares, about $0.00326 per share, and $3,500,000 for 350,000 private placement units. At closing the Sponsor transfers 3,000,000 Founder Shares to the PIPE Investors and receives 500,000 Viking Common Shares for the Sponsor Letter, plus 10% of any Earnout Shares once the 20-day VWAP reaches $10.00. The PIPE Financing is $30,000,000 of New NS Common Shares at $10.00 plus warrants for 3,000,000 shares. Trust at March 31, 2026: C$325,246,833, C$14.14 per public share.

The economics did not move with that BCA amendment. This version restates the same $30,000,000 PIPE Financing at $10.00 per New NS Common Share plus warrants for 3,000,000 shares, the same Sponsor transfer of 3,000,000 Founder Shares to the PIPE Investors and 500,000 shares for the Sponsor Letter plus 10% of any Earnout Shares, and the same trust table at March 31, 2026: C$325,246,833 over 23,000,000 public shares, C$14.14 per share, C$13.58 after deferred underwriting fees. Those figures persist unchanged through Amendment No. 4.

While no redemption mechanics or trust accounting items are altered here, the filing advances the merger timeline by establishing that definitive proxy materials—and therefore actionable redemption windows and shareholder votes—will be distributed immediately upon SEC effectiveness of the Registration Statement. On substance, NorthStar’s press release announces a contract under the ESA Space Safety Program and CSA funding to develop machine learning models capable of detecting faint space objects directly onboard satellites. The filing attributes to NorthStar Founder & CEO Stewart Bain the statement that processing observations at the orbital edge will improve object detection, reduce latency, increase observation throughput, and deliver time-sensitive data to governments, satellite operators, and commercial users more quickly. Concurrently, the filing’s forward-looking statements and risk disclosures attribute explicit warnings to management and counsel: NorthStar is characterized as an early-stage company with a history of financial losses that expects to incur significant ongoing operating expenses, its business plan has yet to be tested, and success depends on completing the transaction, securing PIPE Financing, retaining existing customers, protecting intellectual property, and navigating export controls and regulatory environments. Investors tracking deal completion probability, redemption triggers, or sponsor support language should treat this as an intermediate procedural update and defer to the forthcoming definitive Proxy Statement for exact voting records, trust distribution mechanics, and any cash-to-be-won or redemption condition specifics.

This is the baseline that four later amendments revise. It already states the terms that survive unchanged through Amendment No. 4 (August 10, 2026): PIPE Agreements exchanged for $30,000,000 of New NS Common Shares at $10.00 per share plus warrants for 3,000,000 shares; the Sponsor transferring 3,000,000 Founder Shares to the PIPE Investors and receiving 500,000 shares for the Sponsor Letter plus 10% of any Earnout Shares; and a trust of C$325,246,833 over 23,000,000 public shares at March 31, 2026, C$14.14 per share and C$13.58 after deferred underwriting fees.

Holders of Viking’s public shares now wait for the definitive Proxy Statement to receive the exact redemption deadline, voting schedule, and any proposed trust liquidation or extension terms. The confirmed $30 million PIPE mitigates immediate funding execution risk, while the $300 million pre-money valuation establishes the baseline for post-combination equity distribution. Investors should weigh this valuation against NorthStar’s own risk disclosures, which attribute the characterization of the company as early-stage with a history of financial losses, expect significant continuing expenses, and acknowledge that its business plan has yet to be tested. Because redemption mechanics, sponsor conduct provisions, and detailed compensation arrangements are reserved for the upcoming Proxy Statement, investors must monitor subsequent SEC filings for SEC comment resolution, lock-up specifications, and any alterations to the trust distribution framework before the shareholder vote convenes.

For redemption tracking, the absence of a fixed record date or meeting schedule means capital uncertainty persists until the definitive Proxy Statement is mailed, at which point the exact redemption exercise window will be published. The locked-in $30 million PIPE de-risks operational funding but signals near-term equity issuance. Regarding fundamentals and strategy: Stewart Bain, Founder and Chief Executive Officer of NorthStar, stated that market demand for their 'differentiated space-based intelligence platform' necessitates accelerating long-term growth, and that public listing will allow them to 'expand capabilities and deepen customer support.' N. H kan Wohlin, Chief Executive Officer of Viking, noted strong institutional interest in Space Situational Awareness ('SSA') and Space Domain Awareness ('SDA'). NorthStar characterizes itself as the first commercial entity delivering space-based SSA and SDA capabilities internationally, operating from Montreal, Luxembourg, and McLean, Virginia to mitigate space collision risks. The filing's risk factors explicitly disclose that NorthStar is an 'early-stage company with a history of financial losses,' anticipates 'significant expenses and continuing losses from operations,' and that its 'business plan has yet to be tested.' No customer lists, historical revenue figures, market size data, or active litigation details are provided beyond standard boilerplate warnings about potential future legal proceedings and intellectual property exposure.

Although the submission leaves the existing merger timeline and shareholder mechanics unchanged, it materially refreshes the commercial backdrop against which public shareholders will calibrate their redemption calculus prior to the anticipated proxy solicitation. NorthStar publicly discloses a contract with the Royal Canadian Air Force’s 3 Canadian Space Division valued at 'more than CAD$40 million over 12 months' to integrate space-based surveillance capabilities into mission operations. NorthStar claims it processes 'millions of images and observations' collected from space- and ground-based sensors using patented satellite imagery to continuously scan near-Earth orbits, positioning itself as the first commercial SSA firm leveraging space-based assets. Founder and CEO Stewart Bain describes the deployment as a 'milestone in the use of commercial innovation to protect Canadian interests in space,' while RCAF Brig.-Gen Christopher Horner states the partnership delivers 'decisional advantage in both peacetime and conflict' and equips forces with 'mission-ready tools.' Minister Hon. M lanie Joly attributes the arrangement to Canada’s Defence Industrial Strategy, asserting it will 'advance Canada’s satellite capacity and equip our Armed Forces with mission-ready tools.' Concurrently, the filing’s embedded risk factors warn that NorthStar is 'an early-stage company with a history of financial losses and expects to incur significant expenses and continuing losses from operations,' that its business plan has yet to be tested, and that inaccurate supply-demand estimates could impede revenue generation. The presence of a quantified government contract adjacent to the F-4 filing timeline may alter sponsor credibility assessments and retail redemption thresholds heading into the formal proxy vote.

This document is the primary disclosure for shareholders to evaluate the proposed business combination. It provides the trust account value per share ($10.06), redemption mechanics, dilution analysis, sponsor compensation, earnout structure, and detailed risk factors. Shareholders will use this to decide whether to vote for the deal or redeem their shares. The filing also reveals that NorthStar is a space-based data analytics company with significant government contracts but also has a history of losses, material litigation with Spire Global, and a going concern uncertainty. The pro forma information shows that under a no-redemption scenario, NorthStar shareholders would own 45.7% of the combined company, while public shareholders would own 35.8%. The trust account value is $10.06 per share, which is above the $10.00 IPO price, so redemptions may be higher.

The most material development is the April 16, 2026 business combination announcement with NorthStar Earth and Space Inc., a Canadian space-based data and services company, which represents the target identification for this SPAC. The trust value per share at $10.15 provides a benchmark for shareholders evaluating the proposed deal. The going concern disclosure suggests the SPAC has limited cash runway outside the trust to consummate the deal, so execution risk is elevated if the merger is delayed or fails. The PIPE structure – including Sponsor forfeiting 3 million Founder Shares to PIPE investors – indicates a significant dilution event for early sponsor equity, a potential positive signal about deal quality but also a sign of the market pricing challenges for this SPAC.

The pre-Closing redemption sequencing dictates that cash flows from the trust will be distributed before the jurisdictional shift, altering the mechanical timing for redemptions and determining the exact post-redemption share count and warrant exercisable amounts available to PIPE investors and converting securityholders. The explicit voting threshold and mandatory director resignation/swap confirm full governance transition mechanics and establish the exact margin required for shareholder approval. Regarding broader substance, the filing’s risk factor disclosures, authored by NorthStar and Viking management, characterize NorthStar as an early-stage company with a history of financial losses that expects to incur significant continuing expenses and operate under an untested business plan. According to management’s forward-looking statements and risk assessments cited in the document, commercial uncertainty stems from the complexity of developing advanced data analytics services, difficulty controlling operational costs, potential misestimates of future supply and demand, heavy reliance on intellectual property portfolios vulnerable to infringement claims, and exposure to governmental trade controls, sanctions, and tariff changes. These assertions are attributed directly to the companies’ management disclosures. The filing also advances the regulatory calendar by confirming the pending requirement to file a Form F-4 Registration Statement and definitive Proxy Statement, which will trigger the formal proxy solicitation and record date for the redemption vote.

By locking redemption and trust distribution ahead of the international jurisdictional migration, the amendment dictates the exact cash-exit window for public shareholders and determines whether departing holders forfeit any residual rights in the Canadian successor entity. The fixed voting threshold and the proportional Founder-Share reallocation to PIPE participants structurally cap sponsor dilution, define lock-up exposure, and directly shape the post-merger capital table that public investors evaluate before tendering. Regarding the underlying business, NorthStar’s management attributes to the combined company a strategy centered on developing advanced data analytics services, while the filing’s risk disclosures—attributed to NorthStar’s management—note the company’s early-stage classification, history of recurring financial losses, reliance on protecting an intellectual property portfolio, dependence on retaining existing customers for future revenue, and a yet-untested commercialization plan. These attributed commercial and technical risk factors provide essential due diligence context for weighing the proposed transaction against alternative capital preservation routes before the definitive proxy materials distribute.

The $30 million minimum cash delivery guarantee defines the lowest possible post-merger liquidity pool, establishing that while redemptions will drain excess trust, NorthStar cannot be starved of operating capital below that level—though it confirms proportional public share dilution. From a corporate development standpoint, the filing surfaces near-term execution volatility alongside contracted demand: NorthStar reports four operational satellites in orbit toward a stated 96-satellite constellation, but simultaneously discloses active arbitration against Spire alleging breach of contract, willful misconduct, and fraudulent misrepresentation regarding one lost cube sat and three units that failed to produce contract-compliant imagery, with an evidentiary hearing held in January 2026 and Spire’s blanket denial on record. Commercial traction includes engagements with the United States Space Force, NATO, the European Space Agency, the Canadian Space Agency, and a commercial contract with the UAE’s Space42 PLC. Capability claims come from NorthStar’s own investor presentation, which projects over $30 million in 2026 revenue, processes 80 million observations daily, and asserts detection speeds 52 times faster than select ground-based alternatives. Personnel data lists 74 current employees (approximately 40 in Quebec, 20 in Luxembourg) with stated intent to double the workforce medium-term. CEO Stewart Bain attributes the merger timing to an ‘unprecedented access to capital’ needed for engineering and launch costs, including sensor placement and integration. Market context provided by cited third parties includes venture-capital firm Space Capital LP reporting $36 billion of space-sector investor capital in the first quarter compared to $6.7 billion in the comparable prior period; Royal Bank of Canada forecasting a $1.8 trillion global space economy over the coming decade and a $21 billion opportunity in Canada if $12 billion in domestic capital is generated; and Ottawa’s announced $900 million innovation commitment under a broader $82 billion five-year defence spending trajectory.

This filing establishes the full economic and governance terms of a SPAC merger in the space situational awareness sector. Investors can now calculate redemption math: trust held $230M, outside date Jan 2027 provides timeline visibility, sponsor receives consideration beyond liquidation preference, and 6-month lock-ups apply to certain NorthStar shareholders and sponsor. Revenue projections ($30M+ in 2026E) and customer list (DARPA, Canadian govt, EU) provide basis for valuation analysis. The $10.00 share price for PIPE and earnout VWAP floor of $10.00 align redemption incentives.

This filing establishes critical terms for investors: trust at $10.06/share ($230M in trust as of April 16, 2026); redemption rights will be available to SPAC shareholders; Outside Date for closing is January 31, 2027. Sponsor (Viking Acquisition Sponsor I, LLC) agrees to vote all founder shares in favor, transfer 3,000,000 founder shares to PIPE investors at closing, and receives 500,000 new SPAC shares. Earnout of up to 10,000,000 shares based on revenue run-rate targets ($50M in 2027, $70-100M in 2028). Lock-up of 180 days for certain shareholders. PIPE investors receive warrants at $11.50. The company projects 2026E revenue of $30M+, ~54% gross margin, ~38% EBITDA margin. The investor presentation highlights NorthStar's technology, defense contracts (DARPA, Canadian 3CSD), and a $20B SSA market growing to $39B by 2035. Conditions to closing include SPAC shareholder approval, SEC effectiveness, court approval, and regulatory approvals.

This is the definitive de-SPAC transaction for VACI, establishing the valuation, deal structure, PIPE financing, and sponsor terms. The filing provides concrete redemption mechanics (trust per share $10.06), an earnout structure tied to revenue targets, and detailed projections from NorthStar’s management. The transaction brings a space-based threat detection company to public markets with a $300M valuation and a $30M PIPE that partially backstops redemptions. Investors should note the sponsor’s transfer of founder shares and the 180-day lock-up for certain NorthStar holders. The document also reveals NorthStar’s revenue trajectory and government/defense customer relationships, including DARPA and Canadian defense contracts.

The filing confirms the SPAC is in its early search phase with no deal progress. The trust is generating interest income, resulting in a slight per-share premium above $10. Management emphasizes its network through KingsRock and its senior advisors. The company has no operations and no revenues. Key personnel include N. Håkan Wohlin (CEO), Louis Jaffe (Chairman), Gil Ottensoser (CFO), and Philipp von Girsewald (Chief Strategy Officer). There is no litigation, no cybersecurity incidents, and no material changes to the business strategy.

This is the first public filing for a new SPAC, establishing the trust value per share at $10.00, the 24-month deadline (November 3, 2027), and the redemption mechanics. The sponsor's founder shares (25% of post-IPO shares) are subject to forfeiture if no deal is completed, but the over-allotment was fully exercised, so no forfeiture now. The filing also discloses share-based compensation of $1,023,997 to independent directors, reflecting a valuation of $3.84 per founder share. The company had a working capital deficit pre-IPO but post-IPO has $1.48 million cash outside trust. Investors should track future business combination announcements and any redemption deadlines.

Unit separation shifts trading liquidity from bundled units to standalone equity and derivatives, which typically creates sharper pricing discovery for both components ahead of a business combination. The explicit policy that fractional warrants are excluded (only whole warrants trade) mechanically reduces the total warrant count per unit holder until multiples of three units are processed, altering the effective warrant coverage ratio without changing the underlying economic right. This administrative milestone does not modify the trust account per share, extend redemption deadlines, alter deal progress, or reflect sponsor conduct, but it establishes the separate market tickers and instrument math that investors will reference in secondary trading and potential conversion scenarios.

For investors tracking redemption calendars and deal execution, the explicit 24-month countdown definitively anchors the maximum life of the trust to November 3, 2027, with $230,000,000 held intact. The full over-allotment exercise removes the standard 1,000,000-share founder forfeiture clause, permanently locking in insider equity proportions without dilution penalties. The $30,000 monthly administrative draw against the $1,478,456 operating account establishes a predictable pre-combination burn rate, directly informing when the sponsor or management team would likely need to deploy working capital loans. The $9,200,000 deferred underwriting obligation functions as a hard financial milestone, payable exclusively upon a successful business combination and structurally incentivizing deal closure. Furthermore, the detailed routing of independent director economic interests through KingsRock Viking Acquisition, LLC transparently maps post-transaction upside distribution and mitigates undisclosed conflict-of-interest risks, while the absence of targeted acquisitions or preliminary discussions confirms the entity remains entirely in a capital-raising and search phase with no near-term catalysts beyond periodic trust accruals.

Investors need to track the $10.00 trust value per share, the 24-month deadline, and sponsor incentives that may affect deal quality. The low cost of founder shares (approx. $0.00326 per share) means sponsor can profit even if the combined company loses value for public shareholders. The filing also details redemption mechanics, limitation on redemptions for holders of >15%, and potential for sponsor to purchase shares in the open market to influence vote. All claims are as stated in the prospectus by the company.

The filing updates the registration statement to enable the IPO to proceed. It does not introduce any new terms regarding redemption deadlines, trust value, extensions, deal progress, or sponsor conduct.

Investors tracking deal approval thresholds, redemption exposure, and sponsor conduct should recognize that precisely defining which share classes vote affirmatively and which waive redemptions establishes the exact public-share majority required to close the combination and constrains unexpected liquidity outflows. Eliminating the “non-managing members” designation removes vague transfer restrictions, tightening the identifiable insider lock-up pool. Confirming that KingsRock exercises no managerial authority reduces anticipated operational interference, while formally labeling independent directors’ indirect sponsor equity documents a compensation-linked conflict of interest that shareholders must evaluate against merger merit. The reconciled implied-value figures and the explicit working capital dilution warning supply an unambiguous baseline for measuring post-merger ownership erosion. Although these updates refine disclosure architecture rather than shift trust balances or statutory timelines, they materially reduce ambiguity around sponsor alignment, voting mechanics, and capital structure before the shareholder vote.

Registration acceleration is halted, pushing back the special meeting schedule, definitive proxy distribution, public redemption/tender window, and any extension filings. The revised voting and redemption waiver language determines whether founder and private placement shares mechanically sustain approval percentages while reducing the public float eligible to cash out, directly impacting projected trust utilization and post-deal equity composition. The newly required dilution exposure from working capital conversions and explicit sponsor/promoter conflict statements alter the risk calculus for holders deciding whether to remain invested. Reconciling the $10.00 and $7.04 implied valuation hierarchy and the $1.25/$0.00375 founder pricing ensures accurate per-share economic baselines if redemptions are below expectations. Investors tracking the redemption calendar should expect amendment submissions, timeline shifts, and updated proxy materials before any tender or vote date is set.

This filing establishes the baseline redemption mechanics (24-month clock, trust value, redemption rights), sponsor economics (25% founder share stake at nominal cost, $3.5M private placement), and conduct guardrails. Investors tracking deadlines and sponsor incentives need this as the reference point for all future amendments, redemptions, and deal announcements.

What changed: Schedule 13G beneficial ownership report. The filing identifies Highbridge Capital Management, LLC as the reporting holder. It contains no updates to redemption deadlines, trust value, extension triggers, deal progress, or sponsor conduct. Why it matters: As a routine regulatory disclosure, the filing confirms institutional reporting compliance rather than signaling changes to the SPAC’s capital markets mechanics or transaction timeline. It contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: Schedule 13G/A beneficial ownership report. According to the filing text, Glazer Capital, LLC and Paul J. Glazer are identified as amendatory filers. The excerpt lists no share quantities, ownership percentages, transaction dates, or dollar amounts, so it does not report modifications to redemption elections, trust value distributions, extension votes, or sponsor governance actions. Why it matters: A Schedule 13G/A amendment updates beneficial ownership disclosures, typically triggered when holdings cross or adjust around the five-percent statutory threshold. Tracking amendment filers helps investors assess institutional conviction ahead of SPAC merger approvals and associated redemption windows. Because the provided text contains only the filing designation and two holder names, it includes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, meaning the document alone does not materially shift deal leverage, liquidity expectations, or valuation parameters.

What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026, filed by Viking Acquisition Corp I (a SPAC). The company entered into a Business Combination Agreement on April 16, 2026 with NorthStar Earth and Space Inc., amended on May 15, 2026. The trust per share value increased from $10.06 to $10.24. A $30 million PIPE was secured. The Sponsor agreed to transfer 3,000,000 founder shares to PIPE investors and the company to issue 500,000 shares to the Sponsor. A going concern disclosure was added due to a working capital deficit of $329,469 and cash of $711,805 outside trust. Why it matters: This filing defines the target, key terms, and PIPE for the de-SPAC transaction. The trust value exceeding $10.00 provides a redemption floor. The amendment allowing redemptions before continuation may affect trust size. The going concern warning highlights execution risk if the deal fails. Investors should monitor the 24-month deadline (Nov 3, 2027) and any redemption mechanics.

What changed: Routine compliance exhibit — Schedule 13G/A, an amended statement of beneficial ownership reporting aggregate equity holdings exceeding the 5% statutory threshold for Viking Acquisition Corp I (VACI), filed on behalf of Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. The provided filing excerpt identifies only the submission type, accession number, filing date, and three named reporting persons. It contains no revised share counts, percentage ownership figures, acquisition or disposition dates, purpose codes, or joint-filing group designations. Consequently, no new information is disclosed that adjusts redemption deadline tracking, trust value accounting, extension ballot leverage, or sponsor conduct oversight. Why it matters: A Schedule 13G/A amendment indicates that one or more of the listed entities has either newly breached or significantly altered its position relative to the 5% disclosure threshold, triggering an updated public filing under Exchange Act Section 13(d). In SPAC structures, institutional position updates frequently align with pending merger shareholder votes, trust redemption waves, or extension proposals, as large holders reassess risk/reward before capital deployment or liquidity events. Because the excerpt omits exact holding percentages, intent language (passive versus active), and cross-references to earlier schedules, the document alone cannot quantify institutional pressure on redemption floors or signal coordinated support/opposition to the announced target. Market participants should pull the full exhibit to verify precise ownership levels, determine whether Adage and the two named principals are acting jointly, and assess whether subsequent amendments reflect strategic reallocation ahead of deal closure or trustee dissolution.

What changed: Prospectus filed pursuant to Rule 424(b)(3) under the Securities Act, serving as a proxy statement for the extraordinary general meeting of Viking Acquisition Corp. I shareholders to approve the business combination with NorthStar Earth & Space Inc. Shareholder meeting set for September 2, 2026; redemption deadline August 31, 2026 at 5:00 p.m. ET. Trust per share as of July 31, 2026 approximately $10.28 (header indicates $10.06). No extension proposed beyond the existing deadline of November 3, 2027. Sponsor to transfer 3,000,000 Founder Shares to PIPE investors and receive 500,000 New NS Common Shares; Sponsor also entitled to 10% of earnout shares subject to price condition. PIPE financing of $30 million committed. Earnout shares up to 10,000,000 based on 2027/2028 revenue targets. Lock-up agreements of 180 days for certain NorthStar securityholders and 6 months for Sponsor. NorthStar will continue from Cayman Islands to Canada. Why it matters: This filing formalizes the vote and redemption process for the de-SPAC transaction with NorthStar, a space situational awareness company. Key risks include high redemption uncertainty (trust value $10.06-$10.28 vs. market price $10.15), pending litigation with Spire resulting in a $12.4 million award against NorthStar, material weakness in internal controls, and dependence on government contracts. Sponsor's low-cost founder shares ($0.00326 per share) create significant conflict of interest. The business combination values NorthStar at $300 million pre-money, with revenue of C$10.6 million (2025) and net loss of C$21.2 million.

What changed: Amendment No. 4 to Viking Acquisition Corp. I's Form F-4, Registration No. 333-29700885. Registrant is Viking Acquisition Corp. I (Cayman Islands, SIC 6770), with a co-registrant NewCo; the target is NorthStar, which on closing is renamed NorthStar Earth & Space Enterprises, Inc. The combination is a CBCA plan of arrangement under a Business Combination Agreement as amended by Amendment No. 1 dated May 15, 2026 and Amendment No. 2 dated July 15, 2026. NorthStar shares, PIPE warrants and options convert at the Exchange Ratio; warrant exercise price is $11.50. Why it matters: PIPE Investors' NorthStar shares are exchanged for $30,000,000 of New NS Common Shares at $10.00 per share, plus warrants for 3,000,000 New NS Common Shares; separately the Sponsor transfers 3,000,000 New NS Common Shares to those PIPE Investors and New NorthStar issues the Sponsor 500,000 shares for the Sponsor Letter, plus 10% of any Earnout Shares. Trust at March 31, 2026: C$325,246,833 over 23,000,000 public shares, C$14.14 per share, C$13.58 after deferred underwriting fees. Each of these figures is stated identically in Amendment No. 2 (July 31, 2026).

What changed: Amendment No. 3 to Viking Acquisition Corp. I's Form F-4 (preliminary proxy/prospectus dated August 3, 2026) for the April 16, 2026 business combination with NorthStar Earth & Space Inc. Viking will continue from the Cayman Islands to Canada under the CBCA and be renamed NorthStar Earth & Space Enterprises, Inc. Equity consideration is approximately 30,000,000 New NS common shares on a $300 million transaction value, plus up to 10,000,000 revenue-based earnout shares: 5,000,000 at a $50,000,000 run rate in 2027 and 5,000,000 on a sliding $70m-$100m scale for 2028. Why it matters: The prospectus registers 34,266,667 common shares and 7,886,644 warrants, so dilution is now quantified: 30,000,000 shares at a $300 million value plus a 10,000,000-share earnout that pays only on revenue NorthStar has not yet booked. The Sponsor takes 10% of any earnout shares and separately transfers 3,000,000 shares to the $30 million PIPE investors at $10.00. Viking states substantial doubt about its ability to continue as a going concern and warns Class A holders may receive $10.00 per share or less on liquidation, so redemption is a decision against a $10.00 floor.

What changed: Amendment No. 2 to Viking Acquisition Corp. I's Form F-4, Registration No. 333-29700885. Registrant is Viking Acquisition Corp. I (Cayman Islands) with a co-registrant NewCo; the target is NorthStar, renamed NorthStar Earth & Space Enterprises, Inc. at closing. The combination is a CBCA plan of arrangement under a Business Combination Agreement as amended by Amendment No. 1 dated May 15, 2026 and Amendment No. 2 dated July 15, 2026. NorthStar ordinary shares, PIPE warrants and options each convert at the Exchange Ratio, with a $11.50 warrant exercise price. Why it matters: Sponsor economics as stated in this version: the Sponsor and directors paid $25,000 in aggregate for the Viking Founder Shares, about $0.00326 per share, and $3,500,000 for 350,000 private placement units. At closing the Sponsor transfers 3,000,000 Founder Shares to the PIPE Investors and receives 500,000 Viking Common Shares for the Sponsor Letter, plus 10% of any Earnout Shares once the 20-day VWAP reaches $10.00. The PIPE Financing is $30,000,000 of New NS Common Shares at $10.00 plus warrants for 3,000,000 shares. Trust at March 31, 2026: C$325,246,833, C$14.14 per public share.

What changed: Amendment No. 1 to Viking Acquisition Corp. I's Form F-4, Registration No. 333-297008, cover dated July 15, 2026 and113. The change traceable against the original F-4 of June 25, 2026 is the Business Combination Agreement definition: it now incorporates Amendment No. 2 to the Business Combination Agreement, dated July 15, 2026, where the original described the agreement only through Amendment No. 1 dated May 15, 2026. Registrant remains the SPAC with a co-registrant NewCo; the target NorthStar becomes NorthStar Earth & Space Enterprises, Inc. Why it matters: The economics did not move with that BCA amendment. This version restates the same $30,000,000 PIPE Financing at $10.00 per New NS Common Share plus warrants for 3,000,000 shares, the same Sponsor transfer of 3,000,000 Founder Shares to the PIPE Investors and 500,000 shares for the Sponsor Letter plus 10% of any Earnout Shares, and the same trust table at March 31, 2026: C$325,246,833 over 23,000,000 public shares, C$14.14 per share, C$13.58 after deferred underwriting fees. Those figures persist unchanged through Amendment No. 4.