Announcement • Apr 18
NorthStar Earth & Space Inc. entered into a definitive business combination agreement to acquire Viking Acquisition Corp. I (NYSE:VACI) from Viking Acquisition Sponsor I, LLC and others for approximately $400 million in a reverse merger transaction.
NorthStar Earth & Space Inc. entered into a definitive business combination agreement to acquire Viking Acquisition Corp. I (NYSE:VACI) from Viking Acquisition Sponsor I, LLC and others for approximately $400 million in a reverse merger transaction on April 16, 2026. Under the terms of the Business Combination Agreement, the transaction values NorthStar at a pre-money valuation of $300 million. The aggregate equity consideration to be issued to the Company’s equity holders 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). 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. Upon closing of the transaction, shares of the combined company are expected to trade on the New York Stock Exchange under the ticker “NSTR”.
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 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. 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. 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.
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.
