NorthStar Earth & Space Enterprises, Inc. filed a Form F-1 registration statement with the U.S. Securities and Exchange Commission on October 30, 2026, disclosing the consummation of its business combination with Viking Acquisition Corp. I on October 1, 2026.

Key Highlights

  • Business combination closed October 1, 2026: NorthStar Earth & Space Enterprises, Inc. (formerly Viking Acquisition Corp. I) completed its previously announced business combination on the closing date.
  • SPAC continuation under CBCA: Viking Acquisition Corp. I, a Cayman Islands exempted company, continued as a corporation existing under the Canada Business Corporations Act prior to the Arrangement.
  • Sponsor share transfer: Viking Acquisition Sponsor I, LLC transferred an aggregate of 3,000,000 Viking Class B ordinary shares, par value $0.0001 per share, to the PIPE Investors proportionally to their investment in the PIPE Financing.
  • Sponsor issuance: NorthStar issued 500,000 Common Shares to the Sponsor on the closing date.
  • PIPE Warrant exercise price: Each Legacy NorthStar PIPE Warrant was exchanged for one PIPE Warrant to acquire one Common Share at a per share exercise price of $11.50, subject to adjustment.
  • Emerging growth company: The registrant checked the box indicating it qualifies as an emerging growth company as defined in Rule 405 of the Securities Act.
  • Delayed or continuous offering: The registration covers securities to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.

NorthStar Earth & Space Enterprises Completes SPAC Merger and Files F-1 Registration

According to the filing, NorthStar Earth & Space Enterprises, Inc. - a corporation incorporated under the Canada Business Corporations Act and formerly known as Viking Acquisition Corp. I - consummated its business combination on October 1, 2026. The transaction was governed by a Business Combination Agreement dated April 16, 2026, which the filing states was subsequently amended on May 15, 2026, and again on July 15, 2026. The counterparties to the agreement were Viking Acquisition Corp. I, Legacy NorthStar Earth & Space Inc., and Viking NS Amalgamation Corp., a wholly owned direct subsidiary of Viking.

The filing describes a multi-step structure. First, Viking continued as a CBCA corporation. Then, NorthStar, Legacy NorthStar, and NewCo effected an arrangement under Section 192 of the CBCA, under which NewCo and Legacy NorthStar amalgamated, with NewCo surviving as a wholly owned subsidiary of NorthStar. Pursuant to the Arrangement, each then-issued and outstanding Legacy NorthStar Ordinary Share was exchanged for Common Shares at the Exchange Ratio provided in the Business Combination Agreement, and each Legacy NorthStar PIPE Warrant was exchanged for one warrant to acquire one Common Share at $11.50 per share, subject to adjustment, governed by the Amended and Restated Public Warrant Agreement dated October 1, 2026, between NorthStar Earth & Space Enterprises, Inc. and Continental Stock Transfer and Trust Company.

The filing further discloses that Viking Class B ordinary shares held by the Sponsor were redesignated, that the Viking Class A Shares were redesignated as NorthStar Common Shares with no par value, and that the Legacy NorthStar option plan was terminated. The board of directors and officers of NorthStar were reconstituted and appointed on the closing date. The registrant's principal executive offices are located at 384 Rue Saint-Jacques #300, Montreal, Quebec H2Y 1S1, and its agent for service of process is Beth Michelson, c/o NorthStar Earth & Space Systems, Inc., Darien, Connecticut.

What Was Disclosed

NorthStar Earth & Space Enterprises, Inc. filed a Form F-1 registration statement on October 30, 2026, detailing the October 1, 2026 closing of its business combination with Viking Acquisition Corp. I, the resulting corporate restructuring, PIPE Financing, share exchanges, and warrant conversions.