Viking Acquisition Corp I
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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FY2025 · Filed Mar 18, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the year ended December 31,2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-42927
Viking ACQUISITION CORP. I
(Exact name of registrant as specified in its charter)
| Cayman Islands | 86-1872510 |
|---|---|
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
| 900 Third Avenue, 18th Floor New York, NY | 10022 |
| (Address of principal executive offices) | (zip code) |
(917) 423-7931
(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant | VACI.U | The New York Stock Exchange |
| Class A ordinary shares, $0.0001 par value | VACI | The New York Stock Exchange |
| Redeemable warrants, each full warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | VACI WS | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 15 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 15 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐
The registrant wasnot a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its common equity held by non-affiliates as of such date.
As of March 17, 2026, there were 23,660,000 Class A ordinary shares, par value $0.0001 and 7,666,667 Class B ordinary shares, $0.0001 par value, issued and outstanding.
CERTAIN TERMS
References in this Annual Report on Form 10-K (the “Annual Report”) to “we,” “us,” “our”, “Viking” or the “Company” refer to Viking Acquisition Corp. I. References to our “management” or our “management team” refer to our directors and executive officers. References to the “sponsor” refer to Viking Acquisition Sponsor I, LLC. References to “KingsRock” refers to KingsRock Advisors, LLC. References to “founder shares” refer to the Class B ordinary shares initially purchased by our sponsor in a private placement prior to the initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time our initial business combination. References to “insiders” refers to our sponsor and all of our officers and directors to the extent they held the founder shares immediately prior to the consummation of the initial public offering and / or purchased private placement units concurrent with the initial public offering. References to “private placement shares” refer to the Class A ordinary shares sold to the sponsor and the underwriter, Cohen & Company Capital Markets, a Division of Cohen & Company Securities, LLC (“Cohen”), in a private placement. References to “private placement units” refer to the units, consisting of one private placement share and one-third of one private placement warrant, issued to our sponsor and Cohen in a private placement. References to “private placement warrants” refer to the warrants issued to our sponsor and Cohen as party of the private placement units in a private placement. References to “Senior Advisors” refer to KingsRock’s network of more than 120 senior advisors who may assist us in sourcing potential acquisition targets and creating long-term value in the business combination for us. References to “Strategic Partners” refer to KingsRock’s established strategic relationships with selected leading investors and financing providers. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:
| ● | our ability to select an appropriate target business or businesses; |
| ● | our ability to complete our initial business combination; |
| ● | our expectations around the performance of the prospective target business or businesses; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
| ● | our potential ability to obtain additional financing to complete our initial business combination; |
| ● | actual and potential conflicts of interest relating to KingsRock, our directors, officers and other affiliates; |
| ● | our ability to draw from the support and expertise of KingsRock, our directors, officers and other affiliates; |
| ● | our pool of prospective target businesses; |
| ● | the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination; |
| ● | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
| ● | our public securities’ potential liquidity and trading; |
| ● | the lack of a market for our securities; |
| ● | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | our financial performance following the Offering. |
The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
FORM 10-K
TABLE OF CONTENTS
| PART I | 1 | |
|---|---|---|
| Item 1. | Business. | 1 |
| Item 1A. | Risk Factors. | 20 |
| Item 1B. | Unresolved Staff Comments. | 69 |
| Item 1C. | Cybersecurity | 69 |
| Item 2. | Properties. | 69 |
| Item 3. | Legal Proceedings. | 69 |
| Item 4. | Mine Safety Disclosures. | 69 |
| PART II | 70 | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 70 |
| Item 6. | [Reserved]. | 71 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 72 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 74 |
| Item 8. | Financial Statements and Supplementary Data. | 74 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 74 |
| Item 9A. | Controls and Procedures. | 74 |
| Item 9B. | Other Information. | 74 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 74 |
| PART III | 75 | |
| Item 10. | Directors, Executive Officers and Corporate Governance. | 75 |
| Item 11. | Executive Compensation. | 88 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 89 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 90 |
| Item 14. | Principal Accountant Fees and Services. | 91 |
| PART IV | ||
| Item 15. | Exhibit and, Financial Statement Schedules. | 92 |
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