Viking Acquisition Corp I-A美股招股说明书(2025-10-31版)

Viking Acquisition Corp.I 20,000,000Units_________________________ Viking Acquisition Corp.I is a blank check company incorporated as a CaymanIslands exempted company for the purpose of effecting a merger, amalgamation, shareexchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectusas our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantivediscussions, directly or indirectly, with any business combination target. We maypursue an initial business combination target in any business or industry. This is an initial public offering of our securities. Each unit has an offeringprice of $10.00 and consists of one ClassA ordinary share and one-third of onewarrant. Each whole warrant entitles the holder thereof to purchase one ClassAordinary share at a price of $11.50 per share, subject to adjustment as described inthis prospectus, and only whole warrants are exercisable. The warrants will becomeexercisable on the later of (a)30 days after the completion of our initial businesscombination, or (b)12 months from the closing of this offering, and will expirefiveyears after the completion of our initial business combination or earlier uponredemption or liquidation, as described in this prospectus. Subject to the terms andconditions described in this prospectus, we may redeem the warrants for cash once thewarrants become exercisable. No fractional warrants will be issued upon separation ofthe units and only whole warrants will trade. We have also granted the underwriters a45-day option to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or aportion of their ClassA ordinary shares upon the completion of our initial businesscombination at a per-share price described herein, payable in cash, equal to theaggregate amount then on deposit in the trust account described below as oftwobusiness days prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account (net of amountswithdrawn to pay our taxes (“taxes payable”)), divided by the number of thenoutstanding ClassA ordinary shares that were sold as part of the units in thisoffering. We will have 24months from the closing of this offering to consummate aninitial business combination or until such earlier liquidation date as our board ofdirectors may approve, to consummate an initial business combination, which we referto herein as the completion window. If we anticipate that we may be unable toconsummate our initial business combination within such 24-month period, we may seekshareholder approval to amend our amended and restated memorandum and articles ofassociation to extend the date by which we must consummate our initial businesscombination. If we seek shareholder approval for an extension, holders of publicshares will be offered an opportunity to redeem their shares at a per share price,payable in cash, equal to the aggregate amount then on deposit in the trust account,including interest earned thereon (less taxes payable), divided by the number of thenissued and outstanding public shares, subject to applicable law. If we are unable tocomplete our initial business combination within the completion window (or such laterdate as approved by our shareholders), or by such earlier liquidation date as ourboard of directors may approve, we will redeem 100% of the public shares at a pershare price, payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest earned thereon (less taxes payable and up to$100,000 of interest income to pay dissolution expenses), divided by the number ofthen issued and outstanding public shares, subject to applicable law and certainconditions as further described herein.See“Summary—TheOffering—Redemption rights for public shareholders upon completion ofourinitial business combination”on page 34 and“Summary—TheOffering—Redemption of public shares and distribution and liquidationifno initial business combination”on page 39 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approvalof our initial business combination and we do not conduct redemptions in connectionwith our initial business combination pursuant to the tender offer rules, our amendedand restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined underSection13 of the Securities Exchange Act of 1934, as amended (the“ExchangeAct”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our pri