NorthStar Earth & Space Enterprises registers securities for sale

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Confidentially submitted to the Securities and Exchange Commission on May 15, 2026.

This draft registration statement has not been publicly filed with the U.S. Securities and Exchange

Commission and all information herein remains strictly confidential.

As filed with the Securities and Exchange Commission on October 30, 2026.

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VIKING ACQUISITION CORP. I*

NORTHSTAR EARTH & SPACE ENTERPRISES, INC.

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900 Third Avenue, 1 8 th Floor

384 Rue Saint-Jacques #300

Montreal , Québec H2Y 1S1

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c / o Viking Acquisition Corp. I

900 Third Avenue, 1 8 th Floor

Telephone: (917) 423-7931

c / o NorthStar Earth & Space Systems, Inc.

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Jonathan H. Talcott , Esq.

E. Peter Strand, Esq.

Nelson Mullins Riley &

901 15 th St NW, Suite 1200

Washington, DC 20005

Cassels Brock & Blackwell LLP

Suite 3200, Bay Adelaide

Centre — North Tower

Toronto Ontario M5H 0B4

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement. and upon completion of the business combination described in the enclosed proxy statement / prospectus.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

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If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e -4 (i) ( Cross -Border Issuer Tender Offer) ☐

Exchange Act Rule 14d -1 (d) ( Cross -Border Third Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act. of 1933.

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The Registrant and Co -Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co -Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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* Prior to the consummation of the Business Combination described herein, the Registrant intends to effect a continuation from the Cayman Islands to Canada in accordance with the Cayman Islands Companies Act ( as Revised ) (the "Companies Act") and the Canada Business Corporations Act (the "CBCA"), pursuant to which the Registrant's jurisdiction of incorporation will be changed from the Cayman Islands to Canada. All securities being registered will be issued by Viking Acquisition Corp. I (after its continuation as a corporation incorporated in Canada). Upon Closing of the Business Combination, Viking will be renamed "[ ]"

TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant (1)

Incorporation or Organization

(1) The address, including postal code, and telephone number, including area code, of each additional registrant's principal executive offices are 384 Rue Saint -Jacques #300, Montreal, Québec, H2Y 1S1, phone number +1 514 -595-7474 .

Pursuant to the applicable provisions of the Fixing America's Surface Transportation Act , the registrants are omitting their respective consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 because they relate to historical periods that the registrants believe will not be required to be included in the prospectus at the time of the contemplated offering. The registrants intend to amend the registration statement to include all financial information required by Regulation S -X at the date of such amendment before the effectiveness of this registration statement.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED M AY 15 , 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

VIKING ACQUISITION CORP. I

34,266,667 COMMON SHARES,

7,886,644 WARRANTS AND 7,886,644 COMMON SHARES

ISSUABLE UPON EXERCISE OF WARRANTS OF VIKIN G ACQUISITION CORP. I

PROPOSED BUSINESS COMBINATION — YOUR PARTICIPATION IS VERY IMPORTANT

Dear Shareholders of Viking Acquisition Corp. I:

You are cordially invited to attend the extraordinary general meeting (the "Viking Shareholders' Meeting") of shareholders of Viking Acquisition Corp. I ("Viking" and such shareholders, the "Viking Shareholders"), which will be held at [___] a.m., Eastern Time, on [___], 2026, virtually pursuant to the procedures described in the accompanying proxy statement/prospectus for the purposes of Cayman Islands law and Viking's Amended and Restated Memorandum and Articles of Association (the "Viking Articles").

The aggregate equity consideration to be issued to the NorthStar Securityholders in the Business Combination will be approximately 30,000,000 (the "Closing Shares") New NorthStar common shares ("New NS Common Shares"), based on a transaction value of $300 million.

In addition, following the Closing, New NorthStar will issue up to 10,000,000 New NS Common Shares (the "New NS Earnout Shares") to certain designated recipients (the "Earnout Recipients"), including the Sponsor (defined below), which will be entitled to 10% of any New NS Earnout Shares issued, in each case as determined by a committee of the New NS Board and subject to the achievement of certain revenue -based performance targets. Up to 5,000,000 New NS Earnout Shares will be issued if New NorthStar achieves a revenue run rate of at least $50,000,000 during any of the four fiscal quarters ending March 31, June 30, September 30 or December 31, 2027 (the "2027 Earnout Target"). If the 2027 Earnout Target is not achieved, but any of the 2028 Earnout Targets (as defined below) is subsequently achieved, the 2027 Earnout Target will be deemed satisfied in full at such time. An additional tranche of up to 5,000,000 New NS Earnout Shares will be issued based on revenue performance during specified periods in 2028 and early 2029 (the "2028 Earnout Targets"), with the number of New NS Earnout Shares issuable determined on a sliding scale as follows: (i) 5,000,000 shares if the applicable revenue metric equals or exceeds $100,000,000, (ii) 3,750,000 shares if at least $90,000,000 but less than $100,000,000, (iii) 2,500,000 shares if at least $80,000,000 but less than $90,000,000, and (iv) 1,250,000 shares if at least $70,000,000 but less than $80,000,000. The applicable revenue metric is based on "Revenue Run Rate," calculated using annualized service revenue and R&D funding as reported in New NorthStar's financial statements. Measurement periods will be automatically extended in the event of certain launch delays outside New NorthStar's control, including delays caused by counterparties or force majeure events. If a change of control transaction occurs prior to the final measurement period, any New NS Earnout Shares that have not yet been issued will be deemed earned and issued to the Earnout Recipients immediately prior to such transaction.

Concurrently with the execution of the Business Combination Agreement, on April 16, 2026, Viking, Viking Acquisition Sponsor I, LLC ("Sponsor"), and NorthStar entered into Securities Purchase Agreements (the "PIPE Agreements") with institutional investors (the "PIPE Investors"). Pursuant to the PIPE Agreements, the PIPE Investors agreed, conditional on the completion of the Business Combination, to subscribe for and purchase, and NorthStar agreed to issue and sell to the PIPE Investors, NorthStar Ordinary Shares, which, pursuant to the Plan of Arrangement, will be exchanged for an aggregate of $30 million of New NS Common Shares, on the basis of $10.00 per resulting New NS Common Share, as well as warrants to purchase NorthStar Ordinary Shares, which, pursuant to the Plan of Arrangement, will be exchanged for warrants to acquire 3,000,000 New NS Common Shares at Closing (collectively, the "PIPE Financing"). Such warrants (the "PIPE Warrants") will have the same terms as the New Viking Public Warrants (as defined in the PIPE Agreement). In addition, the Sponsor agreed to transfer to the PIPE Investors (on a pro rata basis proportionally to each PIPE Investor's investment) an aggregate of 3,000,000 New NS Common Shares (after conversion of the Founders Shares pursuant to the Arrangement) at Closing.

The obligations of Viking and NorthStar to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the PIPE Agreements. The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the material truth and accuracy of the representations and warranties of Viking and the Company in the PIPE Agreements, subject to customary bringdown standards; and (ii) material compliance by Viking and the Company with their respective covenants, agreements and conditions under the PIPE Agreements. The PIPE Agreements provide that the parties will use commercially reasonable efforts to ensure that the securities issued to PIPE Investors (other than the Sponsor transferred shares) will be freely tradable promptly following Closing and the PIPE Agreements further grant the PIPE Investors certain customary registration rights. For or more information, see " The Business Combination — Related Agreements — PIPE Agreements. "

Viking and NorthStar may enter into non -redemption agreements with certain existing shareholders or potential shareholders, including the PIPE Investors (the "Non -Redemption Agreements" and such shareholders, the "Non -Redeeming Shareholders"), pursuant to which, among other things, the Non -Redeeming Shareholders will irrevocably and unconditionally agree, for the benefit of Viking and NorthStar, that neither they nor their controlled affiliates will exercise any redemption rights under the Viking Articles with respect to certain Viking Class A Shares held by such Non -Redeeming Shareholders (the "NRA Shares") at any meeting of the Viking Shareholders. For more information, see " The Business Combination — Related Agreements — PIPE Agreements ."

On the Closing Date, pursuant to the Arrangement, NorthStar will complete a recapitalization (the "NorthStar Recapitalization"), pursuant to which, among other things:

• certain NorthStar Convertible Debentures will be amended to provide that such debentures or any portion thereof may be converted into non -convertible debt securities of NorthStar at the option of the holder;

• all accrued interest under the NorthStar Convertible Debentures will be deemed to be paid in kind and added to the principal amount of such debentures;

• certain NorthStar Convertible Debentures will be converted into non -convertible debt securities of NorthStar in accordance with their terms (the "Remaining Debentures");

• certain NorthStar Convertible Debentures will convert into NorthStar Class C Preferred Shares or NorthStar Class D Preferred Shares, as the case may be, at a rate of 1 NorthStar Class C Preferred Share or NorthStar Class D Preferred Share per $100 in outstanding aggregate principal amount;

• the articles of NorthStar will be amended to create the NorthStar Ordinary Shares, and the then outstanding shares of NorthStar will be exchanged for NorthStar Ordinary Shares on the basis of: (i) [ ] NorthStar Ordinary Shares for each NorthStar Class A Common Share, (ii) [ ] NorthStar Ordinary Shares for each NorthStar Class B Common Share, (iii) [ ] NorthStar Ordinary Shares for each NorthStar Class A

Preferred Share, (iv) [ ] NorthStar Ordinary Shares for each NorthStar Class B Preferred Share, (v) [ ] NorthStar Ordinary Shares for each NorthStar Class B -1 Preferred Share, (vi) [ ] NorthStar Ordinary Shares for each NorthStar Class C Preferred Share, and (vii) [ ] NorthStar Ordinary Shares for each NorthStar Class D Preferred Share; and the NorthStar Options will be adjusted in accordance with their terms to give effect to the foregoing;

• certain NorthStar Convertible Debentures will be amended to provide, among other things, that such debentures will be convertible into NorthStar Ordinary Shares upon the consummation of the Business Combination at a price per share equal to the fair market value of the NorthStar Ordinary Shares, less a 25% discount, which debentures will be converted into NorthStar Ordinary Shares in accordance with their terms; and

• the NorthStar Shareholder Loans and all accrued interest thereunder will be contributed to NorthStar in consideration for the issuance of NorthStar Ordinary Shares at a rate of 1 NorthStar Ordinary Share per $10 in outstanding aggregate principal amount and accrued interest of such NorthStar Shareholder Loan.

As of the date hereof, there are [ ] NorthStar Class A Common Shares, [ ] NorthStar Class B Common Shares, [ ] NorthStar Class A Preferred Shares, [ ] NorthStar Class B Preferred Shares, and [ ] NorthStar Class B -1 Preferred Shares issued and outstanding. As of [March 31, 2026], the aggregate principal amount and accrued interest of the NorthStar Convertible Debentures was $[ ] in respect of the NorthStar Convertible Debentures that will convert into non -convertible debt securities of NorthStar, $[ ] in respect of the NorthStar Convertible Debentures that will convert into NorthStar Class C Preferred Shares or NorthStar Class D Preferred Shares, and $[ ] in respect of the NorthStar Convertible Debentures that will convert into NorthStar Ordinary Shares. As of [___], the aggregate principal amount and accrued interest of the NorthStar Shareholder Loans was $[ ].

Accordingly, pursuant to the NorthStar Recapitalization, if the Closing occurred on [___], (i) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class A Common Shares, (ii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class B Common Shares, (iii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class A Preferred Shares, (iv) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class B Preferred Shares, (v) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class B -1 Preferred Shares, (vi) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class C Preferred Shares, (vii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class A Preferred Shares, (viii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Convertible Debentures that converted into NorthStar Ordinary Shares, and (ix) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Shareholder Loans.

• the PIPE Financing will be consummated by NorthStar pursuant to the PIPE Agreements;

• the NorthStar legacy option plan will terminate;

• New NorthStar will change its name to [_______];

• the Lock -Up Agreements will become effective; and

• the Board of New NorthStar will be reconstituted to reflect the New NS Board.

At the Viking Shareholders' Meeting, Viking Shareholders will be asked to consider and vote upon:

• The Continuation Proposal — To approve by Special Resolution (as defined below), the continuance of Viking as a corporation existing under the CBCA and the adoption of the Proposed Bylaws, in accordance with the applicable provisions of the Companies Act and the CBCA (the "Continuation Proposal");

• The Business Combination Proposal — To approve by Special Resolution, the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A , and approve the transactions contemplated thereby and by the other Transaction Documents (as defined in the Business Combination Agreement), including the Business Combination (the "Business Combination Proposal");

• Advisory Organizational Documents Proposals — To approve on a non -binding advisory basis, by Ordinary Resolution, the governance provisions contained in the New NS Organizational Documents that materially affect Viking Shareholders' rights, presented separately in accordance with U.S. Securities and Exchange Commission guidance (the "Advisory Organizational Documents Proposals"). The articles of New NorthStar will be the Articles of Arrangement issued in respect of the Plan of Arrangement and the full text of the Proposed Bylaws are attached as Annex E . The Advisory Organizational Documents Proposals are separated into sub -proposals submitted to Viking Shareholders to approve on a non -binding advisory basis, by Ordinary Resolution, those governance provisions contained in the New NS Organizational Documents that materially affect Viking Shareholders' rights as described in the following paragraphs (a) - (d):

(a) the Plan of Arrangement would change the authorized share capital of New NorthStar from (i) 200,000,000 Viking Class A Shares, (ii) 20,000,000 Viking Class B Shares, and (iii) 1,000,000 preference shares of a nominal par value of $0.0001 each, to (1) an unlimited number of New NS Common Shares; and (2) an unlimited number of preferred shares, issuable in series, of which none will be outstanding (the "Authorized Capital Proposal");

(b) the Proposed Bylaws would reduce the requisite quorum for a meeting of shareholders from (x) one or more shareholders holding at least a majority of the paid up voting share capital present in person or by proxy and entitled to vote at that meeting to (y) holders of at least 25% of the shares entitled to vote at the meeting are present in person or represented by proxy at the meeting, and at least two persons entitled to vote at the meeting are actually present at the meeting or represented by proxy (the "Quorum Proposal");

(c) the Proposed Bylaws would include an advance notice provision that requires a shareholder to provide notice to New NorthStar in advance of a meeting of shareholders should such shareholder wish to nominate a person for election to the board of directors (the "Advance Notice Proposal"); and (d) the proposed New NS Organizational Documents would not include provisions relating to the Viking Class B Shares, the Viking IPO, Sponsor, the initial business combination and other related matters (the "Other Matters Proposal")

• NYSE Proposal — To approve, by Ordinary Resolution, for purposes of complying with applicable listing rules of The NYSE Stock Market LLC, the issuance of New NS Common Shares in connection with the Business Combination (the "NYSE Proposal");

• Incentive Plan Proposal — To approve, by Ordinary Resolution, the issuance of New NS Common Shares pursuant to the 2026 Long -Term Incentive Plan (the "Incentive Plan" and such proposal, the "Incentive Plan Proposal"). A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex G ;

• Director Election Proposal — To approve, by Ordinary Resolution, the election of nine directors pursuant to the Plan of Arrangement, being Stewart Bain, Beth Michelson, Charles Sirois, Paul Pizzani, Philipp von Girsewald, Bob Reeves, Denis Sirois, [__] and [__], effective upon the Closing, to hold office on the New NS Board until the close of the next annual meeting of shareholders of New NorthStar or until such directors' successors have been duly elected or appointed, or until such directors' earlier death, resignation, removal or disqualification; and

• Adjournment Proposal — If put to Viking Shareholders for a vote, a proposal to approve, by Ordinary Resolution, the adjournment of the Viking Shareholders' Meeting (i) to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the foregoing proposals or (ii) if the board of directors of Viking determines before the Viking Shareholders' Meeting that it is not necessary or no longer desirable to proceed with the proposals (the "Adjournment Proposal" and, together with the Continuation Proposal, the Business Combination Proposal, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Advisory Organizational Documents Proposals, the "Proposals"). If put forth at the Viking Shareholders' Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the other Proposals will be submitted to the Viking Shareholders for a vote.

Each of the Proposals is more fully described in the accompanying proxy statement/prospectus, which each Viking Shareholder is encouraged to read carefully. In addition, the attached notice of meeting constitutes a notice of a special meeting under section 135(1) of the CBCA for the purposes of any proposal to approve any matters to be taken by Viking following the Continuation, including the approval of the Proposed Bylaws and all approvals necessary for the completion of the Business Combination (including the Amalgamation and the other transactions contemplated by the Arrangement) provided for thereunder.

In connection with the submission of the Business Combination to a shareholder vote, Viking Shareholders, including Viking's sponsor, Viking Acquisition Sponsor I, LLC, and certain other Viking Shareholders set forth therein (together with Sponsor, the "Viking Founder Shareholders") have agreed to vote any Viking Class A Shares (except for any Viking Class A Shares purchased as described below under " The Business Combination — Potential Purchases of Public Shares ") and Viking Class B Shares owned by them in favor of the Business Combination. The consummation of the Business Combination is not subject to the approval of a majority of unaffiliated Viking Public Shareholders. The Sponsor Parties own approximately 25% of the Viking Shares entitled to vote at the Viking Shareholders' Meeting.

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and 152 more changes in the filing

Market and industry data 1 change

This proxy statement/prospectus prospectus contains estimates, projections, and other information concerning Viking's and NorthStar's industry and business, as well as data regarding market research, estimates, forecasts and projections prepared by Viking's and NorthStar's management. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Viking and NorthStar operate, and Viking will operate, operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled " Risk Factors. " Unless otherwise expressly stated, Viking and NorthStar obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. While Viking and NorthStar have has compiled, extracted, and reproduced industry data from these sources, Viking and NorthStar have has not independently verified the data. Forecasts and other forward -looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward -looking statements in this proxy statement/prospectus. prospectus. See " Cautionary Note Regarding Forward -Looking Statements. "

Trademarks and trade names 1 change

NorthStar and Viking own owns or have has rights to various trademarks, service marks and trade names that they use it uses in connection with the operation of their respective businesses. its business. This proxy statement/prospectus prospectus also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this proxy statement/prospectus prospectus is not intended to create, and does not imply, a relationship with NorthStar, or Viking, or an endorsement or sponsorship by or of NorthStar. or Viking. Solely for convenience, the trademarks, service marks and trade names referred to in this proxy statement/prospectus prospectus may appear without the ® , ™ or ℠ symbols, but such references are not intended to indicate, in any way, that NorthStar or Viking will not assert, to the fullest extent under applicable law, their its rights or the right of the applicable licensor to these trademarks, service marks and trade names.

Presentation of financial information 4 changes

This proxy statement/prospectus contains:

• This prospectus contains the audited unaudited consolidated financial statements of Viking NorthStar for the period from July 24, 2025 (Inception) through December 31, 2025; three and • six months ended June 30, 2026 and the audited consolidated financial statements of NorthStar for the fiscal years ended December 31, 2025 and 2024.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus prospectus has been taken from the audited and unaudited consolidated financial statements of Viking and NorthStar as applicable, included in this proxy statement/prospectus. prospectus. Unless otherwise indicated, financial information of Viking and NorthStar has been prepared in accordance with accounting principles generally accepted in the United States.

As presented herein, NorthStar presents its financial statements in Canadian dollars. Viking publishes its consolidated financial statements In U.S. dollars. In this proxy statement/prospectus, prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to "$," "US$," "USD" and "dollars" mean U.S. dollars and all references to "C$" and "CAD" mean Canadian dollars.

Exchange rates 2 changes

The reporting currency of NorthStar is in Canadian dollars and the reporting currency of Viking is the U.S. dollar. The determination of the functional and reporting currency of each group company is based on the primary currency in which the company operates. For NorthStar, the Canadian dollar is the functional currency. For Viking, the functional currency is the U.S. dollar.

The functional and reporting currency of NorthStar is the Canadian dollar.

Forward-looking statements 15 changes

• the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Viking Securities;

• the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by Viking Shareholders;

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

Some of the statements contained in this proxy statement/prospectus prospectus may constitute "forward -looking statements" within the meaning of the U.S. federal securities laws and "forward -looking information" for purposes of applicable Canadian securities laws (collectively, "forward -looking statements"). Forward -looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward -looking statements reflect Viking's or NorthStar's current views as applicable, with respect to, among other things, their respective its capital resources, performance and results of operations. Likewise, all of Viking's and NorthStar's statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations are forward -looking statements. In some cases, you can identify these forward -looking statements by the use of terminology such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward looking.

The forward -looking statements contained in this proxy statement/prospectus prospectus reflect Viking's, and NorthStar's current views as applicable, about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward -looking statement. None of Viking or NorthStar guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward -looking statements:

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• risks that the Business Combination disrupts current plans of NorthStar and potential difficulties in its employee retention as a result of the Business Combination;

• the outcome of any legal proceedings that may be instituted against NorthStar or Viking related to the Business Combination Agreement or the Business Combination;

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• the risk that the Business Combination may not be completed by Viking Deadline Date and the potential failure to obtain an extension of the Viking Deadline Date if sought by Viking;

• the inability to maintain the listing of Viking Securities or failure to meet listing requirements and maintain the listing of New NorthStar's securities on NYSE American;

• the risk that the price of New NorthStar NorthStar's securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national security tensions, and macro -economic and social environments affecting its business;

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• the risk that the PIPE Financing may not be completed, or that other capital needed by New NorthStar may not be raised on favorable terms, or at all, including as a result of the restrictions agreed to in connection with the PIPE Financing.

Forward -looking statements regarding expected ownership of New NS Common Shares by existing Viking Shareholders and NorthStar Shareholders following the Business Combination have been calculated based on each of Viking's and NorthStar's outstanding share capital, each as of the date of this proxy statement/prospectus. Forward -looking statements representing post -closing expectations are inherently uncertain. Estimates such as expected revenue, production, operating expenses, EBITDA, general and administrative expenses, capital expenditures, free cash flow, net debt, reserves and other measures are preliminary in nature. There can be no assurance that the forward -looking statements will prove to be accurate and reliance should not be placed on these estimates in deciding how to vote on the Proposals.

• increased competition in the fusion commercial space industry; and

• limited supply of materials and supply chains disruptions. and

The forward -looking statements contained herein are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward -looking statements. For a further discussion of the risks and other factors that could cause Viking's, NorthStar's or New NorthStar's future results, performance or transactions to differ significantly from those expressed in any forward -looking statements, please see the section entitled " Risk Factors ." There may be additional risks that Viking and/or New NorthStar and NorthStar do does not presently know or that Viking and/or New NorthStar and NorthStar currently believes are immaterial, that could also cause actual results to differ from those contained in the forward -looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made in making these forward -looking statements prove incorrect, actual results may vary in material respects from those projected in these forward -looking statements. While such forward -looking statements reflect Viking's and/or New NorthStar's and NorthStar's good faith beliefs, as applicable, they are not guarantees of future performance. Viking and/or New NorthStar and NorthStar disclaim disclaims any obligation to publicly update or revise any forward -looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement/prospectus, prospectus, except as required by applicable law. You should not place undue reliance on any forward -looking statements, which are based only on information currently available to Viking and/or New NorthStar. and NorthStar as applicable.

Risk factors 344 changes

Risks Related to NorthStar's Business

You should carefully review and consider the following risk factors and the other information contained in this proxy statement / prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Viking Shareholders' Meeting. The following risk factors apply to the business of NorthStar, the operation of the business by NorthStar and will also apply before deciding whether to the business and operations of New NorthStar following the completion of the Business Combination. invest in our securities. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the our business, reputation, cash flows, financial condition, and results of operations of Viking (or, following the Business Combination, New NorthStar). and future prospects. You should carefully consider the following risk factors in addition to the other information included in this proxy statement / prospectus, including matters addressed in the section entitled "Cautionary Note Regarding Forward -Looking Statements." Viking may face Additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial which may also impair Viking's our business or financial condition. The following discussion should be read in conjunction with the financial This prospectus also contains forward -looking statements that involve risks and notes to uncertainties. Our actual results could differ materially from those anticipated in the financial forward -looking statements included herein. Unless the context requires otherwise, as used herein, references to "we," "us," "our," and "ours" refer both to the business a result of NorthStar and its subsidiaries as presently conducted, as well as the business a number of Viking and its subsidiaries following factors, including the Business Combination. risks described below. See the section titled "Cautionary Note Regarding Forward -Looking Statements."

Risks Related to Our Business

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NorthStar delivers its SSDA services through optical sensors hosted on satellites operated by third parties. We do not own or operate the satellites on which our sensors are hosted. As a result, the availability, performance, and continuity of our core data collection capability depends depend on factors largely outside our control, including the operational status of host satellites, the willingness and ability of host satellite operators to comply with their obligations to us, and the health of the broader commercial small -satellite ecosystem. Any satellite malfunction, orbital maneuver, change in operations, or premature decommissioning by a host satellite operator could reduce or eliminate our data collection capacity from affected sensors. Our ongoing litigation contractual dispute with Spire Global Subsidiary, Inc. ("Spire") arising from an alleged failure by Spire to operate satellites in accordance with our hosting constellation services framework agreement (the "Spire Agreement") illustrates the operational and legal risks attendant on this dependency. Please see " Business of NorthStar and Certain Information about NorthStar — Legal Proceedings " for further information. We cannot assure you that similar disputes with current or future hosted -payload partners will not arise, or that we will be able to successfully resolve them on favorable terms or in a timely manner. A sustained loss of access to a significant portion of our sensor network could materially impair our service delivery, harm customer relationships, and adversely affect our revenue and financial condition.

Our dependency on third -party host satellite operators creates a structural vulnerability in our business model that distinguishes us from operators of dedicated satellite constellations. Operators of dedicated constellations can respond to satellite failures by activating spare satellites, adjusting orbital configurations, or accelerating replacement launches. We lack these options. If a host satellite operator decides to decommission a satellite early, change its orbital plane, alter its operations in a manner that interferes with our sensor's performance, or simply fails to meet its contractual obligations to us, we must negotiate a replacement hosting arrangement from scratch — a process that can take twelve to twenty -four months. Our litigation contractual dispute with Spire Global illustrates the practical difficulty of enforcing hosted -payload agreements and the operational disruption that can result when a hosting relationship deteriorates. We may face similar disputes with our other hosted -payload partners, and there is no guarantee that we will be able to resolve any such disputes on terms that preserve our service delivery capabilities.

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The adjudication of security clearance applications and the investigation of clearance renewals are conducted by government agencies whose timelines and decisions are not subject to external review or appeal in most circumstances. We have experienced delays in clearance processing for certain employees, and there is no guarantee that we will be able to obtain clearances for all personnel whose roles require access to classified information. In addition to personal security clearances, certain of our U.S. government contracts require us to maintain a facility security clearance, which is itself subject to renewal and is sensitive to changes in our corporate ownership structure. including the changes that will result from the Business Combination. Our Canadian corporate structure and the potential introduction of new shareholders through the Business Combination may require additional Foreign Ownership, Control or Influence (FOCI) mitigation measures including imposition of a proxy board or other operational requirements that could affect our facility security clearance status and limit the classified work we are authorized to perform.

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Risks Related to NorthStar's Our Capital Resources

We have a history of operating losses and negative cash flow and may not achieve or sustain profitability for the foreseeable future, and we may be unable to adequately plan and manage our costs as we scale.

We have incurred net losses since our inception, including net losses of approximately C$21.2 million for the year ended December 31, 2025 and approximately C$27.4 million for the year ended December 31, 2024. Further, we had negative cash flows from operating activities of approximately $C5.7 million for the year ended December 31, 2025 and approximately $C8.7 million for the year ended December 31, 2024. These losses and negative cash flows are the result of the substantial investments we have made to grow our business. We expect to continue to incur significant losses as we invest in expanding our sensor constellation, hiring personnel, developing new analytics capabilities, and pursuing regulatory approvals and contract opportunities across multiple jurisdictions. Our path to profitability depends on successfully scaling revenues from government and commercial customers at a pace that exceeds the growth of our operating expenses. As we scale our operations, expand our sensor constellation, grow our workforce, and increase our commercial customer base, our total operating expenses will increase substantially. Key cost drivers include personnel costs, computing infrastructure costs, sensor development and hosted -payload integration costs, compliance and administrative costs, and business development costs. While we expect to generate positive cash flows over time, the aforementioned anticipated increased expenditures will make it harder for us to achieve profitability and positive cash flow and we cannot guarantee we will achieve either in the near term or at all. Our current and future operating expenses are also uncertain and impacted by various factors outside of our control, including the impact of inflation, evolving regulatory requirements, raw material availability, and global supply chain challenges. We cannot assure you that our mitigation efforts will be effective or that the steps we have taken will be sufficient to address these risks. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant operating losses and negative cash flows, and there is no guarantee we will achieve or sustain profitability or positive cash flows. To the extent we have negative cash flows from operating activities in any future periods, all or a portion of the funds raised in connection with the Business Combination and the PIPE Financing may be used to fund such negative cash flows. Even if we are able to successfully develop and scale our products and services, there can be no assurance that we will be commercially successful. See the risk factor entitled " We will likely require additional equity or debt financing to fund our operations, constellation expansion, and growth initiatives, and such financing may not be available on acceptable terms or at all " in this section.

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Our business is capital -intensive . Expanding our sensor constellation requires significant capital expenditure for sensor development, integration, hosted -payload agreement negotiations, and launch services. Continued investment in our analytics platform, data processing infrastructure, and commercial sales capabilities will require additional capital beyond what our current contracts generate. In addition to the PIPE Financing, We may need to raise capital through public or private equity offerings, debt financings, government grants, or strategic partnerships. The availability and terms of such financing are subject to capital market conditions, our financial performance, the progress of our commercialization strategy, and investor appetite for space -sector companies. If we are unable to raise needed capital on acceptable terms or in sufficient amounts, we may be required to curtail operations, delay constellation expansion, or forego growth opportunities. We cannot assure you that our mitigation efforts will be effective or that the steps we have taken will be sufficient to address these risks. Our ability to respond effectively to these risks depends in part on factors that are outside our control and that may change without notice.

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We have a history of operating losses and may not achieve or sustain profitability for the foreseeable future, and we may be unable to adequately plan and manage our costs as we scale.

We have incurred net losses since our inception and we expect to continue to incur significant losses as we invest in expanding our sensor constellation, hiring personnel, developing new analytics capabilities, and pursuing regulatory approvals and contract opportunities across multiple jurisdictions. Our path to profitability depends on successfully scaling revenues from government and commercial customers at a pace that exceeds the growth of our operating expenses. As we scale our operations, expand our sensor constellation, grow our workforce, and increase our commercial customer base, our total operating expenses will increase substantially. Key cost drivers include personnel costs, computing infrastructure costs, sensor development and hosted -payload integration costs, compliance and administrative costs, and business development costs. Our current and future operating expenses are also uncertain and impacted by various factors outside of our control, including the impact of inflation, evolving regulatory requirements, raw material availability, and global supply chain challenges. We cannot assure you that our mitigation efforts will be effective or that the steps we have taken will be sufficient to address these risks.

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NorthStar currently derives a significant and disproportionate share all of its revenue from a limited number of government contracts, including contracts with the U.S. Space Force Joint Task Force -Space Defense Commercial Operations, DARPA, the Canadian 3 rd Canadian Space Division under the National Master Standing Offer, and various European agencies. Government customers may decline to exercise contract options, reduce the funded scope of task orders, delay or cancel programs, or reallocate funding to competing priorities without the financial remedies that would typically apply to a commercial customer termination. Government spending priorities can shift rapidly due to changes in political leadership, geopolitical developments, fiscal constraints, and evolving assessments of national security threats. Government procurement processes are governed by complex regulations and typically involve multi -stage competitive evaluations followed by protest periods during which unsuccessful bidders may challenge award decisions. Even after contract award, funding under U.S. government contracts is typically released on an annual appropriation cycle. These procurement dynamics make it extremely difficult to forecast the timing of new contract awards or the receipt of funded task orders. The loss of any single large customer — whether due to non -renewal , budget reallocation, competitive displacement, contract termination, dissatisfaction with service quality, or changes in the customer's internal priorities — could cause a significant decline in our revenue that would be difficult to replace quickly. We cannot assure you that any of our current government contracts will be renewed, extended, or expanded on favorable terms or at all.

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We currently derive a significant and disproportionate share all of our revenue from a small number of large government and commercial customers. The loss of any single large customer — whether due to non -renewal , budget reallocation, competitive displacement, contract termination, dissatisfaction with service quality, or changes in the customer's internal priorities — could cause a significant decline in our revenue that would be difficult to replace quickly. Government customers in particular operate on multi -year budget cycles and procurement timelines, meaning that if we lose a major government customer, we may not be able to replace that revenue through new contract awards for an extended period. We cannot assure you that our mitigation efforts will be effective or that the steps we have taken will be sufficient to address these risks. Our ability to respond effectively to these risks depends in part on factors that are outside our control and that may change without notice. Even if we are able to identify these risks in advance, we may not have the resources or capabilities to address them in a timely or cost -effective manner. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and prospects.

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In addition to our ongoing arbitration contractual dispute and related proceedings with Spire, Global, Inc., we may from time to time be involved in legal disputes, regulatory proceedings, contract disputes, intellectual property litigation, employment disputes, and other legal actions that arise in the normal course of our business. Litigation and regulatory proceedings are inherently unpredictable, can be extremely costly, and divert significant management time and resources regardless of their ultimate outcome. An adverse judgment or settlement in a significant case could result in material financial liability, injunctive relief that restricts our operations, loss of intellectual property rights, or damage to our relationships with government customers. We maintain insurance coverage for certain categories of legal liability, but our insurance may not cover all claims asserted against us or may be insufficient in amount. We cannot assure you that our mitigation efforts will be effective or that the steps we have taken will be sufficient to address these risks. Our ability to respond effectively to these risks depends in part on factors that are outside our control and that may change without notice.

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In August 2024, we filed a Motion for Interlocutory Injunction against Spire Global, Inc. in the Ontario Superior Court of Justice, alleging that Spire failed to operate satellites hosting our sensors in accordance with our agreement and failed to replace satellites subject to a block failure within contractually required timelines. We subsequently filed a Request for Arbitration with the International Chamber of Commerce International Court of Arbitration in September 2024. Spire has separately sought payment under a promissory note we issued, which we contend is inextricably linked to Spire's service obligations under our agreement. On February 24, 2025, a U.S. magistrate judge granted our motion to compel Spire to arbitrate its payment claim, staying the U.S. proceeding pending ICC arbitration. The ICC arbitration hearing occurred in January 2026, with a decision expected in the second quarter of 2026. We cannot assure you that the arbitration will be resolved in our favor, or that any damages we may be awarded will be fully collectible. An adverse outcome could result in a material payment obligation or could affect the continuity of our hosted -payload operations.

The ICC arbitration with Spire Global involves significant factual and legal complexity, as both parties have asserted competing claims and defenses that will require the arbitral tribunal to assess extensive documentary evidence and expert testimony. The outcome of international commercial arbitration proceedings is inherently uncertain, and the enforcement of any arbitral award obtained in our favor may be subject to practical and legal challenges, particularly if Spire's financial condition deteriorates. Even if we prevail in the arbitration, the disruption to our hosted -payload network caused by Spire's alleged failure to perform could have lasting effects on our data collection capabilities and customer relationships that are not fully compensable in damages. We cannot assure you that our mitigation efforts will be effective or that the steps we have taken will be sufficient to address these risks.

We are currently party to significant litigation arbitration with Spire, Global, Inc., and in which an adverse outcome has been awarded and which could result in material financial liability or disrupt our sensor network. to Northstar.

In August 2024, we filed a Motion for Interlocutory Injunction against Spire in the Ontario Superior Court of Justice, alleging that Spire failed to operate satellites hosting our sensors in accordance with the Spire Agreement and failed to replace satellites subject to a block failure within contractually required timelines. We subsequently filed a Request for Arbitration with the International Chamber of Commerce International Court of Arbitration ("ICC") on September 30, 2024. On February 24, 2025, a U.S. magistrate judge granted our motion to compel Spire to arbitrate its payment claim, staying the U.S. proceeding pending ICC arbitration. On September 30, 2024, NorthStar initiated arbitration proceedings before the International Court of Arbitration of the ICC seeking monetary damages and other relief relating to the Spire Agreement. Spire denied all claims and asserted counterclaims, including for amounts due under the Spire Note, for costs incurred in connection with an interlocutory injunction obtained by NorthStar in the Superior Court of Justice of Ontario, and for costs of the arbitration. On July 31, 2026, an ICC tribunal issued an award which dismissed NorthStar's claims (but did not address enforcement of the obligation to provide four replacement satellites at no additional cost) and granted Spire's counterclaim in part. Pursuant to the award, NorthStar was directed to pay to Spire an aggregate amount of approximately $12.4 million, comprised of amounts due under a vendor financing promissory note issued by NorthStar to Spire, damages in respect of the interlocutory injunction and costs of the arbitration. The ICC tribunal noted in the award that the Spire Agreement has never been terminated. The Spire Note is reflected in current liabilities on NorthStar's financial statements accompanying this prospectus, and NorthStar expects to record liabilities in respect of the award on its unaudited interim consolidated financial statements as of and for the six months ended June 30, 2026.

NorthStar is evaluating the award and its implications (including in respect of the parties' ongoing rights and obligations under the Spire Agreement), and is considering all available options consistent with applicable law and the terms of the Spire Agreement, including as it concerns the four replacement satellites. Any such actions and their outcomes are inherently uncertain and could materially affect future results.

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If Viking does not qualify for the start -up exception and is determined to be a PFIC with respect to a U.S. Holder, such U.S. Holder did not make any of the PFIC Elections (as defined in the subsection entitled " Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities — Passive Foreign Investment Company Rules ") with respect to its Viking Class A Shares, and the Continuation qualifies as an F Reorganization then New NorthStar should also be treated as a PFIC as to such U.S. Holder with respect to such New NS Common Shares even if New NorthStar does not meet a test for PFIC status in its own right, unless such U.S. Holder makes a purging election (as described below) with respect to its shares.

Viking may be, or New NorthStar may become, a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If New NorthStar is or becomes a "passive foreign investment company" ("PFIC") within the meaning of Section 1297 of the Code or for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder (as defined in the section entitled " "Material U.S. Federal Income Tax Considerations"), for U.S. Holders of Viking Securities ") of New NS Common Shares, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

Because Viking is was a blank -check company with no current active business prior to the Business Combination, Viking expects that it would be may have been classified as a PFIC for its taxable year ended December 31, 2025. subject to the potential application of the start -up exception (as discussed in the subsection entitled " Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities -Passive Foreign Investment Company Rules "). Assuming the Continuation qualifies as an F Reorganization (as defined in the subsection entitled " Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities — Tax Consequences of the Continuation — In General "), New NorthStar expects it should be treated as the same corporation as Viking for purposes of the PFIC rules, and the PFIC income and asset tests in respect of Viking NorthStar for the current taxable year should be applied based on the income and assets of the combined business.

Because the timing of the Continuation is uncertain, it is unclear whether Viking will be able to qualify for the start -up exception. Moreover, because PFIC status is based on income, assets and activities for the entire taxable year, it is not possible to determine the PFIC status of New NorthStar for any taxable year until after the close of the that taxable year. Accordingly, there can be no assurance as to the PFIC status of Viking or, after the Continuation, Viking NorthStar for the current taxable year or any future taxable year.

If NorthStar is, or is treated as, a PFIC for any taxable year during a U.S. Holder's holding period, the U.S. Holder generally will be subject to adverse U.S. federal income tax consequences, including (subject to certain elections described in the subsection entitled " Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules — PFIC Elections ") increased tax liability on disposition gains and certain "excess distributions" and additional reporting requirements.

Please see the section entitled " Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities — Passive Foreign Investment Company Rules " for a more detailed discussion with respect to the PFIC status of Viking and New NorthStar. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to them.

The price of New NorthStar's securities may be subject to significant fluctuations, based on various factors including an inability to achieve milestones set forth by management, quarterly or annual fluctuations in results of operations, financial results which deviate from analysts' expectations, general economic conditions, legislative changes, changes in business prospects, developments that affect the industry as a whole, the breadth of the public market for New NorthStar's securities, the attractiveness of alternative investments, and other events and factors that are beyond New NorthStar's control.

The trading price of New NorthStar's shares will be volatile and could be subject to significant fluctuations in response to various factors, some of which are beyond its control. These factors include:

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• failure to meet or exceed financial estimates and projections of the investment community or that New NorthStar provides to the public;

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• sales of New NorthStar's shares into the market pursuant to the exercise of registration rights described elsewhere in this proxy statement/prospectus;

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Future sales of shares by shareholders could cause New NorthStar's stock price to decline.

Although the Sponsor, Viking initial shareholders and certain NorthStar Shareholders who signed Lock -Up Agreements will be subject to certain restrictions regarding the transfer of New NorthStar's shares following the Business Combination, these shares may be sold after the expiration of their respective lock -ups . New NorthStar intends to file one or more registration statements prior to or shortly after the closing of the Business Combination to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of shares of New NorthStar could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

• sales of substantial amounts of shares or other securities by the New NS Board, executive officers or significant shareholders or the perception that such sales could occur;

• changes in New NorthStar's capital structure, including the number of shares outstanding, future issuances of securities or the incurrence of debt; and • general economic, political and market conditions and changes thereto.

Broad market and industry factors may seriously affect the market price of New NorthStar's securities, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of management's attention and resources. As a result of these and other factors, the market price of New NorthStar's securities may be volatile in the future.

The coverage and recommendations of New NorthStar's business or its securities by securities or industry analysts, or the absence thereof, could adversely affect the trading price and volume of New NorthStar's shares, warrants and other securities.

The trading market for New NorthStar's securities is influenced in part by research and other reports that industry or securities analysts publish about New NorthStar or its business or industry from time to time. We do not control these analysts or the content and opinions included in their reports. New NorthStar may be slow to attract equity research coverage, and the analysts who publish information about its securities will have had relatively little experience with NorthStar, which could affect their ability to accurately forecast New NorthStar's results and make it more likely that New NorthStar fails to meet their estimates. If no or few analysts commence equity research coverage of New NorthStar, the trading price and volume of its securities would likely be negatively impacted. If analysts do cover New NorthStar and one or more of them downgrade its securities, or if they issue other unfavorable commentary about New NorthStar or its industry or inaccurate research, New NorthStar's stock price would likely decline. Furthermore, if one or more of these analysts cease coverage or fail to regularly publish reports on New NorthStar, it could lose visibility in the financial markets. Any of the foregoing would likely cause New NorthStar's stock price and trading volume to decline, perhaps significantly. Accordingly, we cannot assure you of the likelihood that an active trading market will be developed or maintained, the liquidity of any trading market, your ability to sell New NorthStar's securities when desired or the price that you may be able to obtain in any such sale.

Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause NorthStar's stock price to decline.

Sales, or the perception of potential sales, of a substantial number of our Common Shares, NS Warrants and/or shares issuable upon conversion or exercise thereof by the Selling Securityholders and/or by our existing securityholders could cause the market price of our Common Shares to decline. This risk may be heightened because the Selling Securityholders may have acquired, or have the right to acquire, securities at prices significantly below the current market price of our Common Shares and therefore may have an incentive to sell even if public investors experience losses on their investment.

The Selling Securityholders can sell, under this prospectus, (a) up to 28,146,709 Common Shares issuable and (b) up to 2,219,998 Common Shares issuable upon the exercise of NS Warrants. Depending on the price, the public securityholders may have paid significantly more than the Selling Securityholders for any shares they may have purchased in the open market based on variable market price.

Sales of a substantial number of our Common Shares in the public market by the Selling Securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could depress the market price of our Common Shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Common Shares.

The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the differences in the purchase prices described elsewhere in this prospectus.

If New NorthStar's shareholders sell or indicate an intention to sell substantial amounts of its common shares In the public market, the trading price of New NorthStar's shares could decline. In addition, shares underlying any outstanding options and restricted stock units will become eligible for sale if exercised or settled, as applicable, and to the extent permitted by the provisions of various vesting agreements and Rule 144 of the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of New NorthStar's shares could decline.

New NorthStar's governance documents will permit it to issue an unlimited number of common shares without seeking approval of the shareholders. New NorthStar may complete additional financings in the future, which may have a dilutive or negative effect on existing shareholders.

New NorthStar's governance documents will permit it to issue an unlimited number of Common Shares. Subject to the requirements of the CBCA and applicable securities laws and securities exchange rules and policies, New NorthStar will is not be required to obtain the approval of shareholders for the issuance of additional Common Shares. Any further issuances of Common Shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

New NorthStar's governance documents will also permit it to issue an unlimited number of preferred shares, issuable in series and, subject to the requirements of the CBCA, having such designations, rights, privileges, restrictions and conditions, including dividend and voting rights, as the New NS Board may determine, and which may be superior to those of the Common Shares. The issuance of preferred shares could, among other things, have the effect of delaying, deferring or preventing a change in control and might adversely affect the market price of the Common Shares. Subject to the provisions of the CBCA, the NYSE American and any other securities exchange that New NorthStar's shares may be listed on, New NorthStar may not be required to obtain the approval of the holders of Common Shares for the issuance of preferred shares or to determine the maximum number of shares of each series of preferred shares, create an identifying name for each series and attach such special rights or restrictions as the New NS Board may determine.

We anticipate orders for, and revenues from, our services to be project based, so our financial condition and results of operations are likely to fluctuate on a quarterly and annual basis in future periods, which could cause New NorthStar's our financial results for a particular period to fall below expectations, resulting in a decline in the market price of its shares.

We anticipate orders for, and revenues from, our services to be project based, so New NorthStar's our financial condition and results of operations are likely to fluctuate on a quarterly and annual basis in future periods, which could cause its our financial results for a particular period to fall below expectations, resulting in a decline in the market price of New NorthStar's our shares. New NorthStar's Our results may vary from period to period as a result of fluctuations in the number of customers purchasing or taking delivery of its our planned products and services as well as fluctuations in the timing and amount of its our expenses. As a result, comparing New NorthStar's our results of operations on a period -to -period basis may not be meaningful, and the results of any one period should not be relied on as an indication of future performance.

In addition to the other risks described herein, the following factors could also cause New NorthStar's our financial condition and results of operations to fluctuate on a quarterly basis:

• its our ability to attract new customers and retain any future customers, including in a cost -effective manner;

• its our ability to accurately forecast revenue and losses and appropriately plan its our expenses;

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• the effects of increased competition on its our business;

• its our ability to successfully maintain its our position in and expand in existing markets as well as successfully enter new markets;

• its our ability to protect its our existing intellectual property and to create new intellectual property;

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New NorthStar will be an emerging growth company within the meaning of the Securities Act, and intends to take advantage of certain exemptions from disclosure requirements available to emerging growth companies. Such a determination could make New NorthStar's securities less attractive to investors and may make it more difficult to compare New NorthStar's performance with other public companies.

The market values of growth-oriented and early-stage companies, including New NorthStar, may be more volatile than other securities and may involve special risks.

In the past, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to drops in market value, especially for growth -oriented and early -stage companies. As a result, New NorthStar's securities are subject to potential downward pressures, which may result in high redemptions of the cash available from the trust fund. If there are substantial redemptions, there will be a lower float of New NorthStar's common shares outstanding, which may cause further volatility in the price of its securities.

• disruptions in sales, production, service or other business activities or its our inability to attract and retain qualified personnel;

• the impact of, and changes in, governmental or other regulation affecting its our business; and • the impact of epidemics or pandemics on its our workforce, or those of its our potential future customers, suppliers, vendors or business partners.

Fluctuations in operating results and cash flow could, among other things, give rise to short -term liquidity issues. In addition, revenue and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on New NorthStar's our stock price.

As an "emerging growth company," we cannot be certain if the reduced disclosure requirements applicable to "emerging growth companies" will make the Common Shares less attractive to investors.

New NorthStar will be As an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act, and intends NorthStar is entitled to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," to the extent permitted under applicable Canadian securities laws and applicable stock exchange requirements, for as long as it continues to be an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Act of 2002 (the "Sarbanes -Oxley Act"), reduced disclosure obligations regarding executive compensation in New NorthStar's periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding non -binding advisory vote on executive compensation and stockholder shareholder approval of any golden parachute payments not previously approved. As a result, New NorthStar's shareholders may not have access to certain information they may deem important. New NorthStar will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of its common shares that are held by non -affiliates exceeds $700 million as of the end of that year's second fiscal quarter, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non -convertible debt in the prior three -year period or (iv) December 31, 2030. Investors may find New NorthStar's securities less attractive because it will rely on these exemptions. If some investors find New NorthStar's securities less attractive as a result of its reliance on these exemptions, the trading prices of New NorthStar's securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

As a result, NorthStar's shareholders may not have access to certain information they may deem important. NorthStar will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of its Common Shares that are held by non -affiliates exceeds $700 million as of the end of that year's second fiscal quarter, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non -convertible debt in the prior three -year period or (iv) December 31, 2031. Investors may find NorthStar's securities less attractive because it will rely on these exemptions. If some investors find NorthStar's securities less attractive as a result of its reliance on these exemptions, the trading prices of NorthStar's securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

When NorthStar loses its "emerging growth company" status, depending on its filer status at such time, it may no longer be able to take advantage of certain exemptions from reporting, and it will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Act. NorthStar will incur additional expenses in connection with such compliance and its management will need to devote additional time and effort to implement and comply with such requirements. Such additional expenses and time incurred could impact the future operations of NorthStar.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, New NorthStar may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of New NorthStar's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

As a foreign private issuer of securities in the United States, New NorthStar will be is permitted to and intends to adopt has adopted certain home country practices in relation to corporate governance matters that differ significantly from the NYSE Listed American Company Manual; Guide; these practices may afford less protection to shareholders than they would enjoy if New NorthStar complied fully with the NYSE Listed American Company Manual. Guide.

Because New NorthStar qualifies as a foreign private issuer under the Exchange Act, it is exempt from certain provisions of the securities rules and regulations in the United States that are applicable to United States domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10 -Q or current reports on Form 8 -K ; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material non -public information under Regulation FD. Instead, New NorthStar will provide such reports and financial statements within the timeframes required by Canadian securities laws. New NorthStar will be required to comply with Canadian securities laws and the rules of any stock exchange on which its securities are listed governing the disclosure of material facts and material changes. Additionally, New NorthStar reporting insiders will be required to comply with insider reporting requirements under applicable Canadian securities laws. Accordingly, after the Business Combination, New NorthStar shareholders may receive less or different information about New NorthStar than they currently receive about the Viking, as applicable, or that they would receive about a U.S. domestic public company.

New NorthStar will be required to file an annual report on Form 20 -F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6 -K . However, the information New NorthStar will be required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by United States domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a United States domestic issuer.

While it is a foreign private issuer, NorthStar may opt out of certain NYSE American corporate governance rules applicable to public companies organized in the U.S. We are entitled to rely on a provision in the NYSE American corporate governance rules that allows NorthStar to follow Canadian corporate law with regard to certain aspects of corporate governance. This allows NorthStar to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to domestic issuers listed on NYSE American, which may provide less protection to NS Shareholders than what is accorded to investors under the NYSE American rules applicable to domestic issuers.

Rather than being required to follow all of the corporate governance requirements that apply to domestic companies, a foreign private issuer may follow the corporate governance practice in its home country, except that it must:

• Disclose publicly each requirement that it does not follow and describe the home country practice that it does follow.

• Refrain from a disparate reduction or restriction of voting rights of common shareholders, subject to certain exceptions if not prohibited by home country law.

• Provide a prompt notification if an executive officer of the company becomes aware of any noncompliance by the company of NYSE American rules.

• Have an audit committee that meets certain requirements, as discussed below.

Additionally, NorthStar reporting insiders will be required to comply with insider reporting requirements under applicable Canadian securities laws.

New NorthStar may lose its foreign private issuer status in the future, which could result in significant additional cost and expense.

New NorthStar will be a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act; however, under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer's most recently completed second fiscal quarter.

In the future, New NorthStar would lose its foreign private issuer status if a majority of its shareholders are United States residents or if a majority of its directors or management are United States citizens or residents, and New NorthStar fails to meet additional requirements necessary to avoid loss of foreign private issuer status. New NorthStar may lose its foreign private issuer status or its foreign private issuer status may be impacted in the future if the SEC implements changes to a foreign private issuer's regulatory accommodations based on their current ongoing reevaluation of the definition for a foreign private issuer. Although we have elected to comply with certain United States regulatory provisions, New NorthStar's loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to New NorthStar under United States securities laws as a United States domestic issuer may be significantly higher. If New NorthStar is not a foreign private issuer, it will be required to file periodic reports and registration statements on United States domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10 -K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20 -F permits foreign private issuers to disclose compensation information on an aggregate basis. New NorthStar will also have to mandatorily comply with United States federal proxy requirements, and its officers, directors and principal shareholders will become subject to the short -swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. New NorthStar may also be required to modify certain of its policies to comply with good governance practices associated with United States domestic issuers. Such conversion and modifications will involve additional costs. In addition, New NorthStar may lose its ability to rely upon exemptions from certain corporate governance requirements on NYSE American that are available to foreign private issuers.

As a result, we expect that a loss of foreign private issuer status for NorthStar would increase its legal and financial compliance costs and is likely to make some activities highly time -consuming and costly. We also expect that if NorthStar were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for it to obtain director and officer liability insurance, and NorthStar may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for NorthStar to attract and retain qualified members of its board of directors.

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and 264 more changes in the filing

Unaudited pro forma condensed combined financial information 116 changes

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement / prospectus. Current Report on Form 20-F (the "Form 20-F") filed with the Securities and Exchange Commission (the "SEC".)

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The following unaudited pro forma condensed combined balance sheet as of December 31, 2025, June 30, 2026, assumes that the Business Combination occurred on December 31, 2025. June 30, 2026. The unaudited pro forma condensed combined statement statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, assume that the Business Combination occurred on January 1, 2025, the beginning of the earliest period periods presented.

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The historical financial information of Viking was derived from the audited unaudited financial statements of Viking as of and for the six months ended June 30, 2026 and the audited financial statements of Viking for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus. which are incorporated by reference. The historical financial information of NorthStar was derived from the audited unaudited consolidated financial statements of NorthStar as of and for the six months ended June 30, 2026 and the audited consolidated financial statements of NorthStar for the year ended December 31, 2025, which are included elsewhere in this proxy statement/prospectus. incorporated by reference. This information should be read together with Viking's and NorthStar's unaudited and audited financial statements, and related notes, the sections titled " Management's Discussion and Analysis of Financial Condition and Results of Operations of Viking " and " Management's Discussion and Analysis of Financial Condition and Results of Operations of NorthStar " and other financial information, included elsewhere in this proxy statement/prospectus. incorporated by reference.

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On April 16, 2026, Viking entered into the Business Combination Agreement with NorthStar and NewCo. Subject to its terms and conditions, the Business Combination Agreement provides, among other things, that (1) at least one business day prior to the Closing Date, Viking will continue from the Cayman Islands to Canada, (2) NorthStar will conduct the NorthStar Reorganization, whereby certain NorthStar loans, debentures, and NorthStar Securities will be exchanged for or converted into NorthStar Ordinary Shares, (3) NewCo will amalgamate with and into NorthStar, with NewCo surviving the Amalgamation as a wholly -owned subsidiary of New NorthStar, pursuant to an arrangement under the applicable provisions of the CBCA and the Plan of Arrangement, and (4) New NorthStar will adopt the Restated Articles.

The aggregate equity consideration to be issued to the NorthStar Securityholders in the Business Combination will be approximately 30,000,000 NorthStar Ordinary Shares to be authorized pursuant to the New NS Organizational Documents, based on a transaction value of $300 million.

In addition, following the Closing, New NorthStar will issue up to 10,000,000 New NS Earnout Shares to certain Earnout Recipients, including the Sponsor, which will be entitled to 10% of any Earnout Shares issued, in each case as determined by a committee of the New NS Board and subject to the achievement of certain revenue -based performance targets. Up to 5,000,000 New NS Earnout Shares will be issued if New NorthStar achieves a Revenue Run Rate of at least $50,000,000 during any of the four fiscal quarters ending March 31, June 30, September 30 or December 31, 2027. If the 2027 Earnout Target is not achieved, but any of the 2028 Earnout Targets is subsequently achieved, the 2027 Earnout Target will be deemed satisfied in full at such time. An additional tranche of up to 5,000,000 New NS Earnout Shares will be issued based on revenue performance during specified periods in 2028 and early 2029, with the number of New NS Earnout Shares issuable determined on a sliding scale as follows: (i) 5,000,000 shares if the applicable revenue metric equals or exceeds $100,000,000, (ii) 3,750,000 shares if at least $90,000,000 but less than $100,000,000, (iii) 2,500,000 shares if at least $80,000,000 but less than $90,000,000, and (iv) 1,250,000 shares if at least $70,000,000 but less than $80,000,000. The applicable revenue metric is based on "Revenue Run Rate," calculated using annualized service revenue and R&D funding as reported in New NorthStar's financial statements. Measurement periods will be automatically extended in the event of certain launch delays outside New NorthStar's control, including delays caused by counterparties or force majeure events. If a change of control transaction occurs prior to the final measurement period, any New NS Earnout Shares that have not yet been issued will be deemed earned and issued to the Earnout Recipients immediately prior to such transaction.

The Earnout structure includes cumulative revenue -based tranches with a change -of -control provision that causes all remaining unvested shares to vest regardless of revenue performance. This feature introduces settlement variability that precludes equity classification under ASC 815 -40 .

On the Closing Date, each then issued and outstanding Viking Class B Common Share shall automatically convert, on a one -for -one basis, for a Viking Class A Common Share pursuant to the Viking Closing Articles.

Concurrently with the execution of the Business Combination Agreement, on April 16, 2026, Viking, Sponsor, and NorthStar entered into the PIPE Agreements with the PIPE Investors. Pursuant to the PIPE Agreements, the PIPE Investors agreed, conditional on the completion of the Business Combination, to subscribe for and purchase, and NorthStar agreed to issue and sell to the PIPE Investors, NorthStar Ordinary Shares, which, pursuant to the Plan of Arrangement, will be exchanged for an aggregate of $30 million of New NS Common Shares, on the basis of $10.00 per resulting New NS Common Share, as well as warrants to purchase NorthStar Ordinary Shares, which, pursuant to the Plan of Arrangement, will be exchanged for PIPE Warrants to acquire 3,000,000 New NS Common Shares at Closing. Such PIPE Warrants will have the same terms as the New Viking Public Warrants (as defined in the PIPE Agreement). In addition, the Sponsor agreed to transfer to the PIPE Investors (on a pro rata basis proportionally to each PIPE Investor's investment) an aggregate of 3,000,000 New NS Common Shares (after conversion of the Founders Shares pursuant to the Arrangement) at Closing.

Concurrently with the execution and delivery of the Business Combination Agreement, Viking, NorthStar, and the Sponsor entered into the Sponsor Letter Agreement pursuant to which, among other things (1) the Sponsor agreed to vote all Founder Shares held by it in favor of the Business Combination Agreement, the Business Combination and related proposals, (2) the Sponsor agreed that, at the Closing, it will transfer, directly or constructively, 3,000,000 Founder Shares to investors in the PIPE Financing and Viking agreed to issue to the Sponsor at closing for consideration of the Sponsor Letter, 500,000 New NS Common Shares, (3) Sponsor agreed to pay SPAC Excluded Expenses unpaid under the Business Combination Agreement, and (4) the parties agreed that 10% of any Earnout Shares issued shall be allocated to Sponsor if the dollar volume -weighted average price for the New NS Common Shares over any 20 consecutive day trading period within the 30 consecutive trading days beginning on the day immediately following the publication of New NorthStar's Form 20 -F or Form 6 -K that evidences the satisfaction of the applicable earnout target, is greater than or equal to $10.00.

Transactions to Occur at Closing

On the Closing Date, pursuant to the Arrangement, NorthStar will complete the NorthStar Recapitalization pursuant to which, among other things:

• certain NorthStar Convertible Debentures will be amended to provide that such debentures or any portion thereof may be converted into non -convertible debt securities of NorthStar at the option of the holder;

• all accrued interest under the NorthStar Convertible Debentures will be deemed to be paid in kind and added to the principal amount of such debentures;

• certain NorthStar Convertible Debentures will be converted into non -convertible debt securities of NorthStar in accordance with their terms (the "Remaining Debentures");

• certain NorthStar Convertible Debentures will convert into NorthStar Class C Preferred Shares or NorthStar Class D Preferred Shares, as the case may be, at a rate of 1 NorthStar Class C Preferred Share or NorthStar Class D Preferred Share per $100 in outstanding aggregate principal amount;

• the articles of NorthStar will be amended to create the NorthStar Ordinary Shares, and the then outstanding shares of NorthStar will be exchanged for NorthStar Ordinary Shares on the basis of: (i) [ ] NorthStar Ordinary Shares for each NorthStar Class A Common Share, (ii) [ ] NorthStar Ordinary Shares for each NorthStar Class B Common Share, (iii) [ ] NorthStar Ordinary Shares for each NorthStar Class A Preferred Share, (iv) [ ] NorthStar Ordinary Shares for each NorthStar Class B Preferred Share, (v) [ ] NorthStar Ordinary Shares for each NorthStar Class B -1 Preferred Share, (vi) [ ] NorthStar Ordinary Shares for each NorthStar Class C Preferred Share, and (vii) [ ] NorthStar Ordinary Shares for each NorthStar Class D Preferred Share; and the NorthStar Options will be adjusted in accordance with their terms to give effect to the foregoing;

• certain NorthStar Convertible Debentures will be amended to provide, among other things, that such debentures will be convertible into NorthStar Ordinary Shares upon the consummation of the Business Combination at a price per share equal to the fair market value of the NorthStar Ordinary Shares, less a 25% discount, which debentures will be converted into NorthStar Ordinary Shares in accordance with their terms; and • the NorthStar Shareholder Loans and all accrued interest thereunder will be contributed to NorthStar in consideration for the issuance of NorthStar Ordinary Shares at a rate of 1 NorthStar Ordinary Share per $10 in outstanding aggregate principal amount and accrued interest of such NorthStar Shareholder Loan.

As of the date hereof, there are [ ] NorthStar Class A Common Shares, [ ] NorthStar Class B Common Shares, [ ] NorthStar Class A Preferred Shares, [ ] NorthStar Class B Preferred Shares, and [ ] NorthStar Class B -1 Preferred Shares issued and outstanding. As of [March 31, 2026], the aggregate principal amount and accrued interest of the NorthStar Convertible Debentures was $[ ] in respect of the NorthStar Convertible Debentures that will convert into non -convertible debt securities of NorthStar, $[ ] in respect of the NorthStar Convertible Debentures that will convert into NorthStar Class C Preferred Shares or NorthStar Class D Preferred Shares, and $[ ] in respect of the NorthStar Convertible Debentures that will convert into NorthStar Ordinary Shares. As of [_____], the aggregate principal amount and accrued interest of the NorthStar Shareholder Loans was $[ ].

Accordingly, pursuant to the NorthStar Recapitalization, if the Closing occurred on [___], (i) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class A Common Shares, (ii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class B Common Shares, (iii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class A Preferred Shares, (iv) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class B Preferred Shares, (v) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class B -1 Preferred Shares, (vi) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class C Preferred Shares, (vii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Class A Preferred Shares, (viii) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Convertible Debentures that converted into NorthStar Ordinary Shares, and (ix) [ ] NorthStar Ordinary Shares would be issued to the former holders of NorthStar Shareholder Loans.

On the Closing Date, pursuant to the Arrangement and following the NorthStar Recapitalization, among other things:

• the PIPE Financing will be consummated by NorthStar pursuant to the PIPE Agreements;

• the Sponsor will transfer an aggregate of 3,000,000 Viking Class B Shares to the PIPE Investors proportionally to their investment in the PIPE Financing;

• each then issued and outstanding Viking Class B Share shall be exchanged for one Viking Class A Share;

• the articles of New NorthStar will be amended to (i) redesignate the Viking Class A Shares as New NS Common Shares, (ii) create a new class of preferred shares and delete the Viking Class B Shares, and (iii) provide that the New NS Common Shares and the New NorthStar preferred shares will have the rights, privileges, restrictions and conditions set out in the Plan of Arrangement;

• NorthStar and NewCo will amalgamate under the CBCA, and pursuant to the Amalgamation:

• the Amalgamated Company will become a wholly owned subsidiary of New NorthStar;

• each then issued and outstanding NorthStar Ordinary Share (including those issued pursuant to the PIPE Financing) will be exchanged for that number of New NS Common Shares equal to the Exchange Ratio;

• each then issued and outstanding NorthStar PIPE Warrant (including those issued pursuant to the PIPE Financing) will be exchanged for one (1) New NS PIPE Warrant to acquire one (1) New NS Common Share at a per share exercise price equal to $11.50, subject to adjustment, which will be governed by the terms of the Viking Public Warrant Agreement; and • each then issued and outstanding NorthStar Option will be exchanged for an option to acquire a number of New NS Common Shares (rounded up to the nearest whole share) equal to (1) the number of NorthStar Ordinary Shares subject to the applicable NorthStar Option multiplied by (2) the Exchange Ratio (the "New NS Exchange Options"), each at a per share exercise price (rounded up to the nearest cent) equal to the quotient of (1) the per share exercise price for the NorthStar Ordinary Shares subject to the applicable NorthStar Option, divided by (2) the Exchange Ratio (the "New NS Exchange Option Exercise Price"), in each case, in accordance with the provisions of applicable Law (including Sections 424(a) and Section 409A of the Code and subsection 7(1.4) of the Tax Act);

• the NorthStar legacy option plan will terminate;

• New NorthStar will issue to the Sponsor 500,000 New NS Common Shares;

• New NorthStar will change its name to [_______];

• the Lock -Up Agreements will become effective; and

• the Board of New NorthStar will be reconstituted to reflect the New NS Board.

• NorthStar has the right to appoint majority of the directors in New NorthStar;

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of Viking Public Shares:

• Assuming No Redemptions Scenario: This presentation assumes that no Public Shareholders of Viking will exercise redemption rights with respect to the Public Shares for a pro rata share of the funds in the Trust Account. Thus, the amount of funds held in the Trust Account is available for the Business Combination.

• Assuming 100% Redemptions Scenario: This presentation assumes that 23,000,000 Public Shares are redeemed for aggregate redemption payments of C$317.3 million, based on a redemption price of approximately C$13.79 per share. This scenario includes all adjustments contained in the "no redemptions" scenario and presents additional adjustments to reflect the effect of the 100% redemptions.

On October 1, 2026 (the "Closing Date"), NorthStar Earth & Space Enterprises, Inc. (the "Company"), a corporation existing under the Canada Business Corporations Act (the "CBCA"), consummated its previously announced business combination pursuant to that certain business combination agreement, dated April 16, 2026, as amended on May 15, 2026 and July 15, 2026 (the "Business Combination Agreement"), by and among Viking Acquisition Corp. I, a Cayman Islands exempted company ("Viking"), NorthStar Earth & Space Inc., a corporation existing under the CBCA ("NorthStar"), and Viking NS Amalgamation Corp., a corporation existing under the CBCA and wholly owned subsidiary of Viking ("NewCo").

The Business Combination Agreement provided for, among other things and subject to its terms and conditions: (i) the continuation of Viking from the Cayman Islands to Canada in accordance with the Cayman Islands Companies Act (As Revised) and the CBCA (the "Continuation"); (ii) an arrangement under Section 192 of the CBCA (the "Arrangement"), pursuant to which, among other things, NewCo and NorthStar amalgamated under the CBCA (the "Amalgamation") to form one corporate entity, with NewCo surviving the Amalgamation as a wholly owned subsidiary of the Company (the "Amalgamated Company"); (iii) the change of the Viking's corporate name to "NorthStar Earth & Space Enterprises, Inc."; (iv) the adoption of new articles by the Company, pursuant to which all outstanding Viking Class A Shares were redesignated as New NS Common Shares, a new class of preferred shares was created and the Viking Class B Shares were eliminated; (v) the exchange of NorthStar securities and equity awards for securities and equity awards of the Company; and (vi) the listing of the New NS Common Shares and New NS Public Warrants on the NYSE American LLC ("NYSE American") (collectively, with the other transactions contemplated in the Business Combination Agreement and the documents contemplated therein, the "Business Combination").

On or immediately prior to the Amalgamation and following the Continuation, among other things: (i) NorthStar completed the recapitalization contemplated by the Plan of Arrangement, including the conversion, exchange or amendment, as applicable, of its outstanding shares, convertible debentures, shareholder loans, warrants and options; (ii) the PIPE Financing was consummated pursuant to the PIPE Agreements, pursuant to which the PIPE Investors purchased NorthStar Ordinary Shares that were exchanged pursuant to the Amalgamation for an aggregate of 3,000,000 New NS Common Shares, for an aggregate purchase price of $30.0 million, and received NorthStar PIPE Warrants that were exchanged pursuant to the Amalgamation for New NS PIPE Warrants to acquire an aggregate of 3,000,000 New NS Common Shares at an exercise price of $11.50 per share; (iii) the Sponsor transferred an aggregate of 3,000,000 Viking Class B Shares to the PIPE Investors, proportionally to their respective investments in the PIPE Financing; (iv) each then -issued and outstanding Viking Class B Share was exchanged for one Viking Class A Share; (v) the articles of the Company were amended to, among other things, redesignate the Viking Class A Shares as New NS Common Shares, create an unlimited number of preferred shares, issuable in series, and eliminate the Viking Class B Shares; (vi) each then -issued and outstanding Viking Warrant was amended to become a New NS Warrant; and (vii) the Company issued 500,000 New NS Common Shares to the Sponsor pursuant to the Sponsor Letter Agreement.

On the Closing Date, pursuant to the Arrangement and the Amalgamation, (i) NorthStar and NewCo amalgamated under the CBCA to form one corporate entity, with NewCo surviving the Amalgamation as the Amalgamated Company, a wholly owned subsidiary of the Company; (ii) each then -issued and outstanding NorthStar Ordinary Share, other than any NorthStar Ordinary Shares in respect of which Dissent Rights were duly exercised, was exchanged for that number of New NS Common Shares equal to the Exchange Ratio; (iii) each then -issued and outstanding NorthStar PIPE Warrant was exchanged for one New NS PIPE Warrant to acquire one New NS Common Share at an exercise price of $11.50 per share, subject to adjustment; and (iv) each then -issued and outstanding NorthStar Option was exchanged for a New NS Exchange Option in accordance with the Plan of Arrangement. Following the Closing, up to 10,000,000 additional New NS Common Shares may be issued to the Earnout Recipients upon the achievement of the applicable revenue -based performance targets. The Sponsor will be entitled to receive 10% of any New NS Earnout Shares issued if the applicable trading -price condition set forth in the Sponsor Letter Agreement is satisfied.

Anticipated Accounting Treatment

The Business Combination will be was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Viking will acquire acquired all of the outstanding equity interests of NorthStar in the Business Combination, Viking will be was treated as the "acquired" company and NorthStar will be was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be was treated as the equivalent of NorthStar issuing stock for the net assets of Viking, accompanied by a recapitalization. The net assets of Viking will be were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be were those of NorthStar.

NorthStar has been was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: under both the No Redemptions Scenario and the 100% Redemptions Scenario:

• The shareholders of NorthStar will have the greatest voting interest in New NorthStar;

• NorthStar comprises the ongoing operations of New NorthStar; and

• NorthStar will comprise the ongoing operations of New NorthStar; and • NorthStar's existing senior management will be is the senior management of New NorthStar.

The following table illustrates varying sets out share ownership levels of New NorthStar immediately following the Business Combination, excluding the dilutive effect of New NorthStar Earnout Shares, Viking Public Warrants, Viking Private Placement Warrants, NorthStar Warrants, NorthStar Options, and NorthStar PIPE Warrants:

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All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled " Certain Defined Terms " and, with respect to the determination of the 100% Redemptions Scenario in this section. Additionally, the relative percentages above assume the Business Combination was consummated on December 31, 2025. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

(2) Includes 3,000,000 PIPE Shares and 3,000,000 Founder Shares to be transferred by the Sponsor to the PIPE Investors (1,000,000 of which PIPE Shares will be issued to Pangaea, and 1,000,000 of which Founder Shares will be transferred to Pangaea). Of the 3,000,000 PIPE Shares, 679,109 shares were purchased by the PIPE Investors in the open market.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2025, June 30, 2026, and the unaudited pro forma condensed combined statement statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, are based on the unaudited and the audited historical financial statements of Viking and NorthStar. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

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Property and equipment, net

Intangible assets, net

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Current Liabilities:

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Advance from a shareholder

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Non-controlling interest

Current portion of long-term debt

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

JUNE 30, 2026 — (Continued)

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Loan payable, net of current portion

Long-term debt, net of current portion

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Lease liability, non current

Viking Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value (317,277,665 (H) — — — NorthStar Class A preferred shares, 250,000 shares issued and outstanding (25,000,000 (F) — — — NorthStar Class B preferred shares, 355,401 shares issued and outstanding (32,535,234 (F) — — — NorthStar Class B-1 preferred shares, 140,000 shares issued and outstanding (14,000,000 (F) — — — NorthStar Class B common stock, $0.01 par value, 87,504 shares issued and outstanding (875 (F) — — — UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET DECEMBER 31, 2025 — (Continued) No Redemptions 100% Redemptions NorthStar (Historical) Viking (Historical) (as adjusted) Transaction Accounting Adjustments Pro Forma Combined Transaction Accounting Adjustments Pro Forma Combined Shareholders' (deficit) equity Viking preference shares, $0.0001 p ar va lue; 1,000,000 shares authorized; none issued or outstanding — — — — — — Viking Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 660,000 shares issued and outstanding (B) — (3,153 ) (H) — 3,153 (H) 3,153 (J) (I) (4,363 ) (J) Viking Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding (1,051 (B) — — — NorthStar Class A common shares, $0.01 par value, 462,023 shares issued and outstanding (4,620 (F) — — — New NS share capital — — 38,201,966 (A) 408,822,614 (3,153 ) (J) 106,443,305 165,261,095 (F) (302,376,156 ) (M) 4,363 (J) 205,355,190 (M) Additional paid-in capital 3,935,405 — 2,919,634 (A) 12,610,624 (D) — (4,480,884 ) (E) 2,287,732 ( E ) (56,372,832 ) (G) (317,274,512 ) ( H ) 317,274,512 (H) 302,376,156 (M) (69 ) (I) 41,738,424 (K) (99,659,000 ) (L) (205,355,190 ) (M) Accumulated deficit ( 201, 202 , 911 ) (10,899,196 ) (3,735,212 ) (E) ( 201,202,911 ) ( 2,287,732 ) ( E ) ( 300,511,609 ) 56,372,832 (G) (41,738,424 ) (K) Accumulated other comprehensive loss (154,848 ) — — (154,848 ) — (154,848 ) Total shareholders' (deficit) equity ( 197, 417 , 734 ) (10,898,055 ) 4 15,780,644 207,464,855 (304,667,041 ) (97,202,186 ) Total liabilities, and shareholders' (deficit) equity C$ 12,322,655 C$ 319,237,137 C$ 20,294,880 C$ 351,854,672 C$ (304,667,041 ) C$ 47,187,631 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 No Redemptions 100% Redemptions NorthStar (Historical) Viking (Historical) Transaction Accounting Adjustments Pro Forma Combined Transaction Accounting Adjustments Pro Forma Combined Revenue C$ 10,645,373 C$ — C$ — C$ 10,645,373 C$ — C$ 10,645,373 Operating expenses:

Viking class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value (325,320,868 (12,157,010 ) H 2,535,413 N NorthStar class A preferred shares, no par value, 250,000 shares issued and outstanding (25,000,000 ) F — NorthStar class B preferred shares, no par value, 355,401 shares issued and outstanding (32,535,234 ) F — NorthStar class B-1 preferred shares, no par value, 140,000 shares issued and outstanding (14,000,000 ) F — NorthStar class B common stock, $0.01 par value, 87,504 shares issued and outstanding (875 ) F — Shareholders' (deficit) equity Viking preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — — — — Viking class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 660,000 issued and outstanding — 1,090 B — H (1,373 ) J UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET JUNE 30, 2026 — (Continued) NorthStar (Historical) Viking (Historical) Transaction Accounting Adjustments Pro Forma Combined Viking class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding (1,090 ) B — NorthStar class A common shares, $0.01 par value, 462,023 shares issued and outstanding (4,620 ) F — New NorthStar share capital — — 31,609,826 A 105,250,771 174,287,214 F 1,373 J (100,647,642 ) M Additional paid-in capital 3,939,897 — 1,385,817 A — 12,904,509 D (6,083,316 ) E (48,729,419 ) G 12,156,892 H (71 ) 32,926,109 K (109,148,060 ) 100,647,642 M Accumulated deficit (219,933,415 ) (13,515,868 ) (2,287,442 ) E (219,973,201 ) 48,729,419 G (32,926,109 ) K (39,786 ) O Accumulated other comprehensive loss (374,166 ) — — (374,166 ) Total shareholders' (deficit) equity (216,363,064 ) (13,514,684 ) 114,781,152 (115,096,596 ) Total liabilities and shareholders' (deficit) equity C$ 16,178,764 C$ 336,097,863 C$ (302,085,963 ) C$ 50,190,664 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2026 NorthStar (Historical) Viking (Historical) Transaction Accounting Adjustments Pro Forma Combined Revenue Services revenue C$ 8,354,971 C$ — C$ — C$ 8,354,971 Grant income 330,600 — — 330,600 8,685,571 — — 8,685,571 Operating Expenses:

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• Viking's audited balance sheet as of December 31, 2025 and the related notes for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus; and • NorthStar's audited consolidated balance sheet as of December 31, 2025 and the related notes for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus.

Interest income on marketable securities held in Trust Account (5,688,953 ) 5,688,953 AA — Interest income (10,294 ) — (10,294 ) Interest expenses 1,351,347 — (329,546 ) CC 912,778 (109,023 ) DD Foreign exchange loss 147,894 — 147,894 Change in fair value of convertible debenture 9,265,000 — (8,650,973 ) CC 614,027 Gain on extinguishment of a liability (3,040,000 ) — (3,040,000 ) R&D tax credit (1,689,601 ) — (1,689,601 ) Total other expense (income), net 6,024,346 (5,688,953 ) (3,400,589 ) (3,065,196 ) Net (loss) income C$ (18,730,504 ) C$ 3,545,402 C$ 3,648,633 C$ (11,536,469 ) Basic and diluted net loss per Class A and Class B Common Stock (35.10 ) Basic and diluted net income per share, Class A ordinary shares C$ 0.11 Basic and diluted net income per share, Class B ordinary shares C$ 0.11 Pro forma weighted average number of shares outstanding – basic and diluted 41,322,854 Pro forma net loss per share – basic and diluted C$ (0.28 ) UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 NorthStar (Historical) Viking (Historical) Transaction Accounting Adjustments Pro Forma Combined Revenue Services Revenue C$ 10,645,373 C$ — C$ — C$ 10,645,373 Operating Expenses:

Program and technical management

General and administrative expenses

Sales and marketing expenses

Depreciation and amortization expenses

Loss from operations

Other Expense (Income):

Interest income on marketable securities held in Trust Account (1,910,140 (AA) ) — 1,910,140 AA — Unrealized gain on marketable securities held in Trust Account (127,540 (AA) ) — 127,540 AA — Interest income (24,907 ) — — (24,907 ) — (24,907 ) Interest expenses 2,333,936 — (616,838 ) CC 1,495,070 (222,028 ) DD ) 1,717,098 — 1,717,098 Foreign exchange gain (43,514 ) — — (43,514 ) — (43,514 ) Change in fair value of convertible debenture 10,259,000 — (9,257,822 ) ( DD ) 1,001,178 — CC 1,001,178 R&D tax credit (2,127,027 ) — — (2,127,027 ) — (2,127,027 ) Total other expense (income), net 10,397,488 (2,037,680 ) (7,836,980 ) 522,828 (8,059,008 ) 522,828 300,800 Net (loss) income C$ (21,197,006 ) C$ 288,293 C$ 7,920,270 C$ ( 12,988,443 ) C$ (2,287,732 ) 8,142,298 C$ ( 15,276,175 (12,766,415 ) Basic and diluted net loss per Class A and Class B Common Stock C$ ( 40. 98 (40.98 ) Basic net income per share, Class A ordinary shares C$ 0.01 Basic net income per share, Class B ordinary shares C$ 0.01 Diluted net income per share, Class A ordinary shares C$ 0.01 Diluted net income per share, Class B ordinary shares C$ 0.01 Pro forma weighted average number of shares outstanding – basic and diluted 64,155,529 41,155,529 41,322,854 Pro forma net loss per share – basic and diluted C$ ( 0.20 ) C$ ( 0.37 (0.31 ) NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Basis of Presentation The Business Combination will be was accounted for as a reverse recapitalization in accordance with GAAP as NorthStar has been was determined to be the accounting acquirer, primarily due to the fact that NorthStar's shareholders will continue to control New NorthStar. Under this method of accounting, although Viking will acquire acquired all of the outstanding equity interests of NorthStar in the Business Combination, Viking will be was treated as the "acquired" company for financial reporting purposes. Accordingly, the Business Combination will be was treated as the equivalent of NorthStar issuing stock for the net assets of Viking, accompanied by a recapitalization. The net assets of Viking will be were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be were those of NorthStar.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, June 30, 2026, assumes that the Business Combination and related transactions occurred on December 31, 2025. June 30, 2026. The unaudited pro forma condensed combined statement statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 presents present pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest period periods presented.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, June 30, 2026, has been prepared using, and should be read in conjunction with, the following:

• Viking's unaudited balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, which are incorporated by reference; and • NorthStar's unaudited consolidated balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, which are incorporated by reference.

The unaudited pro forma condensed combined statement statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, has have been prepared using, and should be read in conjunction with, the following:

• Viking's unaudited statement of operations for the six months ended June 30, 2026 and Viking's audited statement of operations for the year ended December 31, 2025, and the related notes, included elsewhere in this proxy statement/prospectus; which are incorporated by reference; and • NorthStar's unaudited statement of operations for the six months ended June 30, 2026 and NorthStar's audited consolidated statement of operations for the year ended December 31, 2025, and the related notes, included elsewhere in this proxy statement/prospectus. which are incorporated by reference.

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• at the period end exchange rate as of December 31, 2025 June 30, 2026 of $1.00 to C$1.37072 C$1.42168 for the balance sheet; and • the average exchange rate for the period from July 24, 2025 (inception) through December 31, 2025, of $1.00 to C$1.38817 for the statement of options for the period ending on that date.

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and 36 more changes in the filing

Material u.s. federal income tax considerations 58 changes

• the Sponsor, or any holders of Viking Class B Shares or Viking Private Warrants;

The following are discussion is a summary of the material U.S. federal income tax consequences to considerations for U.S. Holders (as defined below) of Viking Class A Shares and Viking Public Warrants (collectively, "Viking Securities") as a result of (i) the Continuation, (ii) the ownership and disposition of New NS Securities. received in the Continuation and (iii) the exercise of redemption rights. This section applies only to U.S. Holders that hold their Viking Securities or New NS Securities as applicable, as "capital assets" for U.S. federal income tax purposes (generally, property held for investment).

This discussion is limited to certain U.S. federal income tax considerations and does not address estate or any gift tax considerations or considerations arising under the tax laws of any state, local or non -U .S. jurisdiction. Additionally, this discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you particular holders in light of your their particular circumstances, including the alternative minimum tax, the special accounting rules under Section 451(b) of the Code, the "Medicare" tax on certain investment income and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:

• brokers, dealers or traders in securities that elect to use a mark -to -market method of accounting for their securities holdings;

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• persons that own (directly, indirectly, or by attribution) 5% 10% or more (by vote or value) of the stock of Viking or New NorthStar; (except to the limited extent provided below);

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• persons holding Viking Securities or New NS Securities as part of a straddle, hedging or conversion transaction, constructive sale, or other arrangement involving more than one position;

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• persons that are subject to anti -inversion , base erosion or anti -abuse rules; or • persons that received Viking Securities or will hold New NS Securities as compensation for services.

If a partnership or other pass -through entity (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Viking Securities or New NS Securities, the tax treatment of such partnership and its partners and of such pass -through entity and its owners will generally depend on the status of the partners or owners and the activities of the partnership or pass -through entity. Partnerships and other pass -through entities holding any Viking Securities or New NS Securities and their partners and owners should consult their tax advisers as to the particular U.S. federal income tax consequences of the Continuation, ownership and disposition of New NS Securities, or the exercise of redemption rights with respect to the Viking Class A Shares.

As used herein, the term "U.S. Holder" means a beneficial owner of Viking Securities or New NS Securities, as the case may be, who or that is for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) in or under the laws of the United States, any state therein or the District of Columbia; or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Tax Consequences of the Redemption

Redemption of Viking Common Shares

Subject to the PFIC rules discussed under "— Passive Foreign Investment Company Rules, " in the event that a U.S. Holder's Viking Common Shares are redeemed pursuant to the redemption provisions described herein, the treatment of the redemption for U.S. federal income tax purposes will generally depend on whether the redemption qualifies as a sale of the Viking Common Shares under Section 302 of the Code (in which case such redemption would be treated as a sale or exchange as described under the heading "— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New NS Securities ") or rather as a distribution under Section 301 of the Code, in which case such redemption would be treated as described under "— Taxation of Distributions ."

Generally, whether a redemption qualifies for sale treatment will depend largely on the total number of Viking shares treated as held by the U.S. Holder (including any shares constructively owned by the U.S. Holder as a result of owning warrants) relative to all Viking shares outstanding both before and after such redemption and the other Transactions. The redemption of Viking Common Shares generally will be treated as a sale of the Viking Common Shares (rather than as a corporate distribution) if such redemption (i) is "substantially disproportionate" with respect to the U.S. Holder, (ii) results in a "complete termination" of the U.S. Holder's interest in us or (iii) is "not essentially equivalent to a dividend" with respect to the U.S. Holder. These tests are explained more fully below.

Tax Consequences of the Continuation

The U.S. federal income tax consequences of the Continuation will depend primarily upon whether the Continuation qualifies as a "reorganization" within the meaning of Section 368 of the Code. Under Section 368(a)(1)(F) of the Code, a reorganization (an "F Reorganization") is a "mere change in identity, form, or place of organization of one corporation, however effected." Pursuant to the Continuation, Viking will change its jurisdiction of incorporation from the Cayman Islands to Canada.

In the opinion of Nelson Mullins Riley & Scarborough LLP, counsel to Viking, the Continuation should qualify as an F Reorganization, subject to the assumptions, qualifications and limitations described herein and in the opinion included as Exhibit 8.1 hereto. However, because there is no authority directly addressing application of Section 368(a)(1)(F) of the Code to a corporation holding only investment -type assets such as Viking, such treatment is not entirely free from doubt. Moreover, an opinion of counsel is not binding on the IRS or any court, and there can be no assurance that the IRS or any court will agree with this position. Viking has not requested a ruling from the IRS with respect to any aspect of the U.S. federal income tax treatment of the Continuation.

Assuming that the Continuation qualifies as an F Reorganization, subject to the PFIC rules discussed below under "— PFIC Considerations ," a U.S. Holder that exchanges its Viking Securities in the Continuation for New NS Securities should not recognize any gain or loss on such exchange. The aggregate adjusted tax basis of the New NS Securities received in the Continuation by a U.S. Holder should be equal to the adjusted tax basis of the Viking Securities surrendered in exchange therefor. The holding period of the New NS Securities should include the period during which the Viking Securities surrendered in the Continuation in exchange therefor were held by the U.S. Holder.

If the Continuation does not qualify as an F Reorganization, it is not clear how the transactions would be characterized for U.S. federal income tax purposes and what the resulting tax consequences would be. In such case, the tax consequences of the Continuation to U.S. Holders may depend, among other things, on whether the Continuation would otherwise qualify for tax -deferred treatment under Section 368 or Section 351 of the Code, and U.S. Holders might be required to recognize any gain realized on Viking Securities, although possibly not any loss realized.

Because the Continuation will occur prior to the redemption of U.S. Holders that exercise redemption rights, U.S. Holders of Viking Class A Shares that exercise their redemption rights will be subject to the potential tax consequences of the Continuation. All U.S. Holders of Viking Securities, including those considering exercising redemption rights, are urged to consult their tax advisers with respect to the potential tax consequences to them of the Continuation.

• persons that received NS Securities as compensation for services;

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) or other pass -through entity holds NS Securities, the tax treatment of a partner or other member in such partnership or other pass -through entity generally will depend upon the status of the partner or other member, the activities of the partnership or other pass -through entity and certain determinations made at the partner or member level. If you are a partner or member of a partnership or other pass -through entity holding NS Securities, you are urged to consult your tax advisor regarding the tax consequences to you of the ownership and disposition of NS Securities.

This discussion is based on the Code, the regulations promulgated by the U.S. Treasury Department ("Treasury Regulations"), and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. Viking NorthStar has not sought, and does not intend to seek, any rulings from the Internal Revenue Service (the "IRS") as to any U.S. federal income tax considerations described herein. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH U.S. HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO SUCH HOLDER OF THE Continuation, an exercise of redemption rights AND THE OWNERSHIP AND DISPOSITION OF New NS SECURITIES, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON -U .S. TAX LAWS.

This section applies to you if you are a U.S. Holder. For purposes of this discussion, a "U.S. Holder" is a beneficial owner of NS Securities that is, for U.S. federal income tax purposes:

• an individual who is a U.S. citizen or resident of the United States;

• a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or • a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a U.S. person.

Tax Consequences of Ownership and Disposition of New NS Securities

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Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New NS Securities Subject to the PFIC rules discussed below under "— Passive Foreign Investment Company Rules ," a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of the New NS Securities. Any such capital gain or loss generally will be long -term capital gain or loss if the U.S. Holder's holding period for such New NS Securities exceeds one year at the time of such disposition. It is unclear, however, whether the redemption rights with respect to the Viking Class A Shares may have suspended the running of the applicable holding period for this purpose prior to the Business Combination.

Subject to the PFIC rules discussed below under "— Passive Foreign Investment Company Rules ," a U.S. Holder generally will be required to include in gross income as dividends the amount of any cash distribution paid on the New NS Common Shares to the extent the distribution is paid out of New NorthStar's current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will be taxable to a corporate U.S. Holder at regular corporate tax rates and will not be eligible for the dividends -received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Subject to the PFIC rules discussed below under "— Passive Foreign Investment Company Rules ," distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder's basis in its New NS Common Shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such New NS Common Shares. Because New NorthStar does not expect to maintain calculations of earnings and profits under U.S. federal income tax principles, it is expected that the full amount of distributions (if any) paid by New NorthStar will be reported as dividends for U.S. federal income tax purposes.

With respect to non -corporate U.S. Holders, under tax laws currently in effect and subject to the PFIC rules discussed below under "— Passive Foreign Investment Company Rules ," dividends generally will be taxed at the lower applicable long -term capital gains rate (see " Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New N S Sec urities NS Securities " below) only if the New NS Common Shares are readily tradable on an established securities market in the United States or New NorthStar is eligible for benefits under an applicable tax treaty within the United States, and New NorthStar is not treated as a PFIC with respect to such U.S. Holder at the time the dividend was paid or in the preceding year and provided that certain holding period requirements are met. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to the New NS Common Shares.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of NS Securities Subject to the PFIC rules discussed below under "— Passive Foreign Investment Company Rules ," a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of the NS Securities. The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder's adjusted tax basis in its New NS Securities so disposed of. Long -term capital gain realized by a non -corporate U.S. Holder is currently eligible to be taxed at reduced rates. See " Exercise, Lapse or Redemption of a New NS Public Warrant " below for a discussion regarding a U.S. Holder's basis in a New NS Common Share acquired pursuant to the exercise of a New NS Public Warrant. The deductibility of capital losses is subject to certain limitations.

Exercise, Lapse or Redemption of a New NS Public Warrant

Subject to the PFIC rules discussed below under "— Passive Foreign Investment Company Rules ," a U.S. Holder generally will not recognize gain or loss upon the acquisition of a New NS Common Share on the exercise of a New NS Public Warrant for cash. A U.S. Holder's tax basis in a New NS Common Share received upon exercise of the New NS Public Warrant generally will equal the sum of the U.S. Holder's tax basis in the New NS Public Warrant and the exercise price. It is unclear whether a U.S. Holder's holding period for the New NS Common Share will commence on the date of exercise of the New NS Public Warrant or the day following the date of exercise of the New NS Public Warrant; in either case, the holding period will not include the period during which the U.S. Holder held the New NS Public Warrant. If a New NS Public Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder's adjusted tax basis in the New NS Public Warrant.

The tax consequences of a cashless exercise of a New NS Public Warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder's tax basis in the New NS Common Shares received generally would equal the U.S. Holder's tax basis in the warrants exchanged therefor. If the cashless exercise were not a realization event, it is unclear whether a U.S. Holder's holding period for the New NS Common Share will commence on the date of exercise of the New NS Public Warrant or the day following the date of exercise of the New NS Public Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the New NS Common Share would include the holding period of the New NS Public Warrants.

It is also possible that a cashless exercise may be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a portion of the New NS Public Warrants to be exercised on a cashless basis could, for U.S. federal income tax purposes, be deemed to have been surrendered in consideration for the exercise price of the remaining New NS Public Warrants, which would be deemed to be exercised. For this purpose, a U.S. Holder may be deemed to have surrendered New NS Public Warrants with an aggregate value equal to the exercise price for the total number of New NS Public Warrants to be deemed exercised. Subject to the PFIC rules discussed below under "— Passive Foreign Investment Company Rules ," the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the New NS Public Warrants deemed surrendered and the U.S. Holder's tax basis in such New NS Public Warrants. In this case, a U.S. Holder's tax basis in the New NS Common Shares received would equal the sum of the U.S. Holder's tax basis in the New NS Public Warrants deemed exercised and the exercise price of such New NS Public Warrants. It is unclear whether a U.S. Holder's holding period for the New NS Common Shares would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant.

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The terms of each New NS Public Warrant provide for an adjustment to the number of New NS Common Shares for which the New NS Public Warrant may be exercised or to the exercise price of the New NS Public Warrant in certain events. An adjustment which has the effect of preventing dilution generally is not taxable. U.S. Holders of New NS Public Warrants would, however, be treated as receiving a constructive distribution from New NorthStar if, for example, the adjustment increases a New NorthStar warrant holder's proportionate interest in New NorthStar's assets or earnings and profits (e.g., through an increase in the number of New NS Common Shares that would be obtained upon exercise) as a result of a distribution of cash to the holders of New NS Common Shares which is taxable to the U.S. Holders of such New NS Common Shares as described under "— Taxation of Distributions " above. Such a constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holders of the New NS Public Warrants received a cash distribution from New NorthStar equal to the fair market value of the increase in the interest. For certain information reporting purposes, New NorthStar is required to determine the date and amount of any such constructive distributions. Proposed Treasury Regulations, which New NorthStar may rely on prior to the issuance of final Treasury Regulations, specify how the date and amount of constructive distributions are determined.

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The treatment of U.S. Holders of New NS Securities could be materially different from that described above if Viking or New NorthStar is or was treated as a PFIC for U.S. federal income tax purposes.

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Pursuant to the start -up exception, however, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the "start -up year"), if (1) no predecessor of the corporation was a PFIC; (2) the corporation establishes to the satisfaction of the IRS that it will not be a PFIC for either of the first two taxable years following the start -up year; and (3) the corporation is not in fact a PFIC for either of those years (the "start -up exception").

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PFIC Status of Viking and New NorthStar

If Viking does not qualify for the start -up exception and is determined to be a PFIC with respect to a U.S. Holder, and such U.S. Holder did not make any of the PFIC Elections (as defined below) with respect to its Viking Class A Shares, then New NorthStar should also be treated as a PFIC as to such U.S. Holder with respect to such New NS Common Shares even if New NorthStar does not meet a test for PFIC status in its own right, unless such U.S. Holder makes a purging election (as described below) with respect to its shares. In addition, if this rule were to apply, such U.S. Holder would be treated for purposes of the PFIC rules as if it held such New NS Common Shares (treated as shares of a PFIC as to such holder) for a period that includes its holding period for the Viking Class A Shares exchanged therefor.

Because Viking is a blank -check company with no current active business, Viking NorthStar expects that it would be classified as a PFIC for its taxable year ended December 31, 2025, subject to the potential application of the start -up exception. Assuming the Continuation qualifies as an F Reorganization, New NorthStar should be treated as the same corporation as Viking for purposes of the PFIC rules, and, assuming that is the case, the PFIC income and asset tests in respect of New NorthStar should be applied based on the income and assets of the combined business. Because the timing of the Continuation is uncertain, It is unclear whether New NorthStar will be able to qualify a PFIC for the start -up exception. current taxable year. Moreover, because PFIC status is based on income, assets and activities for the entire taxable year, it is not possible to determine the PFIC status of New NorthStar for any taxable year until after the close of the taxable year. Accordingly, there can be no assurance as to the PFIC status of Viking or, after the Continuation, New NorthStar for the current taxable year or any future taxable year.

Consequences if New NorthStar is Treated as a PFIC

Although PFIC status is generally determined annually, if Viking (and following the Business Combination, New NorthStar is determined were to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Viking Securities or New NS Securities, then subject to the discussion under " PFIC Elections " below, such U.S. Holder generally will be subject to special and adverse rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of such securities and (ii) any "excess distribution" made to the U.S. Holder in respect of such securities (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the securities during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder's holding period for the securities).

3 unchanged paragraphs

If New NorthStar is a PFIC for any taxable year during which a U.S. Holder owns New NS Common Shares and any entity in which it owns Equity Interests is also a PFIC (a "Lower -tier PFIC"), the U.S. Holder will be deemed to own their proportionate amount (by value) of the shares of each Lower -tier PFIC and will be subject to U.S. federal income tax according to the special and adverse rules described above on (i) certain distributions by a Lower -tier PFIC and (ii) dispositions of shares of Lower -tier PFICs, in each case, as if the U.S. Holder held such shares directly, even though the U.S. Holder will not receive any proceeds of those distributions or dispositions.

In general, if Viking or New NorthStar (as the case may were to be is a PFIC, a U.S. Holder of New NS Common Shares may avoid certain of the adverse PFIC tax consequences described above in respect of the New NS Common Shares by making and maintaining a timely and valid QEF election for the first taxable year of Viking or New NorthStar as the case may be) in which it was treated as a PFIC, pursuant to which the U.S. Holder would be required to include in income its pro rata share of Viking's or New NorthStar's (as the case may be) net capital gains as long -term capital gains and other earnings and profits as ordinary income on a current basis, in each case, whether or not distributed, in the taxable year of the U.S. Holder in which or with which Viking's or New NorthStar's (as the case may be) taxable year ends if Viking or New NorthStar (as the case may be) is a PFIC for such taxable year. Alternatively, if the U.S. Holder does not make and maintain a timely and valid QEF election for the first taxable year of Viking or New NorthStar (as the case may be) in which it is treated as a PFIC, the U.S. Holder may avoid certain of the adverse PFIC tax consequences described above in respect of the New NS Common Shares by making a timely and valid QEF election for a subsequent year, along with a purging election with respect to its shares. Under one type of purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value and any gain recognized on such deemed sale will be treated as an "excess distribution," as described above. As a result of this election, the U.S. Holder will have additional basis (to the extent of any gain recognized in the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in such holder's shares.

In order to comply with the requirements of a QEF election, a U.S. Holder would have to receive certain information from NorthStar. For its current taxable year, NorthStar will, upon written request, endeavor to provide the information that a U.S. Holder is required to obtain to make and maintain a QEF election, but there is no assurance that NorthStar will timely provide such information.

In order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from Viking or New NorthStar (as the case may be). For its taxable year that includes the closing date of the Business Combination, New NorthStar will, upon written request, endeavor to provide the information that a U.S. Holder is required to obtain to make and maintain a QEF election, but there is no assurance that New NorthStar will timely provide such information. In addition, even if New NorthStar were to provide the information necessary for a U.S. Holder to make a QEF election with respect to New NS Common Shares, a U.S. Holder may not make a QEF election with respect to its New NS Public Warrants. As a result, if a U.S. Holder sells or otherwise disposes of such New NS Public Warrants (other than upon exercise of such New NS Public Warrants) and Viking or New NorthStar was a PFIC at any time during the U.S. Holder's holding period of such New NS Public Warrants, proposed Treasury Regulations would provide that any gain generally will be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such New NS Public Warrants properly makes a QEF election with respect to the newly acquired New NS Common Shares (or has a properly maintained QEF election in effect with respect to New NS Common Shares), the QEF election will apply to the newly acquired New NS Common Shares. Notwithstanding the foregoing, the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired New NS Common Shares (which may be deemed to have a holding period for purposes of the PFIC rules that includes all or a portion of the period the U.S. Holder held the New NS Public Warrants), unless the U.S. Holder makes a purging election (discussed above). As a result of a purging election, the U.S. Holder will have a new basis and holding period in the New NS Common Shares acquired upon the exercise of the New NS Public Warrants for purposes of the PFIC rules.

Alternatively, if New NorthStar is were to be a PFIC and if the New NS Common Shares are "regularly traded" on a "qualified exchange," a U.S. Holder could make a mark -to -market election that would result in tax treatment different from the general tax treatment for PFICs described above. The New NS Common Shares will be treated as regularly traded for any calendar year in which more than a de minimis quantity of the New NS Common Shares are traded on a qualified exchange on at least 15 days during each calendar quarter. NYSE American, where the New NS Common Shares are expected to be listed, is a qualified exchange for this purpose. If a U.S. Holder of New NS Common Shares makes were to make the mark -to -market election, the U.S. Holder generally will would recognize as ordinary income any excess of the fair market value of the New NS Common Shares at the end of each taxable year over their adjusted tax basis, and will would recognize an ordinary loss in respect of any excess of the adjusted tax basis of the New NS Common Shares over their fair market value at the end of the taxable year, but only to the extent of the net amount of income previously included as a result of the mark -to -market election. If a U.S. Holder makes were to make the mark -to -market election, the U.S. Holder's tax basis in the New NS Common Shares will would be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of New NS Common Shares in a year in which we are a PFIC will would be treated as ordinary income and any loss will would be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark -to -market election, with any excess treated as capital loss). If a U.S. Holder makes the mark -to -market election, distributions paid on New NS Common Shares will would be treated as discussed under " Taxation of Distributions " above. U.S. Holders should consult their tax advisers regarding the availability and advisability of making a mark -to -market election in their particular circumstances. U.S. Holders should note that there is no provision in the Code, Treasury Regulations or other official IRS guidance that would give them the right to make a mark -to -market election with respect to any Lower -tier PFIC, the shares of which are not regularly traded, and, therefore, the general rules applicable to ownership of a PFIC described above could continue to apply to a U.S. Holder with respect to any Lower -tier PFIC of New NorthStar, even if the U.S. Holder made a mark -to -market election with respect to the New NS Common Shares. Currently, a mark -to -market election may not be made with respect to the New NS Public Warrants.

U.S. Holders should note that there is no provision in the Code, Treasury Regulations or other official IRS guidance that would give them the right to make a mark -to -market election with respect to any Lower -tier PFIC, the shares of which are not regularly traded, and, therefore, the general rules applicable to ownership of a PFIC described above could continue to apply to a U.S. Holder with respect to any Lower -tier PFIC of NorthStar, even if the U.S. Holder made a mark -to -market election with respect to the Common Shares. Currently, a mark -to -market election may not be made with respect to the NS Warrants.

1 unchanged paragraph

If Viking or New NorthStar is were to be a PFIC for any taxable year during which a U.S. Holder owns (or is deemed to own) any Viking Class A Shares or New NS Common Shares, the U.S. Holder may be required to file annual reports on IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to Viking, New NorthStar and any Lower -tier PFIC. Failure to do so, if required, will extend the statute of limitations (potentially including with respect to items that do not relate to a U.S. Holder's investment in the PFIC) until such required information is furnished to the IRS and may result in significant penalties.

1 unchanged paragraph

In determining whether any of the tests are satisfied, a U.S. Holder generally takes into account not only New NorthStar shares actually owned by the U.S. Holder, but also any New NorthStar shares that are constructively owned by such U.S. Holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include New NorthStar shares which could be acquired pursuant to the exercise of warrants.

In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the Transactions must, among other requirements, be less than 80% of the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the Transactions. Before the Transactions, the Viking Class A Shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder's interest if either (i) all New NorthStar shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all New NorthStar shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of ours. The redemption of the New NS Common Shares will not be essentially equivalent to a dividend with respect to a U.S. Holder if the Transactions result in a "meaningful reduction" of the U.S. Holder's proportionate interest in New NorthStar. Whether the Transactions will result in a meaningful reduction in a U.S. Holder's proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a "meaningful reduction."

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution and taxed in the manner described above under " Taxation of Distribution s." After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed New NS Common Shares will be added to the U.S. Holder's adjusted tax basis in its remaining shares, or, if it has none, to the U.S. Holder's adjusted tax basis in other shares constructively owned by such U.S. Holder.

As described above, if Viking is treated as a PFIC with respect to a U.S. Holder who exchanges Viking Class A Shares for New NS Common Shares in connection with the Continuation and such U.S. Holder did not make any of the PFIC Elections (as defined above), any income or gain recognized by a U.S. Holder electing to have its shares redeemed would generally be subject to the special and adverse PFIC tax rules described above.

1 unchanged paragraph

Dividend payments with respect to New NS Common Shares and proceeds from the sale, exchange or disposition of New NS Securities may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W -9 .

2 unchanged paragraphs

Certain U.S. Holders holding specified foreign financial assets with an aggregate value in excess of applicable dollar thresholds are required to report information to the IRS relating to New NS Securities, subject to certain exceptions (including an exception for New NS Securities held in accounts maintained by U.S. financial institutions), by attaching an IRS Form 8938 (Statement of Specified Foreign Financial Assets) to their tax return, for each year in which they hold New NS Securities. In addition, certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to New NorthStar. Failure to do so, if required, will extend the statute of limitations (potentially including with respect to items that do not relate to a U.S. Holder's investment in the New NS Securities) until such required information is furnished to the IRS and may result in significant penalties. U.S. Holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of New NS Securities.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR SITUATION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE CONTINUATION, THE EXERCISE OF REDEMPTION RIGHTS, THE BUSINESS COMBINATION, AND THE OWNERSHIP AND DISPOSITION OF NEW NS SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

Legal matters 2 changes

Cassels Brock & Blackwell LLP, Canadian counsel to Viking, has provided a legal opinion for Viking regarding the validity of the New NS Common Shares offered under this proxy statement/prospectus. Nelson Mullins Riley & Scarborough LLP, U.S. counsel to Viking, has provided a legal opinion regarding the validity and enforceability of the New NS Public Warrants, and has also provided a legal opinion stating that the information contained under the caption " Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities " to the extent such information purports to describe provisions of U.S. federal income tax law or legal conclusions with respect thereto is correct in all material respects. Cassels Brock & Blackwell LLP, Canadian counsel to Viking, has provided a legal opinion regarding Canadian tax matters.

Greenberg Traurig, LLP has passed upon the validity of the securities offered by this prospectus under United States federal securities law. Stikeman Elliott LLP has passed upon certain matters of Canadian law relating to the securities offered by this prospectus.

Experts 5 changes

1 unchanged paragraph

The consolidated financial statements of NorthStar Earth & Space Enterprises, Inc. at December 31, 2025 and December 31, 2024 and for each of the two years in the period ended December 31, 2025 included in this proxy statement/prospectus prospectus have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

UNDER U.S. SECURITIES LAWS

NorthStar is a corporation organized under the laws of Canada. All of NorthStar's directors and executive officers, except for Beth Michelson, Paul Pizzani, Matthew Linton and Kim Crider, reside outside the United States. The assets of those non -resident persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon NorthStar or those persons or to enforce against Northstar or them, either inside or outside the United States, judgments obtained in U.S. courts, or to enforce in U.S. courts, judgments obtained against them in courts in jurisdictions outside the United States, in any action predicated upon civil liability provisions of the federal securities laws of the United States or other laws of the United States.

NorthStar has appointed Beth Michelson as its agent upon whom process may be served in any action brought against NorthStar under the laws of the United States arising out of this offering or any purchase or sale of securities in connection with this offering. In addition, investors should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against NorthStar, its officers or directors, or other said persons, predicated upon the civil liability provisions of the federal securities laws of the United States or other laws of the United States or (ii) would enforce, in original actions, liabilities against NorthStar or such directors, officers or experts predicated upon the federal securities laws of the United States or other laws of the United States. In addition, there is doubt as to the applicability of the civil liability provisions of federal securities laws of the United States to original actions instituted in Canada. It may be difficult for an investor, or any other person or entity, to assert U.S. securities laws claims in original actions instituted in Canada.

Where you can find more information 14 changes

Viking files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Viking's SEC filings, including this proxy statement/prospectus, over the Internet at the SEC's website at http://www.sec.gov . You may also locate documents Viking files with the SEC through its website www.vikingspac.com. Following the Closing, New NorthStar intends to make available the documents New NorthStar files with the SEC through the website https://northstar -data .com. The information contained on these websites is not incorporated by reference into this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus or Viking's other filings with the SEC (excluding exhibits) or with Canadian securities regulatory authorities or if you have questions about the Business Combination or the Proposals, you should contact Viking's proxy solicitation agent at the following address and telephone number:

5 th Floor, South Tower

Telephone: (800) 662 -5200

Banks and brokers: (203) 658 -9400

Email: VACI.info@investor.sodali.com

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are a Viking Shareholder and would like to request documents, please do so by [____], 2026, five business days prior to the Viking Shareholders' Meeting, in order to receive them before the Viking Shareholders' Meeting. If you request any documents from Viking, Viking will mail them to you by first class mail, or another equally prompt means. All information contained in this proxy statement/prospectus relating to Viking, NewCo and New NorthStar has been supplied by Viking, and all such information relating to NorthStar has been supplied by NorthStar. Information provided by either Viking or NorthStar does not constitute any representation, estimate or projection of any other party.

This document is a proxy statement of Viking for the Viking Shareholders' Meeting. Viking has not authorized anyone to give any information or make any representation about the Business Combination or the parties thereto that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, unless the information specifically indicates that another date applies. This proxy statement/prospectus is part of a registration statement and constitutes a prospectus of Viking in addition to being a proxy statement of Viking for the Viking Shareholders' Meeting. As allowed by SEC rules, this proxy statement/prospectus does not contain all of the information you can find in the exhibits to the registration statement. Information and statements contained in this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this proxy statement/prospectus.

We have filed a registration statement on Form F -1 , including exhibits, under the Securities Act, with respect to the securities offered by this prospectus. This prospectus is part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

We are subject to the periodic reporting and other information requirements of the Exchange Act as applicable to a "foreign private issuer," and we will file annual reports and other information from time to time with the SEC in accordance with such requirements. Our SEC filings are available to the public on the internet at a website maintained by the SEC located at http: // www.sec.gov .

We also maintain a website at http: //northstar -data .com . The information contained in or accessible from our website is not incorporated into this prospectus, and you should not consider it part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Through our website, we will make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our annual reports on Form 20 -F ; our reports on Form 6 -K ; amendments to these documents; and other information as may be required by the SEC.

2 unchanged paragraphs

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100) Balance Sheet as of December 31, 2025 Statement of Operations for the period from July 24, 2025 (Inception) through December 31, 2025 Statement of Changes in Shareholders' Deficit for the period from July 24, 2025 (Inception) through December 31, 2025 Statement of Cash Flows for the period from July 24, 2025 (Inception) through December 31, 2025

Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 Condensed Statement of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited) Condensed Statement of Changes in Shareholders' Deficit for the Three and Six Months Ended June 30, 2026 (Unaudited) Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026 (Unaudited)

Notes to the financial statements 53 changes

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

1 unchanged paragraph

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Viking Acquisition Corp. I (the "Company") as of December 31, 2025 and the related statements of operations, changes in shareholders' deficit and cash flows for the period from July 24, 2025 (Inception) through December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from July 24, 2025 (Inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Viking Acquisition Corp. I in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as Viking Acquisition Corp. I's auditor since 2025.

VIKING ACQUISITION CORP. I

CONDENSED BALANCE SHEETS

8 unchanged paragraphs

Class A ordinary shares subject to possible redemption, $0.0001 $ 0.0001 par value; 23,000,000 shares at redemption value of $10.06 approximately $ 10.24 and $ 10.06 per share as of June 30, 2026 and December 31, 2025, respectively 235,596,242 231,467,889 Shareholders' Deficit Preference shares, $0.0001 $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2026 and December 31, 2025 — — Class A ordinary shares, $0.0001 $ 0.0001 par value; 200,000,000 shares authorized; 660,000 issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 Class B ordinary shares, $0.0001 $ 0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding as of June 30, 2026 and December 31, 2025 Additional paid-in capital — — Accumulated deficit ( 9,506,969 ) ( 7,951,439 ) Total Shareholders' Deficit ( 9,506,136 ) ( 7,950,606 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit $ 236,408,941 $ 232,897,410 The accompanying notes are an integral part of the these unaudited condensed financial statements.

1 unchanged paragraph

FOR THE PERIOD FROM JULY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative costs $ 1,260,211 Loss from operations (1,260,211 ) Other income:

Interest income on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Weighted average shares outstanding of Class A ordinary shares, basic

Basic net income per share, Class A ordinary shares

Weighted average shares outstanding, Class B ordinary shares, basic (1) 7,029,167 Basic net income per share, Class B ordinary shares $ 0.01 Weighted average shares outstanding of Class A ordinary shares, diluted 8,576,750 Diluted net income per share, Class A ordinary shares $ 0.01 Weighted average shares outstanding, Class B ordinary shares, diluted (1) 7,235,417 Diluted net income per share, Class B ordinary shares $ 0.01 ____________ (1) On November 3, 2025, the underwriters exercised their over -allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture (Note 5).

The accompanying notes are an integral part of the financial statements.

CONDENSED STATEMENT OF OPERATIONS

General and administrative costs

Loss from operations

Interest income on marketable securities held in Trust Account ( 2,119,699 ( 4,128,353 ) Total other income 2,119,699 4,128,353 Net income $ 837,895 $ 2,572,823 Weighted average shares outstanding of Class A ordinary shares, basic and diluted 23,660,000 23,660,000 Basic and diluted net income per share, Class A ordinary shares $ 0.03 $ 0.08 Weighted average shares outstanding, Class B ordinary shares, basic and diluted 7,666,667 7,666,667 Basic and diluted net income per share, Class B ordinary shares $ 0.03 $ 0.08 The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged paragraph

FOR THE PERIOD FROM JULY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Capital Accumulated Deficit Total Shareholders' Deficit Shares Amount Shares Amount Balance – July 24, 2025 (inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor (1) — — 7,666,667 24,233 — 25,000 Sale of Private Placement Units 660,000 — — 6,599,934 — 6,600,000 Fair Value of Public Warrants at issuance — — — — 4,830,000 — 4,830,000 Allocated value of transaction costs to Private Placement Units and Public Warrants (315,857 (315,857 ) Share-based compensation expense — — — — 1,023,997 — 1,023,997 Accretion for Class A ordinary shares to redemption amount — — — — (12,162,307 ) (8,159,117 ) (20,321,424 ) Net income — — — — — 207,678 207,678 Balance – December 31, 2025 660,000 $ 7,666,667 $ $ — $ (7,951,439 ) $ (7,950,606 ) The accompanying notes are an integral part of the financial statements.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Balance – December 31, 2025

Accretion for Class A ordinary shares to redemption amount

Balance – March 31, 2026 (unaudited)

Accretion for Class A ordinary shares to redemption amount

Balance – June 30, 2026 (unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged paragraph

FOR THE PERIOD FROM JULY 24, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities:

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

1 unchanged paragraph

Formation costs paid through promissory note – related party

Payment of general and administrative costs through advances from related party 12,420 Interest earned on marketable securities held in Trust Account (1,376,013 ) Unrealized gain on marketable securities held in Trust Account (91,876 ) Share-based compensation expense 1,023,997 Changes in operating assets and liabilities:

Interest income earned on marketable securities held in Trust Account ( 4,128,353 ) Changes in operating assets and liabilities:

3 unchanged paragraphs

Cash Flows from Investing Activities:

Investment of cash in Trust Account

Net cash used in investing activities

1 unchanged paragraph

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Underwriters' reimbursement

Repayment of promissory note – related party

1 unchanged paragraph

Net cash provided by financing activities

Net cash used in financing activities

2 unchanged paragraphs

Noncash investing and financing activities:

Offering costs included in accrued offering costs

Deferred offering costs paid through promissory note – related party

Deferred underwriting fee payable

The accompanying notes are an integral part of the these unaudited condensed financial statements.

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Note 5: Related Party Transactions (cont.) 10 changes

Private Placement Units) held by them. On November 3, 2025, the underwriters exercised their over -allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,000,000 Founder Shares are no longer subject to forfeiture.

Certain of the Strategic Partners and Senior Advisors invested in KingsRock Viking Acquisition, LLC, and through it, indirectly in the Sponsor, thereby sharing in the appreciation of Founder Shares and Private Placement Units held by the Sponsor, provided that the Company successfully complete a Business Combination. However, such parties will have no right to control KingsRock Viking Acquisition, LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor prior to the consummation of a Business Combination. In addition, each of the Company's four independent directors have purchased membership interests in KingsRock Viking Acquisition, LLC for $ 187 which will provide them with an indirect interest in 50,000 Founder Shares. In addition, one of the independent directors has purchased two other membership interests in KingsRock Viking Acquisition, LLC — one that he purchased for $ 250 which will provide him with an indirect interest in 66,666 Founder Shares, and the other that he purchased for $ 50,000 which will provide him with an indirect interest in 5,000 Private Placement Units. None of the independent directors will have a right to control either KingsRock Viking Acquisition, LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise, prior to the consummation of a Business Combination. The sale of the Founder Shares to the Company's independent directors, are in the scope of FASB ASC Topic 718, "Compensation -Stock Compensation" ("ASC 718"). Under ASC 718, stock -based compensation associated with equity -classified awards is measured at fair value upon the grant date.

The third -party valuation firm valued the Founder Shares as of September 15, 2025. The probability of de -SPAC and instrument specific market adjustment was assumed to be 45.0 %; the implied Class A ordinary share price was $ 9.82 ; volatility of 6.0 %; and a discount for lack of marketability of 13.0 %. The valuation has identified the fair value of the Founder Shares to be $ 3.84 per share as of grant date. The total fair value of the 200,000 Founder Shares purchased by the four independent directors and the additional 66,666 Founder Shares purchased by one of the directors is $ 1,023,997 or $ 3.84 per share. Because the agreements did not specify any vesting terms or performance conditions, the Founder Shares were considered fully vested upon execution of the agreements. Accordingly, the Company recognized the full share -based compensation expense of $ 1,023,997 on the grant date.

The Sponsor, officers, and directors agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) six months after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, the date on which the Company consummates a transaction which results in the shareholders having the right to exchange their shares for cash, securities, or other property subject to certain limited exceptions.

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Administrative Support Agreement

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Note 6: Commitments and Contingencies 1 change

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Note 7: Shareholders' Deficit 5 changes

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Note 8: Fair Value Measurements (cont.) 2 changes

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Note 9: Segment Information (cont.) 7 changes

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Note 10: Subsequent Events 104 changes

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Note 1: Nature of Business 3 changes

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Note 4: Accounts Payable and Accrued Liabilities 2 changes

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Note 7: Net Loss per Share (cont.) 7 changes

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Legal proceedings 98 changes

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Note 2: Summary of Significant Accounting Policies 3 changes

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Note 2: Summary of Significant Accounting Policies (cont.) 20 changes

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Note 3: Other Receivables 7 changes

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Note 5: Intangible Assets 4 changes

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Note 7: Promissory Notes 6 changes

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Note 7: Promissory Notes (cont.) 4 changes

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Note 8: Loans Payable 9 changes

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Note 8: Loans Payable (cont.) 12 changes

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Note 9: Shareholder Loans 2 changes

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Note 10: Convertible Debenture 8 changes

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Note 10: Convertible Debenture (cont.) 14 changes

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Note 11: Stockholders' Deficit 4 changes

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Note 11: Stockholders' Deficit (cont.) 10 changes

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Note 12: Stock-based Compensation 3 changes

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Note 12: Stock-based Compensation (cont.) 9 changes

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Note 13: Net Loss per Share 3 changes

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Note 16: Segment Information 16 changes

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Note 17: Income Taxes 2 changes

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Note 17: Income Taxes (cont.) 6 changes

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Note 18: Leases 7 changes

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Note 19: Financial Instruments and Risk Management 1 change

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Note 20: Variable Interest Entity 10 changes

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Note 20: Variable Interest Entity (cont.) 14 changes

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Indemnification of Directors and Officers 4 changes

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Exhibits 890 changes

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Undertakings 26 changes

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