As filed with the Securities and Exchange Commission on June 24, 2026.

Registration Statement No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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VIKING ACQUISITION CORP. I*
(Exact name of Registrant as Specified in its Charter)
N/A
(Translation of registrant’s name into English)

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900 Third Avenue, 18th Floor
New York, NY 10022
(631) 353-2402
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Håkan Wohlin
c/o Viking Acquisition Corp. I
900 Third Avenue, 18th Floor
New York, NY 10022
Telephone: (917) 423-7931
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With copies to:

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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 this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. ☐

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.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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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†          The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

*          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 “NorthStar Enterprises Ltd.”

TABLE OF ADDITIONAL REGISTRANTS

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(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.

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 JUNE 24, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF
VIKING ACQUISITION CORP. I
PROSPECTUS FOR
34,266,667 COMMON SHARES,
7,886,644 WARRANTS AND 7,886,644 COMMON SHARES
ISSUABLE UPON EXERCISE OF WARRANTS OF VIKING 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”).

On April 16, 2026, Viking, NorthStar Earth & Space Inc. (“NorthStar”), a corporation existing under the Canada Business Corporations Act (the “CBCA”), and Viking NS Amalgamation Corp., a corporation existing under the CBCA and a wholly-owned direct subsidiary of Viking (“NewCo”), entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”), pursuant to which, among other things, (i) Viking will continue as a corporation existing under the CBCA in accordance with the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and the CBCA (the “Continuation”), and in connection therewith, will change its corporate name to “NorthStar Enterprises Ltd.” (“New NorthStar”) pursuant to articles of continuance in substantially the form attached hereto as Annex D, (ii) promptly following the Continuation, New NorthStar, NorthStar and NewCo will effect an arrangement under Section 192 of the CBCA (the “Arrangement”) in accordance with the plan of arrangement attached hereto as Annex B (as amended, restated or otherwise modified from time to time in accordance with its terms, the “Plan of Arrangement”), pursuant to which, among other things, NewCo and NorthStar will amalgamate (the “Amalgamation”) to form one corporate entity and NewCo will survive the Amalgamation as a wholly owned subsidiary of New NorthStar (such resulting entity, the “Amalgamated Company”) and the other transactions contemplated by the Plan of Arrangement will be consummated, and (iii) the other transactions contemplated by the Business Combination Agreement, including the Business Combination will be consummated (the “Closing” and such date on which the Closing occurs, the “Closing Date”).

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 on the terms set out in the Plan of Arrangement;

•        the NorthStar Convertible Debentures will be amended to provide that interest will cease to accrue under such debentures after the Recapitalization Interest Accrual Date, following which all accrued interest under the NorthStar Convertible Debentures up to the Recapitalization Interest Accrual Date will be deemed to be paid in kind and added to the principal amount of such debentures;

•        certain NorthStar Convertible Debentures (or applicable portion thereof) will be converted into non-convertible debt securities of NorthStar in accordance with their terms and the Plan of Arrangement (the “Remaining Debentures”);

•        certain NorthStar Convertible Debentures (or applicable portion thereof) 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, in accordance with their terms and the Plan of Arrangement;

•        the NorthStar Warrants (other than the PIPE Warrants) will be exchanged for NorthStar Options to acquire a number of NorthStar Class A Common Shares equal the number of NorthStar Class A Common Shares subject to such NorthStar Warrants, at a per share exercise price equal to the per share exercise price for the NorthStar Class A Common Shares subject to such NorthStar Warrants;

•        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 at a rate of 1 NorthStar Ordinary Share per $7.50 in outstanding aggregate principal amount in accordance with their terms and the Plan of Arrangement; and

•        the NorthStar Shareholder Loans will be amended to provide that interest will cease to accrue under such NorthStar Shareholder Loans after the Recapitalization Interest Accrual Date, following which all accrued interest thereunder up to the Recapitalization Interest Accrual Date 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 [    ], 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 D 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 NorthStar Enterprises Ltd.; and

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

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.

Approval of the Continuation Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66⅔%) of the outstanding Viking Class B Ordinary Shares entitled to vote and actually cast thereon at the Viking Shareholders’ Meeting. The approval of the Business Combination Proposal requires a special resolution under the Companies Act (a “Special Resolution”) to be adopted by the affirmative vote of at least two-thirds (66⅔%) of the votes cast by the holders of the Viking Common Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Companies Act (an “Ordinary Resolution”), being the affirmative vote of at least a majority of the votes cast by the holders of the Viking Common Shares present in person or represented by proxy at the Viking Shareholders’ Meeting and entitled to vote on such matter. The approval of the Proposed Bylaws under the CBCA requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the shareholders who voted in respect of that resolution.

The Viking Class A Shares and Viking Warrants, which are exercisable for Viking Class A Shares under certain circumstances, are currently trading on the NYSE Stock Market (the “NYSE”) under the symbols “VACI” and “VACI.WT,” respectively. In addition, certain of the Viking Class A Shares and Viking Public Warrants currently trade as Viking Units, consisting of one Viking Class A Share and one-third of one Viking Public Warrant, and are trading on NYSE under the symbol “VACI.U”. Upon the Closing, the Viking Units will automatically separate into the component New NS Common Shares and New NS Public Warrants. Viking has applied to have the New NS Common Shares and New NS Public Warrants listed on the New York Stock Exchange. Listing is subject to the approval of NYSE in accordance with its original listing requirements. There is no assurance that NYSE will approve Viking’s listing application. Any such listing of the New NS Common Shares and New NS Public Warrants will be conditional upon Viking fulfilling all of the listing requirements and conditions of NYSE. It is anticipated that upon the Closing, the New NS Common Shares and New NS Public Warrants will be listed on the NYSE under the ticker symbols “NSTR” and “NSTR.W,” respectively.

Sponsor Compensation

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor, Viking’s directors and officers, and their affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Viking to the Sponsor, Viking’s directors and officers, and their affiliates, and the price paid or to be paid for such securities or any related financing transaction.

The Sponsor will not receive any direct compensation for services rendered in connection with the Business Combination. The Sponsor and independent directors paid an aggregate of approximately $25,000 for the 7,666,667 Viking Founder Shares. These securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $[____], based on the last traded price on NYSE of the Viking Class A Shares of $[____] per share on [____], 2026, resulting in a theoretical gain of $[____]. Since all Viking Founder Shares have been issued, this compensation will not result in a material dilution to the Equity Interests of non-redeeming shareholders upon consummation of the Business Combination.

See “The Business Combination — Interests of Certain Persons in the Business Combination” for a description of all compensation to be paid to the Sponsor, it affiliates and promoters in connection with the Business Combination.

Viking is providing the accompanying proxy statement/prospectus and accompanying proxy card to Viking Shareholders in connection with the solicitation of proxies to be voted at the Viking Shareholders’ Meeting and at any adjournments or postponements of the Viking Shareholders’ Meeting. Information about the Viking Shareholders’ Meeting, the Business Combination and other related business to be considered by Viking Shareholders at the Viking Shareholders’ Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Viking Shareholders’ Meeting, all Viking Shareholders are urged to read carefully and in its entirety the accompanying proxy statement/prospectus, including the annexes and the accompanying financial statements of NorthStar and Viking. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 23 of the accompanying proxy statement/prospectus.

The Viking Board has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that Viking Shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to Viking Shareholders in the accompanying proxy statement/prospectus. When you consider the Viking Board’s recommendation of the Proposals, you should keep in mind that certain members of Viking management have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Your vote is very important, regardless of the number of Viking Common Shares you own. To ensure your representation at the Viking Shareholders’ Meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If you hold your Viking Common Shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the Viking Shareholders’ Meeting, but in any event, no later than [____], 2026, at 11:59 p.m., Eastern Time, which is two business days prior to the Viking Shareholders’ Meeting.

On behalf of the Viking Board, I would like to thank you for your support of Viking Acquisition Corp. I and look forward to a successful completion of the Business Combination.

Sincerely,

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR CANADIAN SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Investing in Viking and New NorthStar securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in the accompanying proxy statement/prospectus and under similar headings or in any amendment or supplement to the accompanying proxy statement/prospectus.

Upon closing of the Business Combination, New NorthStar will be a “foreign private issuer” under the Exchange Act and therefore will be permitted to follow “home country” disclosure and corporate governance practices in lieu of the otherwise applicable disclosure and corporate governance standards under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Accordingly, after the Business Combination, Viking Shareholders may receive less or different information about NorthStar than they would receive about a U.S. domestic public company. See “Risk Factors — Risks Related to Securities Ownership — As a foreign private issuer of securities in the United States, New NorthStar will be permitted to and intends to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE Listed Company Manual; these practices may afford less protection to shareholders than they would enjoy if New NorthStar complied fully with the NYSE Listed Company Manual.”

The accompanying proxy statement/prospectus is dated [____], 2026 and is expected to be first mailed or otherwise delivered to Viking Shareholders on or about [____], 2026.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Viking or NorthStar. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Viking or NorthStar since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

VIKING ACQUISITION CORP. I

900 Third Avenue, 18th Floor, New York, NY 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
VIKING ACQUISITION CORP. I

TO BE HELD [____], 2026

To the shareholders of Viking Acquisition Corp. I (“Viking”):

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “Viking Shareholders’ Meeting”) of shareholders of Viking (the “Viking Shareholders”) will be held at [____], 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”).

At the Viking Shareholders’ Meeting, Viking Shareholders will be asked to consider and vote upon the following proposals:

•        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.

The record date for the Viking Shareholders’ Meeting is [____], 2026. Only holders of record of Viking Class A ordinary shares, par value $0.0001 per share (the “Viking Class A Shares”), and Viking Class B ordinary shares, par value $0.0001 per share (the “Viking Class B Shares” and together with the Viking Class A Shares, the “Viking Common Shares”), at the close of business on [____], 2026 are entitled to notice of, and to vote at, the Viking Shareholders’ Meeting and any adjournments or postponements thereof.

The approval of the Business Combination Proposal requires a special resolution under Companies Act (As Revised) (the “Companies Act”) (a “Special Resolution”) to be adopted by the affirmative vote of at least a two-thirds (66⅔%) majority of the votes cast by the holders of the Viking Common Shares present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Companies Act (an “Ordinary Resolution”) to be adopted by the affirmative vote of at least a simple majority of the votes cast by the holders of the Viking Ordinary Shares present in person or represented by proxy at the Viking Shareholders’ Meeting and entitled to vote on such matter. The approval of the Proposed Bylaws under the CBCA requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the shareholders who voted in respect of that resolution.

Viking is providing the accompanying proxy statement/prospectus and accompanying proxy card to the Viking Shareholders in connection with the solicitation of proxies to be voted at the Viking Shareholders’ Meeting and at any adjournments of the Viking Shareholders’ Meeting. Information about the Viking Shareholders’ Meeting, the Business Combination and other related business to be considered by Viking Shareholders at the Viking Shareholders’ Meeting is included in the accompanying proxy statement/prospectus.

This notice of meeting also 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 or New NorthStar 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).

Whether or not you plan to attend the Viking Shareholders’ Meeting, all Viking Shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 23 of the accompanying proxy statement/prospectus.

Whether or not you plan to attend the Viking Shareholders’ Meeting, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or submit your proxy by telephone or over the internet by following the instructions on your proxy card. If your Viking Common Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your Viking Common Shares or, if you wish to attend the Viking Shareholders’ Meeting and vote online, you must obtain a proxy from your broker or bank.

Pursuant to the Viking Articles, a holder of Viking Class A Shares issued as part of the units sold in Viking’s initial public offering (the “Viking IPO,” such shares, the “Viking Public Shares” and, holders of such Viking Public Shares the “Viking Public Shareholders”) may request that Viking redeem all or a portion of its Viking Public Shares for cash if the Business Combination is consummated. As a holder of Viking Public Shares, you will be entitled to exercise your redemption rights if you:

•        hold Viking Public Shares, or if you hold Viking Public Shares through Viking units sold in the Viking IPO (the “Viking Units”), and you elect to separate your Viking Units into the underlying Viking Public Shares and Viking Public Warrants prior to exercising your redemption rights;

•        submit a written request to Continental Stock Transfer & Trust Company, Viking’s transfer agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your Viking Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Viking Public Shares and provide your legal name, phone number and address; and

•        deliver your Viking Public Shares to Continental Stock Transfer & Trust Company, Viking’s transfer agent, physically or electronically through The Depository Trust Company.

Holders must complete the procedures for electing to redeem their Viking Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [____], 2026 (two business days before the Viking Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of Viking Units must elect to separate the Viking Units into the underlying Viking Public Shares and Viking Public Warrants prior to exercising their redemption rights with respect to the Viking Public Shares. If Viking Public Shareholders hold their Viking Units in an account at a brokerage firm or bank, such Viking Public Shareholders must notify their broker or bank that they elect to separate the Viking Units into the underlying Viking Public Shares and Viking Public Warrants, or if a holder holds Viking Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, Viking’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Viking in order to validly exercise its redemption rights. Viking Public Shareholders may elect to exercise their redemption rights with respect to their Viking Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the Viking Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Viking Public Shareholder properly exercises its redemption rights with respect to all or a portion of the Viking Public Shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Viking will redeem the related common shares in the authorized share capital of Viking for a per share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the Viking IPO, including interest earned on the funds held in the trust account and not previously released to Viking to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [____], 2026, this would have amounted to approximately $[____] per issued and outstanding Viking Public Share. If a Viking Public Shareholder exercises its redemption rights in full, then it will not own Viking Public Shares or New NS Common Shares following the redemption. Please see the subsection

entitled “Extraordinary General Meeting of Viking Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to exercise your redemption rights with respect to your Viking Public Shares.

Viking may not consummate the Business Combination and the Continuation unless the Continuation Proposal, the Business Combination Proposal, the NYSE Proposal and the Director Election Proposal are approved at the Viking Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding. The Advisory Organizational Documents Proposals, the Incentive Plan Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. If put forth at the Viking Shareholders’ Meeting, the Adjournment Proposal will be the first and only proposal voted upon and none of the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal or the Director Election Proposal will be submitted to the Viking Shareholders for a vote.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF VIKING COMMON SHARES YOU OWN. To ensure your representation at the Viking Shareholders’ Meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or over the internet by following the instructions on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the Viking Shareholders’ Meeting. If you hold your Viking Common Shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank or other nominee.

The Viking Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Continuation Proposal, “FOR” the Business Combination Proposal, “FOR” the Advisory Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal and (if put) “FOR” the Adjournment Proposal. Signed and dated proxies received by Viking without an indication of how the Viking Shareholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the Viking Shareholders at the Viking Shareholders’ Meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. Viking encourages you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call Viking’s proxy solicitor, Sodali & Co, at (800) 662-5200, or banks and brokerage firms, please call collect at (203) 658-9400.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by Viking, as it may be amended or supplemented from time to time (File No. 333-            ) (the “Registration Statement”), serves as:

•        A notice of meeting and proxy statement of Viking under Section 14(a) of the Exchange Act, for the Viking Shareholders’ Meeting being held on [____], 2026, where Viking Shareholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Proposals described herein;

•        A prospectus of Viking under Section 5 of the Securities Act with respect to the (i) New NS Common Shares that Viking Shareholders and NorthStar shareholders will receive in the Business Combination; (ii) New NS Public Warrants that holders of Viking Warrants (“Viking Warrant Holders”) will receive in the Business Combination; and (iii) New NS Common Shares that may be issued upon exercise of the Viking Warrants, and

•        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 New NorthStar following the Continuation, including the approval of the New NorthStar Organizational Documents and all approvals necessary for the completion of the Plan of Arrangement and the Business Combination (including the Amalgamation and the other transactions contemplated by the Arrangement) provided for thereunder.

This information is available without charge to you upon written or oral request. To make this request, you should contact Viking’s proxy solicitor at:

Sodali & Co.

333 Ludlow Street

5th Floor, South Tower

Samford, CT 06902

Telephone: (800) 662-5200

Banks and brokers: (203) 658-9400

Email: VACI.info@investor.sodali.com

To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the Viking Shareholders’ Meeting.

In addition, this proxy statement/prospectus constitutes a management proxy circular under section 150 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 New NS Governmental Documents 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.

You may also obtain additional information about Viking from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”

MARKET AND INDUSTRY DATA

This proxy statement/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, 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 compiled, extracted, and reproduced industry data from these sources, Viking and NorthStar have 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. See “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS AND TRADE NAMES

NorthStar and Viking own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This proxy statement/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 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 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 rights or the right of the applicable licensor to these trademarks, service marks and trade names.

PRESENTATION OF FINANCIAL INFORMATION

This proxy statement/prospectus contains:

•        the unaudited consolidated financial statements of Viking for the three months ended March 31, 2026 and the audited consolidated financial statements of Viking for the period from July 24, 2025 (Inception) through December 31, 2025; and

•        the unaudited consolidated financial statements of NorthStar for the three months ended March 31, 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 has been taken from the audited and unaudited consolidated financial statements of Viking and NorthStar, as applicable, included in this proxy statement/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, 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

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.

CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

“Adjournment Proposal” means 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 other 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.

“Advance Notice Proposal” means a proposal to include, in the New NS Closing Articles, 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.

“Advisory Organizational Documents Proposals” means a proposal to approve the Authorized Capital Proposal, the Quorum Proposal, the Advance Notice Proposal and the Other Matters Proposal.

“Amalgamation” means the amalgamation of NewCo with NorthStar which will occur pursuant to the Arrangement.

“Amalgamation Effective Time” means the time at which the Amalgamation becomes effective in accordance with the Plan of Arrangement.

“AMF” means the Autorité des marchés financiers, being the governmental authority responsible for the administration and enforcement of securities laws in the Province of Québec.

“Ancillary Agreements” means, collectively, the Plan of Arrangement, the Voting and Support Agreement, the Sponsor Letter Agreement, the Lock-Up Agreement, the PIPE Agreements, the Registration Rights Agreement and all other agreements, certificates and instruments executed and delivered by Viking, NewCo or NorthStar in connection with the Transactions and specifically contemplated by the Business Combination Agreement.

“Arrangement” means the arrangement under Section 192 of the CBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement or made at the directions of the Court in the Final Order with the prior written consent of Viking and NorthStar, such consent not to be unreasonably withheld, conditioned or delayed.

“Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to NorthStar and Viking, each acting reasonably.

“Authorized Capital Proposal” means the proposal to change the authorized share capital of New NorthStar from the existing (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.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Continuation and the Arrangement (and the Amalgamation thereunder).

“Business Combination Agreement” means the Business Combination Agreement entered into on April 16, 2026, by and among Viking, NewCo, and NorthStar, including all exhibits and schedules annexed thereto, as amended by the Amendment No. 1 to Business Combination Agreement, dated as of May 15, 2026, and as it may be further amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Business Combination Proposal” means the Proposal to approve the Business Combination Agreement and the Business Combination.

“Canadian Prospectus” means the preliminary and final non-offering prospectus of New NorthStar filed with the AMF to become a “reporting issuer” (within the meaning of applicable Canadian securities laws) in the Province of Québec and any other province or territory as Viking, NorthStar and NewCo may mutually agree.

“CBCA” means the Canada Business Corporations Act and the rules, regulations and published policies made thereunder, as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute or law thereto.

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement, which shall be the same date as the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Cayman Islands Companies Act (As Revised).

“Continuation” means the continuance of Viking from the Cayman Islands to Canada in accordance with the Companies Act and the CBCA.

“Continuation Articles” means the articles of continuance of New NorthStar to effect the Continuation, substantially in the form attached Annex D.

“Continuation Proposal” means the Proposal to vote on the approval of the Continuation including the filing of the Continuation Articles.

“Court” means the Superior Court of Québec, or other court as applicable.

“Director” means the Director appointed pursuant to Section 260 of the CBCA.

“Director Election Proposal” means the Proposal to elect Stewart Bain, Beth Michelson, Charles Sirois, Paul Pizzani, Philipp von Girsewald, Bob Reeves, Denis Sirois, [__] and [__], effective upon the Closing, to serve on New NS Board for the applicable term.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Equity Interests” means (i) in the case of a corporation, any and all shares (however designated) of capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership or limited liability company, any and all partnership or membership interests (whether general or limited) or units (whether common or preferred), (iv) in any case, any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and (v) in any case, any right to acquire any of the foregoing.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the ratio (rounded to four decimal places) obtained by dividing (i) the Transaction Value divided by $10.00, by (ii) the total number of NorthStar Ordinary Shares outstanding immediately prior to the Amalgamation Effective Time before giving effect to the issuance of any shares pursuant to the PIPE Financing.

“Final Order” means the final order of the Court pursuant to Section 192 of the CBCA, approving the Arrangement, in a form acceptable to Viking and NorthStar, each acting reasonably, as such order may be amended by the Court with the consent of Viking and NorthStar, such consent not to be unreasonably withheld, conditioned or delayed, or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended, on appeal, provided that any such amendment is reasonably acceptable to each of Viking and NorthStar.

“GAAP” means generally accepted accounting principles in the U.S. as in effect from time to time.

“Governmental Authority” means any U.S. or non-U.S.: (i) nation, state, commonwealth, province, territory, region, county, city, municipality, district, or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental, quasi-governmental, public or statutory authority of any nature (including any governmental division, department, agency, regulatory or administrative authority, commission, instrumentality, official, organization, unit, body, or entity and any court, judicial or arbitral body, or other tribunal).

“Governmental Order” means any order, judgement, injunction, decree, writ, ruling, stipulation, determination, verdict or award, in each case, entered by or with any Governmental Authority.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Incentive Plan” means the 2026 Long-Term Incentive Plan of New NorthStar.

“Incentive Plan Proposal” means the proposal to approve the issuance of New NS Common Shares pursuant to the Incentive Plan.

“Interim Order” means the interim order of the Court made pursuant to Section 192 of the CBCA, in a form acceptable to each of NorthStar and Viking (each acting reasonably), which will provide for, among other things, the calling and holding of the Viking Shareholders’ Meeting and the NorthStar Securityholders’ Meeting, if required, as the same may be amended by the Court with the consent of NorthStar and Viking, such consent not to be unreasonably withheld, conditioned or delayed, provided that any such amendment is reasonably acceptable to each of Viking and NorthStar.

“KingsRock” means KingsRock Advisors, LLC.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Lock-Up Agreement” means the Lock-Up Agreement to be entered into at the Closing, by and among New NorthStar and certain securityholders of NorthStar.

“New NS Common Shares” means the common shares in the capital of New NorthStar to be created pursuant to the Plan of Arrangement.

“New NS Organizational Documents” means the Articles of Arrangement issued in respect of the Plan of Arrangement and the Proposed Bylaws.

“New NS PIPE Warrant” means each New NS Common Share purchase warrant issuable in exchange for each issued and outstanding NorthStar PIPE Warrant, with each New NS PIPE Warrant entitling the holder thereof to acquire one (1) New NS Common Share at a per share exercise price (rounded up to the nearest cent) equal to $[    ].

“New NS Public Warrants” means, collectively, the common share purchase warrants of New NorthStar issuable to holders of Viking Public Warrants in replacement thereof upon the consummation of the Business Combination.

“New NS Securities” means, collectively, the New NS Common Shares and New NS Public Warrants.

“New NS Shareholder” means holders of New NS Common Shares.

“New NS Warrant Agreements” means the Viking Warrant Agreements as amended and restated pursuant to the Plan of Arrangement as reasonably necessary to reflect the Continuation and the other transactions contemplated by the Business Combination Agreement and applicable Canadian securities laws.

“New NS Warrants” means warrants to purchase New NS Common Shares pursuant to the New NS Warrant Agreements.

“NewCo” means Viking NS Amalgamation Corp., a corporation existing under the CBCA and wholly owned subsidiary of Viking.

“NorthStar” means NorthStar Earth & Space Inc., a corporation existing under the CBCA.

“NorthStar Arrangement Resolution” means the special resolution of the holders of NorthStar Securityholders in respect of the Arrangement to be considered at the NorthStar Securityholders’ Meeting.

“NorthStar Board” means the board of directors of NorthStar prior to the Closing.

“NorthStar Class A Common Shares” means the Class A Voting Common shares in the capital of NorthStar, with the meaning and rights as described in the articles of NorthStar.

“NorthStar Class A Preferred Shares” means the Class A preferred shares in the capital of NorthStar, with the meaning and rights as described in the articles of NorthStar.

“NorthStar Class B Common Shares” means the Class B Common shares in the capital of NorthStar, with the meaning and rights as described in the articles of NorthStar.

“NorthStar Class B Preferred Shares” means the Class B preferred shares in the capital of NorthStar, with the meaning and rights as described in the articles of NorthStar.

“NorthStar Class B-1 Preferred Shares” means the Class B-1 preferred shares in the capital of NorthStar, with the meaning and rights as described in the articles of NorthStar.

“NorthStar Convertible Debentures” means the convertible debentures of NorthStar in and as of the date of the Business Combination Agreement.

“NorthStar Existing Common Shares” means, collectively, NorthStar Class A Common Shares and NorthStar Class B Common Shares.

“NorthStar Governing Documents” means, collectively, the articles and bylaws of NorthStar.

“NorthStar Optionholders” means, at any time, the holders of NorthStar Options.

“NorthStar Options” means all options to purchase (a) prior to the completion of the NorthStar Recapitalization, NorthStar Class A Common Shares, or (b) after the NorthStar Recapitalization, NorthStar Ordinary Shares, in each case whether or not exercisable and whether or not vested, granted under the NorthStar Stock Plan or otherwise.

“NorthStar Ordinary Shares” means the ordinary shares in the capital of NorthStar following the NorthStar Recapitalization.

“NorthStar PIPE Warrants” means the NorthStar Class A Common Share purchase warrants of NorthStar to be issued in connection with the PIPE Financing.

“NorthStar Recapitalization” means a recapitalization NorthStar will complete in connection with Closing providing for, among other things, the conversion and/or exchange, as applicable, of certain outstanding securities of NorthStar as described in the Plan of Arrangement.

“NorthStar Securityholders” means, collectively, the holders of NorthStar shares, NorthStar Convertible Debentures and NorthStar Shareholder Loans prior to the NorthStar Recapitalization.

“NorthStar Securityholders’ Approval” means the approval by not less than (i) 75% of the outstanding NorthStar Class A Common Shares and NorthStar Class B Common Shares, voting together as a single class; (ii) 70% of the outstanding NorthStar Class A Common Shares, voting as a separate class; (iii) 70% of the outstanding NorthStar Class B Common shares, voting as a separate class; (iv) 75% of the outstanding NorthStar Class A Preferred Shares, voting as a separate class; (v) 75% of the outstanding NorthStar Class B Preferred Shares, voting as a separate class; (vi) 75% of the outstanding NorthStar Class B-1 Preferred Shares, voting as a separate class; and (vii) each holder of the outstanding NorthStar Convertible Debentures and the NorthStar Shareholder Loans.

“NorthStar Securityholders’ Meeting” means, if required, the special meeting of the NorthStar Securityholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, which may be called and held in accordance with the Interim Order for the purpose of, among other things, considering and, if thought fit, approving the NorthStar Arrangement Resolution.

“NorthStar Shareholders” means, at any time, the holders of NorthStar Class A Common Shares, NorthStar Class B Common Shares, NorthStar Class A Preferred Shares, NorthStar Class B Preferred Shares, NorthStar Class C Preferred Shares, NorthStar Class D Preferred Shares or NorthStar Ordinary Shares, as the context requires, in each case issued and outstanding at such time and “NorthStar Shareholder” means any one of them.

“NorthStar Stock Plan” means that certain Amended and Restated Stock Option Plan for NorthStar Earth & Space Inc., dated December 12, 2019, as such may have been further amended, supplemented or modified from time to time.

“NorthStar Warrants” means all warrants to purchase NorthStar Class A Common Shares.

“NYSE Proposal” means the proposal to approve, for purposes of complying with applicable listing rules of The NYSE Stock Market LLC, the issuance of New NS Common Shares and the New NS Public Warrants in connection with the Business Combination.

“Other Matters Proposal” means the proposal to not include in the New NS Organizational Documents provisions relating to the Viking Class B Shares, the Viking IPO, Sponsor, the initial business combination and other related matters.

“PCAOB” means the U.S. Public Company Accounting Oversight Board and any division or subdivision thereof.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association, or to the extent not already covered, an entity, or government, political subdivision, agency or instrumentality of a government, or to the extent not already covered, a Governmental Authority.

“PIPE Agreements” means the securities purchase agreements entered into among NorthStar, Viking, and the PIPE Investors, pursuant to which such investors have agreed to purchase, for the aggregate purchase price obtained by dividing the PIPE Investor’s aggregate subscription price by the product of (x) $10.00 and (y) the Exchange Ratio, one (1) NorthStar Share, and one (1) PIPE Warrant exercisable for one (1) NorthStar Share at the price equal to the quotient of one divided by the Exchange Ratio.

“PIPE Financing” means the issuance and/or sale of the NorthStar Ordinary Shares and the PIPE Warrants pursuant to PIPE Agreements.

“PIPE Investors” means the certain investors who are party to the PIPE Agreements under which each such investor has each agreed to purchase NorthStar Ordinary Shares and PIPE Warrants.

“PIPE Warrants” means the warrants to purchase NorthStar Ordinary Shares issued pursuant to the PIPE Agreements in connection with the PIPE Financing.

“Plan of Arrangement” means the plan of arrangement attached to this proxy statement/prospectus as Annex B and any amendments, supplements, modifications or variations thereto made in accordance with the plan of arrangement, the applicable provisions of the Business Combination Agreement or made at the direction of the Court in the Final Order with the prior written consent of NorthStar and Viking, each acting reasonably.

“Proposals” means the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal.

“Proposed Bylaws” means the proposed bylaws to be adopted by New NorthStar, substantially in the form attached as Annex E.

“Quorum Proposal” means the proposal to change the New NS Governing Documents to 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.

“Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into at the Closing, by and among Viking, the Sponsor and certain securityholders of the NorthStar.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Senior Advisors” refer to KingsRock’s network of more than 120 senior advisors who may assist us in sourcing potential acquisition targets and creating long-term value in the business combination for Viking.

“Sponsor” means Viking Acquisition Sponsor I, LLC, a Delaware limited liability company, the sponsor of Viking.

“Sponsor Letter Agreement” means that certain letter agreement, dated as of April 16, 2026, by and between Viking and Sponsor.

“Strategic Partners” refer to KingsRock’s established strategic relationships with selected leading investors and financing providers.

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“Transaction Value” means the pre-money equity rollover value of NorthStar in the aggregate amount of $300,000,000.

“Transactions” means the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

“Transfer Agent” means Continental Stock & Trust Company.

“Trust Account” means the trust account established by Viking upon the consummation of its initial public offering and into which a certain amount of net process of the Viking IPO, together with a certain amount of proceeds of a private placement of units simultaneously with the closing date of the Viking IPO, was deposited.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of October 30, 2025, between Viking and Continental Stock Transfer & Trust Company, as trustee.

“U.S.” means the United States of America.

“Viking” means Viking Acquisition Corp. I, a Cayman Islands exempt company.

“Viking Articles” means (a) for all periods prior to the Continuation, the Amended and Restated Memorandum and Articles of Association of Viking adopted on October 30, 2025, as amended, restated or amended and restated from time to time, and (b) for all periods from and after the Continuation until amended pursuant to the Plan of Arrangement, the articles of continuance of New NorthStar.

“Viking Board” means the board of directors of Viking.

“Viking Class A Ordinary Shares” means, prior to the Continuation, Class A ordinary shares of Viking, par value $0.0001 per share, authorized under the Viking Articles.

“Viking Class A Shares” means (a) for all periods prior to the Continuation, Viking Class A Ordinary Shares, and (b) for all periods from and after the Continuation until amended pursuant to the Plan of Arrangement, the Class A Common Shares in the capital of New NorthStar.

“Viking Class B Ordinary Shares” means, prior to the Continuation, Class B ordinary shares of Viking, par value $0.0001 per share, authorized under the Viking Articles.

“Viking Class B Shares” means (a) for all periods prior to the Continuation, Class B Ordinary Shares, and (b) for all periods from and after the Continuation Class B Common Shares in the capital of New NorthStar.

“Viking Common Shares” means, collectively, the Viking Class A Shares and the Viking Class B Shares.

“Viking Deadline Date” means the deadline for Viking to consummate a Business Combination as set forth in the Viking Articles which is November 3, 2027.

“Viking Founder Shareholders” means the holders of the Viking Founder Shares.

“Viking Founder Shares” means the Viking Class B Shares or the Viking Class A Shares issued upon conversion of the Viking Class B Shares.

“Viking Governing Documents” means the first amended and restated memorandum and articles of association of Viking.

“Viking IPO” means the initial public offering of Viking consummated on November 3, 2025.

“Viking Ordinary Shares” means, collectively, the Viking Class A Ordinary Shares and the Viking Class B Ordinary Shares.

“Viking Private Placement” means the private placement of Viking Private Placement Units consummated concurrently with the Viking IPO.

“Viking Private Placement Units” means units of Viking sold in a private placement consummated concurrently with the Viking IPO, each unit comprised of one Viking Class A Share and one-third of one Viking Public Warrant.

“Viking Private Warrant” means a warrant to purchase one Viking Class A Share at an exercise price of $11.50 per share sold in a private placement consummated concurrently with the Viking IPO.

“Viking Public Shareholders” means the holders of Viking Public Shares eligible to have all or a portion of their Viking Public Shares redeemed in connection with the Business Combination.

“Viking Public Shares” means the Viking Shares included in units of Viking sold in the Viking IPO.

“Viking Public Units” means units of Viking sold in the Viking IPO, each unit comprised of one Viking Class A Share and one-third of one Viking Public Warrant.

“Viking Public Warrant” means a warrant to purchase one Viking Class A Share at an exercise price of $11.50 per share included in a Viking Public Unit sold in the Viking IPO.

“Viking Public Warrant Agreement” means that certain Public Warrant Agreement, dated October 30, 2025, by and between Viking and Continental Stock Transfer & Trust Company.

“Viking Securities” means, collectively, the Viking Units, the Viking Shares and the Viking Warrants.

“Viking Shareholder” means, collectively, the holders of Viking Class A Ordinary Shares and Viking Class B Ordinary Shares.

“Viking Shareholder Proposals” means the proposals at the Viking Shareholders’ Meeting.

“Viking Shareholders’ Approval” means the approval of the Viking Shareholder Proposals, in each case, by an affirmative vote of the holders of at least a majority of Viking Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Viking Governing Documents and applicable Law) at a Viking Shareholders’ Meeting duly called by the Viking Board and held for such purpose.

“Viking Shareholders’ Meeting” means the extraordinary general meeting of shareholders of Viking at which the Proposals will be voted upon.

“Viking Shares” means, collectively, the Viking Ordinary Shares.

“Viking Units” means the units sold in the Viking IPO, each consisting of one Viking Public Share and one-third of one Viking Public Warrant.

“Viking Warrant Agent” means Continental Stock Transfer & Trust Company, in its capacity as warrant agent under the Viking Warrant Agreements.

“Viking Warrant Agreement” means, collectively, the Viking Public Warrant Agreement and the Viking Private Warrant Agreement.

“Viking Warrant Holders” means holders of Viking Warrants that will receive New NS Public Warrants in connection with the Business Combination.

“Viking Warrants” means, collectively, the Viking Public Warrants and the Viking Private Warrants.

“Voting and Support Agreement” means that certain Voting and Support Agreement by and between Viking, NorthStar, and certain of the NorthStar Securityholders pursuant to which, among other things, each such securityholder agreed to support and vote in favor of the Plan of Arrangement.

“Working Capital Loans” mean any and all loans to Viking from Sponsor or any of its affiliates.

Unless otherwise specified, the share counts and other data set forth in this proxy statement/prospectus assume the following:

•        no Viking Public Shareholders elect to have their New NS Common Shares redeemed;

•        at the Closing, [____] New NS Common Shares are issued to the NorthStar Shareholders;

•        none of the Sponsor or NorthStar Shareholders purchased any Viking Class A Shares in the open market;

•        Sponsor has not made any working capital loans to Viking; and

•        that there are no other issuances of Equity Interests of Viking or NorthStar prior to or in connection with the Closing.

Further, unless otherwise specified, the share counts, and other information set forth in this proxy statement/prospectus, do not take into account the Viking Warrants currently outstanding or the New NS Warrants which will remain outstanding following the Business Combination and may be exercised at a later date.

Pursuant to the Viking Articles, Viking Public Shareholders may request that Viking redeem all or a portion of their Viking Class A Shares or Viking Class B Shares for cash if the Business Combination is consummated. Certain sections in this proxy statement/prospectus refer to a no redemptions scenario, illustrative redemptions scenario and maximum redemptions scenario. Unless otherwise specified, (i) the no redemptions scenario assumes for illustrative purposes that no New Viking Class A Shares or Viking Class B Shares are redeemed, and (ii) the maximum redemptions scenario assumes for illustrative purposes that 23,000,000 Viking Class A Shares or Viking Class B Shares are redeemed, resulting in an aggregate payment of approximately $230,000,000, plus a pro rata portion of interest accrued (net of taxes payable), from the Trust Account. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Summary Term Sheet

This summary term sheet, together with the sections entitled “Questions and Answers About the Viking Shareholders’ Meeting and the Business Combination” and “Summary of Proxy Statement/Prospectus,” summarizes certain information contained in this proxy statement/prospectus but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters summarized below.

•        Viking is a blank check company incorporated as a Cayman Islands exempted company incorporated on July 24, 2025 for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Viking and one or more target businesses. For more information about Viking, see the section entitled “Business of Viking and Certain Information About Viking.”

•        There are currently 23,000,000 Viking Class A Shares and 7,666,667 Viking Class B Shares issued and outstanding. In addition, there are currently 7,886,643 Viking Warrants outstanding, consisting of 7,666,645 Viking Public Warrants and 219,998 Viking Private Warrants. Each whole warrant entitles the holder to purchase one whole Viking Class A Share for $11.50 per share. The Viking Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Viking IPO, and will expire seven years from the completion of a Business Combination or earlier upon redemption or liquidation. Each Viking Warrant will be amended to become a New NS Warrant. Once the New NS Warrants become exercisable, New NorthStar may redeem New NS Warrants in certain circumstances. Once the New NS Warrants become exercisable, New NorthStar may redeem New NS Warrants in certain circumstances. See the section entitled “Description of New NorthStar Securities Following the Business Combination — New NS Warrants.”

•        NorthStar is a Canadian corporation incorporated under the CBCA on November 2, 2015. Please see the section entitled “Business of NorthStar and Certain Information About NorthStar” for more information.

•        Viking, NorthStar and NewCo entered into the Business Combination Agreement on April 16, 2026. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

•        Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected as follows: (i) Viking will continue as New NorthStar, a corporation existing under the CBCA in accordance with the relevant provisions of the Companies Act and the CBCA and (ii) promptly following such Continuation, the closing of the Arrangement will occur, pursuant to which, among other things, NewCo shall amalgamate with NorthStar to form one corporate entity and NewCo will survive the Amalgamation as NorthStar Enterprises Ltd., a wholly owned subsidiary of New NorthStar.

•        In connection with the Business Combination Agreement, Viking entered into or contemplated entering into the following agreements:

•        Sponsor Letter Agreement:    Concurrently with the execution and delivery of the Business Combination Agreement, Viking, the Company and the Sponsor entered into a letter agreement (the “Sponsor Letter Agreement”) pursuant to which, among other things (1) the Sponsor agreed to vote all Class B Ordinary Shares (“Founder Shares”) held by it in favor of the Continuation Proposal, 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.

•        Voting and Support Agreement:    Concurrently with the execution and delivery of the Business Combination Agreement, Viking, NorthStar and certain of the NorthStar Securityholders entered into the Voting and Support Agreement pursuant to which, among other things, each such securityholder agreed to support and vote in favor of the Plan of Arrangement.

•        Lock-up Agreement:    At the Closing, certain holders of Common Shares, including certain NorthStar Securityholders, will enter into Lock-Up Agreement, pursuant to which, among other things, each such securityholder will agree not to sell, for a period of 180 days following the Closing Date (subject to certain exceptions), the New NS Common Shares held by such holder immediately after the Amalgamation Effective Time, on the terms and subject to the conditions set forth in the Lock-Up Agreement. In addition, on the Closing Date, the Sponsor and the other parties to the letter agreement, dated as of October 30, 2025, entered into by such parties with Viking in connection with the Viking IPO (the “IPO Letter Agreement”), will enter into an amendment to such letter agreement to change the lock-up period in such letter agreement to six months.

•        Registration Rights Agreement:    Viking and certain securityholders of Viking are parties to a registration rights agreement, dated as of October 30, 2025 (the “Original Registration Rights Agreement”). At the Closing and pursuant to the terms of the Business Combination Agreement, New NorthStar, the Sponsor and certain security holders of NorthStar and such securityholders of Viking shall enter into the Registration Rights Agreement pursuant to which, among other things, (1) New NorthStar will agree to file, as soon as practicable (and in any event within 30 days) following the Closing Date, a registration statement covering the resale of certain New NS Common Shares and New NS Public Warrants held by the Sponsor and such other parties from time to time, (2) such holders of registrable securities will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement, and (3) the Original Registration Rights Agreement will be amended, restated and terminated as of the Closing. For more information about the Registration Rights Agreement, see the subsection entitled “The Business Combination — Related Agreements.”

•        PIPE Agreements:    Concurrently with the execution of the Business Combination Agreement, on April 16, 2026, Viking, the 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 warrants to acquire 3,000,000 New NS Common Shares at Closing. Such 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.

•        Pursuant to the Plan of Arrangement and the Continuation, the New NS Organizational Documents will be adopted. For more information about the New NS Organizational Documents, see the subsection entitled “The Business Combination — Related Agreements.”

•        The Closing is subject to the satisfaction (or waiver) of a number of conditions set forth in the Business Combination Agreement, including, among others, the approval by Viking Shareholders of the Business Combination Proposal and the Continuation Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination — Closing and Effective Time of the Business Combination.”

•        The Business Combination Agreement may be terminated, and the Business Combination may be abandoned in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination — Additional Covenants of the Parties.”

•        The Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        Under the Viking Articles, holders of Viking Class A Ordinary Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Viking Articles. As of March 31, 2026, this would have amounted to approximately $[___] per share. If a Viking Public Shareholder exercises his, her or its redemption rights, Viking will redeem the Viking Class A Ordinary Shares for cash, and such Viking Public Shareholder will no longer own Viking Class A Ordinary Shares and will not participate in New NorthStar’s future growth, if any. Such a holder will be entitled to receive cash for its Viking Class A Ordinary Shares only if he, she or it properly demands redemption and delivers his, her or its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. For more information regarding these procedures, see the subsection entitled “Extraordinary General Meeting of Viking Shareholders — Redemption Rights.”

The issuance of New NS Common Shares in the Business Combination will dilute the Equity Interests of Viking Public Shareholders who do not exercise their redemption rights and may adversely affect prevailing market prices for New NS Common Shares. Viking Public Shareholders who do not exercise their redemption rights may experience dilution to varying degrees in connection with and after the Business Combination, including:

•        the issuance of New NS Common Shares as part of the consideration in connection with the consummation of the Business Combination; and

•        the exercise of New NS Warrants.

The issuance of New NS Common Shares in connection with the Business Combination, including through any of the foregoing, could have the following effects for Viking Shareholders who elect not to redeem their Viking Shares:

•        their proportionate ownership interest in New NorthStar will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Viking Shares will be diminished; or

•        the market price of New NS Common Shares or New NS Warrants, as applicable, may decline.

The following table illustrates varying beneficial ownership levels in New NorthStar, as well as possible sources and extents of dilution for non-redeeming Viking Public Shareholders, assuming no additional redemptions by Viking Shareholders and the Maximum Redemption by Viking Public Shareholders. The calculations are based upon an assumed Exchange Ratio for New NS Common Shares of 1.1496218.

Assumptions are as follows:

•        Assuming no additional redemption scenario:    This presentation assumes that no Viking Public Shareholders exercise redemption rights with respect to their Viking Shares in connection with the vote on the Business Combination.

•        Assuming 25% additional redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 25% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 5,750,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$81.3 million.

•        Assuming 50% additional redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 50% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 11,500,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$162.6 million.

•        Assuming 75% additional redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 75% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 17,250,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$243.9 million.

•        Assuming Maximum Redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 100% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 23,000,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$325.2 million.

Upon consummation of the Business Combination, the post-Closing share ownership of New NorthStar under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the 100% Redemptions Scenario, excluding the dilutive effect of New NorthStar Earnout Shares, Viking Public Warrants, Viking Private Placement Warrants, NorthStar Warrants, NorthStar Options, and NorthStar PIPE Warrants would be as follows:

____________

(1)      Reflects the assumed redemption of (i) 0 shares under the No Redemptions Scenario, (ii) 5,750,000 shares under the 25% Redemptions Scenario, (iii) 11,500,000 shares under the 50% Redemptions Scenario, (iv) 17,250,000 shares under the 75% Redemptions Scenario, and (v) 23,000,000 shares under the 100% Redemptions Scenario.

(2)      Includes 4,666,667 Founder Shares (excluding 3,000,000 Founder Shares to be transferred by the Sponsor to the PIPE Investors), 660,000 Private Placement Shares, and 500,000 shares issued by Viking to the Sponsor at Closing for consideration of the Sponsor Letter.

(3)      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 Three Acquisition Holding III, an existing shareholder of NorthStar (“Pangaea”), and 1,000,000 of which Founder Shares will be transferred to Pangaea).

The following table illustrates varying ownership levels of New NorthStar immediately following the Business Combination on a fully diluted basis(1):

____________

(1)      This table makes the same assumptions as in the preceding ownership table, except that this table reflects (i) 10,000,000 New NorthStar Earnout Shares, (ii) 7,666,645 shares underlying the Viking Public Warrants, (iii) 219,998 shares underlying the Viking Private Placement Warrants, (iv) 118,454 shares underlying the NorthStar Warrants, (v) 552,684 shares underlying the NorthStar Options, and (vi) 3,000,000 shares underlying the NorthStar PIPE Warrants.

(2)      Includes 7,666,645 shares underlying the Viking Public Warrants.

(3)      Includes 219,998 shares underlying the Viking Private Placement Warrants and 1,000,000 Earnout Shares.

(4)      Includes 9,000,000 Earnout Shares.

(5)      Includes 3,000,000 shares underlying the NorthStar PIPE Warrants.

The Viking Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the Viking Board’s decision-making process, see the subsection entitled “The Business Combination — The Viking Board’s Reasons for Approval of the Business Combination.” When you consider the unanimous recommendation of the Viking Board, you should keep in mind that, aside from their interests as shareholders, Sponsor and certain members of Viking management have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. Please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination.”

In addition to voting on the proposal to adopt and approve the Continuation and the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, at the Viking Shareholders’ Meeting, the Viking Shareholders will also be asked to consider and vote on the approval of:

•        a proposal 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 as the Authorized Capital Proposal, the Quorum Proposal, the Advance Notice Proposal and the Other Matters Proposal in accordance with SEC guidance;

•        a 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;

•        a proposal to approve, by Ordinary Resolution, the issuance of New NS Common Shares pursuant to the Incentive Plan; and

•        a 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.

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. If put forth at the Viking Shareholders’ Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and none of the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal or the Director Election Proposal will be submitted to the Viking Shareholders for a vote.

For more information, see the sections entitled “Proposal No. 1 — The Continuation Proposal,” “Proposal No. 2 — The Business Combination Proposal,” “Proposal No. 3 — The Advisory Organizational Documents Proposals,” “Proposal No. 4 — The NYSE Proposal,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The Director Election Proposal” and “Proposal No. 7 — The Adjournment Proposal.”

Restrictions on Sale of Securities Held by the Sponsor and its Affiliates

Pursuant to the IPO Letter Agreement, the Sponsor and each of the directors and officers of Viking agreed to restrictions on its ability to transfer, assign, or sell the Founder Shares and Private Warrants, as summarized in the table below.

QUESTIONS AND ANSWERS ABOUT THE Viking SHAREHOLDERS’ MEETING AND THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Viking Shareholders’ Meeting, as well as the proposed Business Combination. The following questions and answers do not include all of the information that is important to Viking Shareholders. Viking urges Viking Shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Viking Shareholders are being asked to consider and vote upon the Proposals, including to approve the transactions contemplated by the Business Combination Agreement.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Viking Shareholders’ Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Q:     What is being voted on at the Viking Shareholders’ Meeting?

A:     Viking Shareholders will vote on the following Proposals at the Viking Shareholders’ Meeting:

•        Proposal No. 1 — The Continuation Proposal to approve, by Special Resolution, the continuance of Viking as a corporation existing under the CBCA, in accordance with the applicable provisions of the Companies Act and the CBCA and the adoption of the Proposed Bylaws;

•        Proposal No. 2 — The Business Combination Proposal to approve, by Special Resolution, the Business Combination Agreement, a copy of which is attached to this 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;

•        Proposal No. 3(a)-(d) — The Advisory Organizational Documents Proposal 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 as the Authorized Capital Proposal, the Quorum Proposal and the Advance Notice Proposal and the Other Matters Proposal;

•        Proposal No. 4 — The NYSE Proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of New NS Common Shares in connection with the Business Combination;

•        Proposal No. 5 — The Incentive Plan Proposal to approve, by Ordinary Resolution, the issuance of New NS Common Shares pursuant to the Incentive Plan. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex G;

•        Proposal No. 6 — The Director Election Proposal to approve, by Ordinary Resolution, the election of nine directors, 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

•        Proposal No. 7 — The Adjournment 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. 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.

Q:     Are the Proposals conditioned on one another?

A:     Viking may not consummate the Business Combination unless the Continuation Proposal, the Business Combination Proposal, the NYSE Proposal and the Director Election Proposal are approved at the Viking Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding. The Advisory Organizational Documents Proposals, the Incentive Plan Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. If put forth at the Viking Shareholders’ Meeting, the Adjournment Proposal will be the first and only proposal voted upon and none of the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal or the Director Election Proposal will be submitted to the Viking Shareholders for a vote.

Q:     What will happen in the Business Combination?

A:     Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained in the Business Combination Agreement and the Plan of Arrangement, the Business Combination will be effected as follows: (i) prior to the Closing, Viking shall continue from the Cayman Islands to Canada in accordance with the Companies Act and the CBCA, and in connection therewith will change its name to “NorthStar Enterprises Ltd.”, and the articles of Viking shall be in substantially the form of the Continuation Articles, and (ii) promptly following the Continuation, on the Closing Date, NewCo shall amalgamate with and into NorthStar to form one corporate entity and NewCo will survive the Amalgamation as the Amalgamated Company.

The Continuation will occur at most one business day prior to, and independent of, the Amalgamation, which will occur on the Closing Date.

Following the Business Combination, New NorthStar will be a public company and is expected to be listed on the NYSE. Viking has applied to have the New NS Common Shares and New NS Public Warrants listed on NYSE. Listing is subject to the approval of NYSE in accordance with its original listing requirements. There is no assurance that NYSE will approve Viking’s listing applications. Any such listing of the New NS Common Shares and New NS Public Warrants will be conditional upon Viking fulfilling all of the listing requirements and conditions of NYSE. For more information about the Business Combination Agreement and the Business Combination, please see the section entitled “The Business Combination.”

Q:     How was the transaction structure for the Business Combination determined?

A:     The Business Combination was the result of an extensive search for a potential transaction utilizing the network and investing and operating experience of Viking’s management team as well as the Viking Board. The transaction structure for the Business Combination and continuation to Canada was determined through the advice of legal counsel and tax advisors, the fact that NorthStar is a Canadian corporation and the discretion of the parties to the Business Combination. The Viking Board believes that there are significant advantages to us that will arise as a result of the transaction structure and a change of our domicile to Canada, including but not limited to tax efficiency. Further, the Viking Board believes the transaction structure and continuation to Canada are in the best interests of Viking and its shareholders.

Q:     Why is Viking proposing the Business Combination?

A:     Viking was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving Viking and one or more businesses or entities. The Viking Board considered a wide variety of factors in connection with its evaluation of the Business Combination, as well as the Viking Board’s review of the results of the due diligence conducted by Viking management and Viking’s advisors. As a result, the Viking Board concluded that a transaction with NorthStar would present the most attractive opportunity to maximize value for Viking Shareholders. Please

see the subsection entitled “The Business Combination — The Viking Board’s Reasons for Approval of the Business Combination.” Viking Shareholder approval of the Business Combination is required by the Business Combination Agreement, Viking’s Articles and NYSE’s Listed Company Manual Section 312.03.

Q:     Why is NorthStar proposing the Business Combination?

A:     The NorthStar Board considered a wide variety of factors in connection with its evaluation of the Business Combination. The NorthStar Board concluded that a transaction with Viking would result in a fund-raising transaction in which the New NS Common Shares would be listed on the NYSE, and should result in an increase in value for NorthStar. Please see the subsection entitled “The Business Combination — The NorthStar Board’s Reasons for Approval of the Business Combination.” Viking Shareholder approval of the Business Combination is required by the Business Combination Agreement and Viking Articles.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are several closing conditions in the Business Combination Agreement, including the approval by Viking Shareholders of the Business Combination Proposal, approval by NorthStar Securityholders and by the Superior Court of Québec of the Arrangement Québec. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the subsection entitled “The Business Combination — Closing and Effective Time of the Business Combination.”

Q:     How will New NorthStar be managed and governed following the Business Combination?

A:     Upon consummation of the Business Combination, New NorthStar will be governed by the New NS Organizational Documents, and the CBCA. The New NS Board will be responsible for guiding New NorthStar’s business and affairs and overseeing management. New NorthStar’s management team will be derived from NorthStar’s existing employees and members of management, who will be responsible for the execution of the combined business’ strategy. Please see the section entitled “Management of New NorthStar After the Business Combination” for more information.

Q:     What equity stake will current NorthStar Shareholders and current Viking Shareholders hold in New NorthStar immediately after the completion of the Business Combination, and what effect will potential sources of dilution have on such equity stake after the Closing?

A:     Upon consummation of the Business Combination, the post-Closing share ownership of New NorthStar under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the 100% Redemptions Scenario, excluding the dilutive effect of New NorthStar Earnout Shares, Viking Public Warrants, Viking Private Placement Warrants, NorthStar Warrants, NorthStar Options, and NorthStar PIPE Warrants would be as follows:

____________

(1)      Reflects the assumed redemption of (i) 0 shares under the No Redemptions Scenario, (ii) 5,750,000 shares under the 25% Redemptions Scenario, (iii) 11,500,000 shares under the 50% Redemptions Scenario, (iv) 17,250,000 shares under the 75% Redemptions Scenario, and (v) 23,000,000 shares under the 100% Redemptions Scenario.

(2)      Includes 4,666,667 Founder Shares (excluding 3,000,000 Founder Shares to be transferred by the Sponsor to the PIPE Investors), 660,000 Private Placement Shares, and 500,000 shares issued by Viking to the Sponsor at Closing for consideration of the Sponsor Letter.

(3)      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).

The following table illustrates varying ownership levels of New NorthStar immediately following the Business Combination on a fully diluted basis(1):

____________

(1)      This table makes the same assumptions as in the preceding ownership table, except that this table reflects (i) 10,000,000 New NorthStar Earnout Shares, (ii) 7,666,645 shares underlying the Viking Public Warrants, (iii) 219,998 shares underlying the Viking Private Placement Warrants, (iv) 118,454 shares underlying the NorthStar Warrants, (v) 552,684 shares underlying the NorthStar Options, and (vi) 3,000,000 shares underlying the NorthStar PIPE Warrants.

(2)      Includes 7,666,645 shares underlying the Viking Public Warrants.

(3)      Includes 219,998 shares underlying the Viking Private Placement Warrants and 1,000,000 Earnout Shares.

(4)      Includes 9,000,000 Earnout Shares.

(5)      Includes 3,000,000 shares underlying the NorthStar PIPE Warrants.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the Viking Public Shares.

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,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” 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. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios.

____________

(1)      This scenario assumes that no Public Shares are redeemed.

(2)      This scenario assumes that 5,750,000 Public Shares, or approximately 25% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately C$81.3 million (based on the estimated per-share Redemption Price of approximately C$14.14 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur.

(3)      This scenario assumes that 11,500,000 Public Shares, or approximately 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately C$162.6 million (based on the estimated per-share Redemption Price of approximately C$14.14 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur.

(4)      This scenario assumes that 17,250,000 Public Shares, or 75% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately C$243.9 million (based on the estimated per-share Redemption Price of approximately C$14.14 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur.

(5)      This scenario assumes that 23,000,000 Public Shares, or 100% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately C$325.2 million (based on the estimated per-share Redemption Price of approximately C$14.14 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur.

For information on the relative ownership levels of former NorthStar Shareholders following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of former NorthStar Shareholders following the Business Combination under varying redemption scenarios, see the question entitled “What equity stake will current NorthStar Shareholders and current Viking Shareholders hold in New NorthStar immediately after the completion of the Business Combination, and what effect will potential sources of dilution have on such equity stake after the Closing?”

Q:     Will the Sponsor and its affiliates receive compensation in connection with the Business Combination?

A:     No. The Sponsor will not receive any direct compensation for services rendered or to be rendered in the consummation of the Business Combination, except for the 500,000 New NS Common Shares to be issued at the Closing to Sponsor pursuant to the Sponsor Letter. The Sponsor holds Viking Founder Shares that will convert into New NS Common Shares at the Closing.

Q:     Who is the Sponsor?

A:     Viking Acquisition Sponsor I, LLC is a Delaware limited liability company, which we refer to in this proxy statement/prospectus as the “Sponsor.” Other than its investment in Viking and its work on behalf of Viking, the Sponsor is not engaged in any business. The Sponsor is controlled by its managers, Håkan Wohlin, Louis Jaffe and Gil Ottensoser. The Sponsor is affiliated with KingsRock Advisors, LLC (“KingsRock”). The Sponsor also provides working capital and advance funds used for transaction expenses to Viking from time to time. The Sponsor provides administrative, financial and support services to Viking, for which it receives no compensation for such services. Håkan Wohlin serves as Chief Executive Officer and Director and his material roles and responsibilities, as provided by the Viking Articles, include, calling, adjourning, and chairing an extraordinary meeting, proposing amendments to the organization documents of Viking, and together with other directors, managing the business of Viking and delegating such management power to authorized officers.

KingsRock and its affiliates have prior experience with SPACs and may continue promoting, sponsoring, investing or otherwise becoming involved with other SPACs and de-SPAC transactions prior to Viking completing the Business Combination.

Q:     Why is Viking proposing the Advisory Organizational Documents Proposals?

A:     As required by applicable SEC guidance, Viking is requesting that the Viking Shareholders consider and vote upon, on a non-binding advisory basis, the Advisory Organization Documents Proposals to approve the governance provisions contained in the New NS Organizational Documents that materially affect Viking Shareholders’ rights. These non-binding advisory votes are not otherwise required by either Cayman Islands or Canadian law and are separate and apart from the Business Combination Proposal, but consistent with SEC guidance, Viking is submitting these proposals to its shareholders separately for approval. Please see the section entitled “Comparison of Corporate Governance and Shareholder Rights” elsewhere in this proxy statement/prospectus for additional information. However, the Viking Shareholder votes regarding these Proposals are advisory votes and are not binding on the Viking Board. Furthermore, the Business Combination is not conditioned on the separate approval of 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 of New NorthStar are attached as Annex E]. Please see the section entitled “Proposal No. 3 — The Advisory Organizational Documents Proposals” for additional information.

Q:     Did the Viking Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. The Viking Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination and recommend that Viking Shareholders vote to approve the Business Combination. Rather, because the officers and directors of Viking have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, the Viking Board concluded that their collective experience, together with the experience and sector expertise of Viking’s financial advisors, enabled them to make the necessary analyses to determine that the Business Combination was fair from a financial perspective to the Viking Shareholders. In analyzing the Business Combination, Viking’s management conducted significant due diligence on NorthStar and the industry in which it operates. For a complete discussion of the due diligence conducted by Viking, and the factors utilized by the Viking Board in approving the Business Combination, see the subsections entitled, “The Business Combination — Background of the Business Combination” and “The Business Combination — The Viking Board’s Reasons for Approval of the Business Combination.” The Viking Board also determined, without seeking a third party valuation, that NorthStar’s fair market value was at least 80% of Viking’s net assets, excluding any taxes payable on interest earned. Viking is not required to, and has not, obtained a third-party valuation that the consideration it is paying for NorthStar in the Business Combination is fair to Viking Shareholders from a financial point of view. Accordingly, the Viking Shareholders will be relying solely on the judgment of the Viking Board as described above in determining the value of NorthStar, and assuming the risk that the Viking Board may not have properly valued such business. For more information, see the subsection titled “Risk Factors — Risks Related to Viking and the Business Combination.”

Q:     What are some of the positive and negative factors that the Viking Board considered when determining to enter into the Business Combination Agreement and their rationale for approving the Business Combination?

A:     The Viking Board considered a number of factors pertaining to the Business Combination as generally supporting their respective decisions to enter into the Business Combination Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

•        Benefits from Public Market Entry and Viking Expertise.    The Viking Board considered the fact that, given the expected capital raise from private and public investments as part of the Business Combination, among other things, the cash that post-combination NorthStar is expected to have will allow it to be well-positioned to scale and fund its business plan.

•        Shareholder Liquidity.    The Viking Board considered the fact that, pursuant to the Business Combination Agreement, the New NS Common Shares issued as consideration under the Business Combination Agreement will be listed on NYSE, a major U.S. stock exchange, which the Viking Board believes has the potential to offer shareholders enhanced liquidity.

•        Other Alternatives.    The Viking Board has determined that, after a thorough review of other business combination opportunities reasonably available to Viking, the proposed Business Combination represents the best potential business combination for Viking and the most attractive opportunity for Viking based upon the process utilized to evaluate and assess other potential acquisition targets. The Viking Board has also determined that such process has not presented a better alternative.

•        Negotiated Transaction.    The Viking Board has determined that the financial and other terms of the Business Combination Agreement are reasonable and were the product of arm’s-length negotiations between Viking and NorthStar.

The Viking Board also considered various uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•        Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits Viking from soliciting other business combination proposals, which restricts Viking’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

•        Macroeconomic Risks.    Macroeconomic uncertainty, including the impacts of rising interest rates and inflation, regulatory policy, supply chain issues and the effects any of the foregoing could have on NorthStar’s revenues and the trading price of New NS Common Shares.

•        Business Plan May Not Be Achieved.    The risk that NorthStar may not be able to execute on its business plan.

•        Risks Associated with NorthStar’s Business.    Risks relating to NorthStar’s business, set forth in this proxy statement/prospectus under the headings “Risk Factors — Risks Related to NorthStar’s Business.”

•        Redemption Risk.    The risk that a significant number of Viking’s Public Shareholders may redeem their Public Shares for cash prior to the consummation of the Business Combination, thereby reducing the amount of cash available to NorthStar following the consummation of the Business Combination and making the Business Combination more difficult to complete.

•        Evolving Regulatory Regime Governing Special Purpose Acquisition Companies.    The risk that regulation of special purpose acquisition companies continues to evolve and the SEC, NYSE and other regulators may revisit and update their laws, regulations and policies.

•        Shareholder Vote.    The risk that Viking Shareholders may object to the Business Combination and take action that may prevent or delay the consummation of the Business Combination, including failing to provide the requisite votes necessary to effect the Business Combination.

•        Closing Conditions.    The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Viking’s control.

•        Litigation.    The possibility of litigation challenging the Business Combination or an adverse judgment granting permanent injunctive relief that could indefinitely delay or enjoin consummation of the Business Combination.

•        Benefits May Not Be Achieved.    The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        Liquidation of Viking.    The risks and costs to Viking if the Business Combination is not completed, including the risk of diverting Viking management’s focus and resources from other business combination opportunities, which could result in Viking being unable to effect a business combination and force Viking to liquidate.

•        Growth Initiatives May Not be Achieved.    The risk that NorthStar’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe.

•        Viking Shareholders Receiving a Minority Position.    The fact that Viking shareholders may own a minority of the voting and economic rights of New NorthStar following the consummation of the Business Combination.

•        No Third Party Valuation.    The risk that Viking did not obtain any third party report, opinion or appraisal in determining the valuation of NorthStar, or obtain a fairness opinion in determining whether or not to proceed with the Business Combination, because it relied on the financial skills and background of its officers and directors, and the possibility that the Viking Board may have been incorrect in its assessment of the Business Combination, including because it did not obtain any third party report, opinion or appraisal in establishing a valuation for NorthStar.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Other Risk Factors.    Various other risk factors associated with the business of NorthStar and the Business Combination as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The Viking Board concluded that the potential benefits that they expected Viking and Viking Shareholders to achieve as a result of the Business Combination outweighed the potential negative factors associated with the Business Combination. Accordingly, the Viking Board unanimously determined that the Business Combination Agreement and the Business Combination were advisable, fair to, and in the best interests of, Viking and Viking Shareholders.

For more information about the Viking Board’s decision-making process, see the subsection entitled “The Business Combination — The Viking Board’s Reasons for Approval of the Business Combination.”

Q:     What happens if I sell my Viking Class A Shares before the Viking Shareholders’ Meeting?

A:     The record date for the Viking Shareholders’ Meeting is earlier than the date of the Viking Shareholders’ Meeting and the date that the Business Combination is expected to be completed. If you transfer your Viking Class A Shares after the record date, but before the Viking Shareholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Viking Shareholders’ Meeting. However, you will not be able to seek redemption of your New NS Common Shares that you receive in exchange for your Viking Class A Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your Viking Class A Shares prior to the record date, you will have no right to vote those shares at the Viking Shareholders’ Meeting or seek redemption of your Viking Class A Shares.

Q:     How has the announcement of the Business Combination affected the trading price of Viking Units, Viking Class A Shares and Viking Public Warrants?

A:     On April 16, 2026, the last trading date before the public announcement of the Business Combination, Viking Public Unit, Viking Class A Ordinary Share and Viking Public Warrant closed at $10.10, $10.03 and $0.35, respectively. On [____], 2026, Viking Units, Viking Class A Shares and Viking Public Warrants closed at $[____], $[____] and $[____], respectively.

Q:     Following the Business Combination, will Viking’s securities continue to trade on a stock exchange?

A:     No. Viking and NorthStar anticipate that, following consummation of the Business Combination, the Viking Class A Shares, Viking Units and Viking Public Warrants will no longer trade on NYSE. Each Viking Class A Share will be exchanged for one New NS Common Share and each Viking Warrant will be amended to become a New NS Warrant.

Viking has applied to have the New NS Common Shares and New NS Public Warrants listed on NYSE. Listing is subject to the approval of NYSE in accordance with its respective original listing requirements. There is no assurance that NYSE will approve Viking’s listing application. Any such listing of the New NS Common Shares and New NS Public Warrants will be conditional upon Viking fulfilling all of the listing requirements and conditions of NYSE. It is anticipated that upon the Closing, the New NS Common Shares and New NS Public Warrants will be listed on the NYSE under the ticker symbols “NSTR” and “NSTR.W,” respectively.

Q:     What vote is required to approve the Proposals presented at the Viking Shareholders’ Meeting?

A:     Approval of the Continuation Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66⅔%) of the outstanding Viking Class B Ordinary Shares entitled to vote and actually cast thereon at the Viking Shareholders’ Meeting. The Business Combination Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66⅔%) of the outstanding Viking Class A Shares and Viking Class B Shares entitled to vote and actually cast thereon at the Viking Shareholders’ Meeting, voting as a single class. Each of the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a simple majority of the outstanding Viking Common

Shares entitled to vote and actually cast thereon at the Viking Shareholders’ Meeting, voting as a single class. Accordingly, a Viking Shareholder’s failure to vote by proxy or to vote online at the Viking Shareholders’ Meeting will not, if a valid quorum is established, have any effect on the outcome of any vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Viking Shareholders’ Meeting (assuming a quorum is present).

Q:     May Sponsor, directors, officers, advisors or any of their respective affiliates purchase Viking Public Shares in connection with the Business Combination?

A:     In connection with the vote of Viking Public Shareholders to approve the proposed Business Combination, Sponsor, Viking management or Viking’s advisors and any of their respective affiliates may privately negotiate to purchase Viking Public Shares from Viking Public Shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. Sponsor, Viking management or Viking’s advisors and any of their respective affiliates will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such Viking Public Shares or during a restricted period under Regulation M under the Exchange Act or other U.S. federal securities laws. Such a purchase could include a contractual acknowledgement that such Viking Shareholder, although still the record holder of such Viking Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Any Viking Public Shares purchased by Sponsor, Viking management or Viking’s advisors or any of their respective affiliates would not be voted in favor of approving the Business Combination. In the event that Sponsor, Viking management or Viking’s advisors or any of their respective affiliates purchase Viking Public Shares in privately negotiated transactions from Viking Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. In addition, Sponsor, Viking management and Viking’s advisors or any of their respective affiliates would waive any redemption rights with respect to any Viking Public Shares that they purchase in any such privately negotiated transactions. The Sponsor and Viking management did not receive any compensation for agreeing to waive any redemption rights. Any such privately negotiated purchases may be effected at purchase prices that are no higher than the per share pro rata portion of the Trust Account.

Q:     How many votes do I have at the Viking Shareholders’ Meeting?

A:     For all Proposals, Viking Shareholders are entitled to one vote at the Viking Shareholders’ Meeting for each Viking Class A Share or Viking Class B Share held of record as of [____], 2026, the record date for the Viking Shareholders’ Meeting. As of the close of business on the record date, there were 23,000,000 outstanding Viking Class A Shares, which are held by Viking Public Shareholders, and 7,666,667 outstanding Viking Class B Shares, which are held by the Viking Founder Shareholders.

Q:     How do I attend the Viking Shareholders’ Meeting?

A:     The Viking Shareholders’ Meeting will be held at [____], 2026, at [____], Eastern Time, virtually, pursuant to the procedures described in this proxy statement/prospectus, to consider and vote upon the Proposals. All Viking Shareholders as of the record date, or their duly appointed proxies, may attend the Viking Shareholders’ Meeting.

Q:     What constitutes a quorum at the Viking Shareholders’ Meeting?

A:     Holders of at least a majority of the paid up voting share capital of Viking, present in person or represented by proxy (including by way of online meeting option) at the Viking Shareholders’ Meeting, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Viking Shareholders’ Meeting. As of the record date for the Viking Shareholders’ Meeting, 15,663,334 Viking Common Shares, will be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum.

Q:     How will Sponsor and Viking management vote?

A:     Sponsor and Viking management have agreed to vote any Viking Class A Shares (except for any Viking Class A Shares purchased as described above under “— May Sponsor, directors, officers, advisors or any of their respective affiliates purchase Viking Public Shares in connection with the Business Combination?” and below under “The Business Combination — Potential Purchases of Public Shares”) held by them in favor of the

Business Combination. Viking Founder Shareholders have agreed to vote any Viking Class B Shares held 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 Viking Founder Shareholders own approximately 25% of the Viking Common Shares entitled to vote at the Viking Shareholders’ Meeting.

Q:     What interests do the current officers and directors of Viking have in the Business Combination?

A:     In considering the unanimous recommendation of the Viking Board to vote in favor of the Business Combination, Viking Public Shareholders should be aware that, aside from their interests as shareholders, Sponsor and certain members of Viking management have interests in the Business Combination that are different from, or in addition to, those of other Viking Public Shareholders generally. The existence of financial and personal interests of one or more of Viking’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Viking and Viking Shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. Viking’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Viking Shareholders that they approve the Business Combination. Viking Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        Pursuant to the Viking Articles, the Viking Founder Shareholders are not entitled to redemption rights with respect to any Viking Founder Shares and have agreed to waive redemption rights with respect to any Viking Public Shares held by them in connection with the consummation of the initial business combination. Additionally, Viking Founder Shareholders are not entitled to liquidation rights with respect to any Viking Founder Shares held by them if Viking fails to consummate the Business Combination by November 3, 2027, or such later date as approved by Viking Shareholders. If Viking does not complete the Business Combination within such applicable time period, the proceeds of the sale of the Viking Private Warrants held in the Trust Account will be used to fund the liquidation of the Viking Public Shares, and the Viking Private Warrants will expire without the receipt of any value by the holders of such warrants. Since Sponsor and Viking management directly or indirectly own Viking Common Shares and Viking Private Warrants, Viking management may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination;

•        The fact that Sponsor and Viking’s independent directors purchased 7,666,667 Viking Founder Shares for an aggregate of $25,000, and that such securities will have a significantly higher value at the time of the Business Combination, which if the Viking Founder Shares are unrestricted and freely tradable would be valued at approximately $[____], based on the last traded price on NYSE of the Viking Class A Shares of $[____] per share on [____], 2026, resulting in a theoretical gain of $[____] (after forfeiture of Viking Founder Shares held by Sponsor pursuant to the Sponsor Letter Agreement);

•        The fact that given the differential in the purchase price that Sponsor and independent directors paid for the Viking Founder Shares as compared to the price of the Viking Units sold in the Viking IPO and the [    ] New NS Common Shares that Sponsor will receive upon conversion of the Viking Founder Shares in connection with the Business Combination, Sponsor and its affiliates may earn a positive rate of return on their investment even if the New NS Common Shares trade below the price initially paid for the Viking Units in the Viking IPO and the Viking Public Shareholders experience a negative rate of return following the completion of the Business Combination;

•        The fact that Sponsor beneficially owns an aggregate of 116,666 Viking Private Warrants that would expire worthless if an initial business combination is not consummated, which if unrestricted and freely tradable would be valued at approximately $[____], based on the last traded price on NYSE of the Viking Public Warrants of $[____] per warrant on [____], 2026;

•        The fact that certain members of Viking management collectively own, directly or indirectly, a material interest in Sponsor;

•        Sponsor and Viking management may have a conflict of interest with respect to evaluating a business combination and financing arrangements as Viking may obtain loans from Sponsor or an affiliate of Sponsor or any of Viking management to finance transaction costs in connection with the initial business combination;

•        The Viking Articles provide that Viking renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of Viking management on the one hand, and Viking, on the other hand, or the participation of which would breach any existing legal obligation, under applicable law or otherwise, of a member of Viking management to any other entity. Viking is not aware of any such corporate opportunities not being offered to Viking and does not believe that waiver of the corporate opportunities doctrine has materially affected Viking’s search for an acquisition target or will materially affect Viking’s ability to complete an initial business combination;

•        If the Trust Account is liquidated, including in the event Viking is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify Viking to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Viking Public Share, or such lesser amount per Viking Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than Viking’s independent public accountants) for services rendered or products sold to Viking or (b) a prospective target business with which Viking has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

•        The fact that Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Viking Shareholders rather than liquidate;

•        The fact that Sponsor has agreed to pay SPAC Excluded Expenses unpaid under the Business Combination Agreement;

•        The fact that Sponsor agreed that, at the Closing, it will transfer, directly or constructively, 3,000,000 Viking Founder Shares to investors in the PIPE Financing and Viking agreed to issue to Sponsor at closing for consideration of the Sponsor Letter, 500,000 Viking Common Shares;

•        The fact that, under the Sponsor Letter, 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;

•        The fact that the Sponsor has a right to propose a director nominee for the post-closing Viking board of directors;

•        The fact that Viking will indemnify Sponsor and its affiliates and their respective present and former directors and officers for a period of six years from the Closing, in connection with any claim, action, suit, proceeding or investigation and Sponsor’s ownership of Viking Securities or its control or ability to influence Viking; and

•        The terms and provisions of the Related Agreements as set forth in detail under the subsection entitled “The Business Combination — Related Agreements.”

Set forth below is a summary of the terms and amounts of compensation received or to be received by the Sponsor, Viking’s directors and officers, and their affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Viking to the Sponsor, Viking’s directors and officers, and their affiliates, and the price paid or to be paid for such securities or any related financing transaction:

The Sponsor will not receive any direct compensation for services rendered in connection with the Business Combination. The Sponsor and independent directors paid an aggregate of approximately $25,000 for the 7,666,667 Viking Founder Shares. These securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $ [____], based on the last traded price on NYSE of the Viking Class A Shares of $[____] per share on [____], 2026, resulting in a theoretical gain of $[____]. Since all Viking Founder Shares have been issued, this compensation will not result in a material dilution to the Equity Interests of non-redeeming shareholders upon consummation of the Business Combination.

Q:     Are there material differences between my rights as a shareholder of Viking now and my rights as a shareholder of New NorthStar upon Closing?

A:     Yes. There are certain material differences between your rights as a Viking Shareholder now and your rights as a holder of New NS Common Shares following Closing. You are urged to read the sections entitled “Description of New NorthStar Securities Following the Business Combination” and “Comparison of Corporate Governance and Shareholder Rights.”

Q:     What happens if I vote against the Business Combination Proposal?

A:     Under the Viking Articles, if the Business Combination Proposal is not approved and Viking does not otherwise consummate an alternative business combination by the Viking Deadline Date, Viking will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to Viking Public Shareholders.

Q:     Do I have redemption rights?

A:     Pursuant to the Viking Articles, a Viking Public Shareholder may request that Viking redeem all or a portion of its Viking Public Shares for cash if the Business Combination is consummated. As a Viking Public Shareholder, you will be entitled to exercise your redemption rights if you:

•        hold Viking Public Shares or, if you hold Viking Public Shares through Viking Units, you elect to separate your Viking Units into the underlying Viking Public Shares and Viking Public Warrants prior to exercising your redemption rights;

•        submit a written request to Continental Stock Transfer & Trust Company, the Transfer Agent, in which you (i) request the exercise of your redemption rights with respect to all or a portion of your Viking Public Shares for cash and (ii) identify yourself as the beneficial holder of the Viking Public Shares and provide your legal name, phone number and address; and

•        deliver your Viking Public Shares to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Viking Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [____], 2026 (two business days before the Viking Shareholders’ Meeting) in order for their shares to be redeemed.

Holders of Viking Units must elect to separate the Viking Units into the underlying Viking Public Shares and Viking Public Warrants prior to exercising their redemption rights with respect to the Viking Public Shares. If Viking Public Shareholders hold their Viking Units in an account at a brokerage firm or bank, such Viking Public Shareholders must notify their broker or bank that they elect to separate the Viking Units into the underlying Viking Public Shares and Viking Public Warrants, or if a holder holds Viking Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to Viking in order to validly exercise its redemption rights. Viking Public Shareholders may elect to exercise their redemption rights with respect to their Viking Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the Viking Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Viking Public Shareholder properly exercises its redemption rights with respect to all or a portion of the Viking Public Shares that it holds and timely delivers its shares to the Transfer Agent, Viking will redeem the related New NS Common Shares for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, including interest earned on the fund held in the Trust Account and not

previously released to Viking to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of [____], 2026, this would have amounted to approximately $[____] per issued and outstanding Viking Public Share. If a Viking Public Shareholder exercises its redemption rights in full, then it will not own Viking Public Shares or New NS Common Shares following the redemption. Please see the subsection entitled “Extraordinary General Meeting of Viking Shareholders — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your Viking Public Shares.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Viking Class A Shares for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by Viking Public Shareholders who will redeem their shares and no longer remain shareholders.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (a) if you hold Viking Units, elect to separate your Viking Units into the underlying Viking Public Shares and Viking Public Warrants prior to exercising your redemption rights with respect to the Viking Public Shares; and (b) prior to 5:00 p.m., Eastern Time, on [____], 2026 (two business days before the Viking Shareholders’ Meeting), tender your shares physically or electronically and submit a request in writing that Viking redeem your Viking Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

A Viking Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 15% threshold. Accordingly, all Viking Public Shares in excess of the 15% threshold beneficially owned by a Viking Public Shareholder or group will not be redeemed for cash. Viking Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically. If you do not submit a written request and deliver your Viking Public Shares as described above, your shares will not be redeemed.

Viking Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Viking Shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two business days prior to the vote on the Business Combination Proposal at the Viking Shareholders’ Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Viking Shareholders’ Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable without Viking’s consent once the Business Combination is consummated.

Viking Unitholders must elect to separate their Viking Units into the underlying Viking Public Shares and Viking Public Warrants prior to exercising redemption rights with respect to the Viking Public Shares. If you hold Viking Units registered in your own name, you must deliver the certificate for such Viking Units to the Transfer Agent, with written instructions to separate such Viking Units into Viking Public Shares and Viking Public Warrants. This must be completed far enough in advance to permit the mailing of the Viking Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Viking Public Shares from the Viking Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Viking Units, you must instruct such nominee to separate your Viking Units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of Viking Units to be split and the nominee holding such Viking Units. Your nominee must also initiate electronically, using DTC’s DWAC system,

a withdrawal of the relevant units and a deposit of a corresponding number of Viking Public Shares and Viking Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Viking Public Shares from the Viking Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Viking Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Viking’s consent, until the Closing. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the email address or address listed under the question “Who can help answer my questions?” below.

Viking Public Shareholders may elect to exercise their redemption rights with respect to their Viking Public Shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the Viking Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Viking Public Shareholder properly exercises its redemption rights with respect to all or a portion of the Viking Public Shares it holds and timely delivers its shares to the Transfer Agent, Viking will redeem the Viking Shares for a per share price, payable in cash, equal to the pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Viking to fund regulatory withdrawals or to pay its taxes, calculated as of two business days prior to the consummation of the Business Combination. Please see the subsection entitled “Extraordinary General Meeting of Viking Shareholders — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights with respect to your Viking Public Shares.

Prior to exercising redemption rights, Viking Shareholders should verify the market price of the Viking Class A Shares, as Viking Shareholders may receive higher proceeds from the sale of their Viking Class A Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. You may not be able to sell your Viking Class A Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Viking Class A Shares when you wish to sell your shares.

If a Viking Public Shareholder exercises its redemption rights in full, then it will not own Viking Public Shares or New NS Common Shares following the redemption. You will no longer own those shares and you will have no right to participate in, or have any interest in, the future growth of New NorthStar, if any. You will be entitled to receive cash for your Viking Shares only if you properly and timely demand redemption.

Each redemption of Viking Shares by Viking Public Shareholders will reduce the amount in the Trust Account. Pursuant to the Viking Articles, if Viking does not consummate an initial business combination by the Viking Deadline Date, Viking will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Viking Public Shareholders and all Viking Warrants will expire worthless.

Q:     What are the material U.S. federal income tax consequences of exercising my redemption rights if I am a U.S. Holder?

A:     The U.S. federal income tax consequences of exercising your redemption rights will depend upon your particular facts and circumstances. See the subsection entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities — Redemption of New NS Common Shares” for additional information.

Q:     What are the material U.S. federal income tax consequences to the Viking Shareholders that are U.S. Holders of the Continuation?

A:     As discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities — Tax Consequences of the Continuation” and based on, and subject to, the assumptions, qualifications and limitations set forth in the opinion included as Exhibit 8.1 hereto, it is the opinion of Nelson Mullins that the Continuation should qualify as a “reorganization” within the meaning of Section 368 of the Code. Assuming such qualification, U.S. Holders (as defined in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities”) generally should not recognize gain or loss for

U.S. federal income tax purposes on the exchange of Viking Class A Shares and Viking Public Warrants for New NS Common Shares and New NS Public Warrants in the Continuation, subject to the discussion contained herein regarding whether Viking is or New NorthStar will be treated as a “passive foreign investment company,” or PFIC.

All holders of Viking Class A Shares and Viking Public Warrants are urged to consult with their own tax advisors regarding the potential tax consequences to them of the Continuation, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws

Q:     What are the material U.S. federal income tax consequences to U.S. Holders of NorthStar Securities of the Amalgamation?

A:     As discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of NorthStar Common Shares — The Amalgamation,” each of Viking and NorthStar intend and believe that the Amalgamation should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Amalgamation were to qualify as such, a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of NorthStar Common Shares”) generally should not, subject to the discussion contained in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of NorthStar Common Shares — The Amalgamation”), recognize any gain or loss on such exchange.

All holders of NorthStar Securities (as defined in the section entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of NorthStar Common Shares”) are urged to consult with their own tax advisors regarding the potential tax consequences to them of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q:     If I am a Viking Warrant Holder, can I exercise redemption rights with respect to my Viking Warrants?

A:     No. Viking Warrant Holders have no redemption rights with respect to Viking Warrants.

Q:     How do the Viking Public Warrants differ from the Viking Private Warrants, and what are the related risks for any Viking Public Warrant Holders post-Business Combination?

A:     The Viking Private Warrants (including the Viking Class A Shares issuable upon exercise of the Viking Private Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions, to Viking management and other persons or entities affiliated with Sponsor), and they will not be redeemable by Viking so long as they are held by the initial purchasers of the Viking Private Warrants or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Viking Private Warrants for cash or on a “cashless basis.” Otherwise, the Viking Private Warrants have terms and provisions that are identical to those of the Viking Public Warrants, including as to exercise price, exercisability and exercise period. If the Viking Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Viking Private Warrants will be redeemable by Viking in all redemption scenarios and exercisable by such holders on the same basis as the Viking Public Warrants.

In connection with the consummation of the Business Combination, Viking will enter into such amendments to the Viking Warrant Agreements as reasonably necessary to reflect the Continuation and the other transactions contemplated by the Business Combination Agreement and applicable Canadian securities laws, and each Viking Warrant will be amended to become a New NS Public Warrant. Each such New NS Public Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding Viking Warrant immediately prior to the Amalgamation Effective Time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

Following the Business Combination, New NorthStar may redeem New NS Public Warrants prior to their exercise at a time that is disadvantageous to the holders of New NS Public Warrant, thereby making such New NS Public Warrants worthless. More specifically, New NorthStar will have the ability to redeem outstanding New NS Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of the New NS Common Shares has been at least $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third business day prior to the date

on which New NorthStar gives notice of such redemption and provided certain other conditions are met. In this case, New NorthStar may only call the New NS Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder of New NS Public Warrant.

Redemption of the outstanding New NS Public Warrants could force holders of New NS Public Warrant (i) to exercise New NS Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders of New NS Public Warrant to do so, (ii) to sell New NS Public Warrants at the then-current market price when they might otherwise wish to hold their New NS Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding New NS Public Warrants are called for redemption, is likely to be substantially less than the market value of the New NS Public Warrants.

Q:     Do I have appraisal or dissent rights if I object to the proposed Business Combination?

A:     There is no mandatory statutory right of dissent and appraisal in respect of plans of arrangement under the CBCA unless the terms of the arrangement permit dissent. The Business Combination Agreement does not contemplate any dissent rights or appraisal rights to be available to Viking Shareholders in connection with the Business Combination. However, Viking Shareholders are still entitled to exercise the rights of redemption as set out in the subsection entitled “Extraordinary General Meeting of Viking Shareholders — Redemption Rights” and the Viking Board has determined that the redemption proceeds payable to Viking Shareholders who exercise such redemption rights represents the fair value of those Viking Class A Shares and Viking Class B Shares. Please see the subsection entitled “Extraordinary General Meeting of Viking Shareholders — Appraisal or Dissent Rights” for more information.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     If the Continuation Proposal and the Business Combination Proposal are approved, Viking intends to use a portion of the funds held in the Trust Account to pay (a) a portion of Viking’s aggregate costs, fees and expenses in connection with the consummation of the Business Combination, (b) tax obligations and deferred underwriting discounts and commissions from the Viking IPO and (c) for any redemptions of Viking Public Shares. The remaining balance in the Trust Account will be used for general corporate purposes of Viking. See the sections entitled “The Business Combination” and “Proposal No. 2 — The Business Combination Proposal” for additional information.

Q:     What happens if the Business Combination is not consummated or is terminated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “The Business Combination — Additional Covenants of the Parties” for additional information regarding the parties’ specific termination rights. In accordance with the Viking Articles, if an initial business combination is not consummated by the Viking Deadline Date, Viking will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Viking Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the Trust Account and not previously released to Viking to fund regulatory withdrawals or to pay taxes, if any, divided by the number of then-outstanding Viking Public Shares, which redemption will completely extinguish Viking Public Shareholders’ rights as Viking Public Shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of Viking’s remaining Viking Shareholders and the Viking Board, liquidate and dissolve, subject in the case of clause (b) and this clause (c), to Viking’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Viking expects that the amount of any distribution Viking Public Shareholders will be entitled to receive upon Viking’s dissolution will be approximately the same as the amount they would have received if they had redeemed their Viking Public Shares in connection with the Business Combination, subject in each case to Viking’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor is not entitled to liquidation distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Viking Warrants then-outstanding. Accordingly, in such an event, the Viking Warrants will expire worthless.

Q:     When is the Business Combination expected to be consummated?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Viking Shareholders’ Meeting to be held on [____], 2026 provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the subsection entitled “The Business Combination Agreement — Closing and Effective Time of the Business Combination.”

Q:     What is NorthStar?

A:     NorthStar is a company founded and incorporated under the CBCA, in Montreal, Québec, Canada and monitors space, from space, via a constellation of satellites with dedicated optical sensors. Please see the section entitled “Business of NorthStar and Certain Information About NorthStar” for more information.

Q:     What will Viking Shareholders receive in the Business Combination?

A:     Pursuant to the Plan of Arrangement, Viking Shareholder (other than Viking Shareholders who validly exercise their redemption rights) will hold one New NS Common Share for each Viking Share held immediately prior to the Business Combination.

Q:     What will Viking Warrant Holders receive in the Business Combination?

A:     Viking will enter into such amendments to the Viking Warrant Agreements as reasonably necessary to reflect the Continuation and the other transactions contemplated by the Business Combination Agreement and applicable Canadian securities laws, and each Viking Warrant then outstanding and unexercised will be amended to become a New NS Public Warrant. Each New NS Public Warrant will be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding Viking Warrant immediately prior to Closing, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a shareholder of record, there are two ways to vote your Viking Class A Shares or Viking Class B Shares at the Viking Shareholders’ Meeting: (i) you can attend the Viking Shareholders’ Meeting (by way of online meeting option) and vote or (ii) you can vote by signing and returning the enclosed proxy card, or you can submit your proxy by telephone or over the internet by following the instructions on your proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your Viking Common Shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your Viking Common Shares, your Viking Common Shares will be voted as recommended by the Viking Board “FOR” each of the Proposals. If your Viking Common Shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the Viking Common Shares beneficially owned by you are properly counted. Beneficial Viking Shareholders who wish to vote by attending the Viking Shareholders’ Meeting virtually must obtain a legal proxy by contacting the bank, broker or other nominee that holds their Viking Common Shares.

Q:     What will happen if I abstain from voting or fail to vote at the Viking Shareholders’ Meeting?

A:     At the Viking Shareholders’ Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal will count as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals (assuming a quorum is present).

Q:     What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Viking without an indication of how the Viking Shareholder intends to vote on a Proposal will be voted “FOR” each Proposal being submitted to a vote of the Viking Shareholders at the Viking Shareholders’ Meeting.

Q:     If I am not going to attend the Viking Shareholders’ Meeting, should I submit my proxy card instead?

A:     Yes. Whether you plan to attend the Viking Shareholders’ Meeting or not, please read this proxy statement/prospectus carefully, and vote your Viking Common Shares by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my Viking Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your Viking Common Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Viking believes the Proposals presented to Viking Shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your Viking Common Shares without your instruction. Your bank, broker, or other nominee can vote your Viking Common Shares only if you provide instructions on how to vote. You should instruct your broker to vote your Viking Common Shares in accordance with directions you provide.

Q:     May I change my vote after I have submitted my executed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to Viking at the address listed below so that it is received by Viking prior to the Viking Shareholders’ Meeting or by attending the Viking Shareholders’ Meeting online and voting there. You also may revoke your proxy by sending a notice of revocation to Viking, which must be received prior to the Viking Shareholders’ Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your Viking Common Shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold Viking Common Shares. If you are a holder of record and your Viking Common Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your Viking Common Shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Håkan Wohlin
c/o Viking Acquisition Corp. I
900 Third Avenue, 18th Floor
New York, NY 10022
Tel: (631) 353-2402

You may also contact Viking’s proxy solicitor at:

Sodali & Co.
333 Ludlow Street
5th Floor, South Tower
Samford, CT 06902

Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: VACI.info@investor.sodali.com

To obtain timely delivery, Viking Shareholders must request the materials no later than five business days prior to the Viking Shareholders’ Meeting.

You may also obtain additional information about Viking from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your Viking Public Shares, you will need to send a letter demanding redemption and deliver your Viking Public Shares (either physically or electronically) to the Transfer Agent at least two business days prior to the Viking Shareholders’ Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your Viking Public Shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Viking is soliciting proxies on behalf of the Viking Board. This solicitation is being made by mail but also may be made by telephone, in person or by electronic means. Viking will bear the cost of the solicitation. Viking has engaged Sodali & Co. to assist in the solicitation of proxies and will pay Sodali & Co. a fee of $22,500, plus disbursements. Viking will reimburse Sodali & Co. for reasonable and documented out-of-pocket expenses and will indemnify Sodali & Co. and its affiliates against certain claims, liabilities, losses, damages and expenses. Viking will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions, and will reimburse such parties for their expenses in forwarding soliciting materials to beneficial owners of Viking Class A Shares and in obtaining voting instructions from those owners. Viking management and Viking’s employees may also solicit proxies by telephone, by facsimile, in person or by electronic means. They will not be paid any additional amounts for soliciting proxies.

SUMMARY OF PROXY STATEMENT/PROSPECTUS

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the annexes and accompanying financial statements of Viking and NorthStar, to fully understand the proposed Business Combination and the Proposals to be considered at the Viking Shareholders’ Meeting (each as described below). Please see the section entitled “Where You Can Find More Information” elsewhere in this proxy statement/prospectus.

Parties to the Business Combination

Viking

Viking is a blank check company incorporated as a Cayman Islands exempted corporation on March 12, 2025, under the Companies Act. Viking was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The mailing address of Viking’s principal executive office is 900 Third Avenue, 18th Floor, New York, NY 10022.

Viking’s securities are traded on NYSE under the ticker symbols “VACI.U,” “VACI” and “VACI.WT.”

NorthStar

NorthStar monitors space via a constellation of satellites with dedicated optical sensors, with a secure and expanded data-driven 3D catalogue of the entire space environment powered with advanced SSA analytics, NorthStar’s information services will enable safe navigation in space and, further, NorthStar is developing a data-driven platform accessible to users and user communities to support the sustainable management of Earth’s natural resources.

The mailing address of NorthStar’s principal executive office is 384 Rue Saint-Jacques #300, Montreal, Québec, H2Y 1S1.

NewCo

NewCo is a corporation existing under the CBCA that was incorporated on April 13, 2026 to facilitate the Amalgamation. To date, NewCo has not conducted any material activities other than those incident to its formation. NewCo will survive the Amalgamation as the Amalgamated Company upon the Closing.

The Business Combination

On April 16, 2026, Viking, NorthStar and NewCo, entered into the Business Combination Agreement, pursuant to which, among other things, Viking will continue as New NorthStar, a corporation existing under the CBCA in accordance with the Companies Act and the CBCA, pursuant to Continuation Articles and, promptly following the Continuation, New NorthStar, NorthStar and NewCo will effect the Arrangement in accordance with the Plan of Arrangement, pursuant to which, among other things, NewCo and NorthStar will amalgamate to form one corporate entity and NewCo will survive the Amalgamation as a wholly owned subsidiary of New NorthStar and the other transactions contemplated by the Plan of Arrangement will be consummated.

The following diagram illustrates the organizational structure of Viking, NorthStar and NewCo immediately prior to the Business Combination:

The following diagram illustrates the structure of New NorthStar immediately following the Business Combination, assuming no redemptions.

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 on the terms set out in the Plan of Arrangement;

•        the NorthStar Convertible Debentures will be amended to provide that interest will cease to accrue under such debentures after the Recapitalization Interest Accrual Date, following which all accrued interest under the NorthStar Convertible Debentures up to the Recapitalization Interest Accrual Date will be deemed to be paid in kind and added to the principal amount of such debentures;

•        certain NorthStar Convertible Debentures (or applicable portion thereof) will be converted into non-convertible debt securities of NorthStar in accordance with their terms and the Plan of Arrangement;

•        certain NorthStar Convertible Debentures (or applicable portion thereof) 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, in accordance with their terms and the Plan of Arrangement;

•        the NorthStar Warrants (other than the PIPE Warrants) will be exchanged for NorthStar Options to acquire a number of NorthStar Class A Common Shares equal the number of NorthStar Class A Common Shares subject to such NorthStar Warrants, at a per share exercise price equal to the per share exercise price for the NorthStar Class A Common Shares subject to such NorthStar Warrants;

•        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 at a rate of 1 NorthStar Ordinary Share per $7.50 in outstanding aggregate principal amount in accordance with their terms and the Plan of Arrangement; and

•        the NorthStar Shareholder Loans will be amended to provide that interest will cease to accrue under such NorthStar Shareholder Loans after the Recapitalization Interest Accrual Date, following which all accrued interest thereunder up to the Recapitalization Interest Accrual Date 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 [ ], 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 D 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 a New NS Exchange 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, 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, 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 NorthStar Enterprises Ltd.; and

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

Dissent Rights

There is no mandatory statutory right of dissent and appraisal in respect of plans of arrangement under the CBCA unless the terms of the arrangement permit dissent. The Business Combination Agreement does not contemplate any dissent rights or appraisal rights to be available to holders of Viking Class A Shares and Viking Class B Shares in connection with the Business Combination. However, Viking Shareholders are still entitled to exercise the rights of redemption as set out in the section entitled “Extraordinary General Meeting of Viking Shareholders — Redemption Rights” and the Viking Board has determined that the redemption proceeds payable to Viking Shareholders who exercise such redemption rights represents the fair value of those Viking Ordinary Shares.

Any NorthStar Existing Common Shares that are outstanding immediately prior to the Arrangement Effective Time and that are held by NorthStar Shareholders who have not voted or instructed any proxyholder to vote in favor of the Arrangement nor consented thereto in writing and who have given a notice of dissent pursuant to Section 190 of the CBCA and otherwise complied with all of the provisions of Section 190 of the CBCA with respect to such NorthStar Existing Common Shares (the “Dissenting Shares”) shall not be exchanged for, and any such NorthStar Shareholder shall have no right to receive, any consideration pursuant to the Arrangement, and any holder of Dissenting Shares shall cease to have any of the rights as a shareholder of NorthStar save for the right to be paid fair value for such holder’s Dissenting Shares in accordance with the Plan of Arrangement. Any NorthStar Shareholder who is ultimately not entitled, for any reason, to be paid fair value for their NorthStar Existing Common Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of NorthStar Existing Common Shares.

Conditions to the Obligations of Each Party

The obligations of each of the parties to the Business Combination to consummate, or cause to be consummated, the Transactions are subject to the satisfaction or waiver of the following conditions

•        The NorthStar Securityholders’ Approval shall have been obtained.

•        Each of the Interim Order and the Final Order shall have been granted.

•        The Viking Shareholders’ Approval shall have been obtained.

•        No Governmental Authority shall have enacted any Law or Governmental Order making the Transactions illegal.

•        All regulatory approvals shall have been obtained, and any applicable waiting periods therefore shall have expired or been terminated.

•        The Viking Common Shares and Viking Warrants shall have been accepted for listing on NYSE.

•        The proxy/registration statement shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the proxy/registration statement shall be in effect.

Conditions to the Obligations of Viking and NewCo

The obligations of Viking and NewCo to consummate, or cause to be consummated, the Transactions are subject to the satisfaction or waiver of the following conditions:

•        Subject to certain limitations and qualifications, each of the representations and warranties of NorthStar contained in the Business Combination Agreement shall be true and correct as of the Amalgamation Effective Time as if made on that date.

•        Each of the covenants of NorthStar to be performed prior to the Amalgamation Effective Time shall have been performed in all material respects.

•        NorthStar shall have delivered to Viking each of the deliverables required by the Business Combination Agreement.

•        Since the date of the Business Combination Agreement, no material adverse effect affecting NorthStar shall have occurred.

•        NorthStar shall have delivered a certificate, dated as of the Closing Date, certifying that certain conditions have been satisfied.

Conditions to the Obligations of NorthStar

The obligations of NorthStar to consummate, or cause to be consummated, the Transactions are subject to the satisfaction or waiver of the following conditions:

•        Subject to certain limitations and qualifications, each of the representations and warranties of Viking contained in the Business Combination Agreement shall be true and correct as of the Amalgamation Effective Time as if made on that date.

•        Each of the covenants of Viking and NewCo to be performed prior to the Amalgamation Effective Time shall have been performed in all material respects.

•        Since the date of the Business Combination Agreement, no material adverse effect affecting Viking shall have occurred.

•        Viking shall have delivered written resignations of each of its officers and directors, effective as of the Amalgamation Effective Time.

•        Viking shall have delivered each of the deliverables required by the Business Combination Agreement.

•        Viking shall have delivered a certificate, dated as of the Closing Date, certifying that certain conditions have been satisfied.

Termination

The Business Combination Agreement may be terminated and the Transactions abandoned at any time prior to the Closing as follows:

•        by mutual written consent of NorthStar and Viking;

•        by either Viking or NorthStar if the Closing shall not have occurred by January 31, 2027 (the “Agreement End Date”);

•        by either Viking or NorthStar if any Governmental Authority shall have enacted any Governmental Order that has the effect of making consummation of the Transactions illegal;

•        by either Viking or NorthStar if the Viking Shareholders’ Approval is not obtained at the Viking Shareholders’ Meeting;

•        by either Viking or NorthStar if the NorthStar Securityholders’ Approval in respect of the Arrangement Resolution shall not have been obtained at the NorthStar Securityholders’ Meeting or any adjournment or postponement thereof in accordance with the Interim Order and applicable Law;

•        by Viking (i) upon any breach of any representation, warranty or covenant of NorthStar such that any condition to closing would not be satisfied at the Closing, subject to a 30-day period to cure and (ii) Viking is not in material breach of its representations, warranties or covenants under the Business Combination Agreement;

•        by NorthStar (i) upon any breach of any representation, warranty or covenant of Viking such that any condition to closing would not be satisfied at the Closing, subject to a 30-day period to cure and (ii) NorthStar is not in material breach of its representations, warranties or covenants under the Business Combination Agreement;

•        by NorthStar, at any time prior to Viking’s receipt of the Viking Shareholders’ Approval, if Viking or the Viking Board effects an Intervening Event Change in Recommendation.

•        by Viking, if NorthStar has not delivered the Additional Support Agreements (as defined in the Business Combination Agreement) executed by the relevant NorthStar securityholders within the time frame set forth in the Business Combination Agreement.

In the event of the valid termination of the Business Combination Agreement, the Business Combination Agreement shall forthwith become void and have no effect, without any liability on the part of either party or its respective affiliates, officers, directors, employees, shareholders or other representatives, other than liability of any party for any willful and material breach of the Business Combination Agreement occurring prior to such termination, and other than liability for payment of the expenses set forth below.

Expenses

Each Party shall be responsible for and pay its own expenses incurred in connection with the Agreement and the Transactions, including all fees and expenses of its legal counsel, investment bankers, brokers, finders and other representatives; provided, that NorthStar shall pay all filing fees relating to the Form F-4, any filings pursuant to the HSR Act and any other regulatory filing fees, including those payable to the NYSE.

If the Closing shall occur, any such expenses that remain outstanding as of the Closing (including any deferred underwriting fees, but excluding certain Viking expenses (the “SPAC Excluded Expenses”)), will be paid from the capital of Viking and the combined company upon consummation of the Transactions; provided, that “SPAC Excluded Expenses” include Viking expenses that exceed $4,000,000, capital markets or similar advisory or banking fees, and liabilities owed to the sponsor or its affiliates (other than equity issuances to the Sponsor at Closing pursuant to the Sponsor Letter Agreement), and such SPAC Excluded Expenses shall only be paid to the extent there is cash remaining in the trust account after giving effect to redemptions and the payment of other transaction expenses.

If Viking validly terminates the Agreement due to failure of NorthStar to deliver the Additional Support Agreements, then NorthStar shall reimburse Viking for its out-of-pocket expenses incurred in connection with the Transactions in an amount not to exceed $500,000, payable within 30 days following such termination, and such reimbursement shall constitute SPAC’s sole and exclusive remedy in connection with such termination.

Related Agreements

Sponsor Letter Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Viking, the Company and the Sponsor entered into a letter agreement (the “Sponsor Letter Agreement”) pursuant to which, among other things (1) the Sponsor agreed to vote all Class B ordinary shares of Viking (“Founder Shares”) held by it in favor of the Business Combination Agreement, the Business Combination Proposal, the Continuation Proposal 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.

Voting and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Viking, NorthStar and certain of the NorthStar Securityholders entered into the Voting and Support Agreement pursuant to which, among other things, each such securityholder agreed to support and vote in favor of the Plan of Arrangement.

Registration Rights Agreement

Viking and certain securityholders of Viking are parties to a registration rights agreement, dated as of October 30, 2025. At the Closing and pursuant to the terms of the Business Combination Agreement, New NorthStar, the Sponsor and certain security holders of NorthStar and such securityholders of Viking shall enter into the Registration Rights Agreement pursuant to which, among other things, (1) New NorthStar will agree to file, as soon as practicable (and in any event within 30 days) following the Closing Date, a registration statement covering the resale of certain New NS Common Shares and other equity securities of New NorthStar held by the Sponsor and such other securityholders parties from time to time, (2) such holders of registrable securities will be granted certain takedown, demand, block trade and piggyback registration rights with respect to their registrable securities, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement, and (3) the Original Registration Rights Agreement, dated as of October 30, 2025, between Viking, the Sponsor and certain other parties will be amended, restated and terminated as of the Closing.

Lock-Up Agreements

Also pursuant to the terms of the Business Combination Agreement, at the Closing, certain NorthStar securityholders will enter into Lock-Up Agreements, pursuant to which, among other things, each such securityholder will agree not to sell, for a period of 180 days following the Closing (subject to certain exceptions), the New NS Common Shares held by such securityholder immediately after the effective time of the Business Combination, on the terms and

subject to the conditions set forth in the Lock-Up Agreement. In addition, the Sponsor and the other parties to the IPO Letter Agreement will enter into an amendment to such letter agreement to change the lock-up period in such letter agreement to six months after the Closing Date.

PIPE Agreements

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 the Company 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 — Non-Redemption Agreement.”

Ownership of New NorthStar after Closing

The issuance of New NS Common Shares in the Business Combination will dilute the Equity Interests of Viking Public Shareholders who do not exercise their redemption rights and may adversely affect prevailing market prices for New NS Common Shares. Viking Public Shareholders who do not exercise their redemption rights may experience dilution to varying degrees in connection with and after the Business Combination, including:

•        the issuance of New NS Common Shares as part of the consideration in connection with the consummation of the Business Combination; and

•        the exercise of New NS Warrants.

The issuance of New NS Common Shares in connection with the Business Combination, including through any of the foregoing, could have the following effects for Viking Public Shareholders who elect not to redeem their Viking Public Shares:

•        their proportionate ownership interest in New NorthStar will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Viking Shares will be diminished; and/or

•        the market price of New NS Common Shares or New NS Public Warrants, as applicable, may decline.

The following table illustrates varying beneficial ownership levels in New NorthStar, as well as possible sources and extents of dilution for non-redeeming Viking Public Shareholders, assuming no additional redemptions by Viking Shareholders and the Maximum Redemption by Viking Public Shareholders. The calculations are based upon an assumed Exchange Ratio for New NS Common Shares of 1.1496218.

Assumptions are as follows:

•        Assuming no additional redemption scenario:    This presentation assumes that no Viking Public Shareholders exercise redemption rights with respect to their Viking Shares in connection with the vote on the Business Combination.

•        Assuming 25% additional redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 25% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 5,750,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$81.3 million.

•        Assuming 50% additional redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 50% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 11,500,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$162.6 million.

•        Assuming 75% additional redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 75% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 17,250,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$243.9 million.

•        Assuming Maximum Redemption scenario:    This presentation assumes that the Viking Public Shareholders holding approximately 100% of the Viking Shares exercise redemption rights with respect to their Viking Shares. This scenario assumes that 23,000,000 Viking Shares are redeemed for an aggregate redemption payment of approximately C$325.2 million.

Upon consummation of the Business Combination, the post-Closing share ownership of New NorthStar under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the 100% Redemptions Scenario, excluding the dilutive effect of New NorthStar Earnout Shares, Viking Public Warrants, Viking Private Placement Warrants, NorthStar Warrants, NorthStar Options, and NorthStar PIPE Warrants would be as follows:

____________

(1)      Reflects the assumed redemption of (i) 0 shares under the No Redemptions Scenario, (ii) 5,750,000 shares under the 25% Redemptions Scenario, (iii) 11,500,000 shares under the 50% Redemptions Scenario, (iv) 17,250,000 shares under the 75% Redemptions Scenario, and (v) 23,000,000 shares under the 100% Redemptions Scenario.

(2)      Includes 4,666,667 Founder Shares (excluding 3,000,000 Founder Shares to be transferred by the Sponsor to the PIPE Investors), 660,000 Private Placement Shares, and 500,000 shares issued by Viking to the Sponsor at Closing for consideration of the Sponsor Letter.

(3)      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).

The following table illustrates varying ownership levels of New NorthStar immediately following the Business Combination on a fully diluted basis(1):

____________

(1)      This table makes the same assumptions as in the preceding ownership table, except that this table reflects (i) 10,000,000 New NorthStar Earnout Shares, (ii) 7,666,645 shares underlying the Viking Public Warrants, (iii) 219,998 shares underlying the Viking Private Placement Warrants, (iv) 118,454 shares underlying the NorthStar Warrants, (v) 552,684 shares underlying the NorthStar Options, and (vi) 3,000,000 shares underlying the NorthStar PIPE Warrants.

(2)      Includes 7,666,645 shares underlying the Viking Public Warrants.

(3)      Includes 219,998 shares underlying the Viking Private Placement Warrants and 1,000,000 Earnout Shares.

(4)      Includes 9,000,000 Earnout Shares.

(5)      Includes 3,000,000 shares underlying the NorthStar PIPE Warrants.

Description of New NorthStar Securities

If the Business Combination is successfully completed, Viking Shareholders and NorthStar Shareholders will become New NS Shareholders, and their rights as New NS Shareholders will be governed by the New NorthStar Organizational Documents and the laws of Canada. Please see the section entitled “Description of New NorthStar Securities Following the Business Combination” elsewhere in this proxy statement/prospectus for additional information.

The Viking Board’s Reasons for Approval of the Business Combination

Satisfaction of 80% Test

It is a requirement under the Viking Articles and NYSE listing requirements that the business or assets acquired in an initial business combination have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for an initial business combination. In connection with its evaluation and approval of the Business Combination, the Viking Board determined that the fair market value of NorthStar represents at least 80% of the net assets of Viking held in the Trust Account.

Extraordinary and General Meeting of the Viking Shareholders

Date, Time and Place

The Viking Shareholders’ Meeting will be held virtually on [____], 2026 at [____] a.m., Eastern Time. Viking will provide Viking Shareholders with an opportunity to hear all portions of the Viking Shareholders’ Meeting as conducted by the Viking Board, submit written questions and comments during the Viking Shareholders’ Meeting and vote online during the open poll portion of the Viking Shareholders’ Meeting.

Proposals

At the Viking Shareholders’ Meeting, Viking Shareholders will vote on the following Proposals:

•        Proposal No. 1 — The Continuation Proposal to approve, by Special Resolution, the continuance of Viking as a corporation existing under the CBCA, in accordance with the applicable provisions of the Companies Act and the CBCA and the adoption of the Proposed Bylaws;

•        Proposal No. 2 — The Business Combination Proposal to approve, by Special Resolution, the Business Combination Agreement, a copy of which is attached to this 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;

•        Proposal No. 3(a)-(d) — The Advisory Organizational Documents Proposal 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 as the Authorized Capital Proposal, the Quorum Proposal and the Advance Notice Proposal and the Other Matters Proposal;

•        Proposal No. 4 — The NYSE Proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of New NS Common Shares in connection with the Business Combination;

•        Proposal No. 5 — The Incentive Plan Proposal to approve, by Ordinary Resolution, the issuance of New NS Common Shares pursuant to the Incentive Plan. A copy of the Incentive Plan is attached to this proxy statement/prospectus as Annex G;

•        Proposal No. 6 — The Director Election Proposal to approve, by Ordinary Resolution, the election of nine directors, 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

•        Proposal No. 7 — The Adjournment 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. 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.

For more information on the Proposals, please see the sections entitled “Proposal No. 1 — The Continuation Proposal,” “Proposal No. 2 — The Business Combination Proposal,” “Proposal No. 3 — The Advisory Organizational Documents Proposals,” “Proposal No. 4 — The NYSE Proposal,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The Director Election Proposal,” and “Proposal No. 7 — The Adjournment Proposal.”

Recommendation of the Viking Board of Directors FOR the Proposals

The Viking Board has unanimously determined that each of the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, and the Adjournment Proposal (if put) is in the best interests of Viking and Viking Shareholders and unanimously recommends that Viking Shareholders vote “FOR” each Proposal being submitted to a vote of the Viking Shareholders at the Viking Shareholders’ Meeting. For more information, please see the sections entitled “Proposal No. 1 — The Continuation Proposal,” “Proposal No. 2 — The Business Combination Proposal,” “Proposal No. 3 — The Advisory Organizational Documents Proposals,” “Proposal No. 4 — The NYSE Proposal,” “Proposal No. 5 — The Incentive Plan Proposal,” “Proposal No. 6 — The Director Election Proposal,” and “Proposal No. 7 — The Adjournment Proposal.”

When you consider the unanimous recommendation of the Viking Board in favor of approval of these Proposals, you should keep in mind that, aside from their interests as shareholders, Sponsor and certain members of Viking management have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder. The existence of financial and personal interests of one or more of Viking’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Viking and Viking Shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. Please see the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination.”

Voting Power; Record Date

Only Viking Shareholders of record at the close of business on [____], 2026, the record date for the Viking Shareholders’ Meeting, will be entitled to vote at the Viking Shareholders’ Meeting. In respect of the Continuation Proposal, the Business Combination Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, and (if put) the Adjournment Proposal, each Viking Shareholder is entitled to one vote for each Viking Ordinary Shares registered in its name as of the close of business on the record date. If a Viking Shareholder’s Viking Ordinary Shares are held in “street name” or are in a margin or similar account, such shareholder should contact its broker, bank or other nominee to ensure that votes related to the shares beneficially owned by such shareholder are properly counted. On the record date, there were 23,000,000 Viking Public Shares outstanding and 7,666,667 Viking Class B Shares outstanding held by Sponsor and Viking’s independent directors.

Quorum and Required Vote for Proposals at the Viking Shareholders’ Meeting

A quorum of Viking Shareholders is necessary to hold a valid meeting. A quorum will be present at the Viking Shareholders’ Meeting if one or more shareholders holding at least a majority of the paid up voting share capital of Viking attend virtually or in person or are represented by proxy at the Viking Shareholders’ Meeting. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. As of the record date for the Viking Shareholders’ Meeting, 15,663,334 Viking Ordinary Shares would be required to achieve a quorum.

Approval of the Continuation Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66⅔%) of the outstanding Viking Class B Ordinary Shares entitled to vote and actually cast thereon at the Viking Shareholders’ Meeting. The Business Combination Proposal requires the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of not less than two thirds (66⅔%) of the outstanding Viking Class A Ordinary Shares and Viking Class B Ordinary Shares entitled to vote and actually cast thereon at the Viking Shareholders’ Meeting, voting as a single class. The Continuation Proposal, the Advisory Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and (if put) the Adjournment Proposal require the affirmative vote (in person or by proxy, including by way of the online meeting option) of the holders of a simple majority of the outstanding Viking Common Shares entitled to vote and actually cast thereon at the Viking Shareholders’ Meeting, voting as a single class. Accordingly, a Viking Shareholder’s failure to vote by proxy or to vote online at the Viking Shareholders’ Meeting will not, if a valid quorum is established, have any effect on the outcome of any vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Viking Shareholders’ Meeting (assuming a quorum is present).

The Closing is conditioned on the approval of the Continuation Proposal, the Business Combination Proposal, the NYSE Proposal and the Director Election Proposal at the Viking Shareholders’ Meeting. The Advisory Organizational Documents Proposals are non-binding. The Advisory Organizational Documents Proposals, the Incentive Plan Proposal and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. 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.

Vote of the Sponsor

Pursuant to the Sponsor Letter Agreement entered into in connection with the Business Combination, each of the Viking Founder Shareholders agreed to vote any Viking Common Shares owned by them in favor of an initial business combination. Pursuant to the Sponsor Letter Agreement, the Viking Founder Shareholders agreed, effective

concurrently with the execution and delivery of the Business Combination Agreement, that Sponsor will be prohibited from voting any Viking Class A Shares purchased by Sponsor following Viking’s public announcement of Viking’s intention to engage in the transactions contemplated by the Business Combination Agreement (the “Transactions”) for or against the Transactions. The Sponsor Letter Agreement applies to Viking Founder Shareholders as it relates to the Viking Founder Shares and the requirement to vote all of the Viking Founder Shares in favor of the Business Combination Proposal. As of the record date, the Viking Founder Shareholders own approximately 25% of the Viking Common Shares then outstanding and entitled to vote at the Viking Shareholders’ Meeting. The Viking Founder Shareholders have agreed to waive any redemption rights with respect to Viking Class A Shares purchased in the Viking IPO or in the aftermarket, in connection with the Business Combination. Additionally, pursuant to the Viking Founder Shareholders are not entitled to redemption rights with respect to any Viking Founder Shares held by them in connection with the consummation of the Business Combination or upon Viking’s liquidation. The Viking Founder Shares will be worthless if no Business Combination is effected by Viking by the Viking Deadline Date. However, the Viking Founder Shareholders are entitled to redemption rights upon Viking’s liquidation with respect to any Viking Class A Shares they may own.

Interests of Certain Persons in the Business Combination

In considering the unanimous recommendation of the Viking Board to vote in favor of the Business Combination, Viking Public Shareholders should be aware that, aside from their interests as shareholders, Sponsor and certain members of Viking management have interests in the Business Combination that are different from, or in addition to, those of other Viking Public Shareholders generally. The existence of financial and personal interests of one or more of Viking’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Viking and Viking Shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. Viking’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Viking Shareholders that they approve the Business Combination. Viking Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        Pursuant to the Viking Articles, the Viking Founder Shareholders are not entitled to redemption rights with respect to any Viking Founder Shares and have agreed to waive redemption rights with respect to any Viking Public Shares held by them in connection with the consummation of the initial business combination. Additionally, Viking Founder Shareholders are not entitled to liquidation rights with respect to any Viking Founder Shares held by them if Viking fails to consummate the Business Combination by November 3, 2027, or such later date as approved by Viking Shareholders. If Viking does not complete the Business Combination within such applicable time period, the proceeds of the sale of the Viking Private Warrants held in the Trust Account will be used to fund the liquidation of the Viking Public Shares, and the Viking Private Warrants will expire without the receipt of any value by the holders of such warrants. Since Sponsor and Viking management directly or indirectly own Viking Common Shares and Viking Private Warrants, Viking management may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination;

•        The fact that Sponsor and Viking’s independent directors purchased 7,666,667 Viking Founder Shares for an aggregate of $25,000, and that such securities will have a significantly higher value at the time of the Business Combination, which if the Viking Founder Shares are unrestricted and freely tradable would be valued at approximately $[__], based on the last traded price on NYSE of the Viking Class A Shares of $[__] per share on [__], 2026, resulting in a theoretical gain of $[__] (after forfeiture of Viking Founder Shares held by Sponsor pursuant to the Sponsor Letter Agreement);

•        The fact that given the differential in the purchase price that Sponsor and independent directors paid for the Viking Founder Shares as compared to the price of the Viking Units sold in the Viking IPO and the [    ] New NS Common Shares that Sponsor will receive upon conversion of the Viking Founder Shares in connection with the Business Combination, Sponsor and its affiliates may earn a positive rate of return on their investment even if the New NS Common Shares trade below the price initially paid for the Viking Units in the Viking IPO and the Viking Public Shareholders experience a negative rate of return following the completion of the Business Combination;

•        The fact that Sponsor beneficially owns an aggregate of 116,666 Viking Private Warrants that would expire worthless if an initial business combination is not consummated, which if unrestricted and freely tradable would be valued at approximately $[__], based on the last traded price on NYSE of the Viking Public Warrants of $[__] per warrant on [____], 2026;

•        The fact that certain members of Viking management collectively own, directly or indirectly, a material interest in Sponsor;

•        Sponsor and Viking management may have a conflict of interest with respect to evaluating a business combination and financing arrangements as Viking may obtain loans from Sponsor or an affiliate of Sponsor or any of Viking management to finance transaction costs in connection with the initial business combination;

•        The Viking Articles provide that Viking renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any member of Viking management on the one hand, and Viking, on the other hand, or the participation of which would breach any existing legal obligation, under applicable law or otherwise, of a member of Viking management to any other entity. Viking is not aware of any such corporate opportunities not being offered to Viking and does not believe that waiver of the corporate opportunities doctrine has materially affected Viking’s search for an acquisition target or will materially affect Viking’s ability to complete an initial business combination;

•        If the Trust Account is liquidated, including in the event Viking is unable to complete an initial business combination within the required time period, Sponsor has agreed to indemnify Viking to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Viking Public Share, or such lesser amount per Viking Public Share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than Viking’s independent public accountants) for services rendered or products sold to Viking or (b) a prospective target business with which Viking has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

•        The fact that Sponsor will benefit from the completion of an initial business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Viking Shareholders rather than liquidate;

•        The fact that Sponsor has agreed to pay SPAC Excluded Expenses unpaid under the Business Combination Agreement;

•        The fact that Sponsor agreed that, at the Closing, it will transfer, directly or constructively, 3,000,000 Viking Founder Shares to investors in the PIPE Financing and Viking agreed to issue to Sponsor at closing for consideration of the Sponsor Letter, 500,000 Viking Common Shares;

•        The fact that, under the Sponsor Letter, 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;

•        The fact that the Sponsor has a right to propose a director nominee for the post-closing Viking board of directors;

•        The fact that Viking will indemnify Sponsor and its affiliates and their respective present and former directors and officers for a period of six years from the Closing, in connection with any claim, action, suit, proceeding or investigation and Sponsor’s ownership of Viking Securities or its control or ability to influence Viking; and

•        The terms and provisions of the Related Agreements as set forth in detail under the subsection entitled “The Business Combination — Related Agreements.”

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor, Viking’s directors and officers, and their affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Viking to the Sponsor, Viking’s directors and officers, and their affiliates, and the price paid or to be paid for such securities or any related financing transaction.

Regulatory Approvals

The transactions contemplated by the Business Combination Agreement, including the Business Combination, are not presently believed to be subject to any federal or state regulatory requirement or approval, other than: (a) the declaration of effectiveness by the SEC of the registration statement of which this proxy statement/prospectus forms a part, (b) Viking fulfilling all of the listing requirements and conditions of NYSE for the listing of the New NS Common Shares and New NS Warrants, and (c) those related to the Plan of Arrangement, including the Interim Order and the Final Order. For additional information, please see the section entitled “Regulatory Approvals Related to the Business Combination” elsewhere in this proxy statement/prospectus.

Material Tax Considerations

Please see the sections entitled “Material U.S. Federal Income Tax Considerations for U.S. Holders of Viking Securities,” “Material U.S. Federal Income Tax Considerations for U.S. Holders of NorthStar Common Shares” and “Material Canadian Tax Considerations” elsewhere in this proxy statement/prospectus.

Anticipated Accounting Treatment

The Transactions are expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Viking will be treated as the acquired company and NorthStar will be treated as the acquirer for financial statement reporting purposes.

Viking has been identified as a special purpose acquisition company and does not meet the definition of a business under ASC 805. In accordance with the SEC Financial Reporting Manual, in reverse merger transactions between an operating company and a special purpose acquisition company, where the operating company is determined to be the accounting acquirer, as is the case with the transaction between Viking and NorthStar, the transaction represents a reverse recapitalization. See the subsection entitled “The Business Combination — Anticipated Accounting Treatment of the Business Combination.”

Risk Factor Summary

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to NorthStar’s business and industry and the Business Combination are summarized below.

Risks Related to NorthStar’s Business

•        Our constellation expansion depends on the successful launch of host satellites carrying our sensors, and launch failures or delays could significantly set back our deployment schedule and revenue trajectory.

•        Increasing orbital congestion and debris, as well as satellite malfunctions, pose risks to our sensor-hosting satellites and could disrupt our ability to collect SSDA data.

•        Errors or failures in our SSDA analytics that contribute to satellite collisions or mission failures could expose us to significant product liability claims and reputational harm.

•        Solar activity, space weather, and adverse atmospheric phenomena could damage our sensors, disrupt data collection and communications, or interrupt ground station operations.

•        Failure to maintain a reputation for accurate, timely, and reliable SSDA data could irreparably harm our competitive position in defense and commercial markets.

•        Our AI and machine learning models may produce inaccurate outputs that adversely affect collision avoidance and customer decision-making.

•        We depend on a limited number of vendors and specialized supply chain components, and disruptions to these relationships could impair our operations.

•        Our strategic partnerships with satellite operators, sensor manufacturers, launch providers, and data partners may underperform or fail to deliver expected capabilities.

•        Our ability to perform on U.S. government contracts depends on our company, employees and subcontractors maintaining required security clearances, and the loss of, or failure to obtain, necessary clearances could impair our operations.

•        Scaling our operations and managing future growth effectively is uncertain, and failure to scale our organization, systems, and processes in line with our growth could harm our business.

•        We face intense competition from established defense contractors, government agencies, and well-funded emerging space companies, and increased competition or the emergence of alternative data sources could erode our competitive position.

•        Geopolitical risks, international regulatory shifts, and restrictions on cross-border data flows could adversely affect our global operations and customer relationships.

•        Recruiting and retaining qualified scientific, engineering, and operational personnel in a competitive talent market may be challenging and could impede execution of our strategy.

Risks Related to NorthStar’s Capital Resources

•        Our actual operating results may differ significantly from any guidance we may provide.

•        Our revenue growth may be slower than anticipated due to the early-stage nature of our business, and a delayed revenue ramp could weaken our financial position for an extended period.

•        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.

•        Our sales efforts require considerable time and expense, and our sales cycles are often long and unpredictable, which makes it difficult to forecast revenue and manage our business.

•        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.

•        Our results of operations are subject to significant period-to-period fluctuations and may not be reliable indicators of future performance.

•        Operating across multiple jurisdictions exposes us to foreign exchange fluctuations that could adversely affect our financial results.

•        Our revenue may be concentrated in a small number of large government contracts, and changes in government spending priorities or procurement delays could materially reduce demand for our SSDA services.

•        Actual results may differ materially from our expectations due to factors beyond our control, and our transition from demonstration-phase to operational contracts is uncertain.

•        Changes in government spending priorities, defense budget reductions, or shifts in space policy could materially reduce demand for our SSDA services.

Risks Related to Legal and Regulatory Matters

•        Government contracting involves significant compliance obligations, audit rights, and regulatory requirements that increase our costs and expose us to the risk of contract penalties, suspension, or debarment.

•        We are subject to anti-corruption, anti-bribery, anti-money laundering, and economic sanctions laws across multiple jurisdictions, and non-compliance could expose us to severe penalties and reputational harm.

•        Changes to trade policy, tariffs, and import/export regulations may have a material adverse effect on our business and could increase the cost of components for our sensor payloads.

•        We are subject to environmental laws and regulations, and failure to comply with these requirements or changes in applicable environmental standards could impose additional costs and operational constraints.

•        Multi-jurisdictional tax obligations, intercompany transfer pricing, and potential changes in tax law could adversely affect our financial results.

•        We are subject to, or may in the future become subject to, legal proceedings and litigation that could be costly, time-consuming, and distracting.

Risks Related to Technology, Privacy and Intellectual Property

•        We rely on third-party licenses for technology and intellectual property that are critical to our platform, and the loss or adverse modification of those licenses could disrupt our operations.

•        Third parties may assert intellectual property infringement claims against us, and we may be subject to claims that our employees have misappropriated trade secrets or proprietary information from former employers.

•        Our intellectual property applications in applicable jurisdictions may not be granted, and we face risks that third parties may challenge or circumvent our issued patents.

•        Our handling of sensitive government, defense, and personal data subjects us to complex and evolving data privacy and protection laws, and non-compliance could result in significant penalties and loss of government contracts.

•        We may not be able to adequately protect or enforce our intellectual property rights, our applications may not be granted, and we currently enjoy only limited geographical patent protection.

•        We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties, and our confidentiality and assignment agreements may be insufficient.

•        Our analytics platform incorporates open-source software components, which may expose us to security vulnerabilities, licensing obligations, and the risk of being required to publicly disclose proprietary source code.

•        Cybersecurity threats targeting our software, networks, cloud infrastructure, or mission data could disrupt our operations and expose sensitive defense-related information.

•        Software errors or outages in our mission systems, analytics platform, or customer-facing tools could interrupt services, and data corruption or telemetry loss could impair our product reliability and erode customer confidence.

Risks Related to Securities Ownership

•        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.

•        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.

•        Future sales of shares by shareholders could cause New NorthStar’s stock price to 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.

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

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

•        New NorthStar’s securities may be subject to restrictions on resale in Canada.

•        Canadian law contains, and New NorthStar’s governance documents will contain, certain provisions which limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

•        New NorthStar’s governance documents will provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to its internal affairs will be required to be litigated in the Province of Québec, Canada, and will contain an exclusive federal forum provision for certain claims under the Securities Act, which could limit your ability to obtain a favorable judicial forum for disputes with New NorthStar.

•        As a company organized under the CBCA, with some of its directors and officers residing outside of the United States, it may be difficult for investors to enforce civil liabilities against New NorthStar based solely upon the federal securities laws of the United States.

Risks Related to Being a Public Company

•        New NorthStar will incur significant increased expenses and administrative burdens as a public company, compared to our historical expenses in similar areas, which could have an adverse effect on New NorthStar’s business, financial condition and results of operations.

•        Some members of our management have limited experience in operating within a public company environment.

•        If New NorthStar fails to establish and maintain effective internal controls, its ability to produce accurate financial statements and other disclosures on a timely basis could be impaired.

•        We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our stock price and access to the capital markets.

•        New NorthStar’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

•        Changes in accounting rules and regulations, or interpretations thereof, could result in unfavorable accounting charges or require New NorthStar to change its compensation policies.

Risks Related to Viking and the Business Combination

•        Viking has not obtained an opinion from an independent investment banking firm, and consequently, there is no assurance from an independent source that the Business Combination consideration is fair to Viking Shareholders from a financial point of view.

•        Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Following the closing of the Business Combination, New NorthStar may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New NorthStar’s financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

•        If, after Viking distributes the proceeds in the trust account to the public shareholders, Viking files a bankruptcy petition or an involuntary bankruptcy petition is filed against Viking that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Viking and the Viking Board may be exposed to claims of punitive damages.

•        If, before distributing the proceeds in the trust account to the public shareholders, Viking files a bankruptcy petition or an involuntary bankruptcy petition is filed against Viking that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Viking Shareholders and the per share amount that would otherwise be received by Viking Shareholders in connection with Viking’s liquidation may be reduced.

•        Viking Shareholders may be held liable for claims by third parties against Viking to the extent of distributions received by them upon redemption of their shares.

•        Viking Shareholders will experience immediate dilution as a consequence of the issuance of the New NS Common Shares as consideration in the Business Combination.

•        Viking Warrants and NorthStar PIPE Warrants will become exercisable for New NS Common Shares, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to Viking Shareholders.

Historical Market Prices and Dividends

Viking

The Viking Units, Viking Class A Shares and Viking Public Warrants are currently trading on NYSE under the symbols “VACI.U,” “VACI” and “VACI.WT,” respectively. Each Viking Unit consists of one Viking Class A Share and one-third of one Viking Public Warrant. The Viking Units commenced trading on November 3, 2025. Commencing November 20, 2025, holders of Viking Units were permitted to elect to separately trade Viking Class A Shares and Viking Public Warrants included in the Viking Units.

The following table sets forth, for the period indicated, the high and low sales prices per Viking Unit, Viking Class A Share and Viking Public Warrant as reported on the NYSE for the periods presented:

____________

(1)      Reflects the high and low sales prices per Viking Public Unit, Viking Class A Ordinary Share and Viking Public Warrant for those portions of the quarterly period during which such securities were traded on the NYSE.

On April 16, 2026, the last trading date before the public announcement of the Business Combination, Viking Public Unit, Viking Class A Ordinary Share and Viking Public Warrant closed at $10.10, $10.03 and $0.35, respectively.

Viking has not paid any cash dividends on the Viking Ordinary Shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

NorthStar

Historical market price information regarding NorthStar’s share capital is not provided because there is no public market for its equity securities. During the past three years, NorthStar has issued securities that were not registered under the Securities Act. See the subsection entitled “Price Range of Securities — NorthStar” for more information.

RISK FACTORS

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 to the business and operations of New NorthStar following the completion of the Business Combination. 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 business, cash flows, financial condition and results of operations of Viking (or, following the Business Combination, New NorthStar). 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 business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein. Unless the context requires otherwise, as used herein, references to “we,” “us,” “our,” and “ours” refer both to the business of NorthStar and its subsidiaries as presently conducted, as well as the business of Viking and its subsidiaries following the Business Combination.

Risks Related to NorthStar’s Business

Our constellation expansion depends on the successful launch of host satellites carrying our sensors, and launch failures or delays could significantly set back our deployment schedule and revenue trajectory.

Although NorthStar does not own or operate launch vehicles, our constellation expansion plans are directly dependent on the successful launch of satellites operated by our hosted-payload partners. A launch failure would result in the permanent loss of the affected sensors and would require us to procure, integrate, and arrange for the launch of replacement sensors, a process that typically takes twelve to twenty-four months or longer. Our planned expansion of our sensor constellation, with the next deployment phase targeted for late 2027 or early 2028, is subject to the launch schedules, vehicle availability, and technical readiness of our hosted-payload partners. Any material delay in our planned sensor deployments would postpone our ability to achieve the revisit rates and orbital coverage required to meet customer service-level commitments, potentially jeopardizing existing contracts. 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.

Our ability to execute our constellation expansion plan is critically dependent on the reliability of our hosted-payload partners’ launch programs. We have limited contractual recourse in the event of a launch failure, and replacement timelines are subject to the availability of suitable host satellites, the negotiation of new hosted-payload agreements, and the lead times required for sensor fabrication and qualification. A significant launch failure during our planned 2027 expansion phase could result in a multi-year delay in achieving the orbital coverage and revisit rates required to satisfy our contracted service levels, which could trigger customer termination rights and require us to negotiate revised commercial arrangements at less favorable terms. Furthermore, launch insurance may not fully compensate us for the commercial losses associated with a delay, as lost revenue, contract penalties, and reputational harm are typically not covered by standard launch insurance policies.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

Sensor integration with third-party host satellites involves complex interface requirements and qualification processes that may cause delays or additional costs.

Integrating our optical sensors as hosted payloads on third-party satellites requires detailed mechanical, electrical, thermal, and data interface agreements, followed by environmental qualification testing, vibration and thermal-vacuum testing, electromagnetic compatibility testing, and integration reviews. Host satellite operators may impose requirements on our sensors that require redesign or modification. Changes in host satellite design, launch vehicle, or orbit can

also require re-qualification of our sensors. These processes introduce schedule risk and cost uncertainty. Integration delays or failures can affect not only NorthStar’s sensor deployment but also the launch schedule of the host satellite, potentially straining our relationship with the host operator and triggering contractual penalties. 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.

The interface requirements for hosted payloads are highly specific to each host satellite bus and are subject to change as the host satellite design matures. In some cases, we have been required to redesign or modify sensor components to accommodate late design changes imposed by host satellite operators, resulting in cost overruns and schedule slippage. Environmental qualification testing is particularly time-consuming, as each qualification campaign must demonstrate that our sensor does not interfere with the host satellite’s systems and can survive the mechanical and thermal environments associated with launch and on-orbit operations. Failures during qualification testing can require re-engineering and re-testing, and potentially remanifesting payloads, further extending timelines and increasing costs. These risks are compounded by the fact that our sensors are hosted on satellites owned and operated by third parties whose engineering schedules and priorities we do not control.

Our dependence on ground stations, communications infrastructure, and telemetry systems creates single points of failure that could interrupt our operations.

Our operations rely on ground-based infrastructure, including ground stations for satellite command and control, communications links for downlinking sensor data, and mission-control systems for tasking, scheduling, and data processing. Failure, interruption, or compromise of any of these elements — including but not limited to equipment failure, software defect, power outage, natural disaster, cyber attack, or physical damage — could impair our ability to operate sensors, receive data, or deliver analytics to customers. We rely in part on third-party infrastructure providers and commercial communications networks for ground station access and data transport, and disruptions affecting those providers could impact our operations with little advance warning. Because our sensors are hosted on third-party satellites, our ability to implement contingency command-and-control procedures may be constrained by the operating protocols of the host satellite operator, limiting our flexibility to respond quickly to ground infrastructure failures. A prolonged outage of critical ground infrastructure could result in contract breach, loss of customer confidence, and reputational harm. 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.

Our ground segment infrastructure includes facilities in Montreal, McLean (Virginia), and Luxembourg, as well as access to commercial ground station networks operated by third parties. We have invested in redundancy measures to reduce the risk of a single point of failure, but our redundancy capabilities are limited relative to those of larger constellation operators. Certain mission-critical functions, such as the execution of time-sensitive sensor tasking commands, require near-real-time ground-to-satellite uplinks that cannot be easily rerouted if primary communications links are unavailable. In addition, our reliance on third-party commercial networks for data downlink means that we are subject to service interruptions caused by factors entirely outside our control, including provider outages, bandwidth congestion, and changes in the commercial terms under which network access is provided. A prolonged disruption to any element of our ground segment could affect our ability to collect, process, and deliver Space Situational and Domain Awareness (“SSDA”) data to our customers.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

Our business depends on the continued and expanded operation of our hosted-payload sensor network, and any disruption to those sensors or the satellites hosting them could materially impair our ability to deliver services.

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 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 with Spire Global, Inc. arising from an alleged failure by Spire to operate satellites in accordance with our hosting 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 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.

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. We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate. The risks described above may be exacerbated by our early-stage operating history and the limited resources available to us relative to more established competitors.

Increasing orbital congestion and debris, as well as satellite malfunctions, pose risks to our sensor-hosting satellites and could disrupt our ability to collect SSDA data.

The space environment is becoming increasingly congested. Despite the role our SSDA services play in helping operators avoid collisions, our own sensor-bearing satellites are subject to the same collision risks we help others manage. A collision involving a host satellite could destroy the satellite and any NorthStar sensor aboard it, contributing to a cascading debris field that would further threaten other assets in the affected orbital regime. Beyond collision risk, satellites and the sensors hosted aboard operate in a harsh environment characterized by radiation exposure, extreme thermal cycling, microgravity effects, and charged-particle bombardment. These conditions can cause progressive or sudden degradation of electronics, solar power systems, propulsion units, attitude-control systems, and optical sensors. Any such degradation or failure could result in partial or total loss of data collection capability from one or more sensors. Unlike operators that own their constellation and can replace satellites on their own schedule, NorthStar depends on third-party host satellite operators to maintain and, if necessary, replace satellites hosting our payloads. We carry insurance to partially offset risks of this nature, but insurance may not be available in sufficient amounts, may be subject to coverage exclusions, or may be insufficient to compensate for the full operational and commercial losses resulting from a significant event. 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.

The increasing density of objects in low Earth orbit — including active satellites, decommissioned spacecraft, and debris fragments — creates a growing collision risk for all space assets, including the satellites on which our sensors are hosted. Collision avoidance maneuvers performed by host satellite operators to protect their satellites can alter the orbital parameters of our sensors in ways that affect our data collection geometry and revisit rates, potentially without advance notice to us. In addition, the Kessler syndrome scenario — in which collisions generate debris that causes further collisions in a cascading chain — poses a systemic risk to the entire low Earth orbit environment that could

affect multiple host satellites simultaneously. We cannot guarantee that the collision avoidance procedures of our host satellite operators will be effective in protecting their satellites with our hosted sensors from collision events, nor that insurance proceeds will adequately compensate us for the commercial losses resulting from such events.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

Errors or failures in our SSDA analytics that contribute to satellite collisions or mission failures could expose us to significant liability claims and reputational harm.

NorthStar’s conjunction screening, collision avoidance analytics, and proximity operations monitoring services are used by satellite operators and defense agencies to make decisions that directly affect the safety and operational continuity of space assets. If an error in our data products contributes to a satellite collision, a mission failure, or the loss of a defense asset, we could face significant liability claims from affected satellite operators, their insurers, or government customers. Our customer contracts typically include limitations of liability and disclaimers of warranty, but these provisions may not be enforceable in all jurisdictions or circumstances. Our professional liability and errors-and-omissions insurance may not cover all categories of claim or may be insufficient in amount to cover losses arising from a significant event. 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 potential consequences of an analytics failure extend beyond direct financial liability. Our reputation in the defense and civil-space community is built on the demonstrated accuracy and reliability of our data products. A single high-profile error — particularly one that contributes to a satellite collision or a mission failure — could result in loss of key government contracts, exclusion from future procurements, and a fundamental loss of customer confidence that would be extremely difficult to rebuild. The interconnected nature of the defense contracting community means that a failure affecting one government customer may become known to other current and prospective customers, amplifying the reputational consequences. In addition, government customers operating classified programs may be unable to discuss the details of any failure publicly, which could prevent us from providing a complete public explanation of the circumstances and further damage our reputation among observers who are aware of the incident but not its cause.

Solar activity, space weather, and adverse atmospheric phenomena could damage our sensors, disrupt data collection and communications, or interrupt ground station operations.

Solar flares, radiation storms, coronal mass ejections, and elevated geomagnetic activity can damage satellite electronics, degrade sensor performance, and disrupt ground-to-space and space-to-ground radio frequency communications. Heightened solar activity increases atmospheric drag in low Earth orbit, altering satellite trajectories in ways that affect the accuracy of orbit-determination models and trajectory propagation, which are core components of our SSDA analytics. Our hosted-payload sensors have limited radiation shielding given the mass and volume constraints imposed by host satellites, which may make them more vulnerable to radiation damage than purpose-built systems. A severe space weather event affecting multiple sensors simultaneously could significantly reduce our constellation capacity. In addition, our ground stations are subject to weather-related outages caused by extreme precipitation, high winds, lightning, ice accumulation, and other atmospheric events, and cloud cover and atmospheric turbulence can reduce the volume and quality of observations available for fusion into our analytics. Sustained or repeated disruptions to our data collection pipeline could cause us to miss service-level commitments, potentially triggering contract remedies or customer dissatisfaction. 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.

Space weather events are, by their nature, difficult to predict with sufficient advance notice to allow meaningful mitigation. While space weather forecasting capabilities have improved, the lead time available before a significant solar event may be insufficient to allow protective actions such as placing satellites in safe mode or suspending sensor operations. Our hosted-payload sensors have limited radiation shielding given the mass and volume constraints imposed by host satellite operators, which may make them more vulnerable to single-event upsets and cumulative radiation damage than purpose-built dedicated space systems with more generous mass budgets. The current solar cycle is expected to remain active through the mid-2020s, increasing the frequency and severity of space weather

events during our planned constellation expansion period. A severe space weather event during a period of active constellation deployment could simultaneously damage multiple sensors and disrupt the ground communications infrastructure needed to assess the extent of the damage and coordinate a response.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

Failure to maintain a reputation for accurate, timely, and reliable SSDA data could irreparably harm our competitive position in defense and commercial markets.

Our business fundamentally depends on the trust of customers who make mission-critical decisions based on our analytics. A significant error in our data products, a prolonged service outage, or a miscalculation of conjunction probability could severely damage our reputation in ways that would be extremely difficult to remediate. The defense and civil-space customer community is relatively small and interconnected, and a single high-profile service failure could affect our relationships with multiple current and prospective government customers simultaneously. The reputational consequences of a data quality failure in the national security space sector are amplified by the classified nature of some of our customers’ programs, which may prevent us from fully explaining the circumstances of a failure. Reputation in the defense contracting sector is closely tied to program performance history that follows a company through successive procurement cycles. 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 defense and civil-space customer community evaluates vendors not only on the basis of current performance but also on the basis of historical reliability and program track record. A reputational setback early in our post-Business Combination operating history could affect our ability to win competitive procurements for years after the underlying incident has been resolved. The classified nature of certain defense programs means that even if we perform well on those programs, we cannot leverage that performance publicly to build our reputation in the broader market. Conversely, if we experience a failure on a classified program, we may be limited in our ability to explain the context and circumstances to other customers or investors, potentially creating an adverse inference that is more damaging than the underlying facts would warrant.

Our artificial intelligence (AI) and machine learning models may produce inaccurate outputs that adversely affect collision avoidance and customer decision-making.

NorthStar’s analytics platform relies on AI and machine learning models for orbit determination, maneuver detection, anomaly identification, pattern-of-life analysis, and conjunction probability assessment. These models are trained on historical data and may not perform accurately under novel conditions. Machine learning models can also be sensitive to distributional shifts in their input data that may not be immediately apparent to operators. Outputs from our AI models influence critical decisions by satellite operators and defense agencies, including decisions to perform collision-avoidance maneuvers. Inaccurate model outputs could lead to unnecessary fuel expenditure, missed collision warnings, or incorrect threat assessments, any of which could harm our customers and expose us to liability or loss of contract. The regulatory landscape for AI in defense and national security applications is evolving, with new frameworks being developed for the testing, validation, and responsible use of AI in high-stakes decision environments. Compliance with new AI governance requirements may require significant investment in model documentation, explainability, and audit capabilities. 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.

Our AI and machine learning systems are integrated across our entire analytics pipeline, from raw sensor data ingestion through orbit determination, catalog maintenance, conjunction probability assessment, and anomaly detection. The interdependence of these systems means that errors introduced at an early stage of the pipeline can propagate and compound through subsequent processing steps, potentially producing outputs that appear internally consistent but are materially incorrect. We conduct validation testing and maintain human oversight of our automated systems, but the volume and cadence of data processing required by our operational systems makes it impractical to manually verify

every output. The regulatory environment governing the use of AI in defense applications is evolving rapidly, and new frameworks requiring enhanced model documentation, explainability, and audit capabilities may require significant investment in our AI governance infrastructure before we can demonstrate compliance to government customers.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

We depend on a limited number of vendors and specialized supply chain components, and disruptions to these relationships could impair our operations.

Our optical sensors incorporate highly specialized components sourced from a limited number of vendors, some of which are sole-source suppliers with no readily available alternative. Sole-source vendors have significant leverage over pricing, delivery timelines, and contractual terms, and may prioritize other customers over NorthStar in the event of capacity constraints. The global supply chain for space-grade components is subject to disruptions, including but not limited to disruptions from geopolitical tensions, export control restrictions, semiconductor shortages, raw material constraints, and manufacturing yield limitations. Delivery timelines for custom space-grade components can be lengthy, and component obsolescence is a risk, as certain radiation-hardened components may be discontinued without adequate notice, requiring costly redesign and requalification efforts. A vendor bankruptcy, acquisition, discontinuation of a product line, or export-control-related restriction on supply could require us to identify and qualify alternative suppliers, a process that can take a year or more for space-grade components and may require regulatory re-certification of affected sensors. 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 concentration of specialized component supply among a small number of vendors reflects the limited commercial market for space-grade hardware, which has historically been dominated by government-funded programs with limited production volumes. This market structure gives established suppliers significant pricing power and the ability to impose long lead times that we cannot easily circumvent. We have sought to maintain safety stocks of critical components where feasible, but the cost of holding large component inventories is significant, and the risk of component obsolescence means that inventory accumulated in advance of need may not be compatible with future sensor designs. Export control regulations, including ITAR and the EAR, impose additional complexity on the procurement of certain specialized components from non-U.S. suppliers, and changes in the export control classification of key components could require us to obtain additional licenses or to identify domestic alternatives at higher cost.

Our strategic partnerships with satellite operators, sensor manufacturers, launch providers, and data partners may underperform or fail to deliver expected capabilities.

NorthStar’s asset-light business model is fundamentally dependent on the performance and reliability of a network of strategic partnerships across the value chain. These include hosted-payload satellite operators, sensor manufacturers and integration partners, ground-based radar and RF data providers, launch providers, and cloud and computing infrastructure providers. Contracts cannot fully protect against all forms of partner underperformance, and legal remedies are typically inadequate compensation for the operational disruption caused by a partnership failure. Partners may experience their own financial difficulties, be acquired by competitors, reprioritize their business focus, or face regulatory or technical constraints that impair their ability to perform. The failure or sustained underperformance of any key partnership could create service delivery gaps, impair our orbital catalog, delay our constellation expansion, and harm our relationships with government and commercial customers. 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.

Our asset-light business model is predicated on the assumption that our network of strategic partners will perform reliably and in accordance with their contractual obligations. In practice, the performance of complex technology partnerships is difficult to fully specify in a contract, and disputes about the scope and quality of performance are common. Partners who are themselves operating under financial stress may reduce investment in the capabilities that underpin their obligations to us, potentially degrading their performance in ways that do not clearly constitute a breach but nonetheless affect the quality of the services we receive. In addition, the consolidation of the commercial space industry — through acquisitions, mergers, and bankruptcies — can result in our partners being acquired by entities

with different strategic priorities that may be less committed to fulfilling existing hosted-payload or data-sharing arrangements. We may have limited remedies in such situations, particularly if the acquiring entity assumes our contracts at face value but deprioritizes their performance.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

Our ability to perform on U.S. government contracts depends on our company, employees and subcontractors maintaining required security clearances, and the loss of, or failure to obtain, necessary clearances could impair our operations.

Certain of our U.S. government contracts require our employees and subcontractors to hold personal security clearances at various classification levels. The security clearance investigation and adjudication process can take many months to complete. Clearances can be denied, suspended, or revoked based on personal conduct, financial issues, foreign contacts, or other adjudicative factors, and cleared employees may leave for other positions. If key employees responsible for performing cleared work are unable to obtain or maintain required clearances, we may be unable to perform under affected contracts, may need to replace cleared personnel on short notice, or may be required to restructure our performance approach in costly and disruptive ways. 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.

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.

Scaling our operations and managing future growth effectively is uncertain, and failure to scale our organization, systems, and processes in line with our growth could harm our business.

As we expand our sensor constellation, broaden our customer base, and deepen our presence in the United States, Canada, and Europe, our operational complexity will increase substantially. We may encounter challenges in scaling our operational processes, information systems, and internal controls at a pace that matches our growth. Our management team has not previously managed a company of the scale we are seeking to become, and we cannot assure you that we will be able to successfully manage the organizational, operational, and financial complexity that accompanies rapid growth. Failure to effectively manage this scaling could result in service delivery failures, contractual non-compliance, loss of government authorizations, or internal control deficiencies. 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.

The complexity of scaling a multi-jurisdictional space analytics business is compounded by the specialized nature of our workforce, the technical depth of our product suite, and the regulatory requirements of our government customers. Our internal systems and processes were designed to support a smaller organization, and we may need to make substantial investments in enterprise resource planning, financial reporting, compliance infrastructure, and human resources capabilities to support our planned growth trajectory. Failure to make these investments in a timely manner could result in operational inefficiencies, compliance failures, and service delivery gaps that impair our relationships

with customers and regulatory authorities. The challenges of rapid organizational growth are particularly acute in the defense sector, where the loss of a key program manager or technical lead can disrupt ongoing government programs in ways that are difficult to remediate and that can affect our competitive standing in future procurement competitions.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

We face intense competition from established defense contractors, government agencies, and well-funded emerging space companies, and increased competition or the emergence of alternative data sources could erode our competitive position.

The market for space domain awareness, space situational awareness, and related data analytics services is intensely competitive and rapidly evolving. We compete against large, well-resourced defense prime contractors such as Lockheed Martin, Northrop Grumman, Raytheon, and L3Harris, which have existing relationships with defense agencies, established cleared facilities and personnel, and substantially greater financial resources than NorthStar. We also compete against government agencies that provide free or subsidized space object tracking data, and against emerging commercial SSDA companies that have launched dedicated space-based SSA satellites. Competitors are investing in alternative sensing modalities and analytics approaches, including ground-based radar systems, synthetic aperture radar satellites, passive radio-frequency monitoring constellations, and advanced artificial intelligence platforms. These technologies may improve in accuracy, coverage, or cost-effectiveness and could reduce the relative value of our data and services. As more competitors deploy space-based sensors and develop comparable or superior datasets, the uniqueness of our data may diminish, and we may face increased pricing pressure, reduced margins, and challenges in retaining existing customers or winning new contracts. 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.

The competitive dynamics of the SSDA market are also affected by the actions of government agencies that provide free or subsidized space object tracking data. The U.S. Space Surveillance Network, operated by the U.S. Space Force, provides publicly available conjunction data messages through Space-Track.org that are used by many satellite operators as a baseline for collision avoidance. While NorthStar’s commercial data is intended to offer superior accuracy, coverage, and timeliness relative to government-provided data, we cannot guarantee that commercial customers will consistently value these advantages sufficiently to justify subscription fees for our services. In addition, government investment in enhancing the Space Surveillance Network’s capabilities could reduce the performance gap between government-provided data and our commercial offerings, weakening the commercial case for our products. The emergence of additional commercial SSDA providers — some of which are backed by well-capitalized investors and are deploying dedicated SSA satellites with capabilities that may exceed those of our hosted sensors — increases the competitive pressure on our pricing and market positioning.

Geopolitical risks, international regulatory shifts, and restrictions on cross-border data flows could adversely affect our global operations and customer relationships.

NorthStar’s operations in Canada, the United States, and Luxembourg, and our contracts with U.S., Canadian, and European defense agencies, expose us to risks arising from geopolitical tensions. Changes in the geopolitical relationship between our operating jurisdictions and other major space-faring nations could affect the terms on which we may share data across borders, limit our ability to serve certain customers, or result in the imposition of sanctions or other restrictions that impair our business. The conflict in Ukraine and rising tensions in various regions have heightened the strategic sensitivity of SSDA capabilities and may increase the regulatory and operational complexity of our international activities. 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.

The sensitivity of SSDA data to geopolitical considerations is heightened by the dual-use nature of space situational awareness capabilities. Data that supports collision avoidance for civil satellite operators can also provide intelligence about the orbital characteristics and maneuvering patterns of military satellites operated by foreign governments. As a result, the export, sharing, and commercialization of SSDA data are subject to evolving controls that reflect the

geopolitical climate at any given time. Changes in U.S.-China, U.S.-Russia, or NATO-related geopolitical dynamics could result in new export restrictions, licensing requirements, or classification policies that limit our ability to serve certain customers or to share data across our international operations. In addition, our operations in Luxembourg expose us to EU-level data governance requirements that may impose additional constraints on the cross-border transfer of sensitive space data.

We regularly review our practices and procedures in this area, but we cannot guarantee that our current or future measures will be adequate.

Recruiting and retaining qualified scientific, engineering, and operational personnel in a competitive talent market may be challenging and could impede execution of our strategy.

Our business requires personnel with specialized expertise in astrophysics, satellite sensor engineering, orbital mechanics, multi-modal data fusion, machine learning, and defense systems integration. We compete for talent against established aerospace and defense prime contractors, well-capitalized technology companies, and other funded space ventures, many of which offer significantly greater compensation and resources. Our operations in Montreal, McLean (Virginia), and Luxembourg create additional complexity in attracting talent. The loss of any key executive or technical leader could disrupt our strategy, impair continuity of ongoing defense programs, and create uncertainty among our customers and partners. We do not maintain key-person life insurance on our executives. Failure to attract, train, and retain this specialized workforce could delay product development, impair customer delivery, and increase operational risk. 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.

Our recruitment challenges are compounded by our current status as a pre-profitability company, which limits our ability to offer the combination of base salary, equity compensation, and career development opportunities that attract top talent in competitive markets. The specialized nature of our workforce requirements — which include orbital mechanics specialists, satellite sensor engineers, multi-modal data fusion experts, and defense systems integrators — means that the pool of qualified candidates is small and heavily recruited by well-resourced competitors. Our geographic footprint across Montreal, McLean (Virginia), and Luxembourg adds further complexity, as candidates with the required technical backgrounds and security clearances may be concentrated in specific labor markets where our competitive position is weaker. We have implemented equity compensation programs and other retention incentives, but these may not be sufficient to prevent key employee departures, particularly following the Business Combination when employees may experience liquidity on their existing equity holdings.

Cost overruns from hosted-payload integration, sensor development, or supply chain disruptions may significantly increase our capital requirements.

Developing, integrating, and deploying hosted sensors on third-party satellites involves complex engineering, interface compatibility requirements, environmental qualification testing, and integration timelines that are difficult to estimate with precision. Cost overruns can result from technical challenges discovered during design or integration, design revisions required by host satellite operators, changes in launch vehicle compatibility, supplier delays, additional environmental testing triggered by integration anomalies, and unforeseen regulatory requirements. Engineering cost overruns in the space sector often compound: a delay in sensor delivery pushes back the launch date or could result in the host launching without us, which may trigger additional hosting fees or require renegotiation or even new negotiations of the hosted-payload agreement, which in turn delays the expected revenue from the sensors and extends the period of negative cash flow. Material cost overruns could require us to raise additional capital sooner than anticipated, potentially on dilutive terms. 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 compounding nature of integration cost overruns is a particular risk in the hosted-payload model. A delay in sensor delivery that pushes back a planned launch date may result in the loss of a launch slot, requiring us to either wait for the next available slot on the same launch vehicle or negotiate a new launch arrangement entirely. Either outcome extends the period during which we bear the costs of sensor production and integration without generating the revenue that the deployed sensor would have produced. In addition, delays in sensor deployment can cause us to miss contracted delivery milestones under our government contracts, potentially triggering remedies ranging from fee