Exhibit 15.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 20-F (the “Form 20-F”) filed with the Securities and Exchange Commission (the “SEC”.)
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of financial information of Viking and NorthStar, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”). The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings due to operating efficiencies, or any other business changes or synergies that may result from the business combination.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, assume that the Business Combination occurred on January 1, 2025, the beginning of the earliest periods presented.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what New NorthStar’s financial condition or results of operations would have been had the Business Combination occurred on the date indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of New NorthStar. The actual financial position and results of operations of New NorthStar may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of Viking was derived from the unaudited financial statements of Viking as of and for the six months ended June 30, 2026 and the audited financial statements of Viking for the year ended December 31, 2025, which are incorporated by reference. The historical financial information of NorthStar was derived from the unaudited consolidated financial statements of NorthStar as of and for the six months ended June 30, 2026 and the audited consolidated financial statements of NorthStar for the year ended December 31, 2025, which are incorporated by reference. This information should be read together with Viking’s and NorthStar’s unaudited and audited financial statements, and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viking” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NorthStar” and other financial information, incorporated by reference.
Description of the Business Combination
On October 1, 2026 (the “Closing Date”), NorthStar Earth & Space Enterprises, Inc. (the “Company”), a corporation existing under the Canada Business Corporations Act (the “CBCA”), consummated its previously announced business combination pursuant to that certain business combination agreement, dated April 16, 2026, as amended on May 15, 2026 and July 15, 2026 (the “Business Combination Agreement”), by and among Viking Acquisition Corp. I, a Cayman Islands exempted company (“Viking”), NorthStar Earth & Space Inc., a corporation existing under the CBCA (“NorthStar”), and Viking NS Amalgamation Corp., a corporation existing under the CBCA and wholly owned subsidiary of Viking (“NewCo”).
The Business Combination Agreement provided for, among other things and subject to its terms and conditions: (i) the continuation of Viking from the Cayman Islands to Canada in accordance with the Cayman Islands Companies Act (As Revised) and the CBCA (the “Continuation”); (ii) an arrangement under Section 192 of the CBCA (the “Arrangement”), pursuant to which, among other things, NewCo and NorthStar amalgamated under the CBCA (the “Amalgamation”) to form one corporate entity, with NewCo surviving the Amalgamation as a wholly owned subsidiary of the Company (the “Amalgamated Company”); (iii) the change of the Viking’s corporate name to “NorthStar Earth & Space Enterprises, Inc.”; (iv) the adoption of new articles by the Company, pursuant to which all outstanding Viking Class A Shares were redesignated as New NS Common Shares, a new class of preferred shares was created and the Viking Class B Shares were eliminated; (v) the exchange of NorthStar securities and equity awards for securities and equity awards of the Company; and (vi) the listing of the New NS Common Shares and New NS Public Warrants on the NYSE American LLC (“NYSE American”) (collectively, with the other transactions contemplated in the Business Combination Agreement and the documents contemplated therein, the “Business Combination”).
On or immediately prior to the Amalgamation and following the Continuation, among other things: (i) NorthStar completed the recapitalization contemplated by the Plan of Arrangement, including the conversion, exchange or amendment, as applicable, of its outstanding shares, convertible debentures, shareholder loans, warrants and options; (ii) the PIPE Financing was consummated pursuant to the PIPE Agreements, pursuant to which the PIPE Investors purchased NorthStar Ordinary Shares that were exchanged pursuant to the Amalgamation for an aggregate of 3,000,000 New NS Common Shares, for an aggregate purchase price of $30.0 million, and received NorthStar PIPE Warrants that were exchanged pursuant to the Amalgamation for New NS PIPE Warrants to acquire an aggregate of 3,000,000 New NS Common Shares at an exercise price of $11.50 per share; (iii) the Sponsor transferred an aggregate of 3,000,000 Viking Class B Shares to the PIPE Investors, proportionally to their respective investments in the PIPE Financing; (iv) each then-issued and outstanding Viking Class B Share was exchanged for one Viking Class A Share; (v) the articles of the Company were amended to, among other things, redesignate the Viking Class A Shares as New NS Common Shares, create an unlimited number of preferred shares, issuable in series, and eliminate the Viking Class B Shares; (vi) each then-issued and outstanding Viking Warrant was amended to become a New NS Warrant; and (vii) the Company issued 500,000 New NS Common Shares to the Sponsor pursuant to the Sponsor Letter Agreement.
On the Closing Date, pursuant to the Arrangement and the Amalgamation, (i) NorthStar and NewCo amalgamated under the CBCA to form one corporate entity, with NewCo surviving the Amalgamation as the Amalgamated Company, a wholly owned subsidiary of the Company; (ii) each then-issued and outstanding NorthStar Ordinary Share, other than any NorthStar Ordinary Shares in respect of which Dissent Rights were duly exercised, was exchanged for that number of New NS Common Shares equal to the Exchange Ratio; (iii) each then-issued and outstanding NorthStar PIPE Warrant was exchanged for one New NS PIPE Warrant to acquire one New NS Common Share at an exercise price of $11.50 per share, subject to adjustment; and (iv) each then-issued and outstanding NorthStar Option was exchanged for a New NS Exchange Option in accordance with the Plan of Arrangement. Following the Closing, up to 10,000,000 additional New NS Common Shares may be issued to the Earnout Recipients upon the achievement of the applicable revenue-based performance targets. The Sponsor will be entitled to receive 10% of any New NS Earnout Shares issued if the applicable trading-price condition set forth in the Sponsor Letter Agreement is satisfied.
Accounting Treatment
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although Viking acquired all of the outstanding equity interests of NorthStar in the Business Combination, Viking was treated as the “acquired” company and NorthStar was treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination was treated as the equivalent of NorthStar issuing stock for the net assets of Viking, accompanied by a recapitalization. The net assets of Viking were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of NorthStar.
NorthStar was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | The shareholders of NorthStar have the greatest voting interest in New NorthStar; |
| ● | NorthStar comprises the ongoing operations of New NorthStar; and |
| ● | NorthStar’s existing senior management is the senior management of New NorthStar. |
The following table sets out share ownership of New NorthStar immediately following the Business Combination, excluding the dilutive effect of New NorthStar Earnout Shares, Viking Public Warrants, Viking Private Placement Warrants, NorthStar Warrants, NorthStar Options, and NorthStar PIPE Warrants:
| Pro Forma Ownership | Shares | % | ||||||
| Public Shareholders | 149,423 | 0.4 | % | |||||
| Initial Shareholders(1) | 5,826,667 | 14.1 | % | |||||
| NorthStar Shareholders | 29,346,764 | 71.0 | % | |||||
| PIPE Investors(2) | 6,000,000 | 14.5 | % | |||||
| Total | 41,322,854 | 100.0 | % | |||||
| (1) | 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. |
| (2) | Includes 3,000,000 PIPE Shares and 3,000,000 Founder Shares to be transferred by the Sponsor to the PIPE Investors (1,000,000 of which PIPE Shares will be issued to Pangaea, and 1,000,000 of which Founder Shares will be transferred to Pangaea). Of the 3,000,000 PIPE Shares, 679,109 shares were purchased by the PIPE Investors in the open market. |
The following unaudited pro forma condensed combined balance sheet as of June 30, 2026, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, are based on the unaudited and the audited historical financial statements of Viking and NorthStar. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
JUNE 30, 2026
| NorthStar (Historical) |
Viking (Historical) |
Transaction Accounting Adjustments |
Pro Forma Combined |
|||||||||||||||
| Assets | ` | |||||||||||||||||
| Current assets | ||||||||||||||||||
| Cash | C$ | 434,080 | C$ | 1,011,959 | C$ | 32,995,643 | A | C$ | 33,954,229 | |||||||||
| 12,157,010 | C | |||||||||||||||||
| (174,947 | ) | D | ||||||||||||||||
| (10,433,217 | ) | E | ||||||||||||||||
| (2,036,299 | ) | O | ||||||||||||||||
| Prepaid insurance | — | 99,518 | 348,312 | E | 447,830 | |||||||||||||
| Prepaid expenses | 164,718 | 10,749 | — | 175,467 | ||||||||||||||
| Accounts receivable | 2,677,404 | — | — | 2,677,404 | ||||||||||||||
| Other receivables | 4,552,525 | — | — | 4,552,525 | ||||||||||||||
| Total current assets | 7,828,727 | 1,122,226 | 32,856,502 | 41,807,455 | ||||||||||||||
| Long term prepaid insurance | — | 33,172 | — | 33,172 | ||||||||||||||
| Cash and marketable securities held in Trust Account | — | 334,942,465 | (325,320,868 | ) | C | — | ||||||||||||
| (12,157,010 | ) | C | ||||||||||||||||
| 2,535,413 | N | |||||||||||||||||
| Property and equipment, net | 2,051,015 | — | — | 2,051,015 | ||||||||||||||
| Right of use assets | 403,123 | — | — | 403,123 | ||||||||||||||
| Prepaid expenses | 1,421,000 | — | — | 1,421,000 | ||||||||||||||
| Intangible assets, net | 4,474,899 | — | — | 4,474,899 | ||||||||||||||
| Total Assets | C$ | 16,178,764 | C$ | 336,097,863 | C$ | (302,085,963 | ) | C$ | 50,190,664 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts payable and accrued liabilities | C$ | 15,357,737 | C$ | — | C$ | (425,000 | ) | E | C$ | 14,932,737 | ||||||||
| Accrued offering costs | — | 120,843 | — | 120,843 | ||||||||||||||
| Accrued expenses | — | 1,469,783 | (1,289,147 | ) | E | 180,636 | ||||||||||||
| Promissory notes | 11,507,205 | — | (1,996,513 | ) | O | 9,510,692 | ||||||||||||
| Short-term loans | 2,284,860 | — | — | 2,284,860 | ||||||||||||||
| Deferred revenue | 2,641,990 | — | — | 2,641,990 | ||||||||||||||
| Shareholder loans | 5,550,639 | — | (5,550,639 | ) | F | — | ||||||||||||
| Advance from a shareholder | 1,985,004 | — | — | 1,985,004 | ||||||||||||||
| Current portion of loan payable | 2,408,335 | — | — | 2,408,335 | ||||||||||||||
| Current portion of long-term debt | 60,596 | — | — | 60,596 | ||||||||||||||
| Lease liability, current | 422,279 | — | — | 422,279 | ||||||||||||||
| Total current liabilities | 42,218,645 | 1,590,626 | (9,261,299 | ) | 34,547,972 | |||||||||||||
| Deferred underwriting fee | — | 13,079,456 | (13,079,456 | ) | D | — | ||||||||||||
| Earnout Shares liability | — | — | 109,148,060 | L | 109,148,060 | |||||||||||||
| Loan payable, net of current portion | 10,591,665 | — | — | 10,591,665 | ||||||||||||||
| Long-term debt, net of current portion | 36,409 | — | — | 36,409 | ||||||||||||||
| Convertible debentures | 108,159,000 | — | (108,159,000 | ) | F | — | ||||||||||||
| Non-convertible debentures | — | — | 10,963,154 | F | 10,963,154 | |||||||||||||
| Total liabilities | 161,005,719 | 14,670,082 | (10,388,541 | ) | 165,287,260 | |||||||||||||
| Temporary equity | ||||||||||||||||||
| Viking class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value | — | 334,942,465 | (325,320,868 | ) | C | — | ||||||||||||
| (12,157,010 | ) | H | ||||||||||||||||
| 2,535,413 | N | |||||||||||||||||
| NorthStar class A preferred shares, no par value, 250,000 shares issued and outstanding | 25,000,000 | — | (25,000,000 | ) | F | — | ||||||||||||
3
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
JUNE 30, 2026 — (Continued)
| NorthStar
(Historical) | Viking
(Historical) | Transaction
Accounting Adjustments | Pro
Forma Combined | ||||||||||||||
| NorthStar class B preferred shares, no par value, 355,401 shares issued and outstanding | 32,535,234 | — | (32,535,234 | ) | F | — | |||||||||||
| NorthStar class B-1 preferred shares, no par value, 140,000 shares issued and outstanding | 14,000,000 | — | (14,000,000 | ) | F | — | |||||||||||
| NorthStar class B common stock, $0.01 par value, 87,504 shares issued and outstanding | 875 | — | (875 | ) | F | — | |||||||||||
| Shareholders’ (deficit) equity | |||||||||||||||||
| Viking preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | — | — | |||||||||||||
| Viking class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 660,000 issued and outstanding | — | 94 | 1,090 | B | — | ||||||||||||
| 118 | H | ||||||||||||||||
| 71 | I | ||||||||||||||||
| (1,373 | ) | J | |||||||||||||||
| Viking class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,666,667 shares issued and outstanding | — | 1,090 | (1,090 | ) | B | — | |||||||||||
| NorthStar class A common shares, $0.01 par value, 462,023 shares issued and outstanding | 4,620 | — | (4,620 | ) | F | — | |||||||||||
| New NorthStar share capital | — | — | 31,609,826 | A | 105,250,771 | ||||||||||||
| 174,287,214 | F | ||||||||||||||||
| 1,373 | J | ||||||||||||||||
| (100,647,642 | ) | M | |||||||||||||||
| Additional paid-in capital | 3,939,897 | — | 1,385,817 | A | — | ||||||||||||
| 12,904,509 | D | ||||||||||||||||
| (6,083,316 | ) | E | |||||||||||||||
| (48,729,419 | ) | G | |||||||||||||||
| 12,156,892 | H | ||||||||||||||||
| (71 | ) | I | |||||||||||||||
| 32,926,109 | K | ||||||||||||||||
| (109,148,060 | ) | L | |||||||||||||||
| 100,647,642 | M | ||||||||||||||||
| Accumulated deficit | (219,933,415 | ) | (13,515,868 | ) | (2,287,442 | ) | E | (219,973,201) | |||||||||
| 48,729,419 | |||||||||||||||||
| (32,926,109 | ) | G | |||||||||||||||
| (39,786 | ) | O | |||||||||||||||
| Accumulated other comprehensive loss | (374,166 | ) | — | — | (374,166 | ) | |||||||||||
| Total shareholders’ (deficit) equity | (216,363,064 | ) | (13,514,684 | ) | 114,781,152 | (115,096,596 | ) | ||||||||||
| Total liabilities and shareholders’ (deficit) equity | C$ | 16,178,764 | C$ | 336,097,863 | C$ | (302,085,963 | ) | C$ | 50,190,664 | ||||||||
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
| NorthStar (Historical) | Viking (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| Revenue | ||||||||||||||||||
| Services revenue | C$ | 8,354,971 | C$ | — | C$ | — | C$ | 8,354,971 | ||||||||||
| Grant income | 330,600 | — | — | 330,600 | ||||||||||||||
| 8,685,571 | — | — | 8,685,571 | |||||||||||||||
| Operating Expenses: | ||||||||||||||||||
| Program and technical management | 7,518,590 | — | — | 7,518,590 | ||||||||||||||
| General and administrative expenses | 10,751,346 | 2,143,551 | (248,044 | ) | BB | 12,646,853 | ||||||||||||
| Sales and marketing expenses | 1,780,506 | — | — | 1,780,506 | ||||||||||||||
| Depreciation and amortization expenses | 1,341,287 | — | — | 1,341,287 | ||||||||||||||
| Loss from operations | (12,706,158 | ) | (2,143,551 | ) | 248,044 | (14,601,665 | ) | |||||||||||
| Other Expense (Income): | ||||||||||||||||||
| Interest income on marketable securities held in Trust Account | — | (5,688,953 | ) | 5,688,953 | AA | — | ||||||||||||
| Interest income | (10,294 | ) | — | (10,294 | ) | |||||||||||||
| Interest expenses | 1,351,347 | — | (329,546 | ) | CC | 912,778 | ||||||||||||
| (109,023 | ) | DD | ||||||||||||||||
| Foreign exchange loss | 147,894 | — | 147,894 | |||||||||||||||
| Change in fair value of convertible debenture | 9,265,000 | — | (8,650,973 | ) | CC | 614,027 | ||||||||||||
| Gain on extinguishment of a liability | (3,040,000 | ) | — | (3,040,000 | ) | |||||||||||||
| R&D tax credit | (1,689,601 | ) | — | (1,689,601 | ) | |||||||||||||
| Total other expense (income), net | 6,024,346 | (5,688,953 | ) | (3,400,589 | ) | (3,065,196 | ) | |||||||||||
| Net (loss) income | C$ | (18,730,504 | ) | C$ | 3,545,402 | C$ | 3,648,633 | C$ | (11,536,469 | ) | ||||||||
| Basic and diluted net loss per Class A and Class B Common Stock | C$ | (35.10 | ) | |||||||||||||||
| Basic and diluted net income per share, Class A ordinary shares | C$ | 0.11 | ||||||||||||||||
| Basic and diluted net income per share, Class B ordinary shares | C$ | 0.11 | ||||||||||||||||
| Pro forma weighted average number of shares outstanding – basic and diluted | 41,322,854 | |||||||||||||||||
| Pro forma net loss per share – basic and diluted | C$ | (0.28 | ) | |||||||||||||||
5
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| NorthStar
(Historical) | Viking (Historical) | Transaction Accounting Adjustments | Pro Forma
Combined | |||||||||||||||
| Revenue | ||||||||||||||||||
| Services Revenue | C$ | 10,645,373 | C$ | — | C$ | — | C$ | 10,645,373 | ||||||||||
| Operating Expenses: | ||||||||||||||||||
| Program and technical management | 10,288,464 | — | — | 10,288,464 | ||||||||||||||
| General and administrative expenses | 6,314,572 | 1,749,387 | (83,290 | ) | BB | 7,980,669 | ||||||||||||
| Sales and marketing expenses | 2,155,493 | — | — | 2,155,493 | ||||||||||||||
| Depreciation and amortization expenses | 2,686,362 | — | — | 2,686,362 | ||||||||||||||
| Loss from operations | (10,799,518 | ) | (1,749,387 | ) | 83,290 | (12,465,615 | ) | |||||||||||
| Other Expense (Income): | ||||||||||||||||||
| Interest income on marketable securities held in Trust Account | — | (1,910,140 | ) | 1,910,140 | AA | — | ||||||||||||
| Unrealized gain on marketable securities held in Trust Account | — | (127,540 | ) | 127,540 | AA | — | ||||||||||||
| Interest income | (24,907 | ) | — | — | (24,907 | ) | ||||||||||||
| Interest expenses | 2,333,936 | — | (616,838 | ) | CC | 1,495,070 | ||||||||||||
| (222,028 | ) | DD | ||||||||||||||||
| Foreign exchange gain | (43,514 | ) | — | — | (43,514 | ) | ||||||||||||
| Change in fair value of convertible debenture | 10,259,000 | — | (9,257,822 | ) | CC | 1,001,178 | ||||||||||||
| R&D tax credit | (2,127,027 | ) | — | — | (2,127,027 | ) | ||||||||||||
| Total other expense (income), net | 10,397,488 | (2,037,680 | ) | (8,059,008 | ) | 300,800 | ||||||||||||
| Net (loss) income | C$ | (21,197,006 | ) | C$ | 288,293 | C$ | 8,142,298 | C$ | (12,766,415 | ) | ||||||||
| Basic and diluted net loss per Class A and Class B Common Stock | C$ | (40.98 | ) | |||||||||||||||
| Basic net income per share, Class A ordinary shares | C$ | 0.01 | ||||||||||||||||
| Basic net income per share, Class B ordinary shares | C$ | 0.01 | ||||||||||||||||
| Diluted net income per share, Class A ordinary shares | C$ | 0.01 | ||||||||||||||||
| Diluted net income per share, Class B ordinary shares | C$ | 0.01 | ||||||||||||||||
| Pro forma weighted average number of shares outstanding – basic and diluted | 41,322,854 | |||||||||||||||||
| Pro forma net loss per share – basic and diluted | C$ | (0.31 | ) | |||||||||||||||
6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP as NorthStar was determined to be the accounting acquirer, primarily due to the fact that NorthStar’s shareholders continue to control New NorthStar. Under this method of accounting, although Viking acquired all of the outstanding equity interests of NorthStar in the Business Combination, Viking was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of NorthStar issuing stock for the net assets of Viking, accompanied by a recapitalization. The net assets of Viking were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination were those of NorthStar.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, assumes that the Business Combination and related transactions occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 present pro forma effect to the Business Combination as if it had been completed on January 1, 2025, the beginning of the earliest periods presented.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, has been prepared using, and should be read in conjunction with, the following:
| ● | Viking’s unaudited balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, which are incorporated by reference; and |
| ● | NorthStar’s unaudited consolidated balance sheet as of June 30, 2026 and the related notes for the six months ended June 30, 2026, which are incorporated by reference. |
The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025, have been prepared using, and should be read in conjunction with, the following:
| ● | Viking’s unaudited statement of operations for the six months ended June 30, 2026 and Viking’s audited statement of operations for the year ended December 31, 2025, and the related notes, which are incorporated by reference; and |
| ● | NorthStar’s unaudited statement of operations for the six months ended June 30, 2026 and NorthStar’s audited consolidated statement of operations for the year ended December 31, 2025, and the related notes, which are incorporated by reference. |
The historical financial statements of Viking have been translated into and are presented in CAD (as adjusted) for the purposes of presentation in the unaudited pro forma condensed combined financial information using the following exchange rates:
| ● | at the period end exchange rate as of June 30, 2026 of $1.00 to C$1.42168 for the balance sheet; |
| ● | the average exchange rate for the period from January 1, 2026 through June 30, 2026, of $1.00 to C$1.37802 for the statement of operations for the period ending on that date; and |
| ● | the average exchange rate for the period from July 24, 2025 (inception) through December 31, 2025, of $1.00 to C$1.38817 for the statement of operations for the period ending on that date. |
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
7
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Viking believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Viking believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of New NorthStar would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations or financial position of New NorthStar. They should be read in conjunction with the historical financial statements and notes thereto of Viking and NorthStar.
Accounting Policies
Upon consummation of the Business Combination, management of New NorthStar performed a comprehensive review of the two entities’ accounting policies. As a result of the review, management of New NorthStar did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the Transaction Accounting Adjustments. The unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings due to operating efficiencies, or any other business changes or synergies that may result from the business combination.
The unaudited and audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to Transaction Accounting Adjustments that reflect the accounting for the transaction under GAAP. NorthStar and Viking have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma combined statements of operations do not reflect a provision for income taxes or any amounts that would have resulted had New NorthStar filed consolidated income tax returns during the periods presented.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are as follows:
| (A) | Reflects the consummation of the PIPE Financing by NorthStar and the conversion of NorthStar PIPE Warrants and NorthStar PIPE Shares into 2,320,891 New NS Common Shares and 2,320,891 New NS Warrants upon the Closing. |
| (B) | Represents the conversion of Viking Class B Ordinary Shares into Viking Class A Ordinary Shares on a one-for-one basis. |
| (C) | Reflects the redemption of 22,171,468 Viking Public shares at a per share redemption price of C$14.67, for an aggregate payment of C$325.3 million and the liquidation and reclassification of C$12.2 million of cash and marketable securities held in Trust Account to cash that became available following the Business Combination. |
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| (D) | Reflects the settlement of deferred underwriting fees upon the Closing of the Business Combination. |
| (E) | Reflects the payment of C$5.3 million of Viking transaction costs at the Closing of which C$1.3 million of these fees were accrued as of the pro forma balance sheet date. C$0.3 million related to the D&O insurance is reflected as an adjustment to prepaid insurance. The amount of C$2.3 million is reflected as an adjustment to accumulated deficit. The C$1.4 million of PIPE fees is reflected as an adjustment to additional paid-in capital. Viking transaction costs exclude the deferred underwriting fees included in (D) above. |
Reflects the payment of C$5.1 million of NorthStar transaction costs at Closing of which C$0.4 million of these fees have been accrued as of the pro forma balance sheet date. The remaining amount of C$4.7 million is reflected as an adjustment to additional paid-in capital.
| (F) | Represents the issuance of an aggregate of 29,346,764 New NS Common Shares to the existing shareholders and debtholders of NorthStar upon the Closing of the Business Combination. |
| (G) | Represents the elimination of Viking’s historical accumulated deficit after recording the transaction costs as described in Adjustment (E) above, and the expenses recognized on the Sponsor’s transfer of shares as described in Adjustment (K) below. |
| (H) | Reflects the reclassification of 828,532 Viking Class A Ordinary Shares subject to redemption to permanent equity. |
| (I) | Represents the issuance of 500,000 shares to the Sponsor by New NorthStar at Closing for consideration of the Sponsor Letter. Management determined that the issuance obligation of the 500,000 shares by New NorthStar is a freestanding, equity-linked share issuance obligation which is equity classified. |
| (J) | Represents the conversion of 9,655,199 Viking Class A Ordinary Shares into the same number of New NS Common Share. |
| (K) | Represents the impact of the fair value of the 3,000,000 Viking Class A Ordinary Shares transferred by the Sponsor to the PIPE Investors. |
| (L) | Reflects the estimated fair value of the Earnout Shares liability based on the assumptions used in the valuation. Changes in those assumptions could result in different fair value measurement and therefore could have affected the amounts presented in the pro forma financial information. Because the Earnout Shares are accounted for as a liability and remeasured at fair value at each reporting date, changes in assumptions used in the valuation model may result in significant non-cash gains or losses in future periods, which could materially affect the future combined results of operations. |
The Earnout Shares were valued using a Monte Carlo simulation. Below are the significant assumptions used in the simulation:
| Underlying Metric Volatility: | 17.2 | % | ||
| Stock Volatility: | 57.3 | % | ||
| Required Revenue Metric Risk Premium (Continuous) | 4.8 | % | ||
| Correlation Coefficient | 0.34 | |||
| Stock price: | $ | 7.72 |
| (M) | Represents the reclassification within equity to reflect no par common stock. |
| (N) | Reflects the interest earned in the Trust account subsequent to June 30, 2026 of C$2.5 million and the accretion of ordinary shares subject to possible redemption of C$2.5 million. |
| (O) | Reflects the repayment of promissory notes upon the Closing of Business Combination. |
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Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026, are as follows:
| (AA) | Represents an adjustment to eliminate interest earned on investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025, the beginning of the earliest period presented. |
| (BB) | Represents the elimination of administrative service compensation that is ceased paying upon the Business Combination. Commencing on October 31, 2025, the date that Viking’s securities are first listed in New York Stock Exchange, Viking agreed to reimburse an affiliate of the managers of the Sponsor, KingsRock, in an amount equal to up to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination, Viking ceased paying these monthly fees. |
| (CC) | Represents the elimination of interest expense and change in fair value on the shareholder loans and convertible debentures after giving effect the Business Combination as if it had occurred on January 1, 2025. |
| (DD) | Represents the elimination of interest expense on the promissory notes after giving effect the Business Combination as if it had occurred on January 1, 2025. |
The adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, are as follows:
| (AA) | Represents an adjustment to eliminate interest earned on investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025, the beginning of the earliest period presented. |
| (BB) | Represents the elimination of administrative service compensation that is ceased paying upon the Business Combination. Commencing on October 31, 2025, the date that Viking’s securities are first listed in New York Stock Exchange, Viking agreed to reimburse an affiliate of the managers of the Sponsor, KingsRock, in an amount equal to up to $30,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination, Viking ceased paying these monthly fees. |
| (CC) | Represents the elimination of interest expense and change in fair value on the shareholder loans and convertible debentures after giving effect the Business Combination as if it had occurred on January 1, 2025. |
| (DD) | Represents the elimination of interest expense on the promissory notes after giving effect the Business Combination as if it had occurred on January 1, 2025. |
Loss per share
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of New NorthStar’s shares outstanding, assuming the Business Combination occurred on January 1, 2025, the beginning of the earliest periods presented.
| As of and for the Six Months Ended June 30, 2026 | ||||
| Net loss | C$ | (11,536,469 | ) | |
| Shareholders’ deficit | (115,096,596 | ) | ||
| Weighted average shares outstanding(1) | 41,322,854 | |||
| Net loss per common share, basic and diluted | C$ | (0.28 | ) | |
| Book deficit per share | C$ | (2.79 | ) | |
| For the Year Ended December 31, 2025 | ||||
| Net loss | C$ | (12,766,415 | ) | |
| Weighted average shares outstanding(1) | 41,322,854 | |||
| Net loss per common share, basic and diluted | C$ | (0.31 | ) | |
| (1) | For the purposes of calculating diluted earnings per share, all the shares underlying the Viking Public Warrants, Viking Private Placement Warrants, NorthStar Warrants, NorthStar Options, NorthStar PIPE Warrants, and Earnout Shares should have been assumed to have been issued. However, since this results in anti-dilution, the effect of such issuance was not included in calculation of diluted loss per share. |
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