As filed with the Securities and Exchange Commission on October 13, 2026.

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

_____________________________

Post-Effective Amendment No. 2

TO

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

_____________________________

NORTHSTAR EARTH & SPACE ENTERPRISES, INC.*
(Exact name of Registrant as Specified in its Charter)
N/A
(Translation of registrant’s name into English)

_____________________________

384 Rue Saint-Jacques #300
Montreal, Québec H2Y 1S1
(514) 595-7474
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________

Beth Michelson
c/o NorthStar Earth & Space Systems, Inc.
1025 Post Road
Darien, CT 06820
(917) 669-2384
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

With copies to:

_____________________________

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the registration statement became effective.

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. ☐

This post-effective amendment No. 2 to registration statement shall hereinafter become effective in accordance with Section 8(c) of the Securities Act of 1933, as amended, or on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 (this “Amendment”) to Registration Statement No. 333-297008, declared effective as of August 12, 2026 and declared re-effective as of August 31, 2026 (as amended, the “Registration Statement”), is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by NorthStar Earth & Space Enterprises, Inc. (“New NorthStar”), as the successor to Viking Acquisition Corp. I, a Cayman Islands exempted company (“Viking”) to, among other things, (i) set forth additional information to reflect the Continuation (as defined below) and other material changes made in connection with or resulting from the succession, the closing of the Business Combination (as defined below) and as necessary to keep the Registration Statement from being misleading in any material respect, and (ii) provide financial statements and related notes of Viking and NorthStar Earth & Space Inc. (“NorthStar”).

On October 1, 2026 (the “Closing Date”), as contemplated by the Business Combination Agreement (as defined below) and described in the section titled “Proposal No. 2 — The Business Combination Proposal” of the final prospectus and definitive proxy statement of Viking, dated August 10, 2026, and the Post-Effective Amendment No. 1, dated August 24, 2026 (collectively, the “Proxy Statement/Prospectus”) and filed with the U.S. Securities and Exchange Commission (the “SEC”), Viking changed its jurisdiction of incorporation from the Cayman Islands to Canada, as described further below (the “Continuation”), and changed its name to “NorthStar Earth & Space Enterprises, Inc.” New NorthStar expressly adopts the Registration Statement, as modified by this Amendment, as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For the purposes of this Amendment and the Registration Statement, references to the “Company,” the “Registrant,” “we,” “our,” “us” and similar terms mean, as of any time prior to the Closing Date, Viking, and, as of any time after the Closing Date, New NorthStar. The information contained in this Amendment sets forth additional information to reflect the Continuation. All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective date of the Continuation will not reflect the change in our jurisdiction of incorporation or capital structure.

The Continuation was effected in the manner described in the section of the Registration Statement titled “Proposal No. 1 — The Continuation Proposal.” In the Continuation, Viking deregistered as a Cayman Islands exempted company pursuant to the Cayman Islands Companies Act (As Revised) and continued as a corporation existing under the Canada Business Corporations Act (“CBCA”). Promptly following the Continuation, New NorthStar, NorthStar and Viking NS Amalgamation Corp., a corporation existing under the CBCA and a wholly-owned direct subsidiary of Viking (“NewCo”) effected an arrangement under Section 192 of the CBCA pursuant to which, among other things, NewCo and NorthStar amalgamated (the “Amalgamation”) to form one corporate entity and NewCo survived the Amalgamation as a wholly-owned subsidiary of New NorthStar, and New NorthStar changed its corporate name to “NorthStar Earth & Space Enterprises, Inc.”

Prior to the Continuation, Viking effected the redemption of Class A ordinary shares of Viking, par value $0.0001 per share (the “Viking Class A Shares”), initially issued in Viking’s initial public offering (the “Viking Public Shares” and the holders of Viking Public Shares, the “Viking Public Shareholders”) that were validly submitted for redemption and not withdrawn.

In connection with the closing of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), (A) each outstanding Class A Share converted automatically into one common share of New NorthStar, no par value (the “Common Shares”) and (B) each outstanding Class B ordinary share of Viking, par value $0.0001 per share (the “Viking Class B Shares” and, together with the Viking Class A Shares, the “Viking Ordinary Shares”), converted first into a Viking Class A Share and then automatically into one Common Share.

Trading of New Northstar’s Common Shares and Public Warrants began on the NYSE American LLC (“NYSE American”) on October 2, 2026, under the new ticker symbols “NSTR” and “NSTR.WS,” respectively. Prior to the closing of the Business Combination, the Viking Class A Shares and Viking Warrants (as defined in the Proxy Statement/Prospectus) traded under the ticker symbols “VACI” and “VACI.WT,” respectively, on the New York Stock Exchange. The CUSIP numbers relating to New NorthStar’s Common Shares and Public Warrants changed to 666923107 and 666923115, respectively.

The rights of holders of Common Shares are now governed by the New NS Organizational Documents (as defined in the Proxy Statement/Prospectus) and the CBCA, each of which is described in the Proxy Statement/Prospectus. The Proxy Statement/Prospectus formed part of the Registration Statement.

This Amendment sets forth additional information to reflect the Continuation, Amalgamation and other material changes made in connection with or resulting from the succession, the Business Combination contemplated by that certain business combination agreement, dated as of April 16, 2026 (as amended by the Amendment No. 1 to Business Combination Agreement, dated as of May 15, 2026 and Amendment No. 2 to Business Combination Agreement, dated as of July 15, 2026, the “Business Combination Agreement”), by and among Viking, NewCo and NorthStar, and to keep the Registration Statement from being misleading in any material respect. All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective date of the Continuation will not reflect the change in the Company’s jurisdiction of incorporation, and before the effective date of the Business Combination will not reflect the change in the Company’s name or capital structure. On October 7, 2026, New NorthStar filed a Report on Form 20-F disclosing the closing of the Business Combination and certain related transactions.

The registration fees were paid at the time of filing of the Registration Statement. Because no additional securities are being registered, no further registration fee is required.

TABLE OF CONTENTS

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:

____________

(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.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2026

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2026 — (Continued)

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 2026 — (Continued)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025

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.

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.

(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:

(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.

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.

____________

(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.

NORTHSTAR MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Expressed in thousands of CAD dollars, except as otherwise noted and per share amounts)

The following discussion and analysis provide information which NorthStar’s management believes is relevant to an assessment and understanding of NorthStar’s consolidated results of operations and financial condition. The discussion should be read together with the audited consolidated financial statements of NorthStar for the years ended December 31, 2025, and 2024 and the related notes, prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”), the unaudited interim consolidated financial statements of NorthStar for the three and six months ended June 30, 2026, and 2025 and the related notes, and the unaudited pro forma condensed combined financial information that is included elsewhere in the Proxy Statement/Prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information” within the Proxy Statement/Prospectus. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. NorthStar’s actual results may differ materially from those anticipated in these forward-looking statements, including those set forth under “Cautionary Note Regarding Forward-Looking Statements” because of various factors, including those set forth under “Risk Factors” or in other parts of the Proxy Statement/Prospectus. All references to $, USD, or dollar herein are to U.S. dollars. All references to C$, CAD are to Canadian dollars. All references to EUR or € are to Euro.

For purposes of this section, NorthStar Earth & Space Inc. is also referenced as the “Company,” “we,” “us,” or “our”.

Overview

NorthStar is a data analytics company developing a dedicated infrastructure for space-based Space Situational and Domain Awareness (“SSDA”). We are a highly differentiated space data analytics company that monitors activity in space and provides early detection and tracking of active space threats that come from deliberate maneuvers in space. We fuse optical data from third-party spacecrafts that host sensors dedicated to our mission and designed to our specifications with other satellite-based sensors and combine these inputs with ground-based radar, optical, and RF data from partner networks, delivering real-time resident space object (“RSO”) detection, tracking, and analytics to defense, civil-space, and commercial operators. Our extensive development portfolio includes orbital dynamics and machine learning algorithms for a variety of applications for SSDA and space traffic management (“STM”).

Recent Developments

Business Combination

On April 16, 2026, NorthStar entered into a Business Combination Agreement (the “Business Combination”) with Viking Acquisition Corporation I (“Viking”), a special purpose acquisition company, providing for a Business Combination.

Pursuant to the Business Combination Agreement, among other things, Viking continued as a corporation existing under the CBCA in accordance with the Companies Act and the CBCA, as New NorthStar and, promptly following the Continuation, New NorthStar, NorthStar and NewCo affected the Arrangement under Section 192 of the CBCA in accordance with the Plan of Arrangement, pursuant to which, among other things, NewCo and NorthStar amalgamated (the “Amalgamation”) to form one corporate entity and NewCo survived the Amalgamation as a wholly owned subsidiary of New NorthStar and the other transactions contemplated by the Plan of Arrangement were consummated.

Following the Closing of the Business Combination:

•        NorthStar securityholders received common shares of New NorthStar.

•        Viking’s public shareholders hold common shares of the combined company on a one-for-one conversion basis.

•        the combined company’s securities are listed on NYSE American under the ticker symbols “NSTR” and “NSTR.WS.”

The transaction is expected to provide NorthStar with access to capital to support the cost of sensors, their integration and deployment on hosted payloads, and associated non-recurring engineering, as well as to fund continued investment in product development and operational expansion.

Upon consummation of the transaction, the historical financial statements of NorthStar represent the financial statements of the combined company for accounting purposes, and the transaction is accounted for as a reverse recapitalization.

Thales Alenia Space France Promissory Note Modification

On April 29, 2026, the Company entered into a new agreement with Thales Alenia Space France for the repayments of its promissory note. Under this agreement, the Company agreed to (i) immediately upon signature of the agreement to pay 150,000 EUR to TAS as a reduction of the outstanding remaining balance, and (ii) pay thereafter on or before the 20th business day of each calendar month. The outstanding balance under the agreement was EUR 1,356,456 at April 29, 2026, which was reduced to EUR 1,206,456 following the immediate payment of EUR 150,000 at signing. The agreement matures on December 31, 2026.

LuxIMPULSE

NorthStar Europe has a multi-phase framework contract with the European Space Agency (“ESA”) under the LuxIMPULSE program that supports the development and commercialization of its space traffic management system. During the six months ended June 30, 2026, NorthStar began the fourth phase of development. In the fourth phase, NorthStar is expanding its space safety service offering to satellite operators through enhancements to data fusion, quality control, and user experience, as well as the introduction of Launch and Early Orbit Phase (“LEOP”) analysis capabilities.

Management believes the technology and capabilities developed under the LuxIMPULSE program may have broader commercial applications for satellite operators beyond NorthStar’s work with ESA. NorthStar has not yet entered into commercial contracts based on these capabilities, and there can be no assurance that it will do so, or that any such commercialization efforts will generate material revenue.

Additionally, management believes its capabilities developed under the LuxIMPULSE program may be relevant to addressing new regulatory requirements relating to space traffic management and space safety if the European Commission adopts the EU Space Act in its current or a similar form. There can be no assurance that it will be adopted or will not be materially revised during the legislative process.

Spire Litigation

On March 1, 2022, NorthStar entered into a space-as-a-service contract (the “Spire Agreement”) with Spire Global Subsidiary, Inc. (“Spire”) pursuant to which Spire agreed to manufacture, launch and operate four satellites, providing the infrastructure to deliver images and data from space to NorthStar for use with NorthStar’s patented situational awareness technology. In addition to NorthStar’s upfront payments to Spire under the Spire Agreement, Spire agreed to provide NorthStar with US$4,500,000 in vendor financing for services to be rendered by Spire to NorthStar thereunder, through a promissory note bearing interest at an annual rate of 14% from October 20, 2023 to October 20, 2024 and increased to 18% from October 21, 2024 to July 31, 2026.

The four satellites were launched in January 2024. One satellite was lost in space, and the other satellites did not function in accordance with the Spire Agreement’s requirements. Among other things, NorthStar asserted that Spire failed to manufacture and launch four replacement satellites at no additional cost to NorthStar, as required by the Spire Agreement.

On September 30, 2024, NorthStar initiated arbitration proceedings before the International Court of Arbitration of the International Chamber of Commerce (“ICC”) seeking monetary damages and other relief relating to the Spire Agreement. On July 31, 2026, an ICC tribunal issued an award which dismissed NorthStar’s claims and granted Spire’s counterclaim in part. Pursuant to the award, NorthStar was directed to pay to Spire amounts due under the Spire promissory note of US$ 6,759,035, including accrued interest of US$ 2,259,035 for the period from October 20, 2023 to July 31, 2026, as reflected on the accompany condensed consolidated balance sheet as C$9,510,693, including accrued interest of C$906,055. Damages of Spire and legal/arbitration fees and expenses of Spire of C$7,607,588, including accrued interest of C$158,165. This liability has been recorded in general and administrative expense, and in program and technical management. In connection with this decision, NorthStar has reversed the liability of C$3,040,000 associated with the Variable Interest Entity.

Trends and Factors Affecting Our Performance

Our results of operations and financial condition are influenced by several key factors, including:

•        Customer acquisition and retention

•        Revenue growth and pricing dynamics

•        Cost of revenue and gross margin expansion

•        Investment in research and development

•        Scalability of operating infrastructure

•        Geopolitical and regulatory conditions

Components of Results of Operations

Basis of Presentation

Our financial statements are presented in Canadian Dollars “C$”, the parent company’s functional currency, and have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”).

Revenue

Our revenue is derived primarily from contracts with customers to provide engineering, research, technical, and data services.

Operating Expenses

Operating expenses consist of program and technical management expenses, sales and marketing expenses, general and administrative expenses, depreciation and amortization expenses.

Other Expenses, net

Other expenses, net consists of interest income generated from our cash accounts, interest expenses incurred on our outstanding debt obligations, change in fair value of convertible debentures, and research and development tax credits.

Results of Operations

Comparison of the three months ended June 30, 2026 and 2025

Our results of operations for the periods indicated are summarized in the table below:

Comparison of the six months ended June 30, 2026 and 2025

Our results of operations for the periods indicated are summarized in the table below:

Revenue

For the three months ended June 30, 2026

Revenue increased by C$1.9 million, or $44%, to C$6.1 million for the three months ended June 30, 2026 from C$4.2 million for the three months ended June 30, 2025. C$4.7 million of the increase was attributable to revenue recognized under new contracts entered into during the period, partially offset by the wind-down of services under certain contracts of C$2.0 million, and due to decrease in a contract of C$0.8 million.

For the three months ended June 30, 2026, revenue was C$6.1 million, of which 100% of the revenue was derived from contracts with government agencies and other public-sector customers. Our top three customers accounted for approximately 98% of total revenue for three months ended June 30, 2026. In addition, C$1.4 million, or 22% of

revenue for the three months ended June 30, 2026 was recurring in nature, consisting primarily of subscription-based data analytics services, recurring service arrangements, ongoing monitoring services and research and development contracts.

For the six months ended June 30, 2026

Revenue increased by C$2.6 million, or 43%, to C$8.7 million for the six months ended June 30, 2026 from C$6.1 million for the six months ended June 30, 2025. C$6.7 million of the increase was attributable to revenue recognized under new contracts entered into during the period, partially offset by the wind-down of services under certain contracts of C$2.5 million, and due to decrease in a contract of C$0.9 million.

For the six months ended June 30, 2026, revenue was C$8.7 million, of which 100% of the revenue was derived from contracts with government agencies and other public-sector customers. Our top three customers accounted for 84% of total revenue for six months ended June 30, 2026. In addition, C$1.8 million, or 20% of revenue for the six months ended June 30, 2026 was recurring in nature, consisting primarily of subscription-based data analytics services, recurring service arrangements, ongoing monitoring services and research and development contracts.

Program and technical management

For the three months ended June 30, 2026

Program and technical management expenses increased by C$2.4 million, or 96%, to C$4.8 million for the period ended June 30, 2026 from C$2.5 million for the three months ended June 30, 2025. The increase reflected higher third-party data acquisition costs of C$0.6 million and elevated processing costs commensurate with expanded data volumes of C$0.2 million, compensation costs from increased headcount of C$0.4 million, as well as C$1.2 million of expenses of Spire that was directed by the ICC tribunal to be paid by NorthStar to Spire as a part of the Spire litigation settlement.

For the six months ended June 30, 2026

Program and technical management expenses increased by C$2.7 million, or 55%, to C$7.5 million for the period ended June 30, 2026 from C$4.8 million for the six months ended June 30, 2025. The increase reflected higher third-party data acquisition costs of C$0.7 million, elevated processing costs commensurate with expanded data volumes of C$0.4 million, compensation costs from increased headcount of C$0.4 million, as well as C$1.2 million of expenses of Spire that was directed by the ICC tribunal to be paid by NorthStar to Spire as a part of the Spire litigation settlement.

General and administrative

For the three months ended June 30, 2026

General and administrative expenses increased by C$8.9 million to C$9.6 million for the three months ended June 30, 2026 from C$0.7 million for the three months ended June 30, 2025. The increase was driven by higher litigation legal fees/arbitration costs of C$8.3 million, including C$6.3 million of legal fees/arbitration costs of Spire that were directed by the ICC tribunal to be paid by NorthStar to Spire as a part of the Spire litigation settlement, as well as audit and accounting fees of C$0.4 million incurred in connection with the merger.

For the six months ended June 30, 2026

General and administrative expenses increased by C$9.1 million to C$10.8 million for the six months ended June 30, 2026 from C$1.6 million for the six months ended June 30, 2025. The increase was driven by higher litigation legal fees/arbitration costs of C$8.3 million, including C$6.3 million of legal fees/arbitration costs of Spire that were directed by the ICC tribunal to be paid by NorthStar to Spire as a part of the Spire litigation settlement, as well as audit and accounting fees of C$0.6 million incurred in connection with the merger.

Sales and Marketing expenses

For the three months ended June 30, 2026

Sales and marketing expenses increased by C$0.6 million to C$1.3 million for the three months ended June 30, 2026 from C$0.6 million for the three months ended June 30, 2025. The increase was driven by higher communication expenses of C$0.6 million in connection with the merger.

For the six months ended June 30, 2026

Sales and marketing expenses increased by C$0.6 million to C$1.8 million for the six months ended June 30, 2026 from C$1.1 million for the three months ended June 30, 2025. The increase was driven by higher communication expenses in connection with the merger.

Interest expenses

For the three months ended June 30, 2026

Interest expenses increased by C$0.2 million, or 35%, to C$0.7 million for the three months ended June 30, 2026 from C$0.5 million for the period June 30, 2025. The increase was driven by the increase in interest rate of a promissory note during the three months June 30, 2026, compared to the prior period.

For the six months ended June 30, 2026

Interest expenses increased by C$0.3 million, or 33%, to C$1.4 million for the six months ended June 30, 2026 from C$1.0 million for the period June 30, 2025. The increase was driven by the increase in interest rate of a promissory note during the six months June 30, 2026, compared to the prior period.

Change in fair value of convertible debentures

For the three months ended June 30, 2026

Change in fair value of convertible debentures increased to C$0.8 million for the three months ended June 30, 2026, as a result of the fair value of convertible debentures increasing from C$107.3 million to C$108.2 million. The increase was driven by the accretion of three months of interest totaling C$2.6 million, and it was partially offset by the impact of estimated conversion date and by the accrued interest ceased on June 30, 2026 of C$1.8 million.

For the six months ended June 30, 2026

Change in fair value of convertible debentures increased to C$9.2 million for the six months ended June 30, 2026, as a result of the fair value of convertible debentures increased from C$98.9 million to C$108.2 million. The increase was driven by an appreciation of the enterprise value totaling C$4.7 million attributable to an increase in our forecasted by the accretion of six months of interest totaling C$4.5 million.

R&D tax credit

For the three months ended June 30, 2026

R&D tax credit increased by C$0.1 million, or 33%, to C$0.5 million for the three months ended June 30, 2026 from C$0.4 million for the three months ended June 30, 2025. The increase reflected higher enhanced eligibility and higher expenditure limits introduced by the Canadian federal government.

For the six months ended June 30, 2026

R&D tax credit increased by C$0.5 million, or 44%, to C$1.7 million for the six months ended June 30, 2026 from C$1.2 million for the six months ended June 30, 2025. The increase reflected higher enhanced eligibility and higher expenditure limits introduced by the Canadian federal government.

Comparison of the Years Ended December 31, 2025 and 2024

Our results of operations for the periods indicated are summarized in the table below:

Revenue

Revenue increased by C$2.3 million, or 27%, to C$10.6 million for the year ended December 31, 2025 from C$8.4 million for the year ended December 31, 2024. The increase was driven 91% from existing customers and 9% from new customers.

For the year ended December 31, 2025, revenue was C$10.6 million, 100% of the revenue was derived from contracts with government agencies and other public-sector customers. Our top three customers accounted for approximately 91% of total revenue for the year ended December 31, 2025. In addition, approximately C$9.7 million, or 91%, of revenue for the year ended December 31, 2025 was recurring in nature, consisting primarily of subscription-based data analytics services, ongoing monitoring services and research and development contracts, while approximately C$0.9 million, or 9%, was non-recurring or project-based, consisting primarily of research and development contracts.

Program and technical management

Program and technical management expenses increased by C$0.6 million, or 7%, to C$10.3 million for the year ended December 31, 2025 from C$9.6 million for the year ended December 31, 2024. The increase was driven 3.3% by higher purchases of third-party data and increased Amazon Web Services (“AWS”) costs related to processing larger data volumes, as our data center is hosted on AWS.

General and administrative

General and administrative expenses increased by C$1.0 million, or 20%, to C$6.3 million for the year ended December 31, 2025 from C$5.3 million for the year ended December 31, 2024. The increase was driven 30% by higher legal fees due to Spire litigation; the unfavorable variance was partially offset by departed employees and consultants that were not replaced.

Sales and marketing

Sales and marketing expenses decreased by C$1.1 million, or 34%, to C$2.2 million for the year ended December 31, 2025 from C$3.2 million for the year ended December 31, 2024. The decrease was driven 10% by departed employees and 22% by departed consultants that were not replaced.

Depreciation and amortization

Depreciation and amortization expenses were C$2.69 million for the year ended December 31, 2025, compared to C$2.68 million for the year ended December 31, 2024.

Impairment of setup fees and launch costs

Impairment of setup fees and launch costs were nil for the year ended December 31, 2025, compared to C$10.2 million for the year ended December 31, 2024. The decrease was driven entirely by the impairment loss of setup fees and launch costs that were recorded in 2024 due to the failures of the satellites resulting in the inability to retrieve a certain number of images per day pursuant to a Service Level Agreement, which defined the number and quality of those images.

Interest expenses

Interest expenses increased by C$1.1 million, or -83%, to C$2.3 million for the year ended December 31, 2025 from C$1.3 million for the year ended December 31, 2024. The increase was driven entirely by higher interest expenses due to the increase in shareholder loans, increase of the fixed and variable interest rate of the promissory notes, and the increase of compounded interest expense.

Change in fair value of convertible debenture

Change in fair value of convertible debenture increased by C$4.9 million, or -92%, to C$10.3 million for the year ended December 31, 2025 from C$5.3 million for the year ended December 31, 2024. The increase was driven entirely by the increase in accrued interest for the year 2025.

R&D tax credit

R&D tax credit increased by C$0.2 million, or 9%, to C$2.1 million for the year ended December 31, 2025 from C$1.9 million for the year ended December 31, 2024. The increase was driven entirely by higher enhanced eligibility and higher expenditure limits introduced by the Canadian federal government.

Government assistance

Government assistance consists of contribution received from Canadian Space Agency Class Grant and Contribution Program to Support Research, Awareness and Learning in Space Science and Technology (“CSA-STDP”) of C$0.2 million for the funding of a project called “Advancing SSA Data Processing Performance.”

Amounts received from above government assistance program were reflected as reductions of expenses in the consolidated financial statements.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations, and other commitments. We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities.

For the three months ended June 30, 2026 and 2025, we incurred net losses of C$8.3 million and C$3.1 million, respectively, and for the six months ended June 30, 2026 and 2025, we incurred net losses of C$18.7 million and C$8.5 million, respectively. We expect to incur additional losses and increased expenses in future periods as we continue to scale our business, invest in research and development efforts, increase employee headcount and incur additional expenses associated with being a public company.

We expect our capital expenditures and working capital requirements to increase as we scale our business and our commercialization efforts and become a public company. Achieving future profitability will depend on our ability to scale our business, grow our customer base and deployments, manage our expenses, and otherwise successfully execute our business and marketing strategy, obtain adequate financing to fund our business plan and hire and retain appropriate personnel. To date, we have financed our operations primarily from sales of redeemable convertible debentures, preferred stock, governmental loans, and common shares, as well as cash flows from our operations. Following the consummation of the Business Combination, we expect to initially finance our operations with the cash on hand from the Closing and, in the future, may seek additional equity or debt financing to support our continued operations and growth.

Although PIPE Investors have subscribed equity investments that are expected to yield gross proceeds of $30 million, the total amount of cash on hand following the Business Combination is uncertain because we cannot predict the amount of redemptions by Public Shareholders in connection with the Closing of the Business Combination. Even if Public Shareholders redeem 100% of the Public Shares, we expect that our cash on hand will be sufficient to meet our capital requirements for at least one year from the Closing. If the net cash proceeds from the Business Combination are less than expected, we would reduce the pace of our purchase and launch of sensors.

Contractual Obligations, Commitments and Contingencies

Contractual obligations, commitment and contingencies include the following as of June 30, 2026:

•        The Company’s commitment under operating lease relating to office premises amount to approximately present value of lease liabilities of C$0.4 million.

•        Contractual obligations include the following debts:

Short-term debt:

•        Shareholder loans of C$5.6 million

•        Short-term loans of C$2.3 million

•        Advance from a shareholder of C$2.0 million

•        Repayment contribution received from Economic Development Agency of Canada for the Region of Québec (“DEC”) — current portion of loan payable C$1.5 million

•        Repayment contribution received from Strategic Innovation Fund (“SIF”) — current portion of loan payable C$1.0 million

•        Promissory notes of C$11.5 million

•        Leasehold improvement financing-current portion of long-term debt C$0.06 million

Long-term debts

•        Repayment contribution received from Strategic Innovation Fund (“SIF”) of C$8.5 million

•        Repayment contribution received from Economic Development Agency of Canada for the Region of Québec (“DEC”) of C$2.0 million

•        Leasehold improvement financing — long-term debt C$0.04 million

•        Convertible debentures of C$108.2 million

Effective June 30, 2026, the Company entered into an agreement with a satellite operator (the “Vendor”) to integrate ten (10) of the Company’s proprietary (in respect of design and operation) payloads (the “Payloads”) to be hosted on certain of the Vendor’s ’satellites. (each satellite hosting a Company Payload, a “Host Satellite”). The agreement enables the Company to conduct operations, and provide services to its customers, utilizing the satellite and communications infrastructure provided by the Vendor.

The Company committed US$3,550,000 for the installation, integration, and launch of the Payloads, of which US$ 1,000,000 (C$1,421,000) was recorded as long-term prepaid expenses in the accompanying consolidated financial statements. The remaining balance is expected to be disbursed as follows:

Separately on January 28, 2026, the Company signed an ATP with a Vendor for a commencement of the design and fabrication of four optical Payloads and US$ 829,500 were paid during this phase. On July 16, 2026, the Company entered into a full contract agreement with the same Vendor to develop the four optical payloads for contract value US$7,277,808 including amounts previously paid as per the ATP.

Historical Cash Flows

Our consolidated cash flows from operating, investing and financing activities were as follows: