NorthStar Earth & Space Enterprises, Inc.

NorthStar Earth & Space Enterprises, Inc. operates in the commercial space industry, a sector characterized by increasing competition, evolving technologies, and exposure to a range of market, regulatory, and macroeconomic forces. The company's business is subject to market risks, changes in laws and regulations governing research and development activities, environmental regulations and legislation, fluctuations in currency markets, and the effects of climate change, extreme weather events, water scarcity and seismic events. The commercial space industry faces a limited supply of materials and supply chain disruptions, and the company's ability to commercialize its service offering on the expected timeline or at all is a key uncertainty. The company's forward-looking statements identify increased competition in the commercial space industry, national security tensions, and macroeconomic and social environments as factors affecting its business.

The company's competitive positioning centers on its ability to commercialize its service offering, with the principal competitive risk being increased competition in the commercial space industry. The company's business relationships, performance and business generally are identified as factors that could cause actual results to differ materially from expectations. The company's ability to complete and successfully integrate any future acquisitions is also a stated factor affecting its competitive standing. The company's securities trade on the NYSE American under the symbols "NSTR" and "NSTR.WS," and the company is a non-accelerated filer and emerging growth company.

NorthStar Earth & Space Enterprises, Inc. generates revenue primarily through services revenue and grant income. For the six months ended June 30, 2026, on an unaudited pro forma combined basis, services revenue was C$8,354,971 ¹ and grant income was C$330,600 ². The company's business model includes research and development activities and intellectual property, and its operations are subject to laws and regulations governing those activities. The company's primary customer segments and platform dynamics are described in the Proxy Statement/Prospectus under "Business of NorthStar and Certain Information About NorthStar," which is incorporated by reference. The company's revenue mix includes both services revenue and grant income, with grant income representing a smaller portion of total revenue.

The company's product and service lines are described in the Proxy Statement/Prospectus under "Business of NorthStar and Certain Information About NorthStar," which is incorporated by reference. The company's research and development activities and intellectual property are also described in that section and in "NorthStar Management's Discussion and Analysis of Financial Condition and Results of Operations." The company's service offering is subject to commercialization risk, and any failure to commercialize the service offering on the expected timeline or at all is identified as a risk factor. The company's facilities are described in the Proxy Statement/Prospectus under "Business of NorthStar and Certain Information About NorthStar – Facilities."

During the period, NorthStar Earth & Space Enterprises, Inc. consummated its business combination with Viking Acquisition Corp. I on October 1, 2026. The business combination involved the continuation of Viking from the Cayman Islands to Canada, an arrangement under Section 192 of the CBCA, the amalgamation of NewCo and NorthStar, the change of Viking's corporate name to NorthStar Earth & Space Enterprises, Inc., the redesignation of Viking Class A Shares as New NS Common Shares, the creation of a new class of preferred shares, the elimination of Viking Class B Shares, and the exchange of NorthStar securities and equity awards for securities and equity awards of the Company. The PIPE Financing was consummated pursuant to the PIPE Agreements, pursuant to which the PIPE Investors purchased NorthStar Ordinary Shares that were exchanged for an aggregate of 3,000,000 New NS Common Shares ³, for an aggregate purchase price of $30.0 million ⁴, and received NorthStar PIPE Warrants that were exchanged for New NS PIPE Warrants to acquire an aggregate of 3,000,000 New NS Common Shares ⁵ at an exercise price of $11.50 per share ⁶. The Sponsor transferred an aggregate of 3,000,000 Viking Class B Shares ⁷ to the PIPE Investors. The Company issued 500,000 New NS Common Shares ⁸ to the Sponsor pursuant to the Sponsor Letter Agreement. Following the Closing, up to 10,000,000 additional New NS Common Shares ⁹ 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% ¹⁰ of any New NS Earnout Shares issued if the applicable trading-price condition set forth in the Sponsor Letter Agreement is satisfied. Redemptions of 22,171,468 New Viking Class A Shares ¹¹ occurred in connection with the Business Combination.

On an unaudited pro forma combined basis as of June 30, 2026, after giving effect to the Business Combination and the related transactions, the company's cash was C$33,954,229 ¹², total assets were C$50,190,664 ¹³, total liabilities were C$165,287,260 ¹⁴, and total shareholders' deficit was C$(115,096,596) ¹⁵. For the six months ended June 30, 2026, on a pro forma combined basis, services revenue was C$8,354,971 ¹⁶, grant income was C$330,600 ¹⁷, loss from operations was C$(14,601,665) ¹⁸, total other expense (net) was C$(3,065,196) ¹⁹, and net loss was C$(11,536,469) ²⁰. Pro forma weighted average number of shares outstanding - basic and diluted was 41,322,854 ²¹, and pro forma net loss per share - basic and diluted was C$(0.28) ²². As of October 1, 2026, the issuer had 41,322,854 Common Shares ²³ outstanding. NorthStar did not pay cash dividends on its share capital prior to the consummation of the Business Combination, and the company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends or make other distributions to holders of New NS Common Shares in the foreseeable future.

The company's forward-looking statements reflect current views with respect to the Business Combination, capital resources, performance and results of operations, and include statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations. The company's forward-looking statements are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or implied. The company does not guarantee that the events described will happen as described or that they will happen at all. The company's forward-looking statements representing post-closing expectations are inherently uncertain, and estimates such as expected revenue, production, operating expenses, EBITDA, general and administrative expenses, capital expenditures, free cash flow, net debt, reserves and other measures are preliminary in nature. There can be no assurance that the forward-looking statements will prove to be accurate, and reliance should not be placed on these estimates.

The company's growth vectors include the commercialization of its service offering, which is subject to the risk that any failure to commercialize the service offering on the expected timeline or at all could adversely affect the company. The company's ability to complete and successfully integrate any future acquisitions is also a stated growth vector. The company's research and development activities and intellectual property are described in the Proxy Statement/Prospectus under "Business of NorthStar and Certain Information About NorthStar" and "NorthStar Management's Discussion and Analysis of Financial Condition and Results of Operations." The company's forward-looking statements include anticipated growth in operations and anticipated market conditions.

The company's growth vectors also include the potential issuance of up to 10,000,000 additional New NS Common Shares ²⁴ to the Earnout Recipients upon the achievement of the applicable revenue-based performance targets. The Sponsor will be entitled to receive 10% ²⁵ of any New NS Earnout Shares issued if the applicable trading-price condition set forth in the Sponsor Letter Agreement is satisfied. The company's ability to meet the applicable listing requirements or maintain the listing of its securities on the NYSE American is a stated factor affecting its business. The company's forward-looking statements include statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations.

The company's margin and cost outlook is subject to the effects of climate change, extreme weather events, water scarcity and seismic events, and the effectiveness of strategies to address these issues. The company's cost structure is also subject to fluctuations in currency markets and limited supply of materials and supply chain disruptions. The company's forward-looking statements include estimates such as expected revenue, production, operating expenses, EBITDA, general and administrative expenses, capital expenditures, free cash flow, net debt, reserves and other measures, which are preliminary in nature. The company's ability to raise other capital needed on favorable terms or at all is a stated risk factor.

The company's operational outlook is subject to laws and regulations governing its research and development activities, and changes in such laws and regulations. The company's operations are also subject to environmental regulations and legislation. The company's facilities are described in the Proxy Statement/Prospectus under "Business of NorthStar and Certain Information About NorthStar – Facilities." The company's employees are described in the Proxy Statement/Prospectus under "Business of NorthStar and Certain Information About NorthStar – Employees." The company's forward-looking statements include anticipated growth in operations and anticipated market conditions.

The company's capital allocation priorities include retaining future earnings, if any, to finance the further development and expansion of its business. The company does not intend to pay cash dividends or make other distributions to holders of New NS Common Shares in the foreseeable future. Any future determination to pay dividends or make other distributions will be made at the discretion of the board of directors, subject to applicable law and the rights of holders of any preferred shares or other class of shares ranking senior to the New NS Common Shares. The company's capital resources, performance and results of operations are subject to market risks and other factors.

The company's headwinds and constraints include market risks, potential difficulties in employee retention as a result of the Business Combination, the outcome of any legal proceedings that may be instituted against NorthStar relating to the Business Combination Agreement or the Business Combination, failure to realize the anticipated benefits of the Business Combination, the inability to meet the applicable listing requirements or maintain the listing of its securities on the NYSE American, and the risk that the price of its securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national security tensions, and macroeconomic and social environments affecting its business. The company's business is also subject to laws and regulations governing its research and development activities, and changes in such laws and regulations, environmental regulations and legislation, the effects of climate change, extreme weather events, water scarcity and seismic events, and the effectiveness of strategies to address these issues, fluctuations in currency markets, the company's ability to complete and successfully integrate any future acquisitions, increased competition in the commercial space industry, limited supply of materials and supply chain disruptions, and the risk that other capital needed by the company may not be raised on favorable terms or at all.

The company's geographic, regulatory, and macro factors include the company's incorporation under the Canada Business Corporations Act, its principal executive offices in Montreal, Québec, and its status as a foreign private issuer incorporated in a qualifying jurisdiction. The company is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and its executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. The company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers whose securities are registered under the Exchange Act. The company's forward-looking statements include statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations.

The company's business is subject to significant risks, including market risks, potential difficulties in employee retention as a result of the Business Combination, the outcome of any legal proceedings that may be instituted against NorthStar relating to the Business Combination Agreement or the Business Combination, failure to realize the anticipated benefits of the Business Combination, the inability to meet the applicable listing requirements or maintain the listing of its securities on the NYSE American, and the risk that the price of its securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, national security tensions, and macroeconomic and social environments affecting its business. The company's business is also subject to laws and regulations governing its research and development activities, and changes in such laws and regulations, environmental regulations and legislation, the effects of climate change, extreme weather events, water scarcity and seismic events, and the effectiveness of strategies to address these issues, fluctuations in currency markets, the company's ability to complete and successfully integrate any future acquisitions, increased competition in the commercial space industry, limited supply of materials and supply chain disruptions, and the risk that other capital needed by the company may not be raised on favorable terms or at all. The company's forward-looking statements are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or implied. The company's forward-looking statements representing post-closing expectations are inherently uncertain, and estimates such as expected revenue, production, operating expenses, EBITDA, general and administrative expenses, capital expenditures, free cash flow, net debt, reserves and other measures are preliminary in nature. There can be no assurance that the forward-looking statements will prove to be accurate, and reliance should not be placed on these estimates.

Management's message to shareholders emphasizes the completion of the Business Combination with Viking Acquisition Corp. I on October 1, 2026, and the company's positioning as NorthStar Earth & Space Enterprises, Inc. The company's forward-looking statements reflect current views with respect to the Business Combination, capital resources, performance and results of operations, and include statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations. Management's strategic priorities include the commercialization of the company's service offering, the integration of any future acquisitions, and the retention of future earnings, if any, to finance the further development and expansion of the business. The company does not intend to pay cash dividends or make other distributions to holders of New NS Common Shares in the foreseeable future. Management's forward-looking statements are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or implied. The company's forward-looking statements representing post-closing expectations are inherently uncertain, and estimates such as expected revenue, production, operating expenses, EBITDA, general and administrative expenses, capital expenditures, free cash flow, net debt, reserves and other measures are preliminary in nature. There can be no assurance that the forward-looking statements will prove to be accurate, and reliance should not be placed on these estimates.