NorthStar closes merger with about $4.6M for operations
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
NorthStar Earth & Space Enterprises, Inc. (NSTR) completed its business combination with NorthStar Earth and Space Inc. and Viking NS Amalgamation Corp. on October 1, 2026. The transaction included a $30 million PIPE financing; 22,171,468 public shares were redeemed for $228,828,476. There were 41,322,854 New NorthStar shares issued and outstanding immediately after closing, and approximately $4.6 million of cash was available for operations after transaction costs.
For the nine months ended September 30, 2026, the pre-combination company reported net income of $2,359,319, including $5,911,745 of trust-account interest income, and no operating revenue; it recorded a $213,504 net loss for the third quarter. The October 1 closing eliminated its liquidation requirement and, management said, alleviated conditions that had raised substantial doubt about its ability to continue as a going concern.
A July 31, 2026 ICC award dismissed NorthStar Earth and Space Inc.’s claims and partly granted Spire Global Subsidiary, Inc.’s counterclaim. NorthStar was directed to pay US$6,759,035 under a promissory note and C$7,607,588 in damages and fees; it paid US$2,773,554 on October 28, 2026, and expected to pay US$4,155,545 and C$1,217,892 in November 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointThe October 1 closing alleviated substantial doubt and eliminated the liquidation requirement.
Negative
- Major pointThe ICC award directed NorthStar to pay Spire US$6,759,035 and C$7,607,588. 5.8% of market cap
Filing Explained
Up to 10 million earnout shares remain conditional; warrants and options are separate potential share issuances, not part of the post-close share count.
After the October 1 combination closed, the filing identifies up to 10,000,000 additional shares that may be issued to earnout recipients if revenue-based targets are met; those shares are not included in the 41,322,854 shares outstanding immediately after closing. If issued, they would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.
The Sponsor would receive 10% of any earnout shares issued if the separate trading-price condition in its letter agreement is satisfied. Separately, immediately after closing, 7,886,643 warrants and 3,000,000 PIPE warrants were outstanding, along with options to acquire 652,084 shares; these are potential share issuances, not shares already outstanding. The warrants have an $11.50 exercise price, and the filing says cash exercise requires an effective registration statement covering the shares and a current prospectus, unless a stated cashless-exercise route applies.
Key Figures
Key Terms
reverse recapitalization technical
PIPE Financing financial
Earnout Shares financial
Revenue Run Rate financial
deferred underwriting fee financial
Class A ordinary shares subject to possible redemption financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much cash did NSTR have after the October 1, 2026 closing?
What payments did the ICC award require from NorthStar?
How many earnout shares may NSTR issue?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
(formerly known as Viking Acquisition Corp. I)
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
(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)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company | ||||
If an emerging growth company, 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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 10, 2026, there were
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page | ||
| Part I. Financial Information | ||
| Item 1. Interim Financial Statements | 1 | |
| Condensed Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 | 1 | |
| Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2026 and for the Period from July 24, 2025 (inception) through September 30, 2025 (Unaudited) | 2 | |
| Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2026 and for the Period from July 24, 2025 (inception) through September 30, 2025 (Unaudited) | 3 | |
| Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2026 and for the Period from July 24, 2025 (inception) through September 30, 2025 (Unaudited) | 4 | |
| Notes to Condensed Financial Statements (Unaudited) | 5 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 23 | |
| Item 4. Controls and Procedures | 23 | |
| Part II. Other Information | ||
| Item 1. Legal Proceedings | 24 | |
| Item 1A. Risk Factors | 24 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 24 | |
| Item 3. Defaults Upon Senior Securities | 24 | |
| Item 4. Mine Safety Disclosures | 24 | |
| Item 5. Other Information | 24 | |
| Item 6. Exhibits | 25 | |
| Signatures | 26 |
i
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
CONDENSED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Long-term prepaid insurance | ||||||||
| Cash and marketable securities held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accrued offering costs | $ | $ | ||||||
| Accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Deferred underwriting fee | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Class A ordinary shares subject to possible redemption, $ | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ | — | — | ||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | — | — | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
For the from July 24, 2025 (inception) Through September 30, |
||||||||||
| 2026 | 2026 | 2025 | ||||||||||
| General and administrative costs | $ | $ | $ | |||||||||
| Share-based compensation expense | — | — | ||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income: | ||||||||||||
| Interest income on marketable securities held in Trust Account | — | |||||||||||
| Total other income | — | |||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | |||||
| Weighted average shares outstanding of Class A ordinary shares, basic and diluted | — | |||||||||||
| Basic and diluted net income (loss) per share, Class A ordinary shares | $ | ( | ) | $ | — | |||||||
| Weighted average shares outstanding, Class B ordinary shares, basic and diluted(1) | ||||||||||||
| Basic and diluted net income (loss) per share, Class B ordinary shares | $ | ( | ) | $ | $ | ( | ) | |||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
| Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated | Total Shareholders’ |
||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – March 31, 2026 (unaudited) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance – June 30, 2026 (unaudited) | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – September 30, 2026 (unaudited) | $ | $ | $ | — | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
FOR THE PERIOD FROM JULY 24, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025
| Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in | Accumulated | Total Shareholders’ |
||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — July 24, 2025 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Issuance of Class B ordinary shares to Initial Shareholders (1) | — | — | — | |||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – September 30, 2025 (unaudited) | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For The Nine Months Ended September 30, |
For The Period from July 24, 2025 (Inception) To September 30, |
|||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $( | ||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Payment of formation costs through promissory note – related party | — | |||||||
| Payment of general and administrative costs through promissory note – related party | — | |||||||
| Share-based compensation expense | — | |||||||
| Interest income earned on marketable securities held in Trust Account | ( | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | — | |||||||
| Prepaid insurance | — | |||||||
| Accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | — | |||||
| Cash Flows from Financing Activities: | ||||||||
| Payment of offering costs | ( | ) | — | |||||
| Net cash used in financing activities | ( | ) | — | |||||
| Net Change in Cash | ( | ) | — | |||||
| Cash – Beginning of period | — | |||||||
| Cash – End of period | $ | $ | — | |||||
| Non-Cash investing and financing activities: | ||||||||
| Deferred offering costs included in accrued offering costs | $ | — | $ | |||||
| Deferred offering costs paid through promissory note – related party | $ | — | $ | |||||
| Deferred offering costs paid by Initial Shareholders in exchange for issuance of Class B ordinary shares | $ | — | $ | |||||
| Prepaid expenses paid by Initial Shareholders in exchange for issuance of Class B ordinary shares | $ | — | $ | |||||
| Prepaid expenses paid by Sponsor through promissory note – related party | $ | — | $ | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Note 1 — Description of Organization and Business Operations
Organization and General
NorthStar Earth & Space Enterprises, Inc. (formerly known as Viking Acquisition Corp. I) (the “Company”) was incorporated as a Cayman Islands exempted company on
As of September 30, 2026, the Company had not yet commenced operations. All activity for the period from
Sponsor and Financing
The Company’s sponsor is Viking Acquisition Sponsor I, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on October 30, 2025 (the “IPO Registration Statement”). On November 3, 2025, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale (the “Private Placement”) of an aggregate of
Transaction costs amounted to $
The Trust Account
Following the closing of the Initial Public Offering, on November 3, 2025, an amount of $
Prior to the Closing, the Company’s first amended and restated memorandum and articles of association provided that, other than the taxes payable (as defined below), if any, none of the funds held in the Trust Account would be released until the earlier of (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $
5
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
On September 28, 2026, in connection with the Business Combination, holders of
Initial Business Combination
The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering were intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination was required to occur with one or more target businesses that together have an aggregate fair market value of at least
Under its first amended and restated memorandum and articles of association, the Company, after signing a definitive agreement for an Initial Business Combination, was required to either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account (net of amounts withdrawn to pay taxes (“taxes payable”)), (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under New York Stock Exchange rules.
Prior to the Closing, pursuant to the Company’s first amended and restated memorandum and articles of association, if the Company had been unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company would have been required to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned (which interest shall be net of taxes payable and up to $
In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein.
6
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
On April 16, 2026, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with NorthStar Earth and Space Inc., a corporation existing under the Canadian Corporate Statute (“NorthStar”), and Viking NS Amalgamation Corp., a corporation existing under the Canadian Corporate Statute (“NewCo”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,” the closing of the Business Combination is referred to herein as the “Closing” and the date on which the Closing occurs is referred to herein as the “Closing Date.” In connection with the Closing, the Company changed its name to “NorthStar Earth & Space Enterprises, Inc.,” and the Company is referred to herein as “New NorthStar” as of the time following such change of name.
Subject to its terms and conditions, the Business Combination Agreement provided, among other things, that (1) at least one business day prior to the Closing Date, the Company would continue from the Cayman Islands to Canada (the “SPAC Continuation”), (2) NorthStar would conduct the Company Reorganization (as defined in the Business Combination Agreement), whereby certain NorthStar loans, debentures, and Company Securities (as defined in the Business Combination Agreement) would be exchanged for or converted into Company Shares, (3) NewCo would amalgamate with and into NorthStar (the “Amalgamation”), with NewCo surviving the Amalgamation as a wholly owned subsidiary of New NorthStar, pursuant to an arrangement under the applicable provisions of the Canada Business Corporations Act (the “CBCA”) and the plan of arrangement in form to be agreed upon by the parties, and (4) New NorthStar would adopt amended and restated articles in a form to be agreed upon by the parties.
Concurrently with the execution of the Business Combination Agreement, on April 16, 2026, the Company and NorthStar entered into Securities Purchase Agreements (the “PIPE Agreement”) with certain institutional investors (the “PIPE Investors”). Pursuant to the PIPE Agreement, the PIPE Investors agreed to subscribe for and purchase, and NorthStar agreed to issue and sell to the PIPE Investors, immediately prior to the Closing, an aggregate number of shares of NorthStar equal to $
On May 15, 2026, the Company, NorthStar and NewCo entered into Amendment No. 1 to Business Combination Agreement (the “Amendment”). The Amendment (i) revises the sequencing and mechanics of certain transactions contemplated by the Business Combination Agreement, including providing that the redemption of the Company’s public shares will occur prior to the Company’s continuation from the Cayman Islands to Canada and prior to the Closing; (ii) updates the structure and steps of the transactions to be effected at Closing, including with respect to share conversions, warrant conversions and equity exchanges in connection with the Amalgamation; (iii) clarifies the intended U.S. and Canadian tax treatment of the transactions; and (iv) makes related conforming and definitional changes to the Business Combination Agreement.
On July 15, 2026, the Company, NorthStar and NewCo entered into Amendment No. 2 to Business Combination Agreement (“Amendment No. 2”). Amendment No. 2 amends and restates the definition of “Revenue Run Rate” in Section 2.10(d) of the Business Combination Agreement, which is used to determine whether the revenue-based performance targets for the issuance of the Earnout Shares (as defined in Note 10) have been achieved, to include Grant Income (as defined in the Business Combination Agreement), in addition to Service Revenue and R&D Funding. For purposes of the Revenue Run Rate, Grant Income is considered on an annualized basis such that any Grant Income received once per year, or received in two or more distinct quarters and added together, is divided by four (4) and allocated ratably over the course of four calendar quarters, in each case as reported in the Company’s annual or interim financial statements for the applicable period. Except as set forth in Amendment No. 2, all other terms and provisions of the Business Combination Agreement remain unchanged and in full force and effect.
On October 1, 2026, the Company consummated its previously announced business combination with NorthStar and NewCo pursuant to the terms of the Business Combination Agreement (see Note 10).
Risks and Uncertainties
Prior to the Closing, the Company’s ability to complete an Initial Business Combination could have been adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an Initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company consummated the Business Combination on October 1, 2026 (see Note 10).
7
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Liquidity and Capital Resources
Prior to the consummation of the Business Combination, conditions existed that raised substantial doubt regarding the Company's ability to continue as a going concern, primarily due to the Company's scheduled liquidation date and its ability to meet its obligations. On October 1, 2026, the Company consummated its business combination with NorthStar and NewCo. The consummation of the Business Combination eliminated the requirement for the Company to liquidate pursuant to its prior organizational documents. Management has evaluated the impact of the Business Combination on the Company's liquidity and ability to meet its obligations and determined that the conditions that previously raised substantial doubt have been alleviated.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements are presented in U.S. dollars. Unless otherwise indicated, all references to “$” or “US$” in these unaudited condensed financial statements are to U.S. dollars, and references to “C$” are to Canadian dollars.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 18, 2026. The interim results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
Emerging Growth Company
As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The significant accounting estimates included in these unaudited condensed financial statements are the determination of the fair value of the warrants and share-based compensation. Accordingly, the actual results could differ significantly from those estimates.
8
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $
Cash and Marketable Securities Held in Trust Account
The Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of September 30, 2026, the assets held in the Trust Account, amounting to $
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, including cash held in the Trust Account, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.
Offering Costs
The Company complies with the requirements of the FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consisted principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares are charged to temporary equity. Offering costs allocated to the Public Warrants and the Private Placement Units are charged to shareholders’ deficit as, after management’s evaluation, the underlying instruments are accounted for as equity classified.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. On October 1, 2026, in connection with the Closing, the Company continued from the Cayman Islands to Canada pursuant to the SPAC Continuation and, for periods thereafter, is subject to Canadian income tax (see Note 10).
9
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Warrant Instruments
The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
Share-Based Payment Arrangements
The Company accounts for share awards in accordance with FASB ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the share.
Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Initial Business Combination. In accordance with FASB ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Public Shares for which redemption requests have been submitted remain classified as temporary equity until the redemption becomes unconditional upon the consummation of the Initial Business Combination, as such requests may be withdrawn prior to, and the redemptions are conditioned upon, the closing. Accordingly, the
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Warrants | ( | ) | ||
| Public Shares issuance costs | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, December 31, 2025 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, March 31, 2026 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, June 30, 2026 | $ | |||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A ordinary shares subject to possible redemption, September 30, 2026 | $ |
Net Income (loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income (loss) per Ordinary Share (as defined in Note 7) is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
10
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement, since the average price of the Ordinary Shares for the three and nine months ended September 30, 2026 was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase
The following tables reflect the calculation of basic and diluted net income (loss) per Ordinary Share:
| For the Three Months Ended September 30, 2026 | For the Nine Months Ended September 30, 2026 | For The Period from July 24, 2025 (Inception) To September 30, 2025 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||
| Basic and diluted net income (loss) per ordinary share | ||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||
| Allocation of net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | $ | — | $ | ( | ) | |||||||||||
| Denominator: | ||||||||||||||||||||||||
| Basic and diluted weighted average Ordinary Shares outstanding | — | |||||||||||||||||||||||
| Basic and diluted net income (loss) per Ordinary Share | $ | ( | ) | $ | ( | ) | $ | $ | $ | — | $ | ( | ) | |||||||||||
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering on November 3, 2025, the Company sold
Note 4 — Private Placement
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
The Private Placement Warrants included in the Private Placement Units are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, underwriters, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).
11
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Note 5 — Related Party Transactions
Founder Shares
On July 24, 2025, the Company issued an aggregate of
Certain of the Strategic Partners and Senior Advisors invested in KingsRock Viking Acquisition, LLC, and through it, indirectly in the Sponsor, thereby sharing in the appreciation of Founder Shares and Private Placement Units held by the Sponsor, provided that the Company successfully complete a Business Combination. However, such parties will have no right to control KingsRock Viking Acquisition, LLC or the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor prior to the consummation of a Business Combination. In addition, each of the Company’s four independent directors have purchased membership interests in KingsRock Viking Acquisition, LLC for $
The third-party valuation firm valued the Founder Shares as of September 15, 2025. The probability of de-SPAC and instrument specific market adjustment was assumed to be
The Sponsor, officers, and directors agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) six months after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, the date on which the Company consummates a transaction which results in the shareholders having the right to exchange their shares for cash, securities, or other property subject to certain limited exceptions.
Registration Rights
The holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the Founder Shares and any Class A ordinary shares held by the Sponsor, officers, and directors at the completion of the Initial Public Offering or acquired prior to or in connection with the Initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed with the initial shareholders and the representative of the underwriters prior to or on the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to make up to three demands and have “piggyback” registration rights. The representative of the underwriters may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which the prospectus for the Initial Public Offering forms a part and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
12
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Administrative Support Agreement
Commencing on October 31, 2025, the date that the Company’s securities are first listed in New York Stock Exchange, the Company agreed to reimburse an affiliate of the managers of the Sponsor, KingsRock, in an amount equal to up to $
Promissory Note
On July 24, 2025, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $
Working Capital Loans
In addition, in order to finance transaction costs in connection with its Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its Initial Business Combination, the Company will repay the Working Capital Loans. In the event that the Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. If the Sponsor makes any Working Capital Loans, up to $
Note 6 — Commitments and Contingencies
Underwriting Agreement
The Company granted the underwriters a
The underwriters were entitled to a cash underwriting discount of $
Additionally, the underwriters are entitled to a deferred underwriting discount of
Service Provider Agreements
The Company has entered into service provider agreements with legal, advisory, accounting and other professional service providers in connection with its proposed Business Combination. Certain fees under these agreements are contractually payable upon the closing of the Business Combination. The Company recognizes the related costs as accrued expenses as the underlying services are rendered. Accrued amounts related to services performed through the reporting date are included in accrued expenses in the accompanying condensed financial statements.
Note 7 — Shareholders’ Deficit
Preference Shares
The Company is authorized to issue
13
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Ordinary Shares
The authorized ordinary shares of the Company includes up to
As of September 30, 2026 and December 31, 2025, there were
Warrants
As of September 30, 2026 and December 31, 2025, there were
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire
The Company is not registering Public Shares issuable upon exercise of the warrants at this time. However, following the consummation of the Initial Business Combination, under the terms of the warrant agreement, the Company has agreed that as soon as practicable, but in no event later than fifteen (
14
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $
| ● | In whole and not in part; |
| ● | At a price of $ |
| ● | Upon not less than |
| ● | if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $ |
The Private Placement Warrants contained in the Private Placement Units will be non-redeemable. The Private Placement Warrants may also be exercised for cash or on a “cashless basis.” The Private Placement Warrants will not expire except upon liquidation.
Note 8 — Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
As of September 30, 2026, the assets held in the Trust Account were held in cash and, accordingly, were not measured at fair value on a recurring basis. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | December 31, 2025 | ||||||
| Assets: | ||||||||
| Cash and marketable securities held in Trust Account | 1 | $ | ||||||
15
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
The fair value of the Public Warrants at issuance on November 3, 2025 was $
| November 3, 2025 | ||||
| Underlying stock price | $ | |||
| Exercise price | $ | |||
| Volatility | % | |||
| Probability of de-SPAC and market adjustment | % | |||
| Risk-free rate | % | |||
| Expected term to de-SPAC (years) | ||||
| Warrant term (years) | ||||
Note 9 — Segment Information
FASB ASC Topic 280, “Segment Reporting”, establishes standards for companies to report, in their unaudited condensed financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cash | $ | $ | ||||||
| Cash and marketable securities held in Trust Account | $ | $ | ||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | For the (inception) Through September 30, | ||||||||||
| 2026 | 2026 | 2025 | ||||||||||
| General and administrative costs | $ | $ | $ | |||||||||
| Interest income on marketable securities held in Trust Account | $ | $ | $ | — | ||||||||
| Share-based compensation expense | $ | — | $ | — | $ | |||||||
16
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
The CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM will review the interest that will be earned and accrued on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an Initial Business Combination or similar transaction within the period the Company has to complete an Initial Business Combination. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the accompanying unaudited condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the accompanying unaudited condensed statement of operations and described within their respective disclosures.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustments or disclosure in the unaudited condensed financial statements.
Business Combination
On October 1, 2026, the Company consummated the Business Combination with NorthStar and NewCo pursuant to the terms of the Business Combination Agreement, as amended by the Amendment and Amendment No. 2 (see Note 1). In connection with the Closing, the Company changed its corporate name from “Viking Acquisition Corp. I” to “NorthStar Earth & Space Enterprises, Inc.”
Overview of the Business Combination
The Business Combination Agreement provided for, among other things and subject to the terms and conditions thereof, (i) the SPAC Continuation, pursuant to which the Company continued from the Cayman Islands to Canada in accordance with the Cayman Islands Companies Act (As Revised) and the CBCA; (ii) an arrangement under Section 192 of the CBCA (the “Arrangement”), pursuant to which, among other things, NewCo and NorthStar completed 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 Company’s corporate name to “NorthStar Earth & Space Enterprises, Inc.”; (iv) the adoption of new articles by the Company, pursuant to which all outstanding Class A ordinary shares were redesignated as common shares of the Company, no par value (the “New NorthStar Shares”), a new class of preferred shares was created and the Class B ordinary 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 NorthStar Shares and the New NorthStar Public Warrants (as defined below) on the NYSE American LLC (“NYSE American”).
Pre-Closing Transactions
On or immediately prior to the Amalgamation and following the SPAC Continuation, among other things, (i) NorthStar completed the Company Reorganization contemplated by the plan of arrangement in respect of the Arrangement (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 subscription and purchase contemplated by the PIPE Agreement (the “PIPE Financing”) was consummated, pursuant to which the PIPE Investors purchased shares of NorthStar (the “NorthStar Ordinary Shares”) that were exchanged pursuant to the Amalgamation for an aggregate of
17
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Closing Transactions
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 (as defined in the Business Combination Agreement) were duly exercised, was exchanged for that number of New NorthStar Shares equal to the Exchange Ratio (as defined in the Business Combination Agreement); (iii) each then-issued and outstanding NorthStar PIPE Warrant was exchanged for one New NorthStar PIPE Warrant to acquire one New NorthStar Share at an exercise price of $
Earnout Shares
Following the Closing, up to
Accounting Treatment
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although the Company acquired all of the outstanding equity interests of NorthStar in the Business Combination, the Company will be treated as the “acquired” company and NorthStar will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of NorthStar issuing shares for the net assets of the Company, accompanied by a recapitalization, with the net assets of the Company stated at historical cost and no goodwill or other intangible assets recorded.
Trust Account, Transaction Costs and Capitalization
In connection with the Closing, the Company paid an aggregate of $
Pursuant to the underwriting agreement (see Note 6), the deferred underwriting fee was entirely variable and was payable only with respect to the gross proceeds of the Initial Public Offering ($
In addition, at the Closing, $
18
NORTHSTAR EARTH & SPACE ENTERPRISES, INC.
(F/K/A VIKING ACQUISITION CORP. I)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2026
(UNAUDITED)
Immediately following the Closing, there were
Listing of Securities
Prior to the Closing, the Class A ordinary shares and the Public Warrants traded on the New York Stock Exchange under the symbols “VACI” and “VACI WS,” respectively. On October 2, 2026, the New NorthStar Shares and the New NorthStar Public Warrants began trading on the NYSE American under the symbols “NSTR” and “NSTR.WS,” respectively.
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$
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 within a commercially reasonable timeframe, 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$
The ICC has delivered its decision on NorthStar’s August 31, 2026 Article 36(2) Application For Correction, or in the Alternative, Interpretation, which has not altered payments due under the award. NorthStar has commenced making payments to Spire with respect to the award, having made a payment of US$
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to NorthStar Earth & Space Enterprises, Inc. (formerly known as Viking Acquisition Corp. I) and, unless the context otherwise requires, to the Company prior to the consummation of the Business Combination (as defined below). References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Viking Acquisition Sponsor I, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Unless otherwise indicated, all references to “$” or “US$” in this Quarterly Report are to U.S. dollars, and references to “C$” are to Canadian dollars.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including the ability to realize the anticipated benefits of the Business Combination. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”), the risk factors described in the proxy statement/prospectus filed with the SEC on August 12, 2026 and the Company’s other filings on EDGAR. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
Prior to the consummation of the Business Combination on October 1, 2026, we were a blank check company incorporated in the Cayman Islands on July 24, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Initial Business Combination with one or more businesses.
On October 1, 2026, we consummated the Business Combination with NorthStar (as defined below), as described below under “Recent Developments.”
Recent Developments
On April 16, 2026, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with NorthStar Earth and Space Inc., a corporation existing under the Canadian Corporate Statute (“NorthStar”), and Viking NS Amalgamation Corp., a corporation existing under the Canadian Corporate Statute (“NewCo”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination,” and the closing of the Business Combination is referred to herein as the “Closing.” On May 15, 2026, we, NorthStar and NewCo entered into Amendment No. 1 to Business Combination Agreement, which, among other things, revised the sequencing and mechanics of certain transactions contemplated by the Business Combination Agreement, including providing that the redemption of our Public Shares would occur prior to our continuation from the Cayman Islands to Canada and prior to the Closing. The Business Combination Agreement was further amended by Amendment No. 2 to Business Combination Agreement, dated as of July 15, 2026, which amended the definition of “Revenue Run Rate” used to determine the achievement of the revenue-based earnout targets to include annualized Grant Income (as defined in the Business Combination Agreement), in addition to Service Revenue and R&D Funding.
Concurrently with the execution of the Business Combination Agreement, on April 16, 2026, we and NorthStar entered into Securities Purchase Agreements (the “PIPE Agreement”) with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, immediately prior to the Closing, an aggregate number of shares of NorthStar equal to $30 million of New NorthStar Shares (as defined below), on an as exchanged basis, as well as warrants to purchase shares of NorthStar which were to be converted into warrants to acquire 3,000,000 New NorthStar Shares at the Closing (the “PIPE Financing”). In addition, the Sponsor agreed to transfer to the PIPE Investors an aggregate of 3,000,000 Founder Shares at the Closing and we agreed to issue 500,000 New NorthStar Shares to the Sponsor.
On September 28, 2026, in connection with the Business Combination, holders of 22,171,468 Public Shares submitted requests to redeem their shares for a pro rata portion of the funds in the Trust Account, or approximately $10.3209 per share, for an aggregate redemption amount of $228,828,476. Such redemption requests could be withdrawn at any time prior to the Closing, and the redemptions were conditioned upon the consummation of the Business Combination. Because the Business Combination had not been consummated as of September 30, 2026, all 23,000,000 Public Shares, including those for which redemption requests had been submitted, are presented as Class A ordinary shares subject to possible redemption in our condensed balance sheet as of September 30, 2026. In connection with the Closing, the $228,828,476 was paid from the Trust Account to the redeeming shareholders, following which 828,532 Public Shares remained outstanding.
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On October 1, 2026, we consummated the Business Combination. In connection with the Closing, among other things, (i) we continued from the Cayman Islands to Canada; (ii) NewCo and NorthStar amalgamated (the “Amalgamation”), with NewCo surviving the Amalgamation as our wholly owned subsidiary; (iii) we changed our corporate name from “Viking Acquisition Corp. I” to “NorthStar Earth & Space Enterprises, Inc.”; (iv) all outstanding Class A ordinary shares were redesignated as common shares, no par value (the “New NorthStar Shares”), and the Class B ordinary shares were eliminated; (v) the PIPE Financing was consummated; and (vi) each outstanding Public Warrant and Private Placement Warrant was amended to become a warrant exercisable for New NorthStar Shares. Immediately following the Closing, there were 41,322,854 New NorthStar Shares issued and outstanding (see Note 10 to the unaudited condensed financial statements included in this Quarterly Report for the components of such shares). On October 2, 2026, the New NorthStar Shares and the New NorthStar Public Warrants began trading on the NYSE American LLC under the symbols “NSTR” and “NSTR.WS,” respectively.
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP, under which NorthStar will be treated as the accounting acquirer for financial statement reporting purposes. Following the Closing, up to 10,000,000 additional New NorthStar Shares may be issued to the Earnout Recipients (as defined in the Business Combination Agreement) upon the achievement of the applicable revenue-based performance targets. For additional information, see Note 10 to the unaudited condensed financial statements included in this Quarterly Report.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 24, 2025 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, identifying a target company for an Initial Business Combination and activities in connection with the Business Combination. We did not generate any operating revenues prior to the completion of the Business Combination. Subsequent to the Initial Public Offering, we generated non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2026, we had a net loss of $213,504, which consisted of $1,996,896 of general and administrative costs, partially offset by interest earned on cash and marketable securities held in Trust Account of $1,783,392.
For the nine months ended September 30, 2026, we had a net income of $2,359,319, which consisted of interest earned on cash and marketable securities held in Trust Account of $5,911,745 offset by $3,552,426 of general and administrative costs.
For the period from July 24, 2025 (inception) through September 30, 2025, we had a net loss of $1,071,594, which consisted of $1,023,997 of share-based compensation expense and $47,597 of general and administrative costs.
Liquidity and Capital Resources
On November 3, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 660,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,600,000. Of those 660,000 Private Placement Units, the Sponsor purchased 350,000 Private Placement Units, and the representative of the underwriters purchased 310,000 Private Placement Units.
For the nine months ended September 30, 2026, net cash used in operating activities was $1,074,792. Net income of $2,359,319 was affected by interest earned on cash and marketable securities held in the Trust Account of $5,911,745 and changes in operating assets and liabilities, which provided $2,477,634 of cash from operating activities. Net cash used in financing activities of $4,090 consisted of the payment of offering costs.
For the period from July 24, 2025 (inception) through September 30, 2025, there was no cash used in or provided by operating activities. Net loss of $1,071,594 was affected by share-based compensation expense of $1,023,997, formation and general and administrative costs paid through the promissory note – related party of $17,117 and changes in operating assets and liabilities, which provided $30,480 of cash from operating activities.
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Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Units, a total of $230,000,000 was placed in the Trust Account. We incurred $14,339,392, consisting of $5,175,000 of cash underwriting fee (net of $575,000 underwriters’ reimbursement), $9,200,000 of deferred underwriting fee, and $539,392 of other offering costs.
At September 30, 2026, we had cash and marketable securities held in the Trust Account of $237,379,634 (including approximately $7,379,634 of interest income), all of which remained available for the redemption of Public Shares. Redemption requests submitted on September 28, 2026 with respect to 22,171,468 Public Shares could be withdrawn prior to the Closing and were conditioned upon the consummation of the Business Combination. In connection with the Closing, $228,828,476 was paid from the Trust Account to the redeeming shareholders, leaving $8,551,158 in the Trust Account in respect of the 828,532 Public Shares that were not redeemed (including 679,109 Public Shares held by PIPE Investors that had agreed not to redeem such Public Shares and applied them toward their obligations under the PIPE Financing). Of such amount, $3,883,805 was paid directly from the Trust Account to legal, advisory, accounting and other professional service providers, and the balance of $4,667,353 was released to us and, together with the proceeds of the PIPE Financing, was used in part to pay other transaction costs.
At September 30, 2026, we had cash of $198,455 held outside of the Trust Account. Prior to the Closing, we used the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete the Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an Initial Business Combination, we will repay such loaned amounts. In the event that an Initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Initial Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of September 30, 2026 and December 31, 2025, we had no borrowings under the Working Capital Loans.
Prior to the consummation of the Business Combination, conditions existed that raised substantial doubt regarding our ability to continue as a going concern, primarily due to our scheduled liquidation date and our ability to meet our obligations. On October 1, 2026, we consummated the Business Combination, which eliminated the requirement for us to liquidate pursuant to our prior organizational documents. Management has evaluated the impact of the Business Combination on our liquidity and ability to meet our obligations and determined that the conditions that previously raised substantial doubt have been alleviated.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor up to $30,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team. In accordance with its terms, we ceased paying monthly fees under the administrative support agreement upon the Closing.
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 3, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit. Additionally, the underwriters were entitled to a deferred underwriting fee, which was $9,200,000 as of September 30, 2026, payable upon the completion of the Initial Business Combination subject to the terms of the underwriting agreement. The deferred underwriting fee was entirely variable and was payable only with respect to the gross proceeds ($10.00 per Public Share) attributable to Public Shares that were not redeemed, excluding Public Shares held by PIPE Investors to satisfy their obligations under the PIPE Financing. As a result of the redemption of 22,171,468 Public Shares and the exclusion of 679,109 Public Shares held by PIPE Investors, the deferred underwriting fee was reduced from $9,200,000 to $123,056 (4.00% of the $3,076,410 of gross proceeds attributable to the remaining 307,641 Public Shares), which was paid in full in cash at the Closing.
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Critical Accounting Estimates
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Accordingly, management believes that the unaudited condensed financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On July 31, 2026, an arbitral tribunal of the International Court of Arbitration of the International Chamber of Commerce issued an award in the arbitration proceedings initiated by NorthStar (now the Amalgamated Company, our wholly owned subsidiary) against Spire Global Subsidiary, Inc. (“Spire”) relating to a space-as-a-service contract, which dismissed NorthStar’s claims and granted Spire’s counterclaim in part. NorthStar has commenced making payments to Spire with respect to the award. For additional information, see “Spire Litigation” in Note 10 to the unaudited condensed financial statements included in this Quarterly Report.
Item 1A. Risk Factors
Following the Closing, our business is the business of NorthStar, and the risk factors described in our Annual Report on Form 10-K filed with the SEC on March 18, 2026 relating to our status as a blank check company are no longer applicable. Investors should carefully consider the risk factors described under “Risk Factors” in the proxy statement/prospectus forming part of our Registration Statement on Form F-4, as filed with the SEC on August 12, 2026, and our other filings on EDGAR.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Use of Proceeds
For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the SEC on December 15, 2025. There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time. In connection with the Closing on October 1, 2026, $228,828,476 was paid from the Trust Account to holders of Public Shares who exercised their redemption rights, $3,883,805 was paid from the Trust Account directly to service providers, and the remaining $4,667,353 was released to the Company, as described in Note 10 to the unaudited condensed financial statements included in this Quarterly Report.
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
On September 28, 2026, in connection with the Business Combination, holders of 22,171,468 Public Shares submitted requests to redeem their shares for a pro rata portion of the funds in the Trust Account, or approximately $10.3209 per share, for an aggregate redemption amount of $228,828,476. Such redemption requests could be withdrawn at any time prior to the Closing, and the redemptions were conditioned upon the consummation of the Business Combination. The redemption amount was paid from the Trust Account in connection with the Closing on October 1, 2026.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| No. | Description of Exhibit | |
| 2.1† | Business Combination Agreement, dated April 16, 2026 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant on April 17, 2026) | |
| 2.2 | Amendment No. 1 to Business Combination Agreement, dated as of May 15, 2026 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the registrant on May 15, 2026) | |
| 2.3 | Amendment No. 2 to Business Combination Agreement, dated as of July 15, 2026 (incorporated by reference to Annex A-3 to the proxy statement/prospectus included in Amendment No. 1 to the registrant’s Registration Statement on Form F-4 (File No. 333-297008), filed with the SEC on July 16, 2026) | |
| 10.1 | Sponsor Letter Agreement, dated April 16, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the registrant on April 17, 2026) | |
| 10.2 | Voting and Support Agreement, dated April 16, 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the registrant on April 17, 2026) | |
| 10.3 | Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the registrant on April 17, 2026) | |
| 10.4 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the registrant on April 17, 2026) | |
| 10.5 | Form of Securities Purchase Agreement, dated April 16, 2026 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the registrant on April 17, 2026) | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
| † | The schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NORTHSTAR EARTH & SPACE ENTERPRISES, INC. | ||
| Date: November 12, 2026 | By: | /s/ Stewart Bain |
| Name: | Stewart Bain | |
| Title: | Chief Executive Officer | |
| Date: November 12, 2026 | By: | /s/ Beth Michelson |
| Name: | Beth Michelson | |
| Title: | Chief Financial Officer | |
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