Viking Acquisition Corp I-A美股招股说明书(2026-08-12版)

PROPOSED BUSINESS COMBINATION—YOUR PARTICIPATION IS VERYIMPORTANT Dear Shareholders of Viking Acquisition Corp.I: You are cordially invited to attend the extraordinary general meeting (the “Viking Shareholders’ Meeting”) ofshareholders of Viking Acquisition Corp.I (“Viking” and such shareholders, the “Viking Shareholders”), whichwill be held at 10:00 a.m., Eastern Time, on September 2, 2026, virtually pursuant to the procedures describedin the accompanying proxy statement/prospectus for the purposes of Cayman Islands law and Viking’sAmended and Restated Memorandum and Articles of Association (the “Viking Articles”). On April 16, 2026, Viking, NorthStar Earth & Space Inc. (“NorthStar”), a corporation existing under theCanada Business Corporations Act(the “CBCA”), and Viking NS Amalgamation Corp., a corporation existingunder the CBCA and a wholly-owned direct subsidiary of Viking (“NewCo”), entered into a BusinessCombination Agreement (as may be amended, supplemented or otherwise modified from time to time, the“Business Combination Agreement,” and the transactions contemplated thereby, collectively, the “BusinessCombination”), pursuant to which, among other things, (i) Viking will continue as a corporation existing underthe CBCA in accordance with the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and theCBCA (the “Continuation” and, such corporation, “New NorthStar”), pursuant to articles of continuance insubstantially the form attached hereto asAnnex D, (ii) promptly following the Continuation, New NorthStar,NorthStar and NewCo will effect an arrangement under Section 192 of the CBCA (the “Arrangement”) inaccordance with the plan of arrangement attached hereto asAnnex B(as amended, restated or otherwisemodified from time to time in accordance with its terms, the “Plan of Arrangement”), pursuant to which, amongother things, NewCo and NorthStar will amalgamate (the “Amalgamation”) to form one corporate entity andNewCo will survive the Amalgamation as a wholly owned subsidiary of New NorthStar (such resulting entity,the “Amalgamated Company”), New NorthStar, will change its corporate name to “NorthStar Earth & SpaceEnterprises, Inc.” and the other transactions contemplated by the Plan of Arrangement will be consummated,and (iii) the other transactions contemplated by the Business Combination Agreement, including the BusinessCombination will be consummated (the “Closing” and such date on which the Closing occurs, the “ClosingDate”). The aggregate equity consideration to be issued to the NorthStar Securityholders in the Business Combinationwill be approximately 30,000,000 (the “Closing Shares”) New NorthStar common shares (“New NS CommonShares”), based on a transaction value of $300million. In addition, following the Closing, New NorthStar will issue up to 10,000,000 New NS Common Shares (the“New NS Earnout Shares”) to certain designated recipients (the “Earnout Recipients”), including the Sponsor(defined below), which will be entitled to 10% of any New NS Earnout Shares issued, in each case asdetermined by a committee of the New NS Board and subject to the achievement of certain revenue-basedperformance targets. Up to 5,000,000 New NS Earnout Shares will be issued if New NorthStar achieves arevenue run rate of at least $50,000,000 during any of the four fiscal quarters ending March31, June30,September30 or December31, 2027 (the “2027 Earnout Target”). If the 2027 Earnout Target is not achieved,but any of the 2028 Earnout Targets (as defined below) is subsequently achieved, the 2027 Earnout Target willbe deemed satisfied in full at such time. An additional tranche of up to 5,000,000 New NS Earnout Shares willbe issued based on revenue performance during specified periods in 2028 and early 2029 (the “2028 EarnoutTargets”), with the number of New NS Earnout Shares issuable determined on a sliding scale as follows:(i)5,000,000 shares if the applicable revenue metric equals or exceeds $100,000,000, (ii)3,750,000 shares if atleast $90,000,000 but less than $100,000,000, (iii)2,500,000 shares if at least $80,000,000 but less than$90,000,000, and (iv)1,250,000 shares if at least $70,000,000 but less than $80,000,000. The applicablerevenue metric is based on “Revenue Run Rate,” calculated using annualized service revenue, grant income andR&D funding as reported in Table of Contents New NorthStar’s financial statements. Measurement periods will be automatically extended in the event ofcertain launch delays outside New NorthStar’s control, including delays caused by counterparties or forcemajeure events. If a change of control transaction occurs prior to the final measurement period, any New NSEarnout Shares that have not yet been issued will be deemed earned and issued to the Earnout Recipientsimmediately prior to such transaction. Concurrently with the execution of the Business Combination Agreement, on April 16, 2026, Viking, VikingAcquisition Sponsor I, LLC (“Sponsor”), and NorthStar entered i