VACI · NorthStar Earth & Space Enterprises, Inc.

The Amendment No. 1 significantly refines the mechanics of Viking's Business Combination with NorthStar, addressing critical sequencing to ensure public share redemptions occur before the SPAC's continuance from the Cayman Islands to Canada under the Canada Business Corporations Act. This change prioritizes shareholder redemption rights, potentially reducing trust cash post-redemption but streamlining the path to Closing. Key structural updates at Closing include consummation of PIPE Financing with Sponsor transferring 3,000,000 Class B shares proportionally to investors, conversion of Class B to Class A shares, warrant amendments, and authorization for unlimited common and preferred shares. The core transaction remains the Amalgamation where NorthStar shares convert into SPAC Common Shares at the Exchange Ratio, with NewCo surviving as the Amalgamated Company issuing shares to SPAC. Tax clarifications reinforce the deal's tax efficiency, qualifying as U.S. reorganizations and Canadian amalgamation, minimizing immediate tax leakage for stakeholders. Post-Closing, SPAC adopts NorthStar-nominated directors/officers, terminates the Company Equity Incentive Plan, issues 500,000 shares to Sponsor, and rebrands to NorthStar with a new NYSE ticker. These amendments enhance execution clarity and regulatory compliance, supporting timely completion pending shareholder approval requiring two-thirds vote on continuation, Business Combination, and Plan of Arrangement. Investors should monitor the forthcoming Form F-4 Registration Statement and Proxy Statement for detailed terms, risks including redemption levels and regulatory hurdles, and participant interests.