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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 10, 2026
NorthStrive Acquisition Corp I.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43452 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
120 Newport Center Drive, Newport Beach, CA
92660
(Address of principal executive offices, including
zip code)
(888) 445-4886
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, one warrant, and one right to acquire 1/4th of one Class A Ordinary Share |
|
NSAIU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the Units |
|
NSAI |
|
The Nasdaq Stock Market LLC |
| Rights included as part of the Units |
|
NSAIR |
|
The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
NSAIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
Item 8.01 Other Events.
Adoption of Corporate Governance Policies
In connection with the completion of the
initial public offering of NorthStrive Acquisition Corp I. (the “Company”) in August 2026 and in accordance with
applicable Securities and Exchange Commission (the “SEC”) rules and the listing requirements of The Nasdaq Stock Market
LLC (“Nasdaq”), on September 10, 2026, the Board of Directors (the “Board”) of the Company adopted the
following corporate governance policies to be effective as of September 9, 2026:
| ● | Code of Conduct and Ethics (the “Code”). The Code applies to all directors, officers, and employees of the Company
and is designed to promote honest and ethical conduct, full and accurate disclosure in the Company’s SEC filings, compliance with
applicable laws and regulations, prompt internal reporting of violations, and accountability for adherence to the Code. |
| ● | Insider Trading Compliance Policy (the “Insider Trading Policy”). The Insider Trading
Policy establishes procedures and guidelines governing the purchase, sale, and other dispositions of the Company’s securities by
directors, officers, employees, and other covered persons. The Insider Trading Policy designates Michel Tamer as the Company’s Compliance
Officer. |
| ● | Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”). The
Clawback Policy was adopted in accordance with Nasdaq listing rules and Section 10D of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and Rule 10D-1 promulgated thereunder. |
In addition, the Board adopted the following committee
charters and governance guidelines:
| ● | Compensation Committee Charter. The Compensation Committee is chaired by Dane May. |
| ● | Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance
Committee is chaired by Gust Kepler. |
| ● | Audit Committee Charter. The Audit Committee is chaired by David Goertz. |
| ● | Corporate Governance Guidelines. |
Copies of the Code, Insider Trading Policy, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Audit Committee
Charter and Clawback Policy are filed as Exhibits 14.1, 19.1, 99.1, 99.2, 99.3, and 99.4, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 14.1 |
|
Code of Conduct and Ethics |
| 19.1 |
|
Insider Trading Compliance Policy |
| 99.1 |
|
Compensation Committee Charter |
| 99.2 |
|
Nominating and Corporate Governance Committee Charter |
| 99.3 |
|
Audit Committee Charter |
| 99.4 |
|
Policy for Recovery of Erroneously Awarded Compensation (Clawback Policy) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 11, 2026 |
|
| |
|
| NORTHSTRIVE ACQUISITION CORP I. |
|
| |
|
| By: |
/s/ Michel Tamer |
|
| Name: |
Michel Tamer |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
COMPENSATION COMMITTEE CHARTER
NORTHSTRIVE ACQUISITION CORP I.
Effective: September 9, 2026
PURPOSE
The purpose of the Compensation Committee (the
“Compensation Committee”) of the board of directors (the “Board”) of NorthStrive Acquisition Corp I. (the “Company”)
is to assist the Board with oversight of executive compensation.
MEMBERSHIP
Size: The Compensation Committee shall
consist of two or more members of the Board.
Independence: Each member of the Compensation
Committee shall be independent in accordance with the requirements of Rule 10C-1 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and at least two members of the Compensation
Committee shall qualify as “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act.
Appointment/Term/Removal: The members of
the Compensation Committee shall be appointed by the Board based on recommendations from the Nominating and Corporate Governance Committee.
The members of the Compensation Committee shall serve for such term or terms as the Board may determine or until earlier resignation or
death. The Board may remove any member from the Compensation Committee at any time with or without cause.
STRUCTURE AND OPERATIONS
Leadership: The Board shall designate a
member of the Compensation Committee as the chairperson based on recommendations of the Nominating and Corporate Governance Committee.
Meetings: The Compensation Committee shall
meet at least quarterly at such times and places as it deems necessary to fulfill its responsibilities. The agenda and materials for Compensation
Committee meetings will be prepared by the Compensation Committee chairperson in consultation with the other Compensation Committee members.
The Compensation Committee shall keep minutes of its proceedings and report regularly to the Board regarding its discussions and actions
and shall make recommendations to the Board as appropriate. The Compensation Committee is governed by the same rules regarding meetings
(including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice,
and quorum and voting requirements as are applicable to the Board.
The Compensation Committee may invite any members
of management to its meetings as it deems appropriate. However, the Compensation Committee shall meet regularly without such individuals
present, and in all cases the chief executive officer (“CEO”) and any other officers shall not be present at meetings at which
their compensation or performance is discussed or determined.
Onboarding / Education: The Company will
provide new members of the Compensation Committee with appropriate onboarding briefings, and the full Compensation Committee with educational
resources and opportunities related to executive compensation and other matters as may be appropriate or requested by the Compensation
Committee.
Outside Advisors: The Compensation Committee
shall have the authority, in its sole discretion, to retain and terminate a compensation consultant, outside legal counsel and such other
advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. However, the Compensation Committee shall
not be required to implement or act consistently with the advice or recommendations of the compensation consultant, outside legal counsel
or other advisor, and the authority granted in this Charter shall not affect the ability or obligation of the Compensation Committee to
exercise its own judgment in fulfillment of its duties under this Charter. The Compensation Committee shall set the compensation and retention
terms and oversee the work of the compensation consultant, outside legal counsel or any other advisors. Any communications between the
Compensation Committee and its outside legal counsel will be privileged communications.
Compensation Consultant Independence/Conflicts
of Interest: In retaining or seeking advice from compensation consultants, the Compensation Committee must take into consideration
the factors specified in the rules of Nasdaq. The Compensation Committee may retain, or receive advice from, any compensation consultant
they prefer, including ones that are not independent, after considering the specified factors. The Compensation Committee is not required
to assess the independence of any compensation consultant or other advisor that acts in a role limited to consulting on any broad-based
plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available
to all salaried employees or providing information that is not customized for a particular company or that is customized based on parameters
that are not developed by the consultant or advisor, and about which the consultant or advisor does not provide advice. The Compensation
Committee shall evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest.
Funding: The Compensation Committee shall
receive appropriate funding from the Company, as determined by the Compensation Committee in its capacity as a committee of the Board,
for the payment of compensation to any compensation consultant, outside legal counsel and any other advisors, and the ordinary administrative
expenses of the Compensation Committee that are necessary or appropriate in carrying out its duties.
Delegation of Authority: The Compensation
Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such
responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion, so long as any
such committee is comprised entirely of independent directors and has a written charter.
Books and Records: The Compensation Committee will have access
to the Company’s books, records, facilities and personnel.
DUTIES AND RESPONSIBILITIES
The Compensation Committee shall have the following authority and responsibilities:
| 1. | Compensation Philosophy: To oversee the Company’s overall compensation philosophy, policies
and programs, and assess whether the Company’s compensation philosophy establishes appropriate incentives for management and employees. |
| 2. | CEO Compensation: To review and approve annually the corporate goals and objectives applicable
to the compensation of the CEO, evaluate at least annually the CEO’s performance in light of those goals and objectives, and make recommendations
to the Board regarding the CEO’s compensation level based on this evaluation. In evaluating and making recommendations to the Board regarding
the long-term incentive component of CEO compensation, the Compensation Committee may consider the Company’s performance and relative
stockholder return, the value of similar incentive awards given to CEOs at comparable companies and the awards given to the Company’s
CEO in past years. In evaluating and making recommendations to the Board regarding CEO compensation, the Compensation Committee shall
consider the results of the most recent stockholder advisory vote on executive compensation (“Say-on-Pay Vote”) required by
Section 14A of the Exchange Act. |
| 3. | Executive Officer Compensation: To review and approve annually the compensation of all other executive
officers. In evaluating executive compensation, the Compensation Committee shall consider the results of the most recent Say-on-Pay Vote. |
| 4. | Incentive/Equity Plans: To review, and make recommendations to the Board regarding, incentive compensation
plans and equity-based plans and proposals regarding any such plans to be included in the Company’s proxy statement. The Compensation
Committee shall also have the authority to administer the Company’s incentive compensation plans and equity- based plans, including designation
of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable
to each award or grant, subject to the provisions of each plan. In reviewing and making recommendations to the Board regarding incentive
compensation plans and equity-based plans, including whether to adopt, amend or terminate any such plans, the Compensation Committee shall
consider the results of the most recent Say-on-Pay Vote. |
| 5. | Employee Benefit Plans: To monitor the effectiveness of non-equity based benefit plan offerings,
including but not limited to non-qualified deferred compensation, fringe benefits and any perquisites, in particular those pertaining
to executive officers, and approve any material new employee benefit plan or change to an existing plan that creates a material financial
commitment by the Company. In its discretion, the Compensation Committee may otherwise approve, amend, modify, ratify or interpret the
terms of, or terminate, any non- equity-based benefit plan or delegate such authority to the extent such delegation is permitted. In regard
to employee benefit plans, the Compensation Committee’s role shall be one of oversight and, except as the Compensation Committee otherwise
expressly determines or applicable law otherwise expressly requires, the Compensation Committee shall not act as a fiduciary with respect
to any benefit plans or programs under the Employee Retirement Income Security Act of 1974 or otherwise. |
| 6. | Peer Group: To set the composition of the peer company group used for market comparison for executive
compensation. |
| 7. | Compensation Disclosure: To review and discuss with management the Company’s Compensation Discussion
and Analysis (“CD&A”) and the related executive compensation information, and determine whether or not to recommend the
CD&A and related executive compensation information be included in the Company’s annual report on Form 10-K and proxy statement, and
produce the compensation committee report on executive officer compensation required to be included in the Company’s proxy statement or
annual report on Form 10-K. |
| 8. | Employment/Severance Agreements: To review any employment agreements and any severance arrangements
or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which
includes the ability to adopt, amend and terminate such agreements, arrangements or plans. |
| 9. | Stock Ownership Guidelines: To determine stock ownership guidelines for the directors, CEO, and
other executive officers and monitor compliance with such guidelines. |
| 10. | Risk Management: To review the Company’s incentive compensation arrangements to determine whether
they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices
and compensation, and to evaluate compensation policies and practices that could mitigate any such risk. |
| 11. | Human Capital Management: To assist the Board in its oversight of human capital management, including
corporate culture, diversity and inclusion, recruiting, retention, attrition, talent management, career development and progression, succession,
and employee relations. |
| 12. | Say-on-Pay Frequency: To review and recommend to the Board for approval the frequency with which
the Company will conduct Say-on-Pay Votes, taking into account the results of the most recent stockholder advisory vote on the frequency
of Say-on-Pay Votes required by Section 14A of the Exchange Act, and to review and approve the proposals regarding the Say-on-Pay Vote
and the frequency of the Say-on-Pay Vote to be included in the Company’s proxy statement. |
| 13. | Director Compensation: To review all director compensation and benefits for service on the Board
and Board committees at least once a year and to recommend any changes to the Board as necessary. |
| 14. | Compensation Committee Performance Evaluation: To conduct an annual evaluation of the performance
of its duties under this Charter and to present the results of the evaluation to the Board. The Compensation Committee shall conduct this
evaluation in such manner as it deems appropriate. |
| 15. | Compensation Committee Charter Review: To review this Charter at least annually and recommend any
proposed changes to the Board for approval. |
4
Exhibit 99.2
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
CHARTER
NORTHSTRIVE ACQUISITION CORP I.
Effective: September 9, 2026
PURPOSE
The purpose of the Nominating and Corporate Governance Committee (the
“NCG Committee”) of the board of directors (the “Board”) of NorthStrive Acquisition Corp I. (the “Company”)
is to assist the Board with oversight of the director nominations process and the Company’s corporate governance.
MEMBERSHIP
Size: The NCG Committee shall consist of
three or more members of the Board.
Independence: Each member of the NCG Committee
shall be independent in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”).
Appointment/Term/Removal: The members of
the NCG Committee shall be appointed by the Board. The members of the NCG Committee shall serve for such term or terms as the Board may
determine or until earlier resignation or death. The Board may remove any member from the NCG Committee at any time with or without cause.
STRUCTURE AND OPERATIONS
Leadership: The Board shall designate a
member of the NCG Committee as the chairperson.
Meetings: The NCG Committee shall meet
at least quarterly at such times and places as it deems necessary to fulfill its responsibilities. The agenda and materials for NCG Committee
meetings will be prepared by the NCG Committee chairperson in consultation with the other NCG Committee members. The NCG Committee shall
keep minutes of its proceedings and report regularly to the Board regarding its discussions and actions and shall make recommendations
to the Board as appropriate. The NCG Committee is governed by the same rules regarding meetings (including meetings in person or by telephone
or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are
applicable to the Board.
The NCG Committee may invite any individuals to
its meetings as it deems appropriate. However, the NCG Committee shall meet regularly without such individuals present.
Onboarding / Education: The Company will
provide new members of the NCG Committee with appropriate onboarding briefings, and the full NCG Committee with educational resources
and opportunities related to corporate governance and other matters may be appropriate or requested by the NCG Committee.
Outside Advisors: The NCG Committee shall
have the authority, in its sole discretion, to retain and terminate a director search firm, outside legal counsel and such other advisors
as it deems necessary to fulfill its duties and responsibilities under this Charter. However, the NCG
Committee shall not be required to implement or
act consistently with the advice or recommendations of any director search firm, outside legal counsel or other advisor, and the authority
granted in this Charter shall not affect the ability or obligation of the NCG Committee to exercise its own judgment in fulfillment of
its duties under this Charter. The NCG Committee shall set the compensation and retention terms and oversee the work of any director search
firm, outside legal counsel or any other advisors. Any communications between the NCG Committee and its outside legal counsel will be
privileged communications.
Any director search firm and any other advisors
retained by the NCG Committee shall be independent as determined in the discretion of the NCG Committee.
Funding: The NCG Committee shall receive
appropriate funding from the Company, as determined by the NCG Committee in its capacity as a committee of the Board, for the payment
of compensation to any director search firm, outside legal counsel and any other advisors, and the ordinary administrative expenses of
the NCG Committee that are necessary or appropriate in carrying out its duties.
Delegation of Authority: The NCG Committee
shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities,
to one or more subcommittees as the NCG Committee may deem appropriate in its sole discretion, so long as any such committee is comprised
entirely of independent directors and has a written charter.
Books and Records: The NCG Committee will
have access to the Company’s books, records, facilities and personnel.
DUTIES AND RESPONSIBILITIES
The NCG Committee shall have the following authority and responsibilities:
| 1. | Director Qualifications: To determine the qualifications, qualities, skills, and other expertise
required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees
for director (the “Director Criteria”). |
| 2. | Director Nominee Identification/Screening: To identify and screen individuals qualified to become
members of the Board, consistent with the Director Criteria. The NCG Committee shall review the contributions of incumbent directors in
determining whether to recommend that the Board nominate them for reelection to the Board. |
| 3. | Director Independence: To develop and recommend to the Board for approval standards for determining
whether a director is independent. |
| 4. | Board Refreshment: To review the size of the Board and ensure that qualified director candidates
with a diversity of gender, ethnicity, tenure, skills and experience are included by the Company or any search firm it engages in each
pool of candidates from which Board nominees are chosen. |
| 5. | Shareholder Director Nominations: To consider any director candidates recommended by the Company’s
stockholders pursuant to the procedures set forth in the Company’s bylaws and described in the Company’s proxy statement. |
| 6. | Shareholder Proposals: To review shareholder proposals and recommend Board responses. |
| 7. | Shareholder Engagement: To oversee engagement with stockholders and proxy advisory firms, and to
review proxy advisory firm policies and voting recommendations. |
| 8. | Third Party Director Nomination Rights: Committee oversight of director nominations shall not apply
in cases where the right to nominate a director legally belongs to a third party. |
| 9. | Director Nominee Approval: To make recommendations to the Board regarding the selection and approval
of the nominees for director to be filled by the Board or submitted to a stockholder vote at an annual or special meeting of stockholders. |
| 10. | Board Leadership: To review the Board’s leadership structure and recommend changes to the
Board as appropriate. |
| 11. | Board Committee Membership: To review the Board’s committees sizes, structure and composition
and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairperson
annually. |
| 12. | Corporate Governance Documents: To renew, propose changes to the Board, or develop, as needed,
the Company’s certificate of incorporation, bylaws, code of ethics, corporate governance guidelines, insider trading policy, related
person transaction policy, whistleblower policy, and other corporate governance policies (if applicable). |
| 13. | Corporate Governance Disclosure: To review and discuss with management disclosure of the Company’s
corporate governance practices, including information regarding the operations of the NCG Committee and other Board committees, director
independence and the director nominations process, and to recommend that this disclosure be included in the Company’s proxy statement
or annual report on Form 10-K, as applicable. |
| 14. | Environmental, Social and Governance (“ESG”) Matters: To review and monitor the development
and implementation of the goals the Company may establish from time to time with respect to its ESG and sustainability matters, and provide
guidance to the Board on such matters. |
| 15. | Corporate Governance Trends: To review emerging corporate governance trends, best practices and
regulations applicable to the corporate governance of the Company. |
| 16. | Outside Directorships: To review and approve, as appropriate, any requests from directors or officers
to stand for election to any outside for-profit boards of directors. |
| 17. | Succession Planning: To develop and recommend to the Board for approval a CEO succession plan (the
“Succession Plan”), review the Succession Plan periodically, develop and evaluate potential candidates for CEO and recommend
to the Board any changes to and any candidates for succession under the Succession Plan. |
| 18. | Board and Management Performance Evaluation: To develop, subject to approval by the Board, a process
for an annual evaluation of the Board and its committees and management and to oversee the conduct of this annual evaluation. |
| 19. | NCG Committee Performance Evaluation: To conduct an annual evaluation of the performance of its
duties under this Charter and to present the results of the evaluation to the Board. The NCG Committee shall conduct this evaluation in
such manner as it deems appropriate. |
| 20. | NCG Committee Charter Review: To review this Charter at least annually and recommend any proposed
changes to the Board for approval. |
Exhibit 99.3
AUDIT COMMITTEE CHARTER
NORTHSTRIVE ACQUISITION CORP I.
Effective: September 9, 2026
PURPOSE
The purpose of the Audit Committee (the “Audit
Committee”) of the board of directors (the “Board”) of NorthStrive Acquisition Corp I. (the “Company”) is
to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements.
In fulfilling its purpose, the Audit Committee
is responsible for maintaining free and open communication between itself and the independent auditor, internal auditor function and management
of the Company, and for determining that all parties are aware of their responsibilities.
The Audit Committee’s principal responsibility
is one of oversight. Management of the Company is responsible for preparing the Company’s financial statements determining that
they are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory disclosure
controls and internal control over financial reporting. The independent auditor is responsible for auditing the Company’s financial
statements and the effectiveness of the Company’s internal control over financial reporting. The Company’s internal and outside
counsel are responsible for assuring compliance with laws and regulations and the Company’s corporate governance policies.
MEMBERSHIP
Size: The Audit Committee shall consist
of three or more members of the Board.
Independence: Each member of the Audit
Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 and the rules
of The Nasdaq Stock Market LLC. No member of the Audit Committee can have participated in the preparation of the Company’s or any
of its subsidiaries’ financial statements at any time during the past three years.
Financial Expertise: Each member of the
Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income
statement and cash flow statement. At least one member of the Audit Committee must have past employment experience in finance or accounting,
requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication,
including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibility.
At least one member of the Audit Committee must be an audit committee financial expert. A person who satisfies this definition of audit
committee financial expert will also be presumed to have financial sophistication.
Overboarding: No member of the Audit Committee
may serve simultaneously on the audit committee of more than three public companies (including the Company’s Audit Committee).
Appointment/Term/Removal: The members of the Audit Committee shall be appointed by the Board
based on recommendations from the Nominating and Corporate Governance Committee. The members of the Audit Committee shall serve for such
term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Audit Committee
at any time with or without cause.
STRUCTURE AND OPERATIONS
Leadership: The Board shall designate a
member of the Audit Committee as the chairperson based on recommendations of the Nominating and Corporate Governance Committee.
Meetings: The Audit Committee shall meet
at least quarterly at such times and places as it deems necessary to fulfill its responsibilities. The agenda and materials for Audit
Committee meetings will be prepared by the Audit Committee chairperson in consultation with the other Audit Committee members, the chief
financial officer, the head of internal audit and the independent auditor. The Audit Committee shall keep minutes of its proceedings and
report regularly to the Board regarding its discussions and actions and shall make recommendations to the Board as appropriate. The Audit
Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications
equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.
The Audit Committee may invite any members of
management or the internal auditors or representatives of the Company’s independent auditor to its meetings as it deems appropriate.
However, the Audit Committee shall meet regularly without such individuals present.
Onboarding / Education: The Company
will provide new members of the Audit Committee with appropriate onboarding briefings, and the full Audit Committee with educational
resources and opportunities related to accounting principles and procedures, current accounting topics pertinent to the Company and
other matters as may be appropriate or requested by the Audit Committee. Outside Advisors: The Audit Committee shall have the
authority, in its sole discretion, to retain and terminate an independent auditor, outside legal counsel and such other advisors as
it deems necessary to fulfill its duties and responsibilities under this Charter. However, the Audit Committee shall not be required
to implement or act consistently with the advice or recommendations of the independent auditor, outside legal counsel or other
advisor, and the authority granted in this Charter shall not affect the ability or obligation of the Audit Committee to exercise its
own judgment in fulfillment of its duties under this Charter. The Audit Committee shall set the compensation and retention terms and
oversee the work of the independent auditor, outside legal counsel or any other advisors. Any communications between the Audit
Committee and its outside legal counsel will be privileged communications.
Funding: The Audit Committee shall receive
appropriate funding from the Company, as determined by the Audit Committee in its capacity as a committee of the Board, for the payment
of compensation to any independent auditor, outside legal counsel and any other advisors, and the ordinary administrative expenses of
the Audit Committee that are necessary or appropriate in carrying out its duties.
Delegation of Authority: The Audit Committee
shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities,
to one or more subcommittees as the Audit Committee may deem appropriate in its sole discretion, provided that decisions of such subcommittees
to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.
Books and Records: The Audit Committee
will have access to the Company’s books, records, facilities and personnel.
DUTIES AND RESPONSIBILITIES
The Audit Committee shall have the following authority and responsibilities:
| 1. | Auditor Appointment: To (1) appoint, retain or replace, subject to ratification by the Company’s
stockholders, an independent registered public accounting firm to act as the Company’s independent auditor for the purpose of auditing
the Company’s annual financial statements, books, records, accounts and internal controls over financial reporting or performing
other audit, review or attest services for the Company, (2) set the compensation of the Company’s independent auditor, (3) approve
all audit engagement fees and terms, (4) oversee the work done by the Company’s independent auditor, and (5) terminate the Company’s
independent auditor, if necessary. The independent auditor shall report directly to the Audit Committee. |
| 2. | Pre-Approval: To pre-approve all audit and permitted non-audit and tax services that may be provided
by the Company’s independent auditor, and establish policies and procedures for the Audit Committee’s pre-approval of permitted
services in compliance with applicable SEC rules and review such pre-approval policies at least annually. |
| 3. | Audit: To review and discuss with the Company’s independent auditor (1) the auditor’s
responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process, (2) the overall
audit strategy, planning and staffing, (3) the scope and timing of the annual audit, (4) any significant risks identified during the independent
auditor’s risk assessment procedures and (5) when completed, the results, including significant findings, of the annual audit. |
| 4. | Audit Problems: To review and discuss with the Company’s independent auditor and management
(1) any audit problems or difficulties, including difficulties encountered by the Company’s independent auditor or internal audit
department during their audit work (such as restrictions on the scope of their activities or their access of information), (2) any significant
disagreements with management and (3) management’s response to these problems, difficulties or disagreements; and to resolve any
disagreements between the Company’s independent auditor or internal audit department and management. |
| 5. | Internal Audit: To review, discuss with the Company’s independent auditor, and approve the
functions of the Company’s internal audit department, including its purpose, authority, organization, responsibilities, budget and
staffing; and to review the scope and performance of the department’s internal audit plan, including the results of any internal
audits, any reports to management and management’s response to those reports or internal audit department; and to review and approve
the hiring, dismissal, evaluation and compensation of the Head of Internal Audit. |
| 6. | Internal Controls: To review with management, internal audit, and the Company’s independent
auditor the adequacy and effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures,
including any significant deficiencies, material weaknesses or other major issues in the design or operation of, and any material changes
in, the Company’s controls and any special audit steps adopted in light of any material control deficiencies, and any fraud involving
management or other employees with a significant role in such internal controls, and review and discuss with management and the Company’s
independent auditor disclosure relating to the Company’s controls, management’s and the independent auditor’s report
on the effectiveness of the Company’s internal control over financial reporting and the required management certifications to be
included in or attached as exhibits to the Company’s annual report on Form 10-K or quarterly report on Form 10-Q, as applicable. |
| 7. | Risk Oversight: To review and discuss with management the risks faced by the Company and the policies,
guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial
risk exposures and cybersecurity risks and the steps management has taken to monitor and control such exposures. |
| 8. | Annual Financials: To review and discuss with the Company’s independent auditor and management
the Company’s annual audited financial statements (including the related notes), the form of audit opinion to be issued by the independent
auditor on the financial statements and the disclosure under “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” to be included in the Company’s annual report on Form 10-K before the Form 10-K is filed. The Audit
Committee shall recommend to the Board whether the audited financial statements should be included in the Company’s annual report
on Form 10-K. |
| 9. | Quarterly Financials: To review and discuss with the Company’s independent auditor and management
the Company’s quarterly financial statements (including the related notes) and the disclosure under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” to be included in the Company’s quarterly report on Form 10-Q
before the Form 10-Q is filed. |
| 10. | Earnings Releases: To review and discuss with management and the Company’s independent auditor:
(1) the Company’s earnings press releases, including the type of information to be included and its presentation and the use of
any pro forma, adjusted or other non-GAAP financial information; and (2) any financial information and earnings guidance provided to analysts
and ratings agencies, including the type of information to be disclosed and type of presentation to be made. Such discussions may be general
(consisting of discussing the types of information to be disclosed and the types of presentations to be made), provided that each earnings
release or each instance in which the Company provides earnings guidance need not be discussed in advance. |
| 11. | Financial Statements Issues: To review with management and the Company’s independent auditor:
(1) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s
selection or application of accounting principles; (2) analyses prepared by management setting forth significant financial reporting issues
and judgments made in connection with the preparation of the Company’s financial statements, including analyses of the effects of
alternative GAAP methods on the Company’s financial statements; (3) the effect of regulatory and accounting initiatives, as well
as off-balance sheet structures, on the Company’s financial statements; (4) consideration of the judgment of both management and
the independent auditor about the quality, not just the acceptability, of accounting principles; and (5) the completeness and clarity
of the disclosures in the financial statements. |
| 12. | Auditor National Office: To discuss with the independent auditor material issues on which the national
office of the independent auditor was consulted by the Company’s audit team. |
| 13. | Auditor Communications: To review and discuss with the Company’s independent auditor (1)
all critical accounting policies and practices to be used; (2) all alternative treatments of financial information within generally accepted
accounting principles (“GAAP”) that have been discussed with management, the ramifications of the use of such alternative
treatments and the treatment preferred by the independent auditor; and (3) other material written communications between the independent
auditor and management, such as any management letter or schedule of unadjusted differences. |
| 14. | Quality Control/Independence Report: At least annually, to obtain and review a report by the Company’s
independent auditor that describes (1) the independent auditor’s internal quality control procedures, (2) any material issues raised
by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board review or inspection of the
firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more
audits carried out by the independent auditor and any steps taken to deal with any such issues, and (3) all relationships between the
independent auditor and the Company or any of its subsidiaries in order to assess the independent auditor’s independence. |
| 15. | Audit Committee Report: To produce the audit committee report required to be included in the Company’s
proxy statement, and review the disclosure in the Company’s proxy statement regarding the Audit Committee. |
| 16. | Auditor Evaluation: At least annually, to evaluate the qualifications, performance and independence
of the Company’s independent auditor, including an evaluation of the lead audit partner, and taking into account the opinions of
management and the internal auditor and actively engaging in a dialogue with the independent auditor about any disclosed relationships
or services that may impact the objectivity and independence of the auditor. |
| 17. | Auditor Rotation: To assure the regular rotation of the lead audit partner at the Company’s
independent auditor as required by law; and to consider regular rotation of the accounting firm serving as the Company’s independent
auditor. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board. |
| 18. | Hiring Former Auditors: To set Company hiring policies for employees or former employees of the
Company’s independent auditor. |
| 19. | Code of Ethics: To monitor compliance with the Company’s Code of Ethics (the “Code”),
to investigate any alleged breach or violation of the Code, and to enforce the provisions of the Code. |
| 20. | Related Party Transactions: To review, approve and oversee any transaction between the Company
and any related person (as defined in Item 404 of Regulation S-K) on an ongoing basis, in accordance with Company policies and procedures;
to keep the Company’s independent auditor informed of the Audit Committee’s understanding of the Company’s relationships
and transactions with related parties that are significant to the Company and whether any of the Audit Committee has concerns regarding
relationships or transactions with related persons and, if so, the substance of those concerns; and to review and discuss with the Company’s
independent auditor the independent auditor’s evaluation of the Company’s identification of, accounting for, and disclosure
of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s
relationships and transactions with related parties. |
| 21. | Legal Compliance: To review, with the General Counsel, if any, and outside legal counsel, legal
and regulatory matters relating to the Company and its subsidiaries that could have a significant impact on the Company’s financial
statements; to review the Company’s compliance with applicable laws and regulations; and to review and oversee the Company’s
policies, procedures and programs designed to promote and monitor legal and regulatory compliance and sustainability. |
| 22. | Whistleblowers: To establish and oversee procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous
submission by Company employees of concerns regarding questionable accounting or auditing matters. |
| 23. | Tax Planning: Review with management the Company’s policies and processes for tax planning
and compliance. |
| 24. | Audit Committee Performance Evaluation: To conduct an annual evaluation of the performance of its
duties under this Charter and to present the results of the evaluation to the Board. The Audit Committee shall conduct this evaluation
in such manner as it deems appropriate. |
| 25. | Audit Committee Charter Review: To review this Charter at least annually and recommend any proposed changes to the Board for
approval. |
Exhibit 99.4
NORTHSTRIVE ACQUISITION CORP I.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
In accordance with the applicable rules of The
Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of NorthStrive Acquisition Corp
I., a Cayman Islands limited company (the “Company”), has adopted this Policy for Recovery of Erroneously Awarded Compensation
(the “Policy”), which shall be deemed effective as of September 9, 2026 (the “Effective Date”). Capitalized terms
used in this Policy but not otherwise defined herein are defined in Section 11.
1.0 Persons Subject to Policy
This Policy shall apply to current and former
executive officers (each, an “Officer”) of the Company.
2.0 Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation
received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received”
shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” when
the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based
Compensation occurs after the end of that period.
3.0 Recovery of Compensation
If the Company is required to prepare a Restatement,
the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation,
unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding
sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for
the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of
Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment
for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan,
program or policy of or agreement with the Company or any of its affiliates.
4.0 Manner of Recovery; Limitation on Duplicative Recovery
The Committee shall, in its sole discretion, determine
the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the
Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment
by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously
Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding
the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded
Compensation already recovered by the Company pursuant to Sarbanes-Oxley Act of 2002, Section 304 or Other Recovery Arrangements, the
amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation
may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
5.0 Administration
This Policy shall be administered, interpreted
and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The
Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in
such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review
by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made
by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company
and its affiliates, stockholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or
more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
6.0 Interpretation
This Policy will be interpreted and applied in
a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable
Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
7.0 No Indemnification; No Liability
The Company shall not indemnify or insure any
person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly
pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s
potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board
shall have any liability to any person as a result of actions taken under this Policy.
8.0 Application; Enforceability
Except as otherwise determined by the Committee
or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture
or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained
in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement
of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified
in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available
to the Company or an affiliate of the Company.
9.0 Severability
The provisions in this Policy are intended to
be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable
or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed
amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
10.0 Amendment and Termination
The Board or the Committee may amend, modify or
terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically
when the Company does not have a class of securities listed on a national securities exchange or association.
11.0 Definitions
“Applicable Rules” means
Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association
on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and
Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Committee” means the
committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under
the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously Awarded Compensation”
means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation
that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax
basis in accordance with the Applicable Rules.
“Exchange Act” means
the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure”
means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial
statements, and any measures derived wholly or in part from such measures, including GAAP, non-GAAP financial measures, as well as stock
price and total stockholder return.
“GAAP” means United
States generally accepted accounting principles.
“Impracticable” means
(a) (i) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided
that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and
(iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules,
the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company
has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result
in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause
an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the
requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation”
means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment
of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an
Officer at any time during the performance period for that compensation; (c) while the Company has a class of its securities listed on
a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each
person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
“Restatement” means
an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under applicable
securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously
issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left
uncorrected in the current period.
“Restatement Date” means
the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action
if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement,
or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
“Three-Year Period”
means the three completed fiscal years immediately preceding the date the Company is required to prepare a Restatement. The “Three
Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately
following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of
the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall
be deemed a completed fiscal year.
