NorthStrive sponsor forfeits 325,607 Class B shares

The sponsor's 325,607-share forfeiture was allocated pro rata after the underwriters' Over-allotment Option expired unexercised.

Rhea-AI Filing Summary

NorthStrive Acquisition Corp I. says its sponsor, NorthStrive Sponsor I LLC, forfeited and surrendered 325,607 Class B ordinary shares to the company for cancellation on October 20, 2026, for no consideration. The cancellation became effective that day, with retroactive effect to October 3, 2026. The sponsor's resulting direct holding was 2,170,713 Class B ordinary shares. The forfeiture was its pro rata share of the 629,998-share allocation required after the underwriters' Over-allotment Option expired unexercised on October 3, 2026.

These Class B ordinary shares, defined as Initial Shares, convert into Class A ordinary shares one-for-one at the initial Business Combination or earlier at the holder's option, subject to adjustment. PMGC Holdings Inc. is the sponsor's sole member and holds all its membership interests and voting power, so it may be deemed to beneficially own the shares. NorthStrive Sponsor I LLC and PMGC Holdings Inc. each disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Other: 325,607 shares

Other 1 txn

Insider NorthStrive Sponsor I LLC, PMGC Holdings Inc.

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Class B ordinary shares, par value $0.0001 per share F1, F2, F3	325,607	$0.00	$0.00

Holdings After Transaction: Class B ordinary shares, par value $0.0001 per share — 2,170,713 shares (Direct)

Footnotes (3)

1. F1. Class B ordinary shares (the "Initial Shares") were issued in a private placement to the Initial Shareholders of NorthStrive Acquisition Corp I. (the "Company") prior to the Company's initial public offering. Each Class B ordinary share will automatically convert into one Class A ordinary share at the time of the Company's initial Business Combination (or earlier at the option of the holder), on a one-for-one basis, subject to adjustment, as described in the Company's Amended and Restated Memorandum and Articles of Association and the final prospectus for the Company's initial public offering (File No. 333-297611).
2. F2. On October 20, 2026, NorthStrive Sponsor I LLC (the "Sponsor") forfeited and surrendered 325,607 Class B ordinary shares to the Company for cancellation, for no consideration, pursuant to Section 1.4.1 of the Underwriting Agreement, dated August 17, 2026, between the Company and D. Boral Capital LLC, as representative of the several underwriters therein, as amended by Amendment No. 1 to Underwriting Agreement, dated as of October 8, 2026, (the "UA Amendment"). The cancellation became effective on October 20, 2026, with retroactive effect to October 3, 2026. The UA Amendment implements the pro rata allocation of the 629,998-share forfeiture required because the underwriters' Over-allotment Option expired unexercised on October 3, 2026. The Sponsor's share of that forfeiture (325,607 Initial Shares) was calculated pro rata based on the Initial Shares held by the Sponsor relative to the aggregate Initial Shares outstanding as set forth in Exhibit A to the UA Amendment.
3. F3. The securities are held directly by the Sponsor. PMGC Holdings Inc. ("PMGC") is the sole member of the Sponsor and holds all membership interests and voting power of the Sponsor and, as a result, may be deemed to beneficially own the securities held by the Sponsor. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Key Figures

Shares forfeited: 325,607 Class B ordinary shares Resulting direct holdings: 2,170,713 Class B ordinary shares Total forfeiture allocation: 629,998 shares

3 metrics

Shares forfeited 325,607 Class B ordinary shares NorthStrive Sponsor I LLC's cancellation on October 20, 2026

Resulting direct holdings 2,170,713 Class B ordinary shares NorthStrive Sponsor I LLC's reported position following the transaction on October 20, 2026

Total forfeiture allocation 629,998 shares Allocation required after the Over-allotment Option expired unexercised on October 3, 2026

Key Terms

Initial Shares, Over-allotment Option, pro rata allocation, pecuniary interest

4 terms

Initial Shares financial

"Class B ordinary shares (the "Initial Shares")"

Over-allotment Option financial

"the underwriters' Over-allotment Option expired unexercised"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

pro rata allocation financial

"implements the pro rata allocation of the 629,998-share forfeiture"

pecuniary interest regulatory

"except to the extent of its pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NSAI Class B shares were forfeited and canceled?

NorthStrive Sponsor I LLC forfeited and surrendered 325,607 Class B ordinary shares to NorthStrive Acquisition Corp I. for cancellation on October 20, 2026, for no consideration. The cancellation became effective that day, retroactive to October 3, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/22/2026 - 04:05 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NorthStrive Sponsor I LLC

(Last) (First) (Middle)

675 WEST HASTINGS STREET

SUITE 805

(Street)

VANCOUVER V6B1N2

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
NorthStrive Acquisition Corp I. [ NSAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B ordinary shares, par value $0.0001 per share(1)	10/20/2026(2)		J(2)		325,607	D	$0.00(2)	2,170,713	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

NorthStrive Sponsor I LLC

(Last) (First) (Middle)

675 WEST HASTINGS STREET

SUITE 805

(Street)

VANCOUVER V6B1N2

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PMGC Holdings Inc.

(Last) (First) (Middle)

675 WEST HASTINGS STREET

SUITE 805

(Street)

VANCOUVER V6B1N2

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Class B ordinary shares (the "Initial Shares") were issued in a private placement to the Initial Shareholders of NorthStrive Acquisition Corp I. (the "Company") prior to the Company's initial public offering. Each Class B ordinary share will automatically convert into one Class A ordinary share at the time of the Company's initial Business Combination (or earlier at the option of the holder), on a one-for-one basis, subject to adjustment, as described in the Company's Amended and Restated Memorandum and Articles of Association and the final prospectus for the Company's initial public offering (File No. 333-297611).

2. On October 20, 2026, NorthStrive Sponsor I LLC (the "Sponsor") forfeited and surrendered 325,607 Class B ordinary shares to the Company for cancellation, for no consideration, pursuant to Section 1.4.1 of the Underwriting Agreement, dated August 17, 2026, between the Company and D. Boral Capital LLC, as representative of the several underwriters therein, as amended by Amendment No. 1 to Underwriting Agreement, dated as of October 8, 2026, (the "UA Amendment"). The cancellation became effective on October 20, 2026, with retroactive effect to October 3, 2026. The UA Amendment implements the pro rata allocation of the 629,998-share forfeiture required because the underwriters' Over-allotment Option expired unexercised on October 3, 2026. The Sponsor's share of that forfeiture (325,607 Initial Shares) was calculated pro rata based on the Initial Shares held by the Sponsor relative to the aggregate Initial Shares outstanding as set forth in Exhibit A to the UA Amendment.

3. The securities are held directly by the Sponsor. PMGC Holdings Inc. ("PMGC") is the sole member of the Sponsor and holds all membership interests and voting power of the Sponsor and, as a result, may be deemed to beneficially own the securities held by the Sponsor. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	/s/ George Kovalyov	10/22/2026
	/s/ Graydon Bensler	10/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)