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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): August 17, 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: “NSAIU,” “NSAI,” “NSAIW,” and “NSAIR”
| 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 1.01. Entry into a Material
Definitive Agreement.
On August 17, 2026, NorthStrive Acquisition Corp I. (the “Company”) priced its initial public offering (the “IPO”)
of 10,000,000 units (the “Units”), at a price of $10.00 per Unit and on August 19, 2026 the Company consummated the IPO for
total gross proceeds of $100,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the
“Class A Ordinary Shares”), one right entitling the holder to receive one-fourth (1/4th) of one Class A Ordinary Share upon
the consummation of the Company’s initial business combination (each, a “Right”) and one redeemable warrant (the “Warrant”),
with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The
underwriters have a 45-day option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any.
The Company filed a
registration statement on Form S-1 (File No. 333-297611), as amended (the “Registration Statement”), with the U.S.
Securities and Exchange Commission (the “Commission”) relating to the IPO, which was declared effective by the
Commission on August 17, 2026.
In connection with the IPO,
on August 17, 2026, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s
Registration Statement:
| ● | Underwriting Agreement, dated August 17, 2026, by and between
the Company and D. Boral Capital LLC, as representatives of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and is
incorporated herein by reference; |
| ● | Warrant Agreement, dated August 17, 2026, by and between
the Company and VStock Transfer, LLC, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference; |
| ● | Rights Agreement, dated August 17, 2026, by and between the
Company and VStock Transfer, LLC, a copy of which is attached as Exhibit 4.2 hereto and is incorporated herein by reference; |
| ● | Letter Agreement, dated August 17, 2026, by and between the
Company, its executive officers, its directors and NorthStrive Sponsor I LLC (the “Sponsor”), a copy of which is attached
as Exhibit 10.1 hereto and is incorporated herein by reference; |
| ● | Investment Management Trust Agreement, dated August 17, 2026,
by and between the Company and Equiniti Trust Company, LLC, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein
by reference; |
| ● | Registration Rights Agreement, dated August 17, 2026, by
and among the Company, the Sponsor and the Holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated
herein by reference; |
| ● | Private Placement Units Purchase Agreement, dated August
17, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by
reference; |
| ● | Indemnity Agreement, dated August 17, 2026, by and between the Company and each of the Company’s directors and officers: Michel
Tamer, James Dawson, Jeffrey Parry, George Kovalyov, Dane May, Gust Kepler and David Goertz, a form of which is attached as Exhibit 10.5
hereto and is incorporated herein by reference; and |
| ● | Administrative Services Agreement, dated August 17, 2026,
by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
The material terms of such agreements
are fully described in the Company’s final prospectus, dated August 17, 2026 as filed with the Commission on August 19, 2026 (the
“Prospectus”) and are incorporated herein by reference. Each of the foregoing agreements, are attached hereto as exhibits
to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.
Item 3.02. Unregistered Sales of Equity Securities.
On August 19, 2026,
simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the
private sale of an aggregate of 231,750 units (the “Private Placement Units”) to the Sponsor at a purchase price of
$10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,317,500 (the “Private Placement”). The
Private Placement Units are identical to the Units sold in the IPO, except that, for so long as the Private Placement Units are held
by the Sponsor or their permitted transferees, the Private Placement Units (i) may not (including the securities underlying the
Private Placement Units), subject to certain limited exceptions, be transferred, assigned or sold until the later of the effective
date of the IPO’s registration statement or the consummation of the Company’s initial business combination and are
entitled to registration rights. The material terms of the Private Placement Units are fully described in the Prospectus and are
incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private
Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the IPO,
on August 17, 2026, Michel Tamer, Chief Executive Officer, James Dawson, Chief Financial Officer, and the following
directors of the Company: Jeffrey Parry, George Kovalyov, Dane May, Gust Kepler, and David Goertz, each entered into an Indemnity Agreement
with the Company. On August 17, 2026, all directors and officers of the Company along with the Sponsor and certain other security holders
named therein, entered into the Letter Agreement.
Other than the foregoing, none
of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant to which they were appointed
as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K under the Securities
Act involving the Company.
A copy of the Letter Agreement
and form of the indemnity agreement are attached as Exhibits 10.1 and 10.5 hereto, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On August 19, 2026, immediately
prior to the consummation of the IPO, the Company’s Amended and Restated Memorandum and Articles of Association became effective
(the “Amended Charter”). The terms of the Amended Charter are set forth in the Registration Statement and are incorporated
herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $100,000,000 of the
net proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Equiniti
Trust Company, LLC, acting as trustee. Except with respect to the interest earned on the trust account that may be released to the Company
to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released
from the trust account until the earliest of: (i) the completion of its initial business combination; (ii) the redemption of any public
shares if it does not consummate an initial business combination within the completion window in accordance with the Amended Charter;
(iii) a repurchase of shares by means of a tender offer or (iv) the redemption of any public shares in connection with any amendment to
the Amended Charter (A) that would modify the substance or timing of its obligation to allow redemption in connection with its initial
business combination or its obligation to redeem 100% of the public shares if it is unable to consummate its initial business combination
within 12 months from the closing of this initial public offering, subject to extension of up to 18 months by means of two three-month
extensions in accordance with the Amended Charter, or (B) with respect to any other material provisions of the Amended Charter relating
to the rights of public shareholders or pre-initial business combination activity; and (iv) the Company’s liquidation.
An audited balance sheet as
of August 19, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be included in an amendment
to the Form 8-K.
On August 17, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On August 19, 2026, the Company issued
a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
| Underwriting
Agreement, dated August 17, 2026, by and among the Company and D. Boral Capital LLC, as representatives
of the underwriters named therein. |
| 3.1 |
| Amended and Restated Memorandum and Articles of Association |
| 4.1 |
| Warrant Agreement, dated August 17, 2026, by
and between the Company and VStock Transfer, LLC |
| 4.2 |
| Rights Agreement, dated August 17, 2026, by
and between the Company and VStock Transfer, LLC |
| 10.1 |
| Letter Agreement,
dated August 17, 2026, by and between the Company, its executive officers, its directors and the Sponsor |
| 10.2 |
| Investment Management Trust Agreement, dated
August 17, 2026, by and between the Company and Equiniti Trust Company, LLC. |
| 10.3 |
| Registration
Rights Agreement, dated August 17, 2026, among the Company , the Sponsor and the Holders signatory thereto |
| 10.4 |
| Private Placement Units Purchase Agreement, dated August 17, 2026,
between the Company and the Sponsor |
| 10.5 |
| Form of Indemnity Agreement, dated August 17, 2026, by and between the Company and each of the Company's directors and officers: Michel Tamer, James Dawson, Jeffrey Parry, George Kovalyov, Dane May, Gust Kepler and David Goertz. |
| 10.6 |
| Administrative Services Agreement, dated August
17, 2026, by and between the Company and the Sponsor. |
| 99.1 |
| Press Release, dated August 17, 2026. |
| 99.2 |
| Press Release, dated August 19, 2026. |
| 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: August 20, 2026
| NorthStrive Acquisition Corp I. | |
| | | |
| By: | /s/ Michel Tamer | |
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
NorthStrive Acquisition Corp I.
$100 Million Initial Public Offering
NEW YORK, NY, August 17, 2026 – NorthStrive
Acquisition Corp I. (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands
exempted company, today announced the pricing of its initial public offering of 10,000,000 units at an offering price of $10.00 per unit,
with each unit consisting of one Class A ordinary share, one redeemable warrant and one right to receive one-fourth (1/4th) of one Class
A ordinary share upon the consummation of an initial business combination. Each warrant will entitle the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share. The units are expected to trade on the Nasdaq under the ticker symbol “NSAIU”
beginning August 18, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares, the warrants
and the rights are expected to be traded on the Nasdaq under the symbols “NSAI,” “NSAIW,” and “NSAIR,”
respectively.
D. Boral Capital LLC is acting as sole book-running manager for the
offering.
The Company has granted the underwriter a 45-day option to purchase
up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any. The offering is expected to
close on August 19, 2026, subject to customary closing conditions.
A registration statement relating to the securities sold in the initial
public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 17, 2026. The
offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from D. Boral Capital LLC,
590 Madison Avenue, 39th Floor, New York, NY 10022, by email to dbccapitalmarkets@dboralcapital.com or by calling +1 (212) 970-5150, or
by accessing the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
NorthStrive Acquisition Corp I.
NorthStrive Acquisition Corp I. is a blank check company incorporated
in the Cayman Islands as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
We have not selected any business combination target, although we intend to focus our search for a target business on companies engaged
in the manufacturing sector serving high-growth demand markets, including, but not limited to, aerospace and defense, industrial technology,
and critical supply chains.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the Company’s initial public offering (“IPO”) and search for an initial
business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,
or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contact: Dealflow@northstrivespac1.com
Exhibit 99.2
NorthStrive Acquisition Corp I. Announces Closing
of $100,000,000 Initial Public Offering
New York, NY, August 19, 2026 – NorthStrive
Acquisition Corp I. (Nasdaq: NSAIU) (the “Company”), a newly organized special purpose acquisition company formed as a Cayman
Islands exempted company, today announced the closing of its initial public offering of 10,000,000 units at an offering price of $10.00
per unit, resulting in aggregate gross proceeds to the Company of $100,000,000. Each unit consists of one Class A ordinary share, one
redeemable warrant, and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial business
combination. Each whole warrant, which becomes exercisable on the later of: (i) 12 months from the date hereof, or (ii) the consummation
of our initial business combination, will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject
to adjustments. The units are listed on The Nasdaq Stock Market LLC (“Nasdaq”) and trade under the ticker symbol “NSAIU”.
Once the securities comprising the units begin separate trading, the Class A ordinary shares, warrants, and rights are expected to be
traded on Nasdaq under the symbols “NSAI”, “NSAIW”, and “NSAIR” respectively.
The Company intends to use the net proceeds from
the offering and the simultaneous private placement of units to pursue and consummate a business combination with one or more businesses.
D. Boral Capital LLC acted as sole book-running
manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 1,500,000 units at the
initial public offering price to cover over-allotments, if any.
Sichenzia Ross Ference Carmel LLP served as legal
counsel to the Company. DLA Piper LLP (US) served as legal counsel to the underwriters.
The offering was made only by means of a prospectus.
Copies of the prospectus may be obtained from: D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by emailing
dbccapitalmarkets@dboralcapital.com, or by accessing the Securities and Exchange
Commission (“SEC”) website at www.sec.gov.
A registration statement relating to the securities
has been filed with, and declared effective by, the SEC. This press release shall not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
NorthStrive Acquisition Corp I.
NorthStrive Acquisition Corp I. is a blank check company incorporated
in the Cayman Islands as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.
We have not selected any business combination target, although we intend to focus our search for a target business on companies engaged
in the manufacturing sector serving high-growth demand markets, including, but not limited to, aerospace and defense, industrial technology,
and critical supply chains.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the Company’s initial public offering (“IPO”) and search for an initial
business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,
or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contact: Dealflow@northstrivespac1.com
