Exhibit 3.2
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
NORTHSTRIVE ACQUISITION CORP I.
Auth
Code: C30844537871
www.verify.gov.ky
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
NORTHSTRIVE ACQUISITION CORP I.
| 1. | The name of the Company is NorthStrive Acquisition Corp I. |
| 2. | The registered office of the Company shall be at the offices of CO Services Cayman Limited, P.O. Box 10008, Pavilion East, Cricket Square, Grand Cayman KY1-1001, Cayman Islands, or at such other place as the Directors may from time to time decide. |
| 3. | The objects for which the Company is established are unrestricted and the Company shall have full power and authority to exercise all the functions of a natural person of full capacity. |
| 4. | The liability of each Member is limited to the amount from time to time unpaid on such Member's Shares. |
| 5. | The share capital of the Company is US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each. |
| 6. | The Company has the power to register by way of continuation outside of the Cayman Islands in accordance with the Companies Act and to de-register as an exempted company in the Cayman Islands. |
| 7. | Capitalised terms that are not defined in this Memorandum of Association have the same meaning as those given in the Articles of Association of the Company. |
| 2 | Auth Code: C30844537871 www.verify.gov.ky |
We, the subscriber to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum of Association, and we agree to take the number of Shares shown opposite our name.
DATED: 27 April 2026.
| Name and address of Subscriber | Number of Shares taken by Subscriber |
| /s/ Dylan Wiltermuth | One Class B ordinary share |
for and on behalf of
CO Services Cayman Limited
P.O. Box 10008
Pavilion East, Cricket Square
Grand Cayman KY1-1001
Cayman Islands
| acting by: | ||
| Name: | Dylan Wiltermuth | |
| Title: | Authorised signatory | |
| /s/ Jessica Powery-Caputo | |
| Jessica Powery-Caputo | |
| Witness to the above signature |
| 3 | Auth Code: C30844537871 www.verify.gov.ky |