UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| acquire 1/4th of one Class A Ordinary Share | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The | ||||
| The 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
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Item 8.01. Other Events
On August 19, 2026, NorthStrive Acquisition Corp I. (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”), at a price of $10.00 per Unit, 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.
Simultaneously with the closing of the IPO, pursuant to the Private 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 completion of the Company’s initial business combination, and (ii) 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.
As of August 19, 2026, a total of $102,317,500 of proceeds from the IPO and the sale of the Private Placement Units was received by the Company, of which $100,000,000 was placed in a U.S.-based trust account maintained by Equiniti Trust Company, LLC, acting as trustee. After payment of $1,620,488 of IPO-related expenses (including $256,920 repaid under the sponsor promissory note) and $39,629 of operating expenses, the remaining proceeds are held outside the trust account and, together with the Company’s other current assets and liabilities, provide working capital of $591,729. Net proceeds of $100,000,000 will remain in the trust account.
An audited balance sheet as of August 19, 2026 reflecting receipt of the proceeds from the IPO and the sale of the Private Placement Units will be filed upon amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of August 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
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 27, 2026 | ||
| NORTHSTRIVE ACQUISITION CORP I. | ||
| By: | /s/ James S. Dawson | |
| Name: | James S. Dawson | |
| Title: | Chief Financial Officer | |
| 2 |