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NorthStrive Acquisition Corp I. NSAI

NorthStrive Acquisition Corp I enters business combination

Item 1.01 Enters material agreement

Form
8-K
Filed
Importance
Major
  1. SPAC and Company entered into BCA on Oct 30, 2026
  2. SPAC will change name to Nuclea-X Inc. after continuance
  3. Company shares will be converted into SPAC Class A Shares
  4. Amalgamation Sub will be cancelled after Amalgamation

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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From the filing

Item 1.01 Entry Into a Material Definitive

Item 1.01 Entry Into a Material Definitive

Agreement

Business Combination

Agreement

On

October 30, 2026, NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the " SPAC "), entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the " BCA "), with Nuclea Energy Inc., a company incorporated under the Business Corporations Act (British Columbia) (" BCBCA ") (the " Company ") and 1614485 B.C. Ltd., a company incorporated under the BCBCA and a wholly-owned subsidiary of the SPAC (the " Amalgamation Sub ," together with the SPAC and the Company, the "Parties ," and each, a " Party ").

The BCA and the transactions contemplated thereby were unanimously approved by the boards of directors of each of the SPAC and the Company.

The Business Combination

The

BCA contemplates that the business combination among the SPAC, the Company and Amalgamation Sub will be completed through the following series of transactions:

● after receipt of the SPAC Shareholder Approval (as defined below) but prior to the time when the Amalgamation (as defined below) becomes effective (the " Amalgamation Effective Time "), the SPAC shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act (Revised) of the Cayman Islands and, immediately upon such deregistration, the continuance to Canada under the Canada Business Corporations Act (" CBCA ") (the " SPAC Continuance "). Upon the completion of the SPAC Continuance, the name of the SPAC shall be changed from "NorthStrive Acquisition Corp I" to "Nuclea-X Inc." or such other name as the Parties may agree on;

● following completion of the SPAC Continuance and immediately prior to the Amalgamation Effective Time, all of the issued and outstanding Company Debentures (as defined below) shall be converted into Company Shares (as defined below) in accordance with their respective terms; and ● following the SPAC Co

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