NorthStrive Acquisition Corp I filed a current report on November 2, 2026, disclosing that it entered into a business combination agreement with Nuclea Energy Inc. on October 30, 2026.

Key Highlights

  • Agreement date: The business combination agreement was signed on October 30, 2026, among NorthStrive Acquisition Corp I, Nuclea Energy Inc., and wholly-owned subsidiary 1614485 B.C. Ltd.
  • Unanimous approval: According to the filing, the agreement and related transactions were unanimously approved by the boards of directors of each of the SPAC and the Company.
  • Name change planned: Upon completion of the SPAC Continuance to Canada, NorthStrive Acquisition Corp I's name is to be changed to "Nuclea-X Inc." or such other name as the parties may agree on.
  • Structural steps: The filing describes a three-step process: SPAC redomiciliation from the Cayman Islands to Canada under the CBCA, conversion of outstanding Company Debentures into Company Shares, and then an amalgamation of Nuclea Energy Inc. with Amalgamation Sub under the BCBCA.
  • Warrant exercise price: Existing SPAC Warrants are exercisable for one Class A ordinary share at an exercise price of $11.50 per share, as stated in the registered-securities table.
  • Securities listed: The SPAC's Class A ordinary shares trade under NASDAQ:NSAI, with units under NSAIU, rights under NSAIR, and warrants under NSAIW, all on The Nasdaq Stock Market LLC.

NorthStrive and Nuclea Energy: Structure of the Proposed Amalgamation

According to the filing, NorthStrive Acquisition Corp I, a Cayman Islands exempted company, entered into the business combination agreement on October 30, 2026, with Nuclea Energy Inc., a company incorporated under the Business Corporations Act (British Columbia), and 1614485 B.C. Ltd., a wholly-owned subsidiary of the SPAC referred to as the Amalgamation Sub. The filing states that the agreement was filed under Rule 425 of the Securities Act as a written communication.

The filing describes the proposed transaction as a sequence of steps. First, following receipt of SPAC Shareholder Approval, the SPAC is to complete deregistration as a Cayman Islands exempted company and then continue under the Canada Business Corporations Act, with a name change to "Nuclea-X Inc." taking effect at that point. Second, immediately prior to the amalgamation becoming effective, all issued and outstanding Company Debentures are to be converted into Company Shares in accordance with their respective terms. Third, at closing, Nuclea Energy Inc. and the Amalgamation Sub are to amalgamate under section 269 of the BCBCA, with the resulting entity, referred to in the filing as "Amalco," becoming a direct wholly-owned subsidiary of the SPAC.

At the amalgamation effective time, the filing states, each Company Share outstanding immediately prior to closing (other than dissent shares) is to be cancelled and the holder is to receive a number of fully paid and non-assessable SPAC Class A Shares equal to the "Amalgamation Multiple." Company Options outstanding at that time are to be cancelled and replaced by Rollover Options exercisable for SPAC Class A Shares, with the number of shares and exercise price adjusted by the Amalgamation Multiple as described in the filing. Each outstanding SPAC Right is to be automatically converted into one-fourth of a SPAC Class A Share at closing, and each SPAC Unit is to be severed into its component Class A Share, Warrant, and Right.

What Was Disclosed

NorthStrive Acquisition Corp I disclosed the entry into a business combination agreement with Nuclea Energy Inc. and 1614485 B.C. Ltd. on October 30, 2026, detailing a planned redomiciliation to Canada, debenture conversion, and amalgamation under British Columbia law.