NorthStrive Acquisition Corp I filed a Form 8-K on November 2, 2026, reporting that on October 30, 2026, it entered into a Business Combination Agreement with Nuclea Energy Inc. and wholly-owned subsidiary 1614485 B.C. Ltd., outlining a multi-step amalgamation transaction.

Key Highlights

  • Agreement date: The Business Combination Agreement was signed on October 30, 2026, among NorthStrive Acquisition Corp I, Nuclea Energy Inc. (incorporated under the Business Corporations Act of British Columbia), and 1614485 B.C. Ltd., a wholly-owned SPAC subsidiary.
  • Unanimous board approval: According to the filing, the BCA and the transactions contemplated thereby 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 under the CBCA, the SPAC's name will change from "NorthStrive Acquisition Corp I" to "Nuclea-X Inc." or such other name as the parties may agree on.
  • Debenture conversion: Immediately prior to the Amalgamation Effective Time, all issued and outstanding Company Debentures are to be converted into Company Shares in accordance with their respective terms.
  • Options rollover: Each Company Option outstanding at the Amalgamation Effective Time will be cancelled and exchanged for a Rollover Option exercisable for SPAC Class A Shares, with the exercise price expressed in U.S. dollars and adjusted by the Amalgamation Multiple.
  • Rights conversion: Each SPAC Right outstanding immediately prior to closing will be automatically converted into one-fourth of a SPAC Class A Share.
  • Registered securities: The SPAC's Class A ordinary shares trade on NASDAQ:NSAI, with units under NSAIU, rights under NSAIR, and warrants (exercisable at $11.50 per share) under NSAIW, all on The Nasdaq Stock Market LLC.

NorthStrive and Nuclea Energy: Structure of the Proposed Amalgamation

According to the filing, the business combination is designed to proceed in three sequential steps. First, following receipt of SPAC shareholder approval, NorthStrive Acquisition Corp I will deregister as a Cayman Islands exempted company and continue into Canada under the Canada Business Corporations Act, at which point its name is to change to "Nuclea-X Inc." Second, immediately before the Amalgamation Effective Time, all outstanding Company Debentures will convert into Company Shares under their respective terms. Third, Nuclea Energy Inc. and the Amalgamation Sub will amalgamate under the BCBCA to form a single company called Amalco, which will then become a direct wholly-owned subsidiary of the SPAC.

At the Amalgamation Effective Time, the filing discloses, each Company Share outstanding immediately prior to the event (other than Dissent Shares as defined in the BCA) will be cancelled, and the SPAC will issue to the holder a number of fully paid and non-assessable SPAC Class A Shares equal to the Amalgamation Multiple. In exchange, Amalco will issue to the SPAC one Amalco Share for each SPAC Class A Share so issued. Company Options will be cancelled and replaced with Rollover Options, with the number of underlying SPAC Class A Shares calculated by multiplying the original Company Share count by the Amalgamation Multiple, rounded down to the nearest whole number, and the per share exercise price divided by the Amalgamation Multiple and rounded up to the nearest whole cent.

The filing also states that each outstanding SPAC Unit will, to the extent not already separated, be automatically severed at closing into one SPAC Class A Share, one SPAC Warrant, and one SPAC Right. Warrants will be exchanged for warrants to acquire the same number of post-Continuance SPAC Class A Shares at the same per share exercise price, while each SPAC Right will be automatically converted into one-fourth of a SPAC Class A Share. The filing was checked under Rule 425 of the Securities Act, indicating it constitutes written communications pursuant to that rule.

What Was Disclosed

NorthStrive Acquisition Corp I disclosed the signing of a Business Combination Agreement with Nuclea Energy Inc. and 1614485 B.C. Ltd., covering the structure of a planned SPAC continuance into Canada, debenture conversion, and a BCBCA amalgamation, as reported in a Form 8-K dated October 30, 2026.