NorthStrive Acquisition Corp I.
Filed Jul 22, 2026.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Jul 22, 2026
Contents
CAPITALIZATION
The following table sets forth our capitalization as of June 30, 2026 and as adjusted to give effect to the sale of our units in this offering and the sale of the private units and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:
| Actual | As Adjusted(1) | |
|---|---|---|
| Note payable to related party(2) | $22,920 | $— |
| Deferred underwriting commissions | — | 3,500,000 |
| Over-allotment liabilities | — | 89,700 |
| Class A ordinary shares; 0 and 10,000,000 shares subject to possible redemption, actual and as adjusted, respectively(3) | — | 100,000,000 |
| Preference shares, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding, actual and as adjusted | — | — |
| Class A ordinary shares, $0.0001 par value, [480,000,000] shares authorized, 0 and 231,750 shares issued and outstanding (excluding 0 and 10,000,000 shares subject to possible redemption), actual and as adjusted, respectively(4) | — | 23 |
| Class B ordinary shares, $0.0001 par value, 10,000,000 shares authorized, 4,829,998 and 4,200,000 shares issued and outstanding, actual and as adjusted, respectively(5) | 483 | 420 |
| Additional paid-in capital | 24,013 | — |
| Accumulated deficit | (15,949) | (2,856,766) |
| Total shareholders’ equity (deficit) | 8,547 | (2,856,323) |
| Total capitalization | $31,467 | $100,733,377 |
(1) Includes $2,317,500 of proceeds we will receive from the sale of the private units, assuming no exercise of the Representative’s over-allotment option.
(2) On May 27, 2026, we issued an unsecured promissory note to our sponsor with an aggregate principal amount of $500,000, which is non-interest-bearing and payable on the earlier of (1) May 27, 2028 and (2) the date on which we consummate the initial public offering of our securities or the date on which we determine not to conduct an initial public offering of our securities. As of June 30, 2026, we had borrowed $22,920 under the promissory note with our sponsor.
(3) All of the 10,000,000 Class A ordinary shares sold as part of the units in this offering contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our post-offering amended and restated memorandum and articles of association. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the outstanding Class A ordinary shares are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Given that the 10,000,000 Class A ordinary shares sold as part of the units in the offering will be issued with other freestanding instruments (i.e., warrants and rights), the initial carrying value of Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The resulting discount to the initial carrying value of temporary equity will be accreted upon the closing of this offering such that the carrying value will equal the redemption value on such date. The accretion or remeasurement will be recognized as a reduction to retained earnings, or in the absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares will be excluded from earnings per share as the redemption value approximates fair value. The “as adjusted” value of Class A ordinary shares subject to possible redemption represents 10,000,000 Class A ordinary shares at $10.00 per share.
(4) As adjusted number assumes no exercise of the Representative’s over-allotment option and an aggregate of 231,750 ordinary shares have been included as a result thereof, consisting of 231,750 private shares underlying the private units purchased by our sponsor concurrent with this offering.
(5) Actual share amount is prior to any forfeiture of initial shares by our sponsor and as adjusted share amount assumes no exercise of the Representative’s over-allotment option and forfeiture of an aggregate of 629,998 initial shares by our sponsor.
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