NorthStrive Acquisition Corp I.
For the period ended Oct 30, 2026. Filed Nov 2, 2026.
View on SEC.govAbout this filing
A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Oct 30, 2026 · Filed Nov 2, 2026
Contents
EX-99.1 · PROXY STATEMENT
proxy statement/prospectus of NSAC I, and will file other documents regarding the Proposed Transaction with the SEC. NSAC I’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the Proposed Transaction, as these materials will contain important information about Nuclea, NSAC I and the Proposed Transaction. Promptly after the Form S-4 is declared effective by the SEC, NSAC I will provide the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of NSAC I are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the Proposed Transaction. The documents filed by NSAC I with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, once available, copies of the registration statement, the proxy statement/prospectus and the other documents filed by NSAC I with the SEC may be obtained free of charge through the website maintained by the SEC at www.sec.gov. In addition, once available, copies of the registration statement, the proxy statement/prospectus and the other documents filed by NSAC I with the SEC may be obtained free of charge from NSAC I by directing a written request to NSAC I at 520 Newport Center Drive, Suite 470, Newport Beach, CA 92660, Attention: Michel Tamer, Chief Executive Officer, or by telephone at (888) 445-4886.
No Offer or Solicitation
This communication does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, a solicitation of any vote or approval, consent or authorization with respect to any securities or in respect of the Proposed Transaction described herein and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation
NSAC I and its directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the Proposed Transaction. A list of the names of those directors and executive officers and a description of their interests in NSAC I will be included in the proxy statement/prospectus for the Proposed Transaction when available at www.sec.gov. Information about NSAC I’s directors and executive officers and their ownership of NSAC I shares is set forth in NSAC I’s final prospectus dated August 17, 2026, filed with the SEC in connection with its initial public offering (File No. 333-297611). Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the Proposed Transaction when it becomes available. These documents can be obtained free of charge from the source indicated above.
Nuclea and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of NSAC I in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement/prospectus for the Proposed Transaction.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will,” “would,” “are expected to,” “is anticipated,” “estimated,” “believe,” “could,” “intend,” “may,” “might,” “plan,” “projection,” “pro forma,” “should,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Nuclea’s industry and market sizes, future opportunities for Nuclea and NSAC I, Nuclea’s technology development and regulatory plans, the completion of the Moltex Acquisition, the bridge financing, the continuance of NSAC I to Canada, and the Proposed Transaction between NSAC I and Nuclea, including the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the Proposed Transaction. Such forward-looking statements are based upon the current beliefs and expectations of NSAC I’s and Nuclea’s management and are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond NSAC I’s or Nuclea’s control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. There can be no assurance that the Proposed Transaction will be consummated on the anticipated timeline or at all, or that, if consummated, the Combined Company’s securities will be approved for listing or remain listed on Nasdaq. Factors that could cause actual results to differ include, but are not limited to: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all, including by NSAC I’s deadline of August 19, 2027 to complete a business combination; (ii) the failure to satisfy the conditions to closing, including approval by the shareholders of NSAC I and Nuclea, the effectiveness of the registration statement on Form S-4, satisfaction of the minimum cash condition and approval of the Combined Company’s listing on Nasdaq; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (iv) the amount of redemption requests made by NSAC I’s public shareholders; (v) the risk that the Moltex Acquisition, including any required U.K. regulatory clearances, is not completed on the anticipated terms, by November 30, 2026 or at all; (vi) the ability to obtain audited and other financial statements of Nuclea and the Moltex business required for the registration statement on Form S-4, including whether the SEC grants relief from the requirement to include financial statements of Moltex or the acquired Moltex assets; (vii) risks related to the continuance of NSAC I to Canada and the amalgamation; (viii) the ability of Nuclea to obtain the nuclear regulatory licenses, permits and approvals required to develop, construct and operate its facilities and technologies, and the timing of any such approvals; (ix) the risk that Nuclea’s technologies, including the WATSS process and its reactor designs, may not be successfully developed, demonstrated, licensed or commercialized, and that Nuclea may never achieve criticality or the earnout milestones; (x) Nuclea’s ability to raise additional capital, including grants, government funding and other non-dilutive financing, on acceptable terms or at all; (xi) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Proposed Transaction; (xii) the ability of the Combined Company to meet Nasdaq’s initial and continued listing standards; (xiii) the costs related to the Proposed Transaction; (xiv) changes in applicable laws, regulations and government policy relating to nuclear energy; and (xv) other risks and uncertainties to be included in the registration statement on Form S-4, including under the heading “Risk Factors,” and in NSAC I’s other filings with the SEC. All subsequent written and oral forward-looking statements concerning Nuclea and NSAC I or the Combined Company, the transactions described herein, or other matters and attributable to Nuclea and NSAC I or the Combined Company, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, NSAC I and Nuclea do not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Contacts
Nuclea Energy Inc.
Josef Freundorfer, Chief Executive Officer
ir@nuclea.energy
NorthStrive Acquisition Corp I
Michel Tamer, Chief Executive Officer
Dealflow@northstrivespac1.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.