NorthStrive Acquisition Corp I files for $100M SPAC IPO, targeting manufacturing businesses

10,000,000 units, at $10.00 per unit

Each warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share

Our sponsor has committed to purchasing from us an aggregate of 231,750 private units at $10.00 per private unit (for a total purchase price of $2,317,500).

$100,000,000 or $10 per unit ($115,000,000, if the Representative’s over-allotment option is exercised in full) will be placed into a U.S.-based trust account

Upon the closing of this offering, our sponsor will have invested in us an aggregate of $2,330,161, comprised of the $12,661 purchase price for the initial shares (together with the amounts invested by our founders and advisors, $24,496, or approximately $0.005 per share) and the $2,317,500 purchase price for the private units (or $10.00 per unit).

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company.

payment to an affiliate of our sponsor of $10,000 per month from the closing of this offering, for office space, utilities and secretarial and administrative support

We have 12 months from the closing of this offering to consummate our initial business combination, subject to extension for no more than two (2) three-month periods by depositing an additional $0.10 per share then outstanding for each three-month period into the trust account.

We are a blank check company incorporated in the Cayman Islands on April 27, 2026, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities

Between June 3, 2026 and June 5, 2026, an aggregate of 4,829,998 initial shares were issued to our sponsor, founders, and advisors, for an aggregate purchase price of $24,496, or approximately $0.005 per share.

only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, the Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards.

our sponsor has committed to purchasing from us an aggregate of 231,750 private units at $10.00 per private unit (for a total purchase price of $2,317,500).

NorthStrive Sponsor I LLC

$10,000 per month

Office space, administrative and shared personnel support services

The earlier of (1) one year after the completion of our initial business combination; or (2) the date following the consummation of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their shares for cash, securities or other property (the “Lock-Up”).

Notwithstanding the foregoing, the initial shares will be released from the Lock-Up if (1) the reported closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their shares for cash, securities or other property.

In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our initial shares, private units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities.

Gross proceeds | From offering | $ 100,000,000 | $ 115,000,000

Our sponsor has agreed to purchase an aggregate of 231,750 private units at a price of $10.00 per private unit ($2,317,500 in the aggregate) in a private placement that will occur simultaneously with the closing of this offering.

The following table sets forth the use of the estimated $724,830 of net proceeds not held in the trust account:

The payment to our sponsor of a monthly fee of $10,000 is for general and administrative services including office space, utilities and secretarial and administrative support.

On May 27, 2026, we issued an unsecured promissory note to our sponsor with an aggregate principal amount of up to $500,000, which is non-interest-bearing.

dilution to public shareholders from this offering will be $9.85 per share (or $9.86 if the Representative’s over-allotment option is exercised in full)

our pro forma net tangible book value at June 30, 2026 would have been $643,677, or $0.15 per share (or $733,377 or $0.14 per share if the Representative’s over-allotment option is exercised in full)

Assuming Full Exercise of Over-Allotment Option | $ 6.74 | $ 6.13 | $ 3.87 | $ 5.19 | $ 4.81 | $ 3.58 | $ 6.42 | $ 0.14 | $ 9.86 | Assuming No Exercise of Over-Allotment Option | $ 6.73 | $ 6.12 | $ 3.88 | $ 5.18 | $ 4.82 | $ 3.57 | $ 6.43 | $ 0.15 | $ 9.85

if we consummate a business combination with a potential business combination target with an agreed upon consideration of $600 million assuming an all-share transaction, the shareholders of the potential business combination target would be issued 60 million shares, which would dilute the interest of our shareholders

As of June 30, 2026, we have $24,446 in cash and a working capital deficit of $47,194. Further, we expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

We are a newly formed blank check company with no operating results to date. Therefore, our ability to commence operations is dependent upon obtaining financing through the public offering of our securities.

Upon consummation of our offering and the private placement, our sponsor and founders will own approximately 30% of our issued and outstanding ordinary shares

prior to this offering, our sponsor and founders paid a nominal aggregate purchase price of $24,496 for the initial shares, or approximately $0.005 per Class B ordinary share

At $6.69 per Class A ordinary share, the 4,431,750 Class A ordinary shares that the sponsor, founders, and advisors would own upon completion of our initial business combination (after automatic conversion of the 4,200,000 Class B ordinary shares) would have an aggregate implied value of approximately $29,648,408.

we could need as little as 2,784,126 of our public shares (or approximately 27.8% of our public shares) to be voted in favor of the transaction in order to have such transaction approved

Governments in many Asian countries have imposed regulations that limit foreign investors’ equity ownership or prohibit foreign investments altogether in companies that operate in certain industries.

General corporate governance standards in some countries are weak in that they do not prevent business practices that cause unfavorable related party transactions, over-leveraging, improper accounting, family company interconnectivity and poor management.

For the period from inception to June 30, 2026, we had a net loss of $15,949, which consisted of formation and general and administrative costs.

as of June 30, 2026, we had $24,446 in cash and a working capital deficit of $47,194.

we estimate that the net proceeds from (1) the sale of the units in this offering of $100,000,000 (or $115,000,000 if the over-allotment option is exercised in full), deducting offering expenses of approximately $592,670 and underwriting discounts and commissions of $1,000,000 (or $1,150,000 if the over-allotment option is exercised in full) and (2) the sale of the private units for a purchase price of $10.00 per private unit will be $2,317,500 (or $2,467,500 if the over-allotment option is exercised in full). Of this amount, $100,000,000 (or $115,000,000 if the over-allotment option is exercised in full) will be held in the trust account. The remaining $724,830 (whether or not the over-allotment option is exercised in full) will not be held in the trust account.

Out of the funds available outside the trust account, we anticipate that we will incur approximately:

• $100,000 of expenses for legal, accounting, due diligence, travelling and others related to any business combination;

• $219,830 of expenses for legal and accounting related to regulatory reporting obligations;

• $160,000 of NASDAQ continued listing fees;

• $125,000 of directors and officers insurance; and

• $120,000 to sponsor for administrative fee

If an acquisition has not been consummated within 12 months after the effective date of the company’s registration statement, funds held in the trust or escrow account would be returned to investors.

$10,000 per month

2,496,320 Class B Ordinary Shares (including up to an aggregate of 325,607 Class B ordinary shares subject to forfeiture to the extent that the Representative’s over-allotment option is not exercised in full or in part)

Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio

231,750 (or up to 246,750 units if the Representative’s over-allotment option is exercised in full) Private Units to be purchased simultaneously with the closing of this offering

The financial statements of NorthStrive Acquisition Corp I. as of June 30, 2026 and for the period from April 27, 2026 (inception) through June 30, 2025 appearing in this prospectus have been audited by CBIZ CPAs P.C., independent registered public accounting firm, as set forth in their report, thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of NorthStrive Acquisition Corp I. to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance on such report given on the authority of such firm as experts in auditing and accounting.