NorthStrive Acquisition Corp I. Class A Ordinary Shares (NSAI) News & EventsNSAINorthStrive Acquisition Corp I. Class A Ordinary Shares

Nuclea Energy and NorthStrive to Merge with Enterprise Value of $350M

Nuclea Energy and NorthStrive Acquisition announced that they have entered into a definitive business combination agreement pursuant to which, if the proposed transaction is consummated, Nuclea would become a publicly traded company. On closing of the proposed transaction, NSAC I is expected to be renamed Nuclea-X Inc. and to list on Nasdaq. The proposed transaction implies an enterprise value for Nuclea of $350M, subject to adjustments at closing. Pursuant to the business combination agreement, NSAC I will deregister as a Cayman Islands exempted company and continue to Canada under the Canada Business Corporations Act. Nuclea will then amalgamate with a wholly owned subsidiary of NSAC I under the Business Corporations Act, and the amalgamated company will become a wholly owned subsidiary of the Combined Company. Nuclea's shareholders will receive Class A shares of the Combined Company valued at $10.00 per share. The number of shares is based on a valuation of Nuclea of $350M, reduced by Nuclea's indebtedness and other agreed debt-like items at closing and by Nuclea transaction expenses above $1.5 million, and increased by Nuclea's cash at closing and by NSAC I transaction expenses above $1.5M, less 500,000 Class A shares issuable to an advisor to Nuclea. Outstanding Nuclea options will roll over into options of the combined company. Nuclea's shareholders will also receive an aggregate of 5,000,000 Class A Earnout Shares, 5,000,000 Class B Earnout Shares and 5,000,000 Class C Earnout Shares of the combined company with no voting or economic rights, that will convert into publicly-traded Class A Shares of the combined company if, within four years of closing, the combined company: achieves criticality in a molten salt reactor or criticality of recycled nuclear fuel; receives acceptance of a license or permit to construct from a nuclear regulator for a demonstration nuclear facility and receives approvals for at least $100M of grants, government funding or other non-dilutive project financing. The boards of directors of Nuclea and NSAC I have unanimously approved the proposed transaction. Nuclea shareholders holding at least 66 2/3% of Nuclea's shares, including Sagar Sanghera and Vinayak Ashok Gunda, have entered into voting agreements in support of the proposed transaction, and NorthStrive Sponsor I, NSAC I's sponsor, and Sinamor have entered into a support agreement with NSAC I and Nuclea. Sinamor has also entered into a securities purchase agreement with NSAC I and the sponsor to acquire Class B ordinary shares of NSAC I. Following closing, the combined company is expected to be led by Nuclea's current management team, including Josef Freundorfer as CEO and Sagar Sanghera as executive chairman. The proposed transaction is expected to close in the first half of 2027, subject to the satisfaction or waiver of the closing conditions described above.