Form 8-K

8-K — NorthStrive Acquisition Corp I.

Accession: 0001213900-26-094593

Filed: 2026-08-28

Period: 2026-08-19

CIK: 0002133719

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0303366-8k_northstrive1.htm (Primary)

EX-99.1 — AUDITED BALANCE SHEET AS OF AUGUST 19, 2026 (ea030336601ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 19, 2026

NorthStrive

Acquisition Corp I.

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-43452

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

120 Newport Center Drive, Newport Beach,

CA 92660

(Address of principal executive offices, including zip code)

(888) 445-4886

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, one warrant, and one right to acquire 1/4th of one Class A Ordinary Share

NSAIU

The Nasdaq Stock Market LLC

Class A Ordinary Shares included as part of the Units

NSAI

The Nasdaq Stock Market LLC

Rights included as part of the Units

NSAIR

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

NSAIW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On August 19, 2026, NorthStrive Acquisition Corp

I. (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the

“Units”), at a price of $10.00 per Unit, for total gross proceeds of $100,000,000. Each Unit consists of one Class

A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), one right entitling the

holder to receive one-fourth (1/4th) of one Class A Ordinary Share upon the consummation of the Company’s initial business

combination (each, a “Right”) and one redeemable warrant (the “Warrant”), with each Warrant entitling

the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The underwriters have a 45-day

option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any.

Simultaneously with the closing of the IPO, pursuant

to the Private Units Purchase Agreement, the Company completed the private sale of an aggregate of 231,750 units (the “Private

Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the

Company of $2,317,500 (the “Private Placement”). The Private Placement Units are identical to the Units sold in the

IPO, except that, for so long as the Private Placement Units are held by the Sponsor or their permitted transferees, the Private Placement

Units (i) may not (including the securities underlying the Private Placement Units), subject to certain limited exceptions, be transferred,

assigned or sold until the later of the effective date of the IPO’s registration statement or the completion of the Company’s

initial business combination, and (ii) are entitled to registration rights. The material terms of the Private Placement Units are fully

described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect

to the sale of the Private Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

As of August 19, 2026, a total of $102,317,500 of proceeds from the

IPO and the sale of the Private Placement Units was received by the Company, of which $100,000,000 was placed in a U.S.-based trust account

maintained by Equiniti Trust Company, LLC, acting as trustee. After payment of $1,620,488 of IPO-related expenses (including $256,920

repaid under the sponsor promissory note) and $39,629 of operating expenses, the remaining proceeds are held outside the trust account

and, together with the Company’s other current assets and liabilities, provide working capital of $591,729. Net proceeds of $100,000,000

will remain in the trust account.

An audited balance sheet as of August 19, 2026

reflecting receipt of the proceeds from the IPO and the sale of the Private Placement Units will be filed upon amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Audited

Balance Sheet as of August 19, 2026

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 27, 2026

NORTHSTRIVE ACQUISITION CORP I.

By:

/s/ James S. Dawson

Name:

James S. Dawson

Title:

Chief Financial Officer

EX-99.1 — AUDITED BALANCE SHEET AS OF AUGUST 19, 2026

EX-99.1

Filename: ea030336601ex99-1.htm · Sequence: 2

Exhibit 99.1

NORTHSTRIVE ACQUISITION CORP I.

INDEX TO FINANCIAL STATEMENT

Page

Audited Financial Statement of NorthStrive Acquisition Corp I.:

Report of Independent Registered Public Accounting Firm (PCAOB #199)

F-2

Balance Sheet as of August 19, 2026

F-3

Notes to Financial Statement

F-4

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

To the Shareholders and Board of Directors of

NorthStrive Acquisition Corp I.

Opinion on the Financial Statement

We have audited the accompanying balance sheet

of NorthStrive Acquisition Corp. I (the “Company”) as of August 19, 2026, and the related notes (collectively referred to

as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial

position of the Company as of August 19, 2026, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statement has been

prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statement, the

Company is a Special Purpose Acquisition Company that was formed for the purpose of effecting a merger, amalgamation, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses within an expected period

of 12 months from the closing of the initial public offering or by such earlier liquidation date as the board of directors may approve.

The Company lacks the capital resources it needs to fund its operations for a reasonable period of time, which is generally considered

to be one year from the issuance date of the financial statement. These conditions raise substantial doubt about the Company's ability

to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statement does

not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

The financial statement is the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required

to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor

since 2026.

New York, NY

August 27, 2026

F-2

NORTHSTRIVE ACQUISITION CORP I.

BALANCE SHEET

AUGUST 19, 2026

ASSETS:

Current assets

Cash

$ 412,149

Due from sponsor

166,500

Prepaid expenses

75,000

Prepaid insurance

103,180

Total current assets

756,829

Cash held in Trust Account

100,000,000

TOTAL ASSETS

$ 100,756,829

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT:

Current liabilities

Accrued offering costs

$ 75,000

Over-allotment option liability

90,100

Total current liabilities

165,100

Deferred underwriting fee

3,500,000

Total Liabilities

3,665,100

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 10,000,000 shares subject at redemption value of $10.00 per share

100,000,000

Shareholders’ Deficit

Preference shares, $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding

—

Class A ordinary shares, $0.0001 par value; 480,000,000

shares authorized; 231,750 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption)

Class B

ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 4,829,998 shares issued and outstanding(1)

483

Additional paid-in capital

—

Accumulated deficit

(2,908,777 )

Total Shareholders’ Deficit

(2,908,271 )

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

$ 100,756,829

(1) Includes 629,998 Class B ordinary shares subject to forfeiture if the over-allotment option is not

exercised in full or in part by the underwriters (Note 7).

The accompanying notes are an integral part of

the financial statement.

F-3

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 1 — ORGANIZATION AND BUSINESS

OPERATIONS AND GOING CONCERN

NorthStrive Acquisition Corp I.

(the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on April 27, 2026. The

Company was 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, which we refer to as a “target business”

(the “Business Combination”). The Company has not selected any specific Business Combination target, and the Company has not,

nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with

respect to an initial Business Combination with the Company.

As of August 19, 2026, the

Company had not yet commenced any operations. All activity for the period from April 27, 2026 (inception) through August 19, 2026

relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described

below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The

Company will generate non-operating income in the form of interest and/or dividend income from the proceeds derived from the Initial Public

Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor

is NorthStrive Sponsor I LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering

became effective on August 17, 2026. On August 19, 2026, the Company consummated the Initial Public Offering of 10,000,000 units

(the “Units”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one Class A ordinary

share, one redeemable warrant, and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an

initial Business Combination (“Share Right”). Each warrant entitles the holder thereof to purchase one Class A ordinary

share at a price of $11.50 per share, subject to adjustment. Only whole rights are exercisable. The Company has granted the underwriters

of the Initial Public Offering a 45-day option to purchase up to an additional 1,500,000 Units at the Initial Public Offering price to

cover over-allotments, if any.

Simultaneously with the closing

of the Initial Public Offering on August 19, 2026, the Company consummated the sale of 231,750 private placement units (the “Private

Placement Units”), at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds

of $2,317,500. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the

Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied

toward consummating a Business Combination (less deferred underwriting commissions).

Transaction costs amounted

to $5,076,968, consisting of $1,000,000 of cash underwriting fees, $3,500,000 of deferred underwriting fees, and $576,968 of other offering

costs.

The Company’s Business

Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance

in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income

earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only

complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities

of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance

that the Company will be able to successfully effect a Business Combination.

Following the closing of

the Initial Public Offering on August 19, 2026, an amount of $100,000,000 ($10.00 per Unit) from a portion of the net proceeds of

the sale of the Units and a portion of the net proceeds from the sale of the Private Placement Units was held in the trust account

(“Trust Account”) located in the United States with Equiniti Trust Company, LLC acting as trustee, and which will

initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market

funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct

U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole

purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment

company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust

Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the

Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the

Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes,

if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the

Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the

redemption of the Company’s Public Shares (as defined in Note 3) if the Company is unable to complete the initial Business

Combination within 12 months from the closing of the Initial Public Offering (with extensions for no more than two (2)

three-month periods thereafter) or by such earlier liquidation date as the Company’s board of directors may approve

(the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public

Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and

articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in

connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not

consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account

could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the

Company’s public shareholders.

F-4

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 1 — ORGANIZATION AND BUSINESS

OPERATIONS AND GOING CONCERN (cont.)

The Company will provide the

Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they

abstain, vote for, or vote against, our initial Business Combination upon completion of our initial Business Combination either (i) in

connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means

of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or

conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their

shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business

days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less

taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is

initially anticipated to be $10.00 per Public Share.

The ordinary shares subject

to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering,

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,

“Distinguishing Liabilities from Equity.”

If the Company is unable to

consummate the initial Business Combination within the Completion Window, the Company will, (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully

available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest (net of taxes payable and less interest to pay dissolution expenses up to $100,000)

divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors,

liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take

priority over the claims of the public shareholders. In the event of liquidation and subsequent dissolution, the rights will expire and

will be worthless.

The Sponsor has agreed

that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the

Company (except for the Company’s independent registered public accounting firm), or a prospective target business with which

the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination

agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the

actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00

per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar

tax that may be due or payable), and less permitted withdrawals, provided that such liability will not apply to any claims by a

third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account

(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as

amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity

obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company

cannot assure that the Sponsor would be able to satisfy those obligations.

F-5

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 1 — ORGANIZATION AND BUSINESS

OPERATIONS AND GOING CONCERN (cont.)

Going Concern Considerations

At August 19, 2026, the Company had $ $412,149

cash and a working capital of $591,729. The Company has incurred and expects to continue to incur significant costs in pursuit of its

financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern

for a period of time within one year after the date that the financial statement is issued. There is no assurance that the Company’s

plan to consummate a Business Combination will be successful or successful within the Completion Window. The financial statement does

not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial

statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups

Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The

JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended

transition period, which means that when a standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new

or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither

an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible

because of the potential differences in accounting standards used.

F-6

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (cont.)

Use of Estimates

The preparation of the financial

statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

Making estimates requires

management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly

from those estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $412,149

in cash and no cash equivalents as of August 19, 2026.

Cash Held in Trust Account

As of August 19, 2026, the

assets held in the Trust Account, amounting to $100,000,000, were held in cash.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,

may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could

have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs Associated with the Initial

Public Offering

The Company complies with

the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs – SEC Materials,” and SEC Staff

Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs consist principally

of professional and registration fees that are related to the Initial Public Offering. Upon completion of the Initial Public Offering

on August 19, 2026, offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on

a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares subject to possible redemption

were charged to temporary equity, and offering costs allocated to the Public Warrants and Public Rights (each as described in Note 3)

and the Private Placement Units were charged to shareholders’ deficit as the Public Warrants and Public Rights, were accounted for under equity treatment.

F-7

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (cont.)

Fair Value of Financial Instruments

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates

the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Income Taxes

The Company accounts for income

taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting

and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement

and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates

applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

FASB ASC Topic 740 prescribes

a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or

expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained

upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major

tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As

of August 19, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered

to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes

or income tax filing requirements in the Cayman Islands or the United States.

Derivative Financial Instruments

The Company evaluates its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance

with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities,

the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with

changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such

instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are

classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument

could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding

financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to FASB ASC Topic

480 since the underwriters did not fully exercise their over-allotment option at the closing of the Initial Public Offering. As of August

19, 2026, there is an over-allotment option liability of $90,100 recognized in the Company’s balance sheet.

Warrant Instruments

The Company accounts for the

Public Warrants and Private Placement Warrants (as described in Note 4) issued in connection with the Initial Public Offering and the

private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly,

the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. As of August 19, 2026, there

are 10,000,000 Public Warrants and 231,750 Private Placement Warrants issued and outstanding.

F-8

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (cont.)

Share Rights

The Company accounts for the

Public Rights and Private Rights (as described in Note 4) issued in connection with the Initial Public Offering and the private

placement, in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the

Company evaluated and classified the Share Rights under equity treatment at their assigned values. As of August 19, 2026, there are 10,000,000

Public Rights and 231,750 Private Rights issued and outstanding.

Class A Ordinary Shares Subject to Possible

Redemption

The Public Shares contain

a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there

is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC

Topic 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions

are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will

adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the

closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in

the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated

deficit. Accordingly, as of August 19, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value

as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of August 19, 2026, the

Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds

$ 100,000,000

Less:

Proceeds allocated to Public Warrants

(2,028,000 )

Proceeds allocated to Public Rights

(1,743,000 )

Proceeds allocated to over-allotment option

(90,100 )

Public Shares issuance costs

(4,868,377 )

Plus:

Remeasurement of carrying value to redemption value

8,729,477

Class A ordinary shares subject to possible redemption, August 19, 2026

$ 100,000,000

Recent Accounting Pronouncements

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statement.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public

Offering on August 19, 2026, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds

of $100,000,000. Each Unit consists of one Class A ordinary share (“Public Share”), one redeemable warrant (“Public

Warrant”), and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business

Combination (“Public Right”).

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing

of the Initial Public Offering, the Sponsor purchased 231,750 Private Placement Units, at a price of $10.00 per Private Placement Unit,

generating gross proceeds of $2,317,500. Each Private Placement Unit consists of one Class A ordinary share, one warrant (“Private

Placement Warrant”), and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial

Business Combination (“Private Right”).

The initial shareholders have

entered into letter agreements with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect

to their initial shares, private shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive

their redemption rights with respect to their initial shares, private shares and Public Shares in connection with a shareholder vote to

approve an amendment to the Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to

their initial shares and private shares if the Company fails to complete the initial Business Combination within the Completion Window,

although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the

Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside

the Trust Account; and (iv) vote any initial shares and private shares held by them and any Public Shares purchased during or after

the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance

with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination)

in favor of the initial Business Combination.

F-9

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

Between June 3, 2026

and June 5, 2026, an aggregate of 4,829,998 of the Company’s Class B ordinary shares were issued to the initial shareholders,

for an aggregate purchase price of $24,496, or approximately $0.005 per share. Up to 629,998 of the founder shares may be surrendered

by the initial shareholders for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised.

The Company’s initial

shareholders have agreed not to transfer, assign or sell any of their initial shares (except to certain permitted transferees) and any

Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the

Company’s initial Business Combination; or (ii) the date following the consummation of the Company’s initial Business

Combination on which the Company completes a liquidation, merger, amalgamation, share exchange or other similar transaction that results

in all of the 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 (i) the reported closing price of the 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 the initial Business Combination

or (2) the Company completes a liquidation, merger, amalgamation, share exchange or other similar transaction after the initial Business

Combination that results in all of the shareholders having the right to exchange their shares for cash, securities or other property.

Promissory Note — Related

Party

The Sponsor had agreed to

loan the Company an aggregate of up to $500,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a

promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing, unsecured and due at the earlier of

(i) May 27, 2028 or (ii) the closing of the Initial Public Offering. As of August 19, 2026, the Company had borrowed $256,920

under the Promissory Note and repaid the amount in full at the closing of the Initial Public Offering. Borrowings under the promissory

note are no longer available.

Due from Sponsor

The Company paid the Sponsor

an amount of $166,500 in excess of the outstanding promissory note balance at the closing of the Initial Public Offering. The excess payment

of $166,500 is denoted as a due from Sponsor on the accompanying balance sheet as of August 19, 2026.

Administrative Services Agreement

The Company entered into an

agreement with the Sponsor, commencing on August 17, 2026, the date that the Company’s securities were first listed with Nasdaq,

through the earlier of the consummation of the Company’s initial Business Combination or its liquidation, to pay the Sponsor a total

of $10,000 per month for office space, utilities and secretarial and administrative support services.

Working Capital Loans

In order to fund working capital

deficiencies or finance transaction costs in connection with initial Business Combination, the Sponsor or an affiliate of the Sponsor

or certain officers and directors may, but are not obligated to, loan the Company funds as may be required, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion. In the event that a Business Combination does not close, the Company

may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust

Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units

at a price of $10.00 per unit at the option of the lender at the time of the Business Combination. The units would be identical to the

Private Placement Units. As of August 19, 2026, no Working Capital Loans were outstanding.

F-10

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The Company’s ability

to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s

control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in

laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases

in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability,

such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of

the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete

an initial Business Combination.

Any of the above-mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from ongoing global

conflicts and/or other future global conflicts and subsequent sanctions or related actions, could adversely affect the Company’s

search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business

Combination.

Registration Rights

The holders of the initial

shares issued and outstanding, as well as the holders of the Private Placement Units (and underlying securities) and any securities

issued to the initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company, were

entitled to registration rights pursuant to an agreement signed on August 17, 2026, the effective date of the Initial Public Offering.

The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders

of the majority of the initial shares can elect to exercise these registration rights at any time commencing three months prior to

the end of the Lock-up period. The holders of a majority of the Private Placement Units (and underlying securities) and securities

issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after

the Company consummates an initial Business Combination. In addition, the holders have certain “piggy-back” registration

rights with respect to registration statements filed subsequent to the consummation of an initial Business Combination. The Company will

bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were granted

a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments

at the Initial Public Offering price, less the underwriting discounts and commissions.

The underwriters were paid

a cash underwriting discount of $0.10 per Unit, or $1,000,000 in the aggregate, following the closing of the Initial Public Offering.

In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate. The deferred fee will become

payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,

subject to the terms of the underwriting agreement.

NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference shares — The

Company is authorized to issue 10,000,000 shares, $0.0001 par value each, with such designations, voting and other rights and

preferences as may be determined from time to time by the Company’s board of directors. As of August 19, 2026, there were no preference

shares issued or outstanding.

Class A Ordinary

Shares — The Company is authorized to issue 480,000,000 shares with $0.0001 par value each.

As of August 19, 2026, there were 231,750 Class A ordinary shares issued and outstanding, excluding the 10,000,000 shares subject

to possible redemption.

F-11

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 7 — SHAREHOLDERS’ DEFICIT

(cont.)

Class B Ordinary

Shares — The Company is authorized to issue 10,000,000 shares with $0.0001 par value each.

As of August 19, 2026, an aggregate of 4,829,998 Class B ordinary shares were issued and outstanding. An aggregate of up to 629,998

shares are subject to forfeiture to the Company by the Sponsor and other initial shareholders for no consideration to the extent that

the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor, founders, and advisors will collectively

own 30% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (assuming they do not purchase

any Units in the Initial Public Offering and excluding the Class A ordinary shares underlying the Private Placement Units).

Warrants — As

of August 19, 2026, there are 10,000,000 Public Warrants and 231,750 Private Placement Warrants issued and outstanding. Each warrant entitles

the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The warrants may be exercised only during the period commencing on the later of (a) 12 months from the date of the Initial Public Offering,

or (b) the completion of the initial Business Combination, and terminating on the earliest to occur of: (x) 5:00 p.m., New York City time

on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation

of the Company, and (z) with respect to a redemption.

The Company will not be obligated

to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise

unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then

effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue

a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has

been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the

warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the

holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event

will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised

warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the Class A

ordinary share underlying such Unit.

Under the terms of the warrant

agreement, the Company agrees that, as soon as practicable, but in no event later than 20 business days after the closing of its

Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration

statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the

Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause

the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain

a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the

warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares

issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the

initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period

when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A

ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the

definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,

require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration

statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify

the shares under applicable blue sky laws to the extent an exemption is not available.

F-12

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 7 — SHAREHOLDERS’ DEFICIT

(cont.)

If the holders exercise

their warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of

Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary

shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares

over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average

reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior

to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the

holders of warrants, as applicable.

Once the warrants become exercisable,

we may redeem the outstanding warrants (excluding the Private Placement Warrants):

· in whole and not in part;

· at a price of $0.01 per warrant;

· upon a minimum of 30 days’ prior written

notice of redemption (the “30-day redemption period”); and

· if, and only if, the closing price of the Class A

ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the

exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion

of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption

to the warrant holders.

Additionally, if the number

of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision

of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event,

the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the

outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase

Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A

ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or

issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary

shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the

fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A

ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration

received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the

volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading

day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular

way, without the right to receive such rights.

Share Rights — As

of August 19, 2026, there are 10,000,000 Public Rights and 231,750 Private Rights issued and outstanding. Except in cases where the Company

is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-fourth (1/4) of one

Class A ordinary share upon consummation of the initial Business Combination. In the event the Company will not be the surviving

company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively convert its

Share Rights in order to receive the one-fourth (1/4) of one Class A ordinary share underlying each Share Right upon consummation

of the Business Combination. The Company will not issue fractional shares in connection with an exchange of Share Rights. If the Company

is unable to complete an initial Business Combination within the Completion Window and the Company redeem the Public Shares for the funds

held in the Trust Account, holders of Share Rights will not receive any of such funds for the Share Rights will expire worthless.

The Share Right

agreement provides that, subject to applicable law, (i) any action, proceeding or claim against the Company arising out of or

relating in any way to the Share Right agreement, including under the Securities Act, will be brought and enforced in the courts of

the State of New York or the United States District Court for the Southern District of New York, and (ii) that

the Company irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding

or claim. The Company will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

With respect to any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated

thereunder, the Company notes, however, that there is uncertainty as to whether a court would enforce this provision and that

investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the

Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules and regulations thereunder.

F-13

NORTHSTRIVE ACQUISITION CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 8 — FAIR VALUE MEASUREMENTS

Fair value is defined as

the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants

at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The over-allotment option

was accounted for as a liability in accordance with FASB ASC Topic 480 and was presented within liabilities on the balance sheet. The

over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented

within changes in fair value of over-allotment option liability in the statement of operations.

The Company used a Black-Scholes

model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy

at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price

volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical

volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is

assumed to be equivalent to their remaining contractual term.

The key inputs into the Black-Scholes

model were as follows at initial measurement of the over-allotment option:

August 19,

2026

Volatility

2.29 %

Expected term (years)

0.12

Daily treasury yield curve

3.77 %

Exercise price

$ 10.00

As of August 19, 2026, the

fair value of the Public Warrants is $2,028,000 or $0.2028 per Public Warrant. The fair value of Public Warrants was determined by management

using a two-stage risk-neutral Monte Carlo model.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following

table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:

August 19,

2026

Underlying stock price

$ 9.99

Exercise price

$ 11.50

Volatility

2.50 %

Remaining term (years)

6.00

Risk-free rate (continuous)

4.415 %

F-14

NORTHSTRIVE ACQUISITION

CORP I.

NOTES TO FINANCIAL STATEMENT

AUGUST 19, 2026

NOTE 8 — FAIR VALUE MEASUREMENTS

(cont.)

As of August 19, 2026, the

fair value of the Public Rights is $1,743,000 or $0.1743 per Public Right. The fair value of Public Rights was determined by using a two-stage risk-neutral Monte Carlo model.

The Public Rights have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following

table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Rights:

August 19,

2026

Underlying stock price

$ 9.99

Volatility

2.50 %

Remaining term (year)

1.00

Risk-free rate (continuous)

4.00 %

NOTE 9 — SEGMENT INFORMATION

FASB ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), or group,

in deciding how to allocate resources and assess performance.

The Company’s CODM has

been identified as the Chief Executive Officer, who reviews the assets, operating results and financial metrics for the Company as a whole

to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company

only has one reportable segment.

The CODM assesses performance

for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total

assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several

key metrics, which include the following:

August 19,

2026

Cash

$ 412,149

Cash held in Trust Account

$ 100,000,000

The CODM reviews the position of total assets available with the company to assess if the Company has sufficient resources available to

discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. The CODM will review

the interest that will be earned on cash held in Trust Account to measure and monitor shareholder value and determine the most effective

strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date up to the date that the financial

statement was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or

disclosure in the financial statement.

F-15

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Name Securities Act

-Number 7A

-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Number 240

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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- Definition

Title of a 12(b) registered security.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Section 14a

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Section 425

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