NorthStrive Acquisition Corp I 8-K, filed Nov 2, 2026
NorthStrive Acquisition Corp I. (NSAI)
About this 8-K
NorthStrive Acquisition Corp I filed this 8-K on November 2, 2026, reporting on events of October 30, 2026.
On October 30, 2026, NorthStrive Acquisition Corp I. entered a business combination agreement with Nuclea Energy Inc., setting a US$350.0 million base company valuation subject to adjustments and earnouts tied to reactor criticality, licensing and US$100,000,000 in funding. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement
Business Combination Agreement
On October 30, 2026, NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “SPAC”), entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with Nuclea Energy Inc., a company incorporated under the Business Corporations Act (British Columbia) (“BCBCA”) (the “Company”) and 1614485 B.C. Ltd., a company incorporated under the BCBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub,” together with the SPAC and the Company, the “Parties,” and each, a “Party”). The BCA and the transactions contemplated thereby were unanimously approved by the boards of directors of each of the SPAC and the Company.
The Business Combination
The BCA contemplates that the business combination among the SPAC, the Company and Amalgamation Sub will be completed through the following series of transactions:
| ● | after receipt of the SPAC Shareholder Approval (as defined below) but prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), the SPAC shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act (Revised) of the Cayman Islands and, immediately upon such deregistration, the continuance to Canada under the Canada Business Corporations Act (“CBCA”) (the “SPAC Continuance”). Upon the completion of the SPAC Continuance, the name of the SPAC shall be changed from “NorthStrive Acquisition Corp I” to “Nuclea-X Inc.” or such other name as the Parties may agree on; | |
| ● | following completion of the SPAC Continuance and immediately prior to the Amalgamation Effective Time, all of the issued and outstanding Company Debentures (as defined below) shall be converted into Company Shares (as defined below) in accordance with their respective terms; and | |
| ● | following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with the BCBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), the Company and the Amalgamation Sub shall amalgamate and continue as one company (“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to be entered into among the Company, the Amalgamation Sub and the SPAC and in accordance with section 269 of the BCBCA (the “Amalgamation”). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of the SPAC. |
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Conversion of Securities
At the Amalgamation Effective Time, by virtue of the Amalgamation and without any action on the part of any party or the holders of shares of the Company or the Amalgamation Sub:
| (i) | Each Company Share issued and outstanding immediately prior to the Amalgamation Effective Time (other than the Dissent Shares as defined in the BCA) shall be cancelled and, in consideration therefor, the SPAC shall issue to the holder thereof a number of fully paid and non-assessable SPAC Class A Shares equal to the Amalgamation Multiple and such Company Share shall no longer be outstanding and shall cease to exist by virtue of the Amalgamation. In consideration of the foregoing issuance of the SPAC Class A Shares, Amalco shall issue to the SPAC one Amalco Share (as defined in the BCA) for each SPAC Class A Share so issued. Additionally, the SPAC shall receive one Amalco Share in exchange for each share of the Amalgamation Sub held by it and the shares of the Amalgamation Sub will be cancelled. | |
| (ii) | Each Company Option issued and outstanding immediately prior to the Amalgamation Effective Time shall automatically be cancelled in exchange for a share option exercisable to receive SPAC Class A Shares (each, a “Rollover Option”) for each Company Option held, and shall no longer be outstanding and cease to exist by virtue of the Amalgamation. The Company shall assign, and the SPAC shall assume, the Company Option Agreements, and any restriction on any Company Option shall continue in full force and effect under the Rollover Option and the terms and other provisions of such Company Option shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions (as defined below) or for such other immaterial administrative or ministerial changes as the SPAC Board (or the compensation committee of the SPAC Board) may determine in good faith are necessary to effectuate the administration of the Rollover Options. The number of the SPAC Class A Shares issuable upon exercise of each Rollover Option shall be determined by multiplying the number of Company Shares (as defined below) that were subject to such Company Option immediately prior to the consummation of the Amalgamation by the Amalgamation Multiple, and rounding the resulting number down to the nearest whole number of the SPAC Class A Shares. The per share exercise price of each Rollover Option shall be expressed in U.S. dollars and determined by dividing the per share exercise price of the corresponding Company Option (converted into U.S. dollars at the Bank of Canada USD/CAD exchange rate in effect on the last Business Day prior to the Closing Date, if denominated in Canadian dollars) by the Amalgamation Multiple and rounding up to the nearest whole cent, subject to further adjustment to the extent necessary so that the in-the-money amount of each Rollover Option immediately after the exchange does not exceed that of the corresponding Company Option immediately before the Amalgamation Effective Time. |
| (iii) | Each share of the Amalgamation Sub shall automatically be cancelled in exchange for the right to receive one fully paid and non-assessable Amalco Share, following which shares of the Amalgamation Sub shall no longer be outstanding and cease to exist by virtue of the Amalgamation. |
At the Closing, pursuant to the New Articles (as defined in the BCA), the terms of the applicable SPAC securities, the SPAC Warrant Agreements (as defined in the BCA) and applicable law (and not by virtue of the Amalgamation), without any action on the part of any Party or the holders of shares of the SPAC:
| (i) | Each SPAC Unit (as defined below) issued and outstanding immediately prior to the Closing shall (to the extent not already separated) be automatically severed and the holder thereof shall be deemed to hold one SPAC Class A Share, one SPAC Warrant and one SPAC Right (as defined below) in accordance with the terms of the applicable SPAC Unit; | |
| (ii) | Immediately following the separation of each SPAC Unit in accordance with paragraph (i) above, each then issued and outstanding SPAC Warrant shall be exchanged for a warrant to acquire that number of post-SPAC Continuance SPAC Class A Shares equal to the number of pre-Continuance SPAC Class A Shares subject to the applicable SPAC Warrant, at a per share exercise price equal to the per share exercise price for the SPAC Warrant; | |
| (iii) | Each SPAC Right issued and outstanding immediately prior to the Closing shall be automatically converted into one-fourth of a SPAC Class A Share; and |
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| (iv) | Immediately following the separation of each SPAC Unit in accordance with paragraph (i) above and the conversion of the SPAC Rights in accordance with paragraph (iii) above, (A) each SPAC Class A Share, other than the SPAC Class A Shares to be redeemed pursuant to the SPAC Share Redemption (as defined in the BCA), shall continue to be issued and outstanding, (B) each SPAC Class A Share to be redeemed pursuant to the SPAC Share Redemption shall automatically be cancelled in exchange for the right to be redeemed pursuant to the SPAC Share Redemption, and shall no longer be outstanding and cease to exist, (C) each SPAC Class B Share issued and outstanding immediately prior to the Closing shall automatically be cancelled in exchange for the right to receive one SPAC Class A Share, and shall no longer be outstanding and cease to exist, and (D) each SPAC Share held in the treasury of the SPAC immediately prior to the Closing shall no longer be outstanding, shall be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. |
For purposes of this Form 8-K:
| ● | “Amalgamation Multiple” means the quotient obtained by dividing (i) the Total Share Consideration, by (ii) the total number of common shares in the capital of the Company (“Company Shares”) on a fully diluted basis as of immediately prior to the Closing (assuming the exchange, conversion or exercise of any options, warrants or other convertible or exchangeable securities), but excluding any Company Shares issuable upon conversion of the Company Debentures issued in connection with the Bridge Financing (each as defined below). | |
| ● | “Earnout Multiple” means, with respect to each of the SPAC Class A Earnout Shares, the SPAC Class B Earnout Shares and the SPAC Class C Earnout Shares, the quotient obtained by dividing 5,000,000 by the total number of Company Shares on a non-diluted basis as of immediately prior to the Closing (including any Company Shares issuable upon conversion of the Company Debentures immediately prior to the Closing). | |
| ● | “SPAC Class A Shares” means (i) prior to the SPAC Continuance, the Class A ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class A Shares shall mean the Class A common shares without par value in the authorized share capital of the SPAC. | |
| ● | “SPAC Class B Shares” means (i) prior to the SPAC Continuance, the Class B ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class B Shares shall mean the Class B common shares without par value in the authorized share capital of the SPAC (together with SPAC Class A Shares and the Earnout Shares, the “SPAC Shares”). | |
| ● | “SPAC Right” means a right to receive one-fourth (1/4) of one SPAC Class A Share upon consummation of the Business Combination (as defined below). |
| ● | “SPAC Unit” means a unit of the SPAC comprised of one SPAC Class A Share, one SPAC Warrant and one SPAC Right, including without limitation the public units, the private units and the units issued upon conversion of the loans of the SPAC. | |
| ● | “SPAC Warrant” means a warrant to purchase SPAC Class A Shares as contemplated by the SPAC Warrant Agreements, with each SPAC Warrant exercisable for one SPAC Class A Share at an exercise price of $11.50. |
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| ● | “Total Share Consideration” means the quotient obtained by dividing: |
| (i) | US$350.0 million, as reduced or increased by the following adjustments: (A) reduced dollar-for-dollar by (1) the amount of the Company’s outstanding indebtedness on a consolidated basis at Closing (excluding the Company Debentures to the extent converted into Company Shares prior to the Amalgamation Effective Time), (2) any costs or expenses incurred by the Company under any material contracts, credit facilities or promissory notes that become due as a result of the proposed Amalgamation, (3) any other agreed debt-like items or transaction-specific adjustments agreed in writing by the SPAC and the Company prior to the Closing, and (4) any Transaction Expenses incurred by the Company in excess of $1,500,000, and (B) increased dollar-for-dollar by (1) the amount of the Company’s cash and cash equivalents at Closing on a consolidated basis (excluding any unspent proceeds of the Bridge Financing and any proceeds of any other debt or equity financing completed by the Company or its subsidiaries after October 9, 2026, except, in each case, to the extent otherwise agreed in writing by the SPAC and the Company) and (2) any Transaction Expenses incurred by the SPAC in excess of $1,500,000 (as so adjusted, the “Company Valuation”), |
by
| (ii) | US$10.00 per SPAC Class A Share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like prior to the Closing), |
less
| (iii) | 500,000 SPAC Class A Shares payable as an advisory fee to an advisor of the Company upon closing of the Amalgamation. |
The SPAC Continuance, the Amalgamation and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination” or the “Transactions.” The Closing shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) Business Day, following the satisfaction (or, to the extent permitted by applicable law or waiver) of the conditions set forth in the BCA (the “Closing Date”) or at such other place, date and/or time as the SPAC and the Company may agree in writing.
For U.S. federal income tax purposes, each of the SPAC Continuance, the Amalgamation and the exchange of the SPAC Warrants is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and, for Canadian federal income tax purposes, the Amalgamation is intended to qualify as an amalgamation within the meaning of section 87 of the Income Tax Act (Canada).
Representations and Warranties; Covenants
The parties to the BCA have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the BCA agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to (i) the conduct of the Company and its subsidiaries during the period between execution of the BCA and the Closing, (ii) exclusivity, which, in the case of the SPAC, is limited to alternative business combinations with businesses engaged principally in the development, manufacture, licensing or deployment of nuclear reactor or nuclear fuel technologies, (iii) the preparation and filing by the SPAC of a registration statement on Form S-4 (the “Proxy/Registration Statement”) and of a Canadian non-offering prospectus, (iv) the delivery by the Company of financial statements audited under PCAOB standards, (v) the listing of the SPAC Class A Shares on Nasdaq, and (vi) the use of best efforts to implement a solution to lessen the dilutive effect of the outstanding SPAC Warrants and to secure non-redemption agreements, forward purchase agreements, backstop commitments and/or PIPE financing to mitigate the risk of excessive redemptions. Each of the parties to the BCA has agreed to use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, all things as are necessary or desirable under applicable laws or otherwise, and each shall cooperate with the other, to consummate and make effective the Transactions.
Governance
The BCA provides that all officers and directors of the SPAC immediately prior to the Amalgamation Effective Time will resign effective as of the Amalgamation Effective Time and will be replaced by individuals nominated by the Company, who will serve as the sole officers and directors of the SPAC immediately after the Amalgamation Effective Time.
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Earnout Shares
As part of the Amalgamation Consideration Shares (as defined in the BCA), the holders of Company Shares immediately prior to the Amalgamation Effective Time (the “Sellers”) will receive, in the aggregate, up to 5,000,000 SPAC Class A Earnout Shares, 5,000,000 SPAC Class B Earnout Shares and 5,000,000 SPAC Class C Earnout Shares (collectively, the “Earnout Shares”), allocated among the Sellers on the basis of the Earnout Multiple. The Earnout Shares will have no voting, dividend or liquidation rights. If, during the period from the Closing Date through the fourth anniversary of the Closing Date (the “Earnout Period”): (i) the SPAC or any of its subsidiaries achieves Criticality (as defined in the BCA) in a molten salt reactor or achieves Criticality of recycled nuclear fuel, each SPAC Class A Earnout Share will automatically convert into one SPAC Class A Share; (ii) the SPAC or any of its subsidiaries receives acceptance of a license or permit to construct from a nuclear regulator for the purposes of licensing and operating a demonstration nuclear facility in any jurisdiction approved by the SPAC Board, each SPAC Class B Earnout Share will automatically convert into one SPAC Class A Share; and (iii) the SPAC or any of its subsidiaries receives approvals for grants, governmental funding (including government loans) or other non-dilutive project financing, from government entities and/or matching private funds, in an aggregate amount of at least US$100,000,000, each SPAC Class C Earnout Share will automatically convert into one SPAC Class A Share, in each case subject to equitable adjustment for share splits, share dividends, recapitalizations and similar transactions. Criticality must be verified by a qualified third party that is independent of the SPAC and its management and affiliates, selected by the Company’s board of directors and acceptable to the IPO Sponsor (as defined below). If an earnout milestone is not achieved during the Earnout Period, the applicable Earnout Shares will be redeemed by the SPAC for a nominal redemption price of US$0.00000000001 and cancelled. The Earnout Shares will be registered under the Securities Act on the Proxy/Registration Statement.
Conditions to Each Party’s Obligations
Under the BCA, the obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:
| (i) | Neither the provisions of any applicable law nor any order shall prohibit or prevent the consummation of the Business Combination; |
| (ii) | There shall not be any action brought by a third party that is not an affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing; |
| (iii) | The SEC shall have declared the Proxy/Registration Statement effective, and no stop order suspending the effectiveness of the Proxy/Registration Statement or any part thereof shall have been issued and outstanding; |
| (iv) | (1) the SPAC Class A Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or the Alternative Exchange (as defined in the BCA), to the extent such approval is required, and the SPAC will, as of and immediately following the Closing, satisfy any applicable initial and continuing listing requirements of Nasdaq or the Alternative Exchange, and the SPAC shall not have received any notice of non-compliance therewith, and (2) as of the Closing Date, the SPAC shall not have received any written notice from Nasdaq or the Alternative Exchange that it has failed, or would reasonably be expected to fail, to meet the applicable listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the Alternative Exchange or the underlying failure appropriately remedied or satisfied; |
| (v) | The SPAC Shareholder Approval (as defined in the BCA) shall have been duly obtained; | |
| (vi) | The Ontario Securities Commission shall have issued, or shall have confirmed its readiness to issue, a receipt in respect of the final Canadian Prospectus on or promptly following the Closing Date; | |
| (vii) | The Moltex Acquisition (as defined below) shall have been completed in accordance with the terms of the Moltex SPA (as defined in the BCA) (without any amendment, waiver or modification thereof without the prior written consent of the SPAC) by November 30, 2026 (the “Moltex Acquisition Deadline”), including clearance (or confirmation of no action) under the UK National Security and Investment Act 2021 and receipt of all export control licenses and other governmental authorizations required under applicable law to transfer the assets of Moltex to the Company or a subsidiary of the Company; and |
| (viii) | To the extent applicable, the waiting period applicable to the consummation of the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, and any required approval, clearance or confirmation of no action from the Committee on Foreign Investment in the United States shall have been obtained. |
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Conditions to the Obligations of the SPAC
The obligations of the SPAC to consummate the Closing is subject to the satisfaction, or the waiver at the SPAC’s sole and absolute discretion, of certain conditions including but not limited to:
| (i) | The Company shall have duly performed all obligations under the BCA required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects; |
| (ii) | All of the representations and warranties of the Company contained in the BCA shall in all material respects: (i) be true and correct at and as of the date of the BCA, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date); |
| (iii) | There shall have been no event, change or occurrence which has a Company Material Adverse Effect (as defined in the BCA); |
| (iv) | The SPAC shall have received the Lock-up Agreement duly executed by each of the Lock-up Company Shareholders, the Registration Rights Agreement duly executed by the holders of Company Shares who are signatories thereto, and the Employment Agreements duly executed by the Key Executives (as defined in the BCA), in each case dated as of the Closing Date; |
| (v) | The SPAC shall have received the certified true copies of the Company Approvals (as defined in the BCA); |
| (vi) | The aggregate number of Dissent Shares (as defined in the BCA) shall not exceed 5% of the aggregate number of Company Shares outstanding immediately prior to the Amalgamation Effective Time; and | |
| (vii) | The SPAC Board shall have received a Fairness Opinion confirming the fairness of the Company Valuation, and such Fairness Opinion has not been withdrawn. |
Conditions to the Obligations of the Company to Consummate the Transactions
The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of certain conditions including but not limited to:
| (i) | The SPAC shall have duly performed all of their obligations thereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects; |
| (ii) | All of the representations and warranties of the SPAC contained in the BCA shall: (i) be true and correct at and as of the date of the BCA and (ii) be true and correct as of the Closing Date (except for representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect (as defined in the BCA); |
| (iii) | There shall have been no event, change or occurrence which has a SPAC Material Adverse Effect (as defined in the BCA); and |
| (iv) | The Company shall have received the Lock-up Agreements duly executed by each of the Lock-up SPAC Shareholders (which include the IPO Sponsor) and the Registration Rights Agreement duly executed by the parties thereto, in each case dated as of the Closing Date; and | |
| (v) | The SPAC shall have, as of immediately prior to Closing, Available Cash (as defined in the BCA) in an amount of not less than $3,000,000, which threshold may not be waived, reduced or otherwise modified by the SPAC or the IPO Sponsor without the prior written consent of the Company. |
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Termination
The BCA may be terminated under certain customary as well as in the below limited circumstances prior to the closing of the Business Combination, including but not limited to:
| (i) | by mutual written consent of the SPAC and the Company at any time; |
| (ii) | by the SPAC or the Company if any law or order shall have enacted, issued, promulgated or enforced which has become final and non-appealable and has the effect of making the consummation of the Business Combination illegal; |
| (iii) | by the SPAC or the Company if the SPAC Shareholder Approval (as defined in the BCA) shall fail to receive the requisite vote for approval at the at the SPAC Shareholders’ Meeting (as defined in the BCA); |
| (iv) | in the event that the Closing of the Transactions contemplated thereunder has not occurred by April 30, 2027 (as may be extended by the mutual agreement of the SPAC and the Company, the “Outside Closing Date”), by the SPAC or the Company, provided that, (i) the right to terminate the BCA shall not be available to the SPAC if the SPAC’s material breach of the BCA shall have primarily caused the failure to consummate the Business Combination on or before the Outside Closing Date, and (ii) the right to terminate the BCA shall not be available to the Company if the Company’s material breach of the BCA shall have primarily caused the failure to consummate the Business Combination on or before the Outside Closing Date; |
| (v) | by the SPAC, if the Company shall have failed to deliver any of the PCAOB Financials (as defined in the BCA) to the SPAC on or before the applicable date in accordance with the BCA and the SPAC understands, after consultation with the Company, that the Company will not be able to deliver such PCAOB Financials by December 31, 2026; |
| (vi) | by the SPAC, if there shall have been a Company Material Adverse Effect which is uncured for at least ten (10) Business Days after written notice of such Company Material Adverse Effect is provided by the SPAC to the Company; |
| (vii) | by the SPAC or the Company, if the other party shall have materially breached any of its covenants, agreements, representations or warranties contained in the BCA or any other Transaction Document (as defined in the BCA) to be performed on or prior to the Closing Date and such breach shall not have been cured within thirty (30) days following receipt of written notice describing such breach in reasonable detail; |
| (viii) | by the SPAC, at any time prior to the first public filing of the Proxy/Registration Statement with the SEC, if the SPAC identifies, as a result of its ongoing due diligence review of the Group Companies (as defined in the BCA), any material fact, circumstance or condition that has had, or would reasonably be expected to have, a Company Material Adverse Effect. | |
| (ix) | by the SPAC or the Company, if the Company Shareholder Approval (as defined in the BCA) shall not have been obtained within twenty (20) Business Days after the Registration Statement becomes effective; |
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| (x) | by the SPAC, if the Moltex Acquisition has not been consummated on or before the Moltex Acquisition Deadline; |
| (xi) | by the SPAC if, by December 15, 2026 (the “SEC Moltex Response Deadline”), the SEC staff has not granted the SPAC’s request for a waiver of, or other relief from, the requirement to include financial statements of Moltex, or of the assets acquired in the Moltex Acquisition, and related pro forma financial information in the Proxy/Registration Statement, or has advised the SPAC that the Moltex Acquisition is required to be treated as the acquisition of a “business” for which such financial statements and pro forma financial information are required; and |
| (xii) | by the Company, if there shall have been a SPAC Material Adverse Effect which is uncured for at least ten (10) Business Days after written notice of such SPAC Material Adverse Effect is provided by the Company to the SPAC. |
If the BCA is validly terminated in accordance with its terms, the BCA shall become void, except for certain limited exceptions, including parties shall not be relieved any liability for any breach of any representation, warranty, covenant or obligation under the BCA and liability arising out of any claim based upon fraud, willful misconduct or intentional misrepresentation. In the event that the BCA is terminated by the SPAC pursuant to paragraph (v), (vi) or (ix) above, the Company shall pay to the SPAC (a) a termination fee in the amount of US$1,000,000 within five (5) Business Days following the effective date of such termination and (b) an amount equal to all reasonable and documented out-of-pocket fees, costs and expenses incurred by the SPAC in connection with the BCA and the Transactions, up to a maximum of US$1,500,000, within five (5) Business Days following the Company’s receipt of reasonable supporting documentation.
A copy of the BCA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the BCA is qualified in its entirety by reference thereto. The BCA contains representations, warranties and covenants that the respective parties made to each other as of the date of the BCA or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the BCA are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the BCA as characterizations of the actual state of facts about the SPAC, the Company, or the Amalgamation Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the BCA, which subsequent information may or may not be fully reflected in the disclosure of the SPAC (or Nuclea-X Inc., or such other name as the Parties may agree on, following the SPAC Continuance).
Support Agreement
Concurrently with the execution of the BCA, the SPAC, the Company, NorthStrive Sponsor I LLC, a Delaware limited liability company (the “IPO Sponsor”), and Sinamor LLC (together with the IPO Sponsor, the “SPAC Shareholders”) entered into a SPAC Support Agreement (the “SPAC Support Agreement”), pursuant to which the SPAC Shareholders agreed to, among other things, (i) appear at the SPAC Shareholders’ Meeting, in person or by proxy, and vote all of their SPAC Shares (A) in favor of the approval and adoption of the BCA, each of the Transaction Proposals and any other matter reasonably necessary to the consummation of the Transactions, (B) in favor of the SPAC Continuance and the Amalgamation, and (C) against any Alternative Transaction or any proposal that would reasonably be expected to frustrate the Transactions, (ii) not redeem any of their SPAC Shares in connection with the Transactions, and (iii) not Transfer any of their SPAC Shares until the Expiration Time (as defined in the SPAC Support Agreement), subject to certain permitted transfers. As of the date of the SPAC Support Agreement, Sinamor LLC does not hold any SPAC Shares; it will acquire SPAC Class B Shares from the IPO Sponsor only at or following the Closing pursuant to the Sinamor SPA described below, and the foregoing covenants apply to Sinamor LLC only with respect to any SPAC Shares it holds from time to time.
The foregoing description of the SPAC Support Agreement is subject to and qualified in its entirety by reference to the full text of the SPAC Support Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
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Voting Agreement
Concurrently with the execution and delivery of the BCA, the Company, the SPAC and certain shareholders of the Company collectively holding not less than 66 2/3% of the issued and outstanding Company Shares (collectively, the “Company Supporting Shareholders”) entered into a Company Voting Support Agreement (the “Voting Agreement”), pursuant to which each Company Supporting Shareholder agreed to, among other things, (i) appear at any Company Special Meeting, in person or by proxy, and vote all Company Shares that it owns or has the power to vote (A) in favor of the approval and adoption of the BCA and the transactions contemplated thereby (including the Company Amalgamation Resolution and the matters constituting the Company Shareholder Approval), (B) in favor of any other matter reasonably necessary to the consummation of the Transactions, and (C) against any Alternative Transaction or any proposal that would reasonably be expected to frustrate the Transactions, (ii) not exercise dissent rights under the BCBCA in respect of the Amalgamation, and (iii) not Transfer any of their Company Shares until the Expiration Time (as defined in the Voting Agreement), subject to certain permitted transfers (including in connection with the secured debenture financing of the Company’s subsidiary, Nuclea Energy Canada Inc.).
The foregoing description of the Voting Agreement is subject to and qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
Registration Rights Agreement
The BCA contemplates that, at the Closing, the SPAC, the IPO Sponsor, each of the Company Shareholders and certain other parties named therein will enter into an amended and restated registration rights Agreement (the “Registration Rights Agreement”), pursuant to which the SPAC will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement).
The foregoing description of the Registration Rights Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement, a form of which is included as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreements
The BCA contemplates that, at the Closing, each of the Lock-up SPAC Shareholders (consisting of the officers and directors of the SPAC, the IPO Sponsor, Panthers Capital Management LLC (“Panthers”) and Sinamor) and each of the Lock-up Company Shareholders (consisting of all holders of Company Shares, provided that the SPAC Class A Shares issued in respect of Company Shares issued upon conversion of the Company Debentures will not be subject to the Lock-up Agreements) will enter into a lock-up agreement with the SPAC (collectively, the “Lock-up Agreements”), pursuant to which the applicable shareholder will agree not to Transfer any SPAC Shares (or securities convertible into or exchangeable for SPAC Shares) held by it immediately after the Closing (the “Subject Securities”) during the period commencing on the Amalgamation Effective Time and ending on the earlier of (i) the date that is one hundred eighty (180) days after the Closing and (ii) the date on which the SPAC completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares for cash, securities or other property. The restrictions are subject to customary exceptions (including transfers to affiliates, family members, and by will, gift or operation of law), in each case subject to the transferee becoming bound by the applicable Lock-up Agreement. Notwithstanding the foregoing, if the last sale price of the SPAC Class A Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing from the Closing, all of the Subject Securities will be released from the foregoing restrictions. No party to a Lock-up Agreement may unilaterally waive, amend or release the restrictions applicable to its own locked-up shares.
The foregoing description of the form of Lock-Up Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement, a form of which is included as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.
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Sinamor Securities Purchase Agreement
Concurrently with the execution of the BCA, the SPAC, the IPO Sponsor and Sinamor LLC (“Sinamor”) entered into a Securities Purchase Agreement (the “Sinamor SPA”), pursuant to which the IPO Sponsor agreed to sell to Sinamor, and Sinamor agreed to purchase, up to 1,400,000 SPAC Class B Shares held by the IPO Sponsor at a purchase price of $0.0058 per share (up to $8,120 in the aggregate), in two separate and independent tranches. The first tranche of 700,000 SPAC Class B Shares is deemed earned only if Sinamor and the investors it introduces raise and fund a bridge financing of equity of at least US$10,000,000 in connection with the Business Combination. The second tranche of up to 700,000 SPAC Class B Shares becomes available on a pro rata basis as Sinamor and such investors separately raise and fund additional financing reaching US$25,000,000 in the aggregate; the US$10,000,000 of bridge equity financing counted toward the first tranche does not count toward the US$25,000,000 second-tranche threshold. The purchase and sale of the SPAC Class B Shares is contingent upon, and will occur at or following, the closing of the Business Combination, at which time such shares will convert into SPAC Class A Shares. The foregoing description of the Sinamor SPA is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement, a copy of which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Bridge Financing
The BCA permits the Company, directly or through its subsidiary Nuclea Energy Canada Inc. (“Nuclea Canada”), to complete a bridge financing of up to US$20,000,000 of senior secured convertible debentures of the Company or Nuclea Canada (the “Company Debentures” and such financing, the “Bridge Financing”), the net proceeds of which may be used solely to fund the Moltex Acquisition (as defined below), transaction expenses and the Company’s operating expenses. The Company may not enter into definitive agreements for, or consummate, the Bridge Financing, or amend, waive or modify the Company Debentures, without the prior written consent of the SPAC (not to be unreasonably withheld, delayed or conditioned). Under the BCA, outstanding principal and accrued interest under the Company Debentures will automatically convert into Company Shares immediately prior to the Amalgamation Effective Time at a conversion price equal to the product of $4.00 (for Company Debentures issued in the first tranche) or $5.00 (for Company Debentures issued in the second tranche) and the Amalgamation Multiple, and the security granted under the Company Debentures will be discharged upon such conversion.
In addition to the Bridge Financing, in connection with the Business Combination, Nuclea Canada is conducting an offering of up to US$9,000,000 aggregate principal amount of secured debentures (the “Debentures”), issuable in increments of US$1,000 at a price of US$1,000 per Debenture, the net proceeds of which will be used to fund Nuclea Canada’s acquisition of all of the assets of Moltex Energy Limited (In Administration) (the “Moltex Acquisition”). PMGC Holdings Inc. (Nasdaq: ELAB), the managing member of the IPO Sponsor, has agreed to subscribe for such Debentures in the principal amount of US$1,845,000. In consideration of its subscription, PMGC Holdings Inc. will receive a finance fee from Nuclea Canada, payable by withholding the fee from its subscription price.
The Debentures do not bear interest and are not convertible into equity securities of Nuclea Canada, its parent or the SPAC. The Debentures mature on the earliest of (i) the date that is three months from the date of issuance, (ii) the date that is five business days after termination of the BCA for any reason, (iii) the consummation of a change of control, merger or going-public transaction of Nuclea Canada or its parent, other than the Business Combination, and (iv) the date the principal amount of the Debentures becomes due and payable following an event of default. The Debentures may be redeemed by Nuclea Canada at any time and rank pari passu among themselves.
The subscription proceeds will be held in escrow by OceanFirst Bank N.A. and released to Nuclea Canada upon satisfaction or waiver of the conditions to the Moltex Acquisition; if those conditions are not satisfied within 60 days of the closing, or upon the occurrence of certain termination events (including termination of the BCA), the proceeds will be returned to the subscribers.
The Debentures will be secured, from and after completion of the Moltex Acquisition, by a general security agreement over Nuclea Canada’s present and after-acquired personal property, a general security agreement over Moltex Energy Canada Inc.’s present and after-acquired personal property and a pledge of the shares of its subsidiary, Moltex Energy Canada Inc., and will be guaranteed by Moltex Energy Canada Inc., with Cancor Debt Agency Inc. acting as collateral agent. The Subscription Agreement and the Debentures are governed by the laws of the Province of Ontario, and the closing of the offering is expected to occur on or before November 30, 2026. The Debentures are obligations of Nuclea Canada, and neither the SPAC nor the IPO Sponsor is a party to, or an obligor under, the Debentures.
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Related Party Transactions
Because PMGC Holdings Inc. is the managing member of the IPO Sponsor, which is the sponsor of the SPAC, PMGC Holdings Inc. and the SPAC have certain overlapping officers and/or directors, and PMGC Holdings Inc. is also an existing investor in the Company, the offering of the Debentures is a related party transaction. As described above, in consideration of its subscription PMGC Holdings Inc. will receive a finance fee from Nuclea Canada, which is structured as an original issue discount withheld from the subscription price.
Item 7.01 Regulation FD Disclosure
On November 2, 2026, the SPAC and the Company jointly issued a press release announcing their entry into the BCA. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.
Additional Information and Where to Find It
In connection with the proposed transaction, the SPAC intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement for the shareholders of the SPAC that also constitutes a prospectus of the SPAC. The SPAC urges investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about the SPAC, the Company, Amalco and the proposed transactions. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of the SPAC as of a record date to be established for voting on the proposed transactions. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov). In addition, once available, copies of the registration statement, the proxy statement/prospectus and the other documents filed by the SPAC with the SEC may be obtained free of charge from the SPAC by directing a written request to the SPAC 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 Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein, and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the SPAC or the Company, or a solicitation of any vote or approval, nor shall there be any 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 offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Participants in the Solicitation
The SPAC, the Company and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the SPAC is set forth in the SPAC’s Registration Statement on Form S-1 filed with the SEC on July 22, 2026. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the proposed transaction involving the SPAC and the Company, and the ability to consummate the proposed transaction. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain shareholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory approval; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of involving the SPAC and the Company to consummate the proposed transaction; (iii) the possibility that other anticipated benefits of the proposed transaction will not be realized, and the anticipated tax treatment of the proposed transaction; (iv) the occurrence of any event that could give rise to termination of the proposed transaction; (v) the risk that shareholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible disruptions from the proposed transaction that could harm the Company business; (viii) the ability of the Company to retain, attract and hire key personnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak, as well as management’s response to any of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in the SPAC’s reports filed with the SEC, including the SPAC’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive. Neither the SPAC nor the Company can give any assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, neither the SPAC nor the Company undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| * | All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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SIGNATURE
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.
| NorthStrive Acquisition Corp I. | ||
| By: | /s/ Michel Tamer | |
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
| Date: November 2, 2026 | ||
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Exhibit 2.1
EXECUTION VERSION
BUSINESS COMBINATION AGREEMENT
Dated as of
October 30, 2026
by and among
NORTHSTRIVE ACQUISITION CORP I.
NUCLEA ENERGY INC., and
1614485 B.C. LTD.
| TABLE OF CONTENTS | ||
| Page | ||
| Article I. DEFINITIONS | 2 | |
| Article II. TRANSACTIONS | 14 | |
| Section 2.1 | The SPAC Continuance and the Amalgamation | 14 |
| Section 2.2 | Closing | 15 |
| Section 2.3 | The Amalgamation | 15 |
| Section 2.4 | Directors and Officers; Organizational Documents of the SPAC | 18 |
| Section 2.5 | Closing Deliverables | 18 |
| Section 2.6 | Delivery of the Amalgamation Consideration Shares | 19 |
| Section 2.7 | Dissenter’s Rights | 20 |
| Section 2.8 | Withholding | 20 |
| Section 2.9 | Section 368 Reorganization | 20 |
| Section 2.10 | Earnout Shares. | 20 |
| Section 2.11 | Taking of Necessary Action; Further Action | 21 |
| Article III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY | 21 | |
| Section 3.1 | Corporate Existence and Power | 21 |
| Section 3.2 | Capitalization; Subsidiaries | 22 |
| Section 3.3 | Authorization | 23 |
| Section 3.4 | Approvals | 23 |
| Section 3.5 | Non-Contravention | 24 |
| Section 3.6 | Sufficiency of Assets | 24 |
| Section 3.7 | Financial Statements | 24 |
| Section 3.8 | Undisclosed Liabilities | 25 |
| Section 3.9 | Books and Records | 25 |
| Section 3.10 | Absence of Certain Changes | 25 |
| Section 3.11 | Properties; Title to Group Company’s Assets | 26 |
| Section 3.12 | Litigation | 27 |
| Section 3.13 | Material Contracts. | 27 |
| Section 3.14 | Licenses and Permits | 29 |
| Section 3.15 | Compliance with Laws | 29 |
| Section 3.16 | Compliance with Anti-Corruption Laws | 29 |
| Section 3.17 | Intellectual Property | 30 |
| Section 3.18 | Employment and Labor Matters | 31 |
| Section 3.19 | Tax Matters | 32 |
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| Section 3.20 | Environmental Laws | 33 |
| Section 3.21 | Finders’ Fees | 34 |
| Section 3.22 | Not an Investment Company | 34 |
| Section 3.23 | Affiliate Transactions | 34 |
| Section 3.24 | Proxy/Registration Statement | 34 |
| Section 3.25 | Solvency | 34 |
| Section 3.26 | Moltex Acquisition | 35 |
| Section 3.27 | No Other Representations or Warranties | 35 |
| Article IV. REPRESENTATIONS AND WARRANTIES OF SPAC | 35 | |
| Section 4.1 | Corporate Existence and Power | 35 |
| Section 4.2 | Authorization | 36 |
| Section 4.3 | Approvals | 36 |
| Section 4.4 | Non-Contravention | 37 |
| Section 4.5 | Finders’ Fees | 37 |
| Section 4.6 | Capitalization. | 37 |
| Section 4.7 | Trust Account | 38 |
| Section 4.8 | Listing | 38 |
| Section 4.9 | Board Approval | 39 |
| Section 4.10 | SPAC SEC Documents and Financial Statements | 39 |
| Section 4.11 | Not an Investment Company | 40 |
| Section 4.12 | Registration Statement and Proxy Statement | 40 |
| Section 4.13 | Issuance of Shares | 40 |
| Section 4.14 | Taxes | 40 |
| Section 4.15 | Litigation | 41 |
| Section 4.16 | Compliance with Anti-Corruption Laws. | 42 |
| Section 4.17 | No Other Representations and Warranties | 42 |
| Article V. COVENANTS OF PARTIES | 43 | |
| Section 5.1 | Conduct of the Business | 43 |
| Section 5.2 | Alternative Proposals and Alternative Transactions | 45 |
| Section 5.3 | Access to Information | 45 |
| Section 5.4 | Notices of Certain Events | 46 |
| Section 5.5 | Proxy/Registration Statement and SPAC Shareholder Approval | 46 |
| Section 5.6 | Company Shareholder Approval | 48 |
| Section 5.7 | Company Information Circular | 49 |
| Section 5.8 | Canadian Prospectus | 50 |
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| Section 5.9 | Support of Transactions | 50 |
| Section 5.10 | Further Assurances | 50 |
| Section 5.11 | Confidentiality | 51 |
| Section 5.12 | Bridge Financing | 51 |
| Section 5.13 | Reporting and Compliance with Laws | 52 |
| Section 5.14 | PCAOB Financials | 52 |
| Section 5.15 | Use of Proceeds | 53 |
| Section 5.16 | Nasdaq or Alternative Exchange Listing | 53 |
| Section 5.17 | No Trading in SPAC Securities | 53 |
| Section 5.18 | Trust Account | 53 |
| Section 5.19 | Post-Closing Directors and Officers of the SPAC | 53 |
| Section 5.20 | D&O Indemnification and Insurance | 54 |
| Section 5.21 | Shareholder Litigation | 55 |
| Section 5.22 | Promissory Notes | 55 |
| Section 5.23 | Tax Matters | 55 |
| Section 5.24 | Amalgamation Sub Shareholder Approval. | 56 |
| Section 5.25 | BCBCA Affidavits | 56 |
| Section 5.26 | Investment Canada Act | 56 |
| Article VI. CONDITIONS TO CLOSING | 56 | |
| Section 6.1 | Condition to the Obligations to Close of the Parties | 56 |
| Section 6.2 | Conditions to Obligations to Close of the SPAC | 57 |
| Section 6.3 | Conditions to Obligations to Close of the Company | 57 |
| Section 6.4 | Frustration of Conditions | 58 |
| Article VII. DISPUTE RESOLUTION | 58 | |
| Section 7.1 | Arbitration | 58 |
| Section 7.2 | Waiver of Jury Trial; Exemplary Damages. | 59 |
| Article VIII. TERMINATION | 60 | |
| Section 8.1 | Termination | 60 |
| Section 8.2 | Termination upon Material Breach | 61 |
| Section 8.3 | Effect of Termination | 61 |
| Section 8.4 | Termination Fee and Expense Reimbursement | 61 |
| Article IX. MISCELLANEOUS | 62 | |
| Section 9.1 | Notices | 62 |
| Section 9.2 | Non-survival or Representations, Warranties and Covenants | 62 |
| Section 9.3 | No Claim Against Trust Account | 63 |
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| Section 9.4 | Amendments; No Waivers; Remedies | 63 |
| Section 9.5 | Arm’s Length Bargaining; No Presumption Against Drafter | 64 |
| Section 9.6 | Publicity | 64 |
| Section 9.7 | Expenses | 64 |
| Section 9.8 | No Assignment or Delegation | 64 |
| Section 9.9 | Governing Law | 64 |
| Section 9.10 | Counterparts; Facsimile Signatures | 65 |
| Section 9.11 | Entire Agreement | 65 |
| Section 9.12 | Severability | 65 |
| Section 9.13 | Construction of Certain Terms and References; Captions | 65 |
| Section 9.14 | Third Party Beneficiaries | 66 |
| Section 9.15 | Specific Performance | 66 |
| Annexes and Exhibits | ||
| Annex 1 Amalgamation Agreement | ||
| Exhibit A Form of Voting Agreement | ||
| Exhibit B Form of Support Agreement | ||
| Exhibit C Form of Registration Rights Agreement | ||
| Exhibit D Form of Lock-up Agreement | ||
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BUSINESS COMBINATION AGREEMENT
This BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of October 30, 2026 (the “Signing Date”), is made by and among NorthStrive Acquisition Corp I., a Cayman Islands exempted company (“NSAI” or “SPAC”), Nuclea Energy Inc., a company incorporated under the BCBCA (as defined below) (the “Company”, prior to the Amalgamation (as defined below), references to the Company shall be to Nuclea Energy Inc., and following the Amalgamation, references to the Company shall be to Amalco (as defined below)), and 1614485 B.C. Ltd., a company incorporated under the BCBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub”). The SPAC, the Company and the Amalgamation Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the SPAC is an exempted company incorporated under the laws of the Cayman Islands and a blank check company under the United States federal securities laws and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;
WHEREAS, the Amalgamation Sub is a newly incorporated entity formed solely for the purposes of the Transactions (as defined below) and a wholly-owned subsidiary of the SPAC;
WHEREAS, immediately prior to the Closing (as defined below), the SPAC shall complete the SPAC Continuance (as defined below) and the SPAC will be renamed “Nuclea-X Inc.” or such other name as the Parties may agree on, on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, at the Closing, upon the terms and subject to the conditions of this Agreement, the Company and the Amalgamation Sub shall amalgamate and continue as one company (the Company after such amalgamation may also be referred to as the “Amalco”), pursuant to section 269 of the BCBCA and in accordance with the Amalgamation Agreement, and following such amalgamation the Amalco shall become a direct, wholly owned Subsidiary of the SPAC;
WHEREAS, for U.S. federal income tax and applicable state income tax purposes, (a) each of the SPAC Continuance, the Amalgamation and the SPAC Warrant Conversion is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code and (b) to the extent applicable, this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to each of the SPAC Continuance, the Amalgamation and the SPAC Warrant Conversion within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder ((a) and (b) collectively, the “Intended US Tax Treatment”);
WHEREAS, for Canadian federal income tax and applicable provincial income tax purposes, the Amalgamation is intended to constitute an amalgamation within the meaning of section 87 of the Tax Act and be governed by subsections 87(1), 87(2), 87(4), 87(5) and 87(9) of the Tax Act (the “Intended Canada Tax Treatment” and collectively with the Intended US Tax Treatment, the “Intended Tax Treatment”);
WHEREAS, concurrently with the execution of this Agreement, the SPAC has received the voting agreement in substantially the form attached as Exhibit A hereto (the “Voting Agreement”) duly executed by the Company and the Nuclea Supporting Shareholders, who collectively hold not less than 66 2/3% of the issued and outstanding Company Shares as of the Signing Date, for the purpose of obtaining the Company Shareholder Approval;
WHEREAS, concurrently with the execution of this Agreement, SPAC, NorthStrive Sponsor I LLC, a Delaware limited liability company (the “IPO Sponsor”) and Sinamor LLC (“Sinamor”) have entered into a certain Securities Purchase Agreement providing for the purchase of SPAC Class B Shares by Sinamor (the “Sinamor SPA”);
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WHEREAS, concurrently with the execution of this Agreement, the IPO Sponsor, the SPAC, Sinamor and the Company have entered into a support agreement in substantially the form attached as Exhibit B hereto (the “Support Agreement”);
WHEREAS, at the Closing, the SPAC, each of the Company Shareholders, the IPO Sponsor and certain other parties are entering into an amended and restated registration rights agreement in substantially the form attached hereto as Exhibit C (the “Registration Rights Agreement”);
WHEREAS, at the Closing, each Lock-up SPAC Shareholder and each the Lock-up Company Shareholders will enter into a lock-up agreement with the SPAC in substantially the applicable form attached hereto as Exhibit D (collectively, the “Lock-up Agreements”), it being understood that no party to a Lock-up Agreement shall be entitled to unilaterally waive, amend or release the restrictions applicable to its own locked-up SPAC Class A Shares, and any such waiver, amendment or release shall require the prior written consent specified in the applicable Lock-Up Agreement;
WHEREAS, at the Closing, the SPAC and each Key Executive will enter into an employment agreement in a form to be agreed by the SPAC and the Company (collectively, the “Employment Agreements”);
WHEREAS, the board of directors of the Company has unanimously (i) determined that this Agreement, the other Transaction Documents and the Transactions are fair to, and in the best interests of the Company, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the Transactions, (iii) directed this Agreement, the other Transaction Documents and the Transactions, as applicable, to be submitted for approval by the Company Shareholders and (iv) resolved to recommend that the Company Shareholders approve this Agreement, the other Transaction Documents and the Transactions (the “Company Board Approval”);
WHEREAS, the SPAC Board has unanimously (a) determined that this Agreement, the other Transaction Documents and the Transactions are fair to, and in the best interests of the SPAC and constitute a “Business Combination” as such term is defined in the SPAC’s Organizational Documents, (b) approved the execution, delivery and performance of this Agreement and the other Transaction Documents by the SPAC and the consummation of the Transactions, (c) directed the Transaction Proposals to be submitted for approval t by the SPAC Shareholders, and (d) resolved to recommend, among other things, that the SPAC Shareholders approve the Transaction Proposals; and
WHEREAS, in furtherance of the Transactions, the SPAC shall provide an opportunity to the SPAC Shareholders to have their SPAC Class A Shares redeemed for consideration on the terms and subject to the conditions set forth in the SPAC Organizational Documents and the Trust Agreement in conjunction with obtaining the SPAC Shareholder Approval.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties accordingly agree as follows:
Article
I.
DEFINITIONS
The following terms, as used herein, have the following meanings:
“Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.
“Additional Promissory Note” has the meaning given to such term in Section 5.22.
“Additional SPAC SEC Documents” has the meaning given to such term in Section 4.10(a).
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“Adjournment Proposal” has the meaning given to such term in Section 5.5(a)(i).
“Advisor Shares” has the meaning set forth in Section 5.12(b).
“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.
“Alternative Exchange” has the meaning given to such term in Section 5.16.
“Alternative Proposal” has the meaning given to such term in Section 5.2.
“Alternative Transaction” has the meaning given to such term in Section 5.2.
“Amalco” has the meaning given to such term in the Recitals.
“Amalco Shares” means the shares in the capital of the Amalco.
“Amalgamation Agreement” means the amalgamation agreement in substantially the form attached hereto as Annex 1 to be entered into among the Company, the Amalgamation Sub and the SPAC pursuant to Section 270 of the BCBCA, to effect the Amalgamation.
“Amalgamation Application” means the amalgamation application in connection with the Amalgamation to be filed with the Registrar and any amendment or variation thereto made in accordance with the provisions of the BCBCA.
“Amalgamation Consideration Shares” means, with respect to any Company Shareholder, the SPAC Class A Shares, the SPAC Class A Earnout Shares, the SPAC Class B Earnout Shares and the SPAC Class C Earnout Shares it is entitled to receive pursuant to Section 2.3(e)(i), and with respect to all Company Shareholders, the aggregate number of SPAC Class A Shares, the SPAC Class A Earnout Shares, the SPAC Class B Earnout Shares and the SPAC Class C Earnout Shares that will be issued to the Company Shareholders in connection with the Amalgamation.
“Amalgamation Effective Time” has the meaning given to such term in Section 2.1(c).
“Amalgamation Multiple” means the Total Share Consideration divided by the Total Company Share Number.
“Amalgamation Sub” has the meaning given to such term in the Recitals.
“Amalgamation Sub Shareholder Approval” means the affirmative vote or prior written consent of the SPAC, as the sole shareholder of Amalgamation Sub, approving the Amalgamation and the Amalgamation Agreement.
“Anti-Corruption Laws” means, collectively, the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the UK Bribery Act 2010, the Corruption of Foreign Public Officers Act (Canada), OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, United States Currency, Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Criminal Code (Canada), and any other applicable anti-bribery or anti-corruption Laws related to combatting bribery, corruption and money laundering.
“Arbitrator” has the meaning given to such term in Section 7.1(a).
“Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, any relevant stock exchange, or any public, private or industry regulatory authority, whether international, national, federal, state, or local.
“Balance Sheet Date” means June 30, 2026.
“BCBCA” means the Business Corporations Act (British Columbia), as amended from time to time or re-enacted and includes any regulations thereunder.
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“Books and Records” means all books and records, ledgers, accounts, employee records, customer lists, files, correspondence, and other records of every kind (whether written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s assets, the business or its transactions are otherwise reflected, other than stock books and minute books.
“Bridge Financing” has the meaning given to it in Section 5.12.
“Business” means the Company’s business of developing nuclear technologies.
“Business Combination” has the meaning given to such term in the SPAC’s Organizational Documents.
“Business Combination Proposal” has the meaning given to such term in Section 5.5(a).
“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, Cayman Islands and Canada are authorized to close for business.
“CAD” means the Canadian dollar.
“CBCA” means the Canada Business Corporations Act, as amended from time to time or re-enacted and includes any regulations thereunder.
“CBCA Director” means the director appointed by Minister of Innovation, Science and Industry of Canada under Section 260 of CBCA.
“Certificate of Amalgamation” means the certificate of amalgamation issued in respect of the formation of the Amalco upon completion of the Amalgamation.
“Closing” has the meaning given to such term in Section 2.2.
“Closing Date” has the meaning given to such term in Section 2.2.
“Code” means the Internal Revenue Code of 1986, as amended.
“Companies Act” means the Companies Act (Revised) of the Cayman Islands.
“Company Amalgamation Resolution” means the special resolution of the holders of Company Shares approving the Amalgamation and such other matters contemplated by this Agreement as are required to be approved by the Company Shareholders under applicable Law, which may be obtained either (a) at a Company Special Meeting or (b) by way of a written consent resolution of all of the Company Shareholders.
“Company Approvals” has the meaning set forth in Section 5.6(a).
“Company Board Approval” has the meaning set forth in the Recitals.
“Company Debenture Shares” has the meaning set forth in Section 5.12(a).
“Company Debentures” has the meaning set forth in Section 5.12(a).
“Company Disclosure Schedule” has the meaning given to such term in Article III.
“Company Equity Plan” means, collectively, each plan of the Group Companies that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company. For clarity, none of the Company Option Agreements is a “Company Equity Plan.”
“Company Information Circular” has the meaning set forth in Section 5.7(a).
“Company’s Knowledge” means the knowledge of the Key Executives, after reasonable due inquiry.
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“Company Material Adverse Effect” means a material adverse change or a material adverse effect upon the assets, liabilities, condition (financial or otherwise), prospects, net worth, management, earnings, cash flows, business, operations, properties or regulatory environment of the Group Companies and their business, taken as a whole, whether or not arising from transactions in the Ordinary Course, provided, however, that “Company Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Group Companies operate (including customs and trade policies); (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the SPAC; (vi) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; or (vii) any natural or man-made disaster or acts of God; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) to (vii) (other than (v)) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a materially disproportionate effect on any Group Company compared to other participants in the industries in which any Group Company primarily conducts its businesses. Notwithstanding the foregoing, the failure to consummate the Moltex Acquisition or any Bridge Financing or to obtain any other financing shall not be deemed to be a Company Material Adverse Effect.
“Company Options” means each option to purchase Company Shares that is outstanding and unexercised, granted pursuant to the Company Option Agreements.
“Company Option Agreements” means the agreements pursuant to which the Company has granted or, with the prior written consent of the SPAC, grants Company Options.
“Company Share Schedule” has the meaning set forth in Section 2.3(g).
“Company Shares” means the common shares in the capital of the Company.
“Company Shareholder” means each holder of Company Shares, and “Company Shareholders” refers to all of them.
“Company Shareholder Approval” has the meaning set forth in Section 5.6(a).
“Company Valuation” means $350,000,000, as reduced or increased by the following adjustments: (A) reduced dollar-for-dollar by (i) the amount of Company’s outstanding indebtedness on a consolidated basis at Closing, excluding the Company Debentures to the extent converted in full in accordance with Section 2.1(b) and Section 5.12 prior to the Amalgamation Effective Time; (ii) any costs or expenses incurred by the Company under any material contracts, credit facilities or promissory notes that become due as a result of the proposed Amalgamation; (iii) any other agreed debt-like items or transaction-specific adjustments agreed in writing by the SPAC and the Company prior to the Closing; and (iv) any Company Transaction Expenses in excess of $1,500,000; and (B) increased dollar-for-dollar by (i) the amount of the Company’s cash and cash equivalents on a consolidated basis at Closing, excluding (x) any unspent proceeds of the Bridge Financing and (y) any proceeds of any other debt or equity financing completed by a Group Company after October 9, 2026, except, in each case, to the extent otherwise agreed in writing by the SPAC and the Company; and (ii) any SPAC Transaction Expenses incurred by the SPAC in excess of $1,500,000.
“Company Transaction Expenses” means all fees, costs and expenses incurred by or on behalf of any Group Company prior to and through the Closing Date in connection with the negotiation, preparation, execution and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions, including all fees, costs and expenses of legal counsel, accountants, auditors, financial advisors, consultants and other Representatives of the Group Companies, whether paid or unpaid as of the Closing.
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“Contracts” means all contracts, agreements, leases (including equipment leases, car leases and capital leases), licenses, commitments, client contracts, statements of work (SOWs), sales and purchase orders and similar instruments, oral or written.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise; and the terms “Controlled” and “Controlling” shall have the meaning correlative to the foregoing.
“Director Appointment Proposal” has the meaning given to such term in Section 5.5(a)(i).
“Dissent Shares” has the meaning given to it in Section 2.7.
“Dissenting Shareholder” means a registered holder of Company Shares who has validly exercised its dissent rights in respect of the Amalgamation and transactions relating thereto under the applicable provisions of the BCBCA and has not withdrawn from such exercise of dissent rights.
“D&O Indemnified Parties” has the meaning given to such term in Section 5.20(a).
“Earnout Multiple” means (a) in respect of the SPAC Class A Earnout Shares, the quotient obtained by dividing 5,000,000 by the Total Company Non-Diluted Share Number, (b) in a respect of the SPAC Class B Earnout Shares, the quotient obtained by dividing 5,000,000 byhe Total Company Non-Diluted Share Number, and (c) in respect of the SPAC Class C Earnout Shares, the quotient obtained by dividing 5,000,000 by the Total Company Non-Diluted Share Number.
“Earnout Period” has the meaning given to such term in Section 2.10.
“Earnout Shares” means, collectively, the SPAC Class A Earnout Shares, the SPAC Class B Earnout Shares and the SPAC Class C Earnout Shares.
“Employment Agreements” has the meaning given to such term in the Recitals.
“Environmental Laws” shall mean all applicable Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act and the Clean Water Act.
“Equity Securities” shall mean any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.
“Equity Incentive Plan Proposal” has the meaning given to such term in Section 5.5(a)(i).
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fairness Opinion” means the opinion by Houlihan Capital, LLC dated October 29, 2026.
“Financial Statements” has the meaning given to such term in Section 3.7(a).
“Fraud Claim” means a claim for actual, common law fraud in the making of a representation or warranty expressly set forth in this Agreement, requiring proof that (i) the party making the representation or warranty made a knowingly false statement of a material fact expressly set forth in this Agreement, (ii) with actual (and not constructive or imputed) knowledge of such falsity, (iii) with the specific intent to induce the other party to enter into this Agreement in reliance thereon, (iv) upon which the other party actually and reasonably relied in entering into this Agreement, and (v) that proximately caused damages to such other party. For the avoidance of doubt, “Fraud Claim” does not include constructive fraud, equitable fraud, promissory fraud, unfair-dealings fraud, negligent misrepresentation, recklessness, any claim based on constructive or imputed knowledge, or any claim based on any statement, representation or warranty not expressly set forth in this Agreement.
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“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.
“Government Official” means (a) an officer or employee of any national, regional, local or other component of government, (b) a director, officer or employee of any entity in which a government or any component of a government possesses a majority interest, (c) a political party or political party official, and (d) any individual who is acting in an official capacity for any government, component of a government, or political party.
“Group Companies” means collectively, the Company and its Subsidiaries and “Group Company” refers to any of them.
“Hazardous Material” shall mean any material, emission, chemical, substance or waste that has been designated by any Authority to be radioactive, toxic, hazardous, a pollutant or a contaminant.
“Hazardous Material Activity” shall mean the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release, exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste containing a Hazardous Material, or product manufactured with ozone depleting substances, including, any required labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any recycling, product take-back or product content requirements.
“IFRS” means International Financial Reporting Standards established by the International Accounting Standards Board, consistently applied.
“IPO” means the initial public offering of the SPAC pursuant to the IPO Prospectus.
“IPO Prospectus” means the prospectus of the SPAC’s offering of 10,000,000 SPAC Units (excluding the over-allotment option of an additional 1,500,000 SPAC Units) dated August 17, 2026 and filed with the SEC (Registration No. 333-297611).
“IPO Sponsor” has the meaning given to such term in the Recitals.
“In The Money Amount” in respect of a stock option means the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option.
“Indebtedness” with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (b) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (c) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (d) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (e) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes” but excluding payables arising in the Ordinary Course, (f) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (a) through (e), and (g) all Indebtedness of another Person referred to in clauses (a) through (f) above guaranteed directly or indirectly, jointly or severally.
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“Initial Promissory Note” means the promissory note issued by the SPAC to the IPO Sponsor, pursuant to which the IPO Sponsor has agreed to provide to the SPAC loans for an aggregate principal amount up to $500,000 in total in accordance with the terms thereof.
“Intellectual Property” means any and all intellectual property and proprietary rights worldwide, whether registered or unregistered, including rights in and to the following in any jurisdiction throughout the world: (a) all patents and utility models and inventions (whether patentable or unpatentable and whether or not reduced to practice) and invention disclosures and all improvements thereto (“Patents”), (b) all trademarks, service marks, certification marks, collective marks, trade dress, logos, slogans, trade names, corporate and business names, and other indicia of source, including all goodwill symbolized thereby or associated therewith (“Trademarks”), (c) Internet domain names and rights of publicity and in social media usernames, handles, and accounts; (d) all works of authorship, copyrightable works, all copyrights and related rights (“Copyrights”), (e) all designs, industrial designs and mask works (“Designs”), (f) all trade secrets, know-how, proprietary information (such as processes, techniques, formulae, compositions, data analytics, source code, models and methodologies), business or financial information (such as customer and supplier lists, pricing and cost information and business and marketing plans and proposals), technical or engineering information (such as technical data, algorithms, designs, drawings and specifications) and other non-public or confidential information (“Trade Secrets”), (g) Technology, (h) Software, (i) any registrations or applications for registration for any of the foregoing, and any provisionals, divisionals, continuations, continuations-in-part, renewals, reissuances, revisions, re-examinations and extensions of any of the foregoing (as applicable), each of which shall be deemed to be included in Patents, Copyrights, Trademarks, Designs or the foregoing clause (c), as applicable, and (j) analogous rights to those set forth above.
“Intended Canada Tax Treatment” has the meaning given to such term in the Recitals.
“Intended Tax Treatment” has the meaning given to such term in the Recitals.
“Intended US Tax Treatment” has the meaning given to such term in the Recitals.
“Key Executive” means each of Sagar Sanghera and Josef Freundorfer.
“Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, principle of common law, act, treaty or order of general applicability of any applicable Authority, including rule or regulation promulgated thereunder.
“Liabilities” means any and all liabilities, Indebtedness, claims, or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax Liabilities due or to become due.
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.
“Lock-up Agreement” has the meaning given to such term in the Recitals.
“Lock-up Company Shareholders” means all Company Shareholders (provided that the SPAC Class A Shares issued in respect of Company Debenture Shares in connection with the Bridge Financing shall not be subject to the Lock-up Agreement).
“Lock-up SPAC Shareholders” means all officers and directors of the SPAC, the IPO Sponsor, Panthers and Sinamor.
“Lookback Date” means June 30, 2025.
“Material Contracts” has the meaning given to such term in Section 3.13(a).
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“Moltex” means Moltex Energy Limited, a company existing under the laws of the United Kingdom.
“Moltex Acquisition” means the acquisition by the Company (directly or through its Subsidiary, Nuclea Energy Canada Inc.) of all of the assets of Moltex pursuant to the Agreement for the Sale and Purchase of the Assets of Moltex Energy Limited (In Administration), dated August 7, 2026, among Moltex, Richard Oddy and Jonathan Amor as joint administrators, and Nuclea Energy Canada Inc. (the “Moltex SPA”); provided however, that any changes to the terms of the Moltex Acquisition or amendments to the Moltex SPA after the date hereof shall have to be approved in writing by the SPAC and the IPO Sponsor prior to taking effect.
“New Articles” means the Organizational Documents of the SPAC from and after the date on which the SPAC Continuance becomes effective in the form agreed between the SPAC and the Company, each acting reasonably.
“Nuclea Supporting Shareholders” means the Company Shareholders party to the Voting Agreement and collectively holding at least 66 2/3% of the issued and outstanding Company Shares (including, for greater certainty, Sagar Sanghera and Vinayak Ashok Gunda).
“Order” means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.
“Ordinary Course” means, with respect to an action taken or refrained from being taken by a Person, that such action or omission is taken in the ordinary course of the normal day-to-day operations of such Person.
“Outside Closing Date” has the meaning given to such term in Section 8.1(g).
“Organizational Documents” means, with respect to any Person, its certificate of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended.
“Organizational Documents Proposal” has the meaning given to such term in Section 5.5(a)(i).
“PCAOB Financials” has the meaning given to such term in Section 5.14(a).
“Permitted Liens” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been made available to the SPAC; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the Ordinary Course for amounts (A) that are not delinquent, (B) that are not material to the business, operations and financial condition of the Company and/or any of its Subsidiaries so encumbered, either individually or in the aggregate and (C) that do not result from a breach, default or violation by the Company and/or any of its Subsidiaries of any Contract or Law; (iii) liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings (and for which adequate accruals or reserves have been established in accordance with the applicable accounting principles and standards); (iv) any Lien specifically identified on Section 1.1(a) of the Company Disclosure Schedule in connection with any outstanding secured debentures of a Group Company; and (v) any Liens granted by a Group Company to holders of Company Debentures in connection with any Bridge Financing in accordance with Section 5.12.
“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.
“Permit” means any permit, license, approval, certificate, qualification, consent or authorization issued by an Authority.
“Promissory Notes” has the meaning given to such term in Section 5.22.
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“Proxy Statement” means the proxy statement forming part of the Proxy/Registration Statement filed with the SEC, with respect to the SPAC Shareholders’ Meeting and the transactions contemplated hereby, to be used for the purpose of soliciting proxies from the SPAC Shareholders to approve the transactions contemplated hereby.
“Proxy/Registration Statement” has the meaning given to such term in Section 5.5(a).
“Real Property” means, collectively, all real properties and interests therein (including the right to use), together with all buildings, fixtures, trade fixtures, plant and other improvements located thereon or attached thereto; all rights arising out of use thereof (including air, water, oil and mineral rights); and all subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant thereto.
“Redemption Price” means $10 per SPAC Class A Share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like prior to the Closing).
“Registrar” means the director appointed under Section 400 of the BCBCA.
“Registration Rights Agreement” has the meaning given to such term in the Recitals.
“Representatives” of a Person means, collectively, such Person’s Affiliates, and the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person or its Affiliates.
“Rollover Option” has the meaning given to it in Section 2.3(e)(iii).
“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.
“Sanctions and Export Control Laws” means any applicable Law related to (a) import and export controls, including the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774), and the Export Controls Act of 2018, 22 U.S.C. 2751 et seq., the Israeli Control of Products and Services Declaration (Engagement in Encryption), 1974, (b) economic or financial sanctions imposed, administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, Global Affairs Canada, Her Majesty’s Treasury of the United Kingdom, or (c) anti-boycott measures.
“SEC” means the Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws.
“Software” means any (a) computer, mobile, or device programs, systems, applications and code, including any software implementations of algorithms, models and methodologies and any source code, object code, firmware, middleware, APIs, development and design tools, applets, compilers and assemblers, (b) databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (c) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, (d) technology supporting, and the contents and audiovisual displays of, any internet site(s) and (e) documentation, other works of authorship and media, including user manuals and training materials, relating to or embodying any of the foregoing or on which any of the foregoing is recorded.
“SPAC” means, (i) prior to the SPAC Continuance, NorthStrive Acquisition Corp I., a Cayman Islands exempted company, and (ii) after the SPAC Continuance, Nuclea-X Inc. (or such other name as may be agreed by the Parties), a company incorporated under the CBCA and continued from NorthStrive Acquisition Corp I. in the Cayman Islands to Canada.
“SPAC Board” means the board of directors of the SPAC.
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“SPAC Board Recommendation” has the meaning given to such term in Section 5.5(b)(ii).
“SPAC Class A Shares” means (i) prior to the SPAC Continuance, the Class A ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class A Shares shall mean the Class A common shares without par value in the authorized share capital of the SPAC.
“SPAC Class A Earnout Shares” means the SPAC Class A Earnout Shares in the capital of the SPAC pursuant to the New Articles. For the avoidance of doubt, the SPAC Class A Earnout Shares shall have no voting, dividend or liquidation rights.
“SPAC Class B Earnout Shares” means the SPAC Class B Earnout Shares in the capital of the SPAC pursuant to the New Articles. For the avoidance of doubt, the SPAC Class B Earnout Shares shall have no voting, dividend or liquidation rights.
“SPAC Class B Shares” means (i) prior to the SPAC Continuance, the Class B ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class B Shares shall mean the Class B common shares without par value in the authorized share capital of the SPAC.”SPAC Class C Earnout Shares” means the SPAC Class C Earnout Shares in the capital of the SPAC pursuant to the New Articles. For the avoidance of doubt, the SPAC Class C Earnout Shares shall have no voting, dividend or liquidation rights.
“SPAC Continuance” means the deregistration of the SPAC as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the continuance to Canada under the CBCA.
“SPAC Equity Incentive Plan” means the equity incentive plan in a form to be mutually agreed by the Company and the SPAC to be adopted and approved by the SPAC Board and by the SPAC Shareholders at the SPAC Shareholders’ Meeting, effective upon the Closing Date, reserving a number of SPAC Class A Shares for grant thereunder as mutually agreed by the Parties.
“SPAC Financial Statements” has the meaning given to such term in Section 4.10(b).
“SPAC Material Adverse Effect” means a material adverse change or a material adverse effect upon the assets, liabilities, condition (financial or otherwise), prospects, net worth, management, earnings, cash flows, business, operations or properties of the SPAC and its business, taken as a whole, whether or not arising from transactions in the Ordinary Course, or that would prevent or materially delay the Closing from happening, provided, however, that “SPAC Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the SPAC operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Company; (vi) any matter of which the Company is aware on the date hereof; (vii) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the SPAC; or (ix) any natural or man-made disaster or acts of God. Notwithstanding the foregoing, neither the amount of the SPAC Share Redemption nor the failure to obtain the SPAC Shareholder Approval shall be deemed to be a SPAC Material Adverse Effect.
“SPAC Rights” means the right to receive one-fourth (1/4) of one SPAC Class A Share upon consummation of a Business Combination of the SPAC.
“SPAC SEC Documents” has the meaning given to such term in Section 4.10(a).
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“SPAC Securities” means the SPAC Shares, SPAC Rights, SPAC Warrants, and SPAC Units, collectively.
“SPAC Shareholder Approval” means the approval, at the SPAC Shareholders’ Meeting where a quorum is present, of the Transaction Proposals comprising of:
| (a) | in the case of the Business Combination Proposal, a special resolution in accordance with the Organizational Documents of the SPAC and applicable Law requiring the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote on such matter; |
| (b) | in the case of the SPAC Continuance Proposal, a special resolution of the holders of the SPAC Class B Shares in accordance with the Organizational Documents of the SPAC and applicable Law requiring the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding SPAC Class B Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote on such matter; |
| (c) | in the case of the Director Appointment Proposal, an ordinary resolution of the holders of the SPAC Class B Shares in accordance with the Organizational Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding SPAC Class B Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote on such matter; |
| (d) | in the case of the Equity Incentive Plan Proposal, an ordinary resolution in accordance with the Organizational Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote on such matter; |
| (e) | in the case of the Share Issuance Proposal, an ordinary resolution in accordance with the Organizational Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote on such matter; |
| (f) | in the case of the Adjournment Proposal, if required, an ordinary resolution in accordance with the Organizational Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote on such matter; and |
| (g) | in the case of any other Transaction Proposal (if any), a resolution duly approved by the holders of the requisite number of the SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote on such matter in accordance with the Organizational Documents of the SPAC and applicable Law. |
“SPAC Shareholders” means the holders of the SPAC Shares.
“SPAC Shareholders’ Meeting” has the meaning given to such term in Section 5.5(b)(i).
“SPAC Shares” means the SPAC Class A Shares, the SPAC Class B Shares and the Earnout Shares.
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“SPAC Share Redemption” means the right of the holders of SPAC Class A Shares to redeem all or a portion of their SPAC Class A Shares (in connection with the transactions contemplated by this Agreement) as set forth in Organizational Documents of the SPAC and the Trust Agreement.
“SPAC Transaction Expenses” means all fees, costs and expenses incurred by, on behalf of or for the benefit of the SPAC prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement and the other Transaction Documents, the performance and compliance with all Transaction Documents and conditions contained herein to be performed or complied with at or prior to the Closing, and the consummation of the transactions contemplated hereby and thereby, including deferred underwriting fees and deferred advisor fees, any outstanding amounts under the Promissory Notes not converted into the SPAC Class A Shares prior to or as of the Closing (provided, however, that to the extent that the SPAC does not have sufficient working capital to repay the full balance of the unconverted Promissory Notes as of the Closing, such unpaid balances shall become a post-Closing liability of the SPAC), fees for the Fairness Opinion (if any), fees for financial and legal advisors, or other fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the SPAC, whether paid or unpaid as of the Closing.
“SPAC Unit” means a unit of the SPAC comprised of one SPAC Class A Share, one SPAC Warrant and one SPAC Right, which shall include without limitation the public units, the private units and the units issued upon conversion of the loans of the SPAC.
“SPAC Warrant” means a warrant to purchase SPAC Class A Shares as contemplated by the SPAC Warrant Agreements, with each SPAC Warrant exercisable for one SPAC Class A Share at an exercise price of $11.50.
“SPAC Warrant Agreements” means that certain Public Warrant Agreement dated August 17, 2026, by and between the SPAC and VStock Transfer, LLC.
“SPAC Warrant Conversion” has the meaning given to such term in Section 2.3(f)(iv).
“Subsidiary” or “Subsidiaries” means one or more entities of which at least fifty percent (50%) of the capital stock or share capital or other equity or voting securities are Controlled or owned, directly or indirectly, by the respective Person.
“Tangible Personal Property” means all tangible personal property and interests therein, including machinery, computers and accessories, furniture, office equipment, communications equipment, automobiles, trucks, forklifts, vehicles and other tangible properties owned or leased by the Company and used in connection with the Business.
“Tax(es)” means any federal, state, provincial, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including, without limitation, any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.
“Tax Act” means the Income Tax Act (Canada).
“Taxing Authority” means the Canada Revenue Agency, the United States Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.
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“Total Company Non-Diluted Share Number” means the total number of the Company Shares on a non-diluted basis as of immediately prior to the Closing (including any Company Debenture Shares issuable upon conversion of the Company Debentures immediately prior to Closing).
“Total Company Share Number” means the total number of the Company Shares on a fully diluted basis as of immediately prior to the Closing (including all outstanding Company Shares and assuming the conversion, exercise or exchange of all of the other securities of the Company that are convertible, exercisable or exchangeable into Company Shares existing as of immediately prior to the Closing (such as the Company Options issued under the Company Option Agreements)), but excluding any Company Debenture Shares issuable upon conversion of the Company Debentures issued in connection with the Bridge Financing.
“Total Share Consideration” means a number of SPAC Class A Shares equal to the Company Valuation divided by the Redemption Price, less (b) the Advisor Shares.
“Tax Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax.
“Transaction Documents” mean collectively, this Agreement, the Voting Agreement, the Support Agreement, the Registration Rights Agreement, the Lock-up Agreements, the Amalgamation Agreement, the Employment Agreements, the SPAC Equity Incentive Plan, and any other agreements, documents or certificates entered into or delivered pursuant hereto or thereto.
“Transaction Proposals” has the meaning given to such term in Section 5.5(a).
“Transactions” means the SPAC Continuance, the Amalgamation, Bridge Financing and the other transactions contemplated by this Agreement.
“Trust Account” has the meaning given to such term in Section 4.7.
“Trust Agreement” means the Investment Management Trust Agreement made as of August 17, 2026 by and between the SPAC and the Trustee, as may be amended, restated, supplemented or modified from time to time.
“Trustee” means Equiniti Trust Company, LLC acting as trustee pursuant to the Trust Agreement.
“$” or “USD” means U.S. dollars, the legal currency of the United States.
“USD / CAD Exchange Rate” means, as of the relevant time, the latest closing U.S. Dollar to Canadian Dollar exchange rate as determined by the Bank of Canada.
Article
II.
TRANSACTIONS
Section 2.1 The SPAC Continuance and the Amalgamation. Upon and subject to the terms and conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:
(a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable Laws, after the passage of the SPAC Shareholder Approval but prior to the Amalgamation Effective Time, the SPAC shall complete the SPAC Continuance. Notwithstanding the foregoing, the SPAC shall not be required to effect the SPAC Continuance unless (i) all of the conditions set forth in Article VI have been satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, (ii) each such condition is then capable of being satisfied at the Closing and (iii) the material Closing deliverables required to be delivered by the Company are available for release at the Closing or have been delivered into escrow on terms reasonably satisfactory to the SPAC. In connection with the SPAC Continuance, (i) each SPAC Unit issued and outstanding immediately prior to the Closing shall, from and after the SPAC Continuance, continue to represent one SPAC Class A Share, one SPAC Warrant and one SPAC Right, (ii) each SPAC Class A Share and each SPAC Class B Share that is issued and outstanding immediately prior to the SPAC Continuance shall continue to represent one SPAC Class A Share or SPAC Class B Share, respectively, and (iii) each SPAC Right that is outstanding immediately prior to the SPAC Continuance shall, from and after the SPAC Continuance, continue to represent the right to receive one-fourth (1/4) of one SPAC Class A Share. Upon the completion of the SPAC Continuance, the name of the SPAC shall be changed from “NorthStrive Acquisition Corp I.” to “Nuclea-X Inc.” or such other name as the Parties may agree on.
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(b) Following completion of the SPAC Continuance and immediately prior to the Amalgamation Effective Time, all of the issued and outstanding Company Debentures shall be converted into Company Shares in accordance with their respective terms. The Company shall take all actions necessary to authorize and issue such Company Shares immediately prior to the Amalgamation Effective Time.
(c) On the terms and subject to the conditions set forth in this Agreement and in accordance with the BCBCA, at least one (1) Business Day after the SPAC Continuance, at the Closing, the Company and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco, under the terms and conditions prescribed in the Amalgamation Agreement and in accordance with section 269 of the BCBCA (the “Amalgamation”, and the time when the Amalgamation becomes effective, the “Amalgamation Effective Time”). Immediately following the Amalgamation Effective Time, the Amalco shall become a direct, wholly owned Subsidiary of the SPAC.
Section 2.2 Closing. The closing of the Transactions (including, for the avoidance of doubt, the SPAC Continuance) (the “Closing”), shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than five (5) Business Days following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as the SPAC and the Company may agree in writing (the date on which the Closing occurs, the “Closing Date”).
Section 2.3 The Amalgamation.
(a) Effect of the Amalgamation. At the Amalgamation Effective Time, the Amalgamation shall have the effects set forth in this Agreement, the Amalgamation Agreement and the applicable provisions of the BCBCA. Without limiting the generality of the foregoing, and subject thereto, at the Amalgamation Effective Time, all the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of the Company and the Amalgamation Sub shall vest in and become the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of the Amalco, and the Amalco shall thereafter exist as a wholly owned subsidiary of the SPAC.
(b) Execution and Filing of Amalgamation Filing Documents. Subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, the Company and the Amalgamation Sub shall execute and cause to be filed with the Registrar, the Amalgamation Application and such other documents as may be required in accordance with the applicable provisions of the BCBCA or by any other applicable Law to make the Amalgamation effective (collectively, the “Amalgamation Filing Documents”). The Amalgamation shall become effective at the date and time the Amalgamation Application is filed with the Registrar or such later date and time as is specified therein, in accordance with section 279 of the BCBCA.
(c) Organizational Documents of the Amalco. At the Amalgamation Effective Time, the Organizational Documents of the Amalco shall be the articles attached to the Amalgamation Agreement as Schedule “B”, signed by one or more of the individuals named therein as directors of the Amalco, and the notice of articles contained in the Amalgamation Application.
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(d) Directors and Officers of the Amalco. At the Amalgamation Effective Time, the directors and officers of each of the Company and the Amalgamation Sub shall cease to hold office. The first directors of the Amalco shall be the individuals whose full names and prescribed addresses are set out in the Amalgamation Agreement in accordance with section 270(2)(a) of the BCBCA, and in no event shall there be fewer directors than the minimum number required by section 120 of the BCBCA. Prior to the filing of the Amalgamation Application, the Company and the SPAC shall cause each such individual to (i) sign the articles of the Amalco attached to the Amalgamation Agreement or (ii) deliver a written consent to act as a director of the Amalco in accordance with section 123 of the BCBCA. Immediately following the Amalgamation Effective Time, the board of directors of the Amalco shall appoint as officers of the Amalco such individuals as the Company may designate. Each director and officer of the Amalco shall hold office in accordance with the BCBCA and the Organizational Documents of the Amalco until such individual ceases to hold office in accordance therewith or such individual’s successor is duly elected or appointed.
(e) Effect of the Amalgamation on Issued Securities of the Company and the Amalgamation Sub. At the Amalgamation Effective Time, by virtue of the Amalgamation and without any action on the part of any Party or the holders of shares of the Company or the Amalgamation Sub:
(i) Company Shares. Each Company Share issued and outstanding and held by each Company Shareholder immediately prior to the Amalgamation Effective Time (other than the Dissent Shares) shall, by virtue of the Amalgamation, be cancelled, and in consideration therefor, the SPAC shall issue to such Company Shareholder a number of fully paid and non-assessable SPAC Class A Shares equal to the Amalgamation Multiple and a number of fully paid and non-assessable SPAC Class A Earnout Shares, SPAC Class B Earnout Shares and SPAC Class C Earnout Shares equal to the Earnout Multiple (i.e., the Amalgamation Consideration Shares), and such Company Share shall no longer be outstanding and shall cease to exist. In consideration of the issuance of the SPAC Class A Shares, the SPAC Class A Earnout Shares, the SPAC Class B Earnout Shares and the SPAC Class C Earnout Shares pursuant to this Section 2.3(e)(i), Amalco shall issue to the SPAC one Amalco Share for each SPAC Class A Share so issued and one Amalco Share for each Earnout Share issued.
(ii) Dissent Shares. On the earlier of the Amalgamation Effective Time or an agreement between the Dissenting Shareholder and the Company for purchase of the Dissent Shares, as applicable, each Dissent Share, if any, issued and outstanding immediately prior to the Amalgamation Effective Time shall be cancelled, and the holder of such Dissent Share shall cease to be the holder of such Dissent Share or to have any rights as a shareholder of the Company other than the right to be paid the fair value of such Dissent Share determined and payable in accordance with the BCBCA.
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(iii) Company Options. At the Amalgamation Effective Time, pursuant to this Agreement, each Company Option issued and outstanding immediately prior to the Amalgamation Effective Time shall be cancelled, and the SPAC shall grant to the holder thereof, in exchange therefor, a share option exercisable to receive a SPAC Class A Share (each, a “Rollover Option”) on substantially the same terms and conditions as those applicable to such Company Option under the applicable Company Option Agreement, subject to the adjustments set forth in this Section 2.3(e)(iii). From and after the Amalgamation Effective Time: (A) each Rollover Option shall be exercisable solely for SPAC Class A Shares; (B) the number of SPAC Class A Shares subject to each Rollover Option shall be determined by multiplying the number of Company Shares subject to the applicable Company Option immediately prior to the Amalgamation Effective Time by the Amalgamation Multiple and rounding the resulting number down to the nearest whole SPAC Class A Share; (C) the per share exercise price for the SPAC Class A Shares issuable upon exercise of each Rollover Option shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of the Company Shares subject to the applicable Company Option immediately prior to the Amalgamation Effective Time, if denominated in U.S. Dollars, or, if denominated in Canadian Dollars, such exercise price converted into U.S. Dollars using the USD/CAD Exchange Rate in effect on the last Business Day prior to the Closing Date, by the Amalgamation Multiple and rounding the resulting exercise price up to the nearest whole cent; and (D) the Company shall assign to the SPAC, and the SPAC shall assume, the Company Option Agreements. Any restriction applicable to a Company Option shall continue in full force and effect with respect to the corresponding Rollover Option, and the terms and other provisions of each Company Option shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions and such immaterial administrative or ministerial changes as the SPAC Board, or the compensation committee thereof, may determine in good faith are necessary to administer the Rollover Options. The Company shall cause the Company Option Agreements to reflect the foregoing terms and not to contain any terms inconsistent with the treatment contemplated by this Section 2.3(e)(iii). For greater certainty, the exchange of Company Options for Rollover Options pursuant to this Section 2.3(e)(iii) is intended to be governed by subsection 7(1.4) of the Tax Act, and the exercise price of each Rollover Option shall be adjusted to the extent necessary so that the In The Money Amount of such Rollover Option immediately after the exchange does not exceed the In The Money Amount of the corresponding Company Option immediately before the Amalgamation Effective Time.
(iv) Amalgamation Sub Share. Each share of the Amalgamation Sub shall automatically be cancelled in exchange for the right to receive one fully paid and non-assessable Amalco Share, following which shares of the Amalgamation Sub shall no longer be outstanding and cease to exist by virtue of the Amalgamation.
(v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Company Shares (less aggregate paid-up capital of Dissent Shares not exchanged for SPAC Class A Shares on Amalgamation) and the shares of the Amalgamation Sub immediately prior to the Amalgamation; and
(vi) Amalco shall become a wholly owned subsidiary of the SPAC.
(f) SPAC Securities. Pursuant to the New Articles, the terms of the applicable SPAC Securities, the SPAC Warrant Agreements and applicable Law (and not by virtue of the Amalgamation), at the Closing, without any action on the part of any Party or the holders of shares of the SPAC:
(i) SPAC Units. Each SPAC Unit issued and outstanding immediately prior to the Closing shall (to the extent not already separated) be automatically severed and the holder thereof shall be deemed to hold one SPAC Class A Share, one SPAC Warrant and one SPAC Right in accordance with the terms of the applicable SPAC Unit.
(ii) SPAC Right. Each SPAC Right issued and outstanding immediately prior to the Closing shall be automatically converted into one-fourth of a SPAC Class A Share.
(iii) SPAC Shares. Immediately following the separation of each SPAC Unit in accordance with Section 2.3(f)(i) and the conversion of the SPAC Rights in accordance with Section 2.3(f)(ii), (A) each SPAC Class A Share (other than the SPAC Class A Shares to be redeemed pursuant to the SPAC Share Redemption) shall continue to be issued and outstanding, (B) each SPAC Class A Share to be redeemed pursuant to the SPAC Share Redemption shall automatically be cancelled in exchange for the right to be redeemed pursuant to the SPAC Share Redemption, and shall no longer be outstanding and cease to exist, (C) each SPAC Class B Share issued and outstanding immediately prior to the Closing shall automatically be cancelled in exchange for the right to receive one SPAC Class A Share, and shall no longer be outstanding and cease to exist and (D) each SPAC Share held in the treasury of the SPAC immediately prior to the Closing shall no longer be outstanding and be cancelled and cease to exist and no consideration shall be delivered or deliverable in exchange therefor.
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(iv) SPAC Warrants. Immediately following the separation of each SPAC Unit in accordance with Section 2.3(f)(i), each then issued and outstanding SPAC Warrant shall be exchanged for a warrant to acquire that number of post-SPAC Continuance SPAC Class A Shares equal to the number of pre-Continuance SPAC Class A Shares subject to the applicable SPAC Warrant, at a per share exercise price equal to the per share exercise price for the SPAC Warrant (the “SPAC Warrant Conversion”).
(g) Company Share Schedule and Central Securities Register. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to the SPAC (i) a detailed schedule setting forth the final pre-Closing Total Company Share Number, including the number of Company Shares subject to Company Options and the number of Dissent Shares, the number of Company Shares issuable upon conversion of the Company Debentures, as well as the holders of such Company Shares, Company Debentures and Company Options, and a certification, duly executed by an authorized officer of the Company, that the information therein is, and will be as of immediately prior to the Amalgamation Effective Time, true and correct in all respects (as may be amended, the “Company Share Schedule”), and (ii) the most recent central securities register of the Company setting forth such information concerning each Company Shareholder as is reasonably required by the SPAC or its transfer agent to deliver the applicable Amalgamation Consideration Shares (the “Central Securities Register”). The Company shall review any comments to the Company Share Schedule provided by the SPAC or any of its Representatives no later than two (2) days prior to the Closing Date and shall incorporate any reasonable comments proposed by the SPAC or any of its Representatives that are consistent with the terms of this Agreement. The Company Share Schedule shall be reasonably satisfactory to the SPAC, acting reasonably, prior to the Closing.
Section 2.4 Directors and Officers; Organizational Documents of the SPAC.
(a) From and after the Closing, the composition of the SPAC Board shall be the same as the composition set forth in Section 5.19, and such board of directors shall appoint or remove the officers of the SPAC as they deem appropriate.
(b) The Organizational Documents of the SPAC from and after the date on which the SPAC Continuance becomes effective shall be in the form agreed to by the Parties, each acting reasonably, prior to the consummation of the SPAC Continuance.
Section 2.5 Closing Deliverables.
(a) At the Closing, the SPAC shall deliver, or cause to be delivered, to the Company:
(i) a certificate signed by a duly authorized signatory of the SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 6.3(a), Section 6.3(b) and Section 6.3(c) have been fulfilled (other than any such condition that has been duly waived by the Company); and
(ii) the affidavit or statutory declaration, as applicable, of a director or officer of Amalgamation Sub required under the BCBCA in connection with the Amalgamation.
(b) At the Closing, the Company shall deliver, or cause to be delivered, to the SPAC:
(i) a certificate signed by the chief executive officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) have been fulfilled (other than any such condition that has been duly waived by the SPAC);
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(ii) certificate of good standing of the Company and each of the Group Companies as of a date no earlier than five (5) Business Days prior to the Closing Date;
(iii) a certificate executed by an officer of the Company certifying as to the validity and effectiveness of, and attaching, (a) copies of the Organizational Documents of the Company and each of the Group Companies as in effect as of the Closing Date (immediately prior to the Amalgamation Effective Time); (b) the Company Board Approval and the Company Shareholder Approval; and (c) the incumbency of officers of the Company authorized to execute this Agreement or any Transaction Document to which the Company is or is required to be a party or otherwise bound;
(iv) the final Company Share Schedule and a capitalization table of the Company as of immediately prior to the Amalgamation Effective Time, certified by an authorized officer of the Company;
(v) the affidavit or statutory declaration, as applicable, of a director or officer of the Company required under the BCBCA in connection with the Amalgamation;
(vi) evidence reasonably satisfactory to the SPAC that the Company Debentures have been or will be converted in accordance with Section 2.1(b) immediately prior to the Amalgamation Effective Time;
(vii) evidence reasonably satisfactory to the SPAC of the release and discharge of all Liens securing the Company Debentures, including applicable discharge statements or financing change statements;
(viii) evidence reasonably satisfactory to the SPAC that the Moltex Acquisition has been consummated in accordance with the Moltex SPA.
Section 2.6 Delivery of the Amalgamation Consideration Shares.
(a) At the Amalgamation Effective Time, direct registration statements evidencing entitlement to Amalgamation Consideration Shares, issuable to each Company Shareholder as set forth in the Company Share Schedule shall, as soon as practicable, following the Amalgamation Effective Time, be delivered by the SPAC (or a transfer agent appointed by the SPAC) to such Company Shareholder at the address specified in the Central Securities Register. The SPAC shall rely solely on the information contained in the Company Share Schedule and the Central Securities Register for delivery of the Amalgamation Consideration Shares and shall have no liability to any Company Shareholder for reliance thereon. All share certificates formerly representing the Company Shares shall be deemed to be cancelled and any former non-certificated entry or position on the central securities register of Company shall be cancelled by the Company in accordance with any applicable Law and the Company’s Organizational Documents.
(b) No Fractional Shares. No certificates or scrip or book-entry credit representing fractional Amalgamation Consideration Shares will be issued pursuant to the Amalgamation, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of the SPAC. In the event any holder of Company Share would otherwise be entitled to receive a fraction of a share of SPAC Class A Shares, SPAC Class A Earnout Shares, SPAC Class B Earnout Shares and/or SPAC Class C Earnout Shares, such fractional share shall be rounded down to the nearest whole share. The Parties acknowledge that any such adjustment was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to the SPAC that would otherwise be caused by the issuance of fractional shares. For the avoidance of doubt, no rounding of numbers hereunder shall cause the aggregate number of SPAC Class A Shares comprising the Amalgamation Consideration Shares for all Company Shareholders (assuming there is no Dissent Share) and the SPAC Class A Shares that become subject to all of the Rollover Options pursuant to Section 2.3(e) to exceed the Total Share Consideration.
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Section 2.7 Dissenter’s Rights. Company Shareholders will be entitled to exercise dissent rights with respect to their Company Shares in connection with the Amalgamation pursuant to or in the manner set forth in the BCBCA. If the Company obtains the Company Shareholder Approval by way of a Company Special Meeting, the Company shall give the SPAC prompt written notice of any notice of dissent, withdrawal of such notice and any other instruments served pursuant to such dissent rights and received by the Company and shall provide the SPAC with copies of such notices and written objections. The Company shall not, without the prior written consent of the SPAC, settle, compromise, make any payment or settlement offer in respect of, or otherwise agree upon the fair value of, any Dissent Shares prior to the Closing. The Company Shares held by a Dissenting Shareholder (the “Dissent Shares”) shall not be exchanged for the SPAC Class A Shares pursuant to the Amalgamation and shall be treated instead as provided in Section 2.3(e)(ii). However, if a Dissenting Shareholder (i) fails to perfect or effectively withdraws such Dissenting Shareholder’s claim or fails to comply with the dissent procedures under the BCBCA, (ii) instructs a proxy holder to vote in favor of the Amalgamation at the Company Special Meeting; or (iii) if such Dissenting Shareholder’s rights as a Company Shareholder are otherwise reinstated, such Company Shareholder’s Company Shares shall thereupon be deemed to have been exchanged for the applicable Amalgamation Consideration Shares pursuant to Section 2.3(e)(i) as of the Amalgamation Effective Time.
Section 2.8 Withholding. Each of the Company, the SPAC, the Amalgamation Sub, their respective Affiliates and Representatives, and any other withholding agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Tax Act, the Code, or any provision of provincial, state, local or non-Canadian or non-U.S. Tax Law. To the extent that amounts are so withheld bythe Company, the SPAC and the Amalgamation Sub (or their Affiliates or Representatives), or any other applicable withholding agent, as the case may be, and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
Section 2.9 Section 368 Reorganization. The Parties to this Agreement hereby (i) adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations, and (iii) agree to file all Tax and other informational returns on a basis consistent with such characterization. Each Party will use commercially reasonable efforts, and agrees to cooperate with the other Parties and to provide to the other Parties such information and documentation as may be necessary, proper or advisable, to cause the Transactions to so qualify, and will not knowingly take an action that would cause the Transactions to fail to qualify, as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no Party is making any representation or warranty as to the qualification of the Transactions as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Amalgamation Effective Time has or may have on any such reorganization status. Each of the Parties acknowledges and agrees that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Amalgamation is determined not to qualify as a reorganization under Section 368 of the Code.
Section 2.10 Earnout Shares.
(a) Following the Closing, if, at any time during the period following the Closing Date and expiring on the fourth anniversary of Closing Date (the “Earnout Period”):
(i) the SPAC or any of its Subsidiaries achieves Criticality in a molten salt reactor or achieves Criticality of recycled nuclear fuel, each SPAC Class A Earnout Shares shall automatically convert into one SPAC Class A Share (subject to adjustments pursuant to subsection (e) below);
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(ii) the SPAC or any of its Subsidiaries receives acceptance of a license or permit to construct a nuclear regulator for the purposes of licensing and operating a demonstration nuclear facility in any jurisdiction approved by the SPAC Board, each SPAC Class B Earnout Share shall automatically convert into one SPAC Class A Share (subject to adjustments pursuant to subsection (e) below); and
(iii) the SPAC or any of its Subsidiaries receives approvals for grants, governmental funding (including government loans) or other nondilutive project financing from government entities and/or matching private funds in an aggregate amount of at least $100,000,000, each SPAC Class C Earnout Share shall automatically convert into one SPAC Class A Share (subject to adjustments pursuant to subsection (e) below).
(b) If an earnout target in Section 2.10(a) is not satisfied during the Earnout Period, the right of the applicable Earnout Shares to convert pursuant to this Section 2.10 will terminate and no longer apply, and such Earnout Shares shall be redeemed by SPAC for the redemption price of US$0.00000000001 and cancelled.
(c) Such conversions under Section 2.10(a) shall be pursuant to subsection 51 of the Tax Act.
(d) For purposes of this Section 2.10, “Criticality” means the point at which a controlled, self-sustaining fission reaction is achieved, as verified by a qualified third party that is independent of the SPAC and its management and affiliates selected by the Company’s Board and acceptable to the IPO Sponsor (such acceptance not to be unreasonably withheld, delayed or conditioned).
(e) The Earnout Shares shall be registered under the Securities Act on the Proxy/Registration Statement.
(f) If, during the Earnout Period, the outstanding SPAC Class A Shares are changed into a different number or class of shares by reason of any share split, reverse share split, share dividend, subdivision, consolidation, reclassification, recapitalization or other similar transaction, the number of Earnout Shares shall be equitably adjusted to reflect such change.
Section 2.11 Taking of Necessary Action; Further Action. If, at any time before or after the Amalgamation Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the officers and directors of the Company and the SPAC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
Article
III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the SPAC that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date), except as set forth in the Company’s disclosure schedule delivered by the Company to the SPAC in connection with this Agreement as of the date hereof (the “Company Disclosure Schedule”) (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face or is cross-referenced):
Section 3.1 Corporate Existence and Power.
(a) Each Group Company is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). Section 3.1(a) of the Company Disclosure Schedule sets forth the jurisdiction of formation or organization (as applicable) for each Group Company. Each Group Company has the requisite corporate, limited liability company or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.
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(b) True and complete copies of the Organizational Documents of the Company have been made available to the SPAC, in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of the Company are in full force and effect, and the Company is not in breach or violation of any provision set forth in its Organizational Documents. True and complete copies of the Organizational Documents of the Subsidiaries of the Company have been made available to the SPAC and are in full force and effect and such Subsidiaries are not in breach or violation of any of the provisions thereof.
(c) Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary.
Section 3.2 Capitalization; Subsidiaries.
(a) Section 3.2(a) of the Company Disclosure Schedule sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, and (iii) the number and class or series (as applicable) of Equity Securities held by each such Person. Other than as described in Section 3.2(a) of the Company Disclosure Schedule, no other Equity Securities of the Company are issued, reserved for issuance or outstanding. The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company. All of the Equity Securities of the Company have been duly authorized and validly issued. All of the outstanding Company Shares are fully paid and non-assessable. The Equity Securities of the Company (1) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (2) have been offered, sold and issued in compliance with applicable Laws, including Securities Law, and the Organizational Documents of the Company or any other Contract to which the Company is party or bound. The Equity Securities of the Company are owned by the Company Shareholders as set forth in Section 3.2(a) of the Company Disclosure Schedule, free and clear of all Liens (other than the transfer restrictions under the articles of the Company and applicable Securities Law). There are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Company’s Equity Securities. The Company has not adopted any shareholder rights plan, “poison pill” or similar anti-takeover instrument or plan in effect to which any Group Company would be or become subject, party or otherwise bound.
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(b) Section 3.2(b) of the Company Disclosure Schedule sets forth a true and complete statement of (i) the name and jurisdiction of formation of each Subsidiary of the Company, (ii) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding, (iii) the identity of the Persons that are the record and beneficial owners thereof and (iv) the number and class or series (as applicable) of Equity Securities held by each such Person. Other than as described in Section 3.2(b) of the Company Disclosure Schedule, no other Equity Securities of any Subsidiary of the Company are issued, reserved for issuance or outstanding. For each Subsidiary of the Company, there are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company. All of the outstanding Equity Securities of each Subsidiary of the Company are duly authorized and validly issued, duly registered and non-assessable (if applicable), were offered, sold and delivered in compliance with all applicable securities Laws and the Organizational Documents of such Subsidiary, and are owned by the Company or one of its Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Subsidiary of the Company.
(c) Except for the Equity Securities of the Subsidiaries set forth in Section 3.2(b) of the Company Disclosure Schedule, none of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies is a partner or member of any partnership, limited liability company or joint venture.
(d) Section 3.2(d) of the Company Disclosure Schedule sets forth a list of all Indebtedness of the Group Companies as of the date of this Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof.
(e) No Group Company holds any material assets or conducts any material business activities in the United States.
Section 3.3 Authorization. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents (to which it is a party) and the consummation by the Company of the transactions contemplated hereby and thereby are within the respective corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of the Company, to the extent required by their respective Organizational Documents, applicable Laws or any Contract to which it is a party or by which its securities are bound. This Agreement has been duly executed and delivered by the Company and constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party) will constitute, a valid and legally binding agreement of the Company, enforceable against it in accordance with their respective terms. Section 3.3 of the Company Disclosure Schedule provides true and complete copies of the Company Board Approval. The Company Approvals are the only corporate approvals of the Company and its Subsidiaries necessary in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents to which it is a party and the consummation of the Transactions.
Section 3.4 Approvals. No consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any Authority or other Person is required on the part of any Group Company with respect to its execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or the consummation of the transactions contemplated hereby and thereby, except for (i) the filings as expressly contemplated by Article II, (ii) the SEC declaration of effectiveness of the Proxy/Registration Statement, (iii) the filings and receipt contemplated in connection with the Canadian Prospectus pursuant to Section 5.8; and (iv) any consents, approvals, authorizations, designations, declarations, filings, notices or actions, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
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Section 3.5 Non-Contravention. The execution, delivery or performance by the Company of this Agreement or any Transaction Documents to which it is a party does not and will not (a) contravene or conflict with the organizational or constitutive documents of the Company, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the Group Companies, (c) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Group Companies, require any payment or reimbursement, or give rise to a loss of any material benefit relating to the business to which any Group Company is entitled under any provision of any Permit, Contract or other instrument or obligation binding upon the Group Companies or by which any of the Company Shares or other Equity Securities of the Group Companies, any of the Group Companies’ assets or any Permit is or may be bound, (d) result in the creation or imposition of any Lien on any of the Company Shares or other Equity Securities of the Group Companies, (e) cause a loss of any material benefit relating to the business to which any Group Company is entitled under any provision of any Permit or Contract binding upon any Group Company, or (f) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Group Companies’ material assets.
Section 3.6 Sufficiency of Assets. The assets used or held by the Group Companies comprise all of the assets necessary for the continuation of the business of the Group Companies as carried on as at the date of this Agreement. The Company does not depend on the use of assets owned, or facilities or services provided by, any Company Shareholder or any of its Affiliates (other than the Group Companies).
Section 3.7 Financial Statements.
(a) Section 3.7(a) of the Company Disclosure Schedule includes the audited consolidated financial statements of the Company as of and for the fiscal years ended on June 30, 2026 and 2025 (collectively, the “Financial Statements”).
(b) The Financial Statements are complete and accurate and fairly present in all material respects, in conformity with IFRS, in each instance applied on a consistent basis in all material respects, the financial position of each Group Company as of the dates thereof and the results of operations of each Group Company for the periods reflected therein. The Financial Statements (i) were prepared from the Books and Records of the Group Companies; (ii) were prepared on an accrual basis in accordance with IFRS consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates; and (iv) contain and reflect adequate provisions for all material Liabilities for all material Taxes applicable to the Group Companies with respect to the periods then ended.
(c) The systems of internal accounting controls maintained by the Group Companies are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; and (iii) material information is communicated to management as appropriate.
(d) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Financial Statements.
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(e) Neither the Company nor any of its Subsidiaries has received from any employee of the Company or its Subsidiaries any written or, to the Company’s Knowledge, oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, and the Group Companies have not independently identified or received any written notice from their independent accountants regarding any of the foregoing.
(f) Other than as set forth in the Financial Statements and as described in the notes thereto or expressly contemplated by the Transaction Documents, the Group Companies do not have any Indebtedness, whether or not contingent, for borrowed money, and whether or not evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security or similar instrument.
Section 3.8 Undisclosed Liabilities. Except for Liabilities (a) reflected or reserved against in the Financial Statements, (b) incurred in the Ordinary Course since the Balance Sheet Date, (c) incurred in connection with the negotiation, execution or performance of this Agreement, the other Transaction Documents or the Transactions, or (d) set forth in Section 3.8 of the Company Disclosure Schedule, no Group Company has any material Liabilities.
Section 3.9 Books and Records. All Contracts, documents, and other papers or copies thereof delivered to the SPAC by or on behalf of the Company are true and authentic. The Books and Records reflect fairly in all respects the transactions and dispositions of assets of and the providing of products and services by the Group Companies, and have been properly and accurately kept and completed in all respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.
Section 3.10 Absence of Certain Changes. Since the Balance Sheet Date, each Group Company has conducted the business in the Ordinary Course consistent with past practices. Without limiting the generality of the foregoing, since the Balance Sheet Date, and except as otherwise set forth in Section 3.10 of the Company Disclosure Schedule, there has not been:
(a) any Company Material Adverse Effect;
(b) any transaction, Contract or other instrument entered into, or commitment made, by any Group Company relating to its business, or any of its assets (including the acquisition or disposition of any assets) or any relinquishment by any Group Company of any Contract or other right, in either case other than transactions and commitments in the Ordinary Course consistent with past practice (including as to kind and amount), those contemplated by this Agreement, and those arising out of or relating to the Moltex Acquisition;
(c) (i) any redemption of, declaration, setting aside or payment of any dividend or other distribution with respect to any capital stock or share capital or other equity interests in any Group Company; (ii) any issuance by any Group Company of shares or of shares of capital stock or other equity interests in any Group Company (other than pursuant to any effective employee equity incentive plan), or (iii) any repurchase, redemption or other acquisition, or any amendment of any term, by any Group Company of any outstanding shares or shares of capital stock or other equity interests (other than pursuant to any effective employee equity incentive plan);
(d) (i) any creation or other incurrence of any Lien other than Permitted Liens on any Group Company’s equity shares or any of any Group Company’s assets, and (ii) any making of any loan, advance or capital contributions to or investment in any Person by any Group Company, in each case other than those created or incurred in the Ordinary Course of the Group Companies consistent with past practice and that are not material to the Group Companies, taken as a whole;
(e) any material personal property damage, destruction or casualty loss or personal injury loss (whether covered by insurance or not) affecting the business or assets of any Group Company;
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(f) any material labor dispute, other than routine individual grievances, or any material activity or proceeding by a labor union or representative thereof to organize any employees of any Group Company, which employees were not subject to a collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of any Group Company;
(g) any sale, transfer, lease to others or other disposition of any of its material assets by any Group Company except for inventory, licenses or services sold in the Ordinary Course of the Group Companies consistent with past practices or any sale, transfer, lease to others or other disposition of immaterial amounts other Tangible Personal Property;
(h) (i) any material amendment to or termination of any Material Contract, (ii) any material amendment to any material license or material permit from any Authority held by any Group Company, (iii) any receipt of any notice of termination of any of the items referenced in (i) and (ii); and (iv) any material default by any Group Company under any Material Contract, or any material license or material permit from any Authority held by any Group Company;
(i) any capital expenditure by any Group Company in excess in any fiscal month of $100,000 per one transaction or entering into any lease of capital equipment or property under which the annual lease charges exceed $100,000 in the aggregate by the Group Companies taken as a whole;
(j) any institution of litigation, settlement or agreement to settle any litigation, action, proceeding or investigation before any court or governmental body relating to any Group Company or its property or suffering of any actual litigation, action, proceeding or investigation before any court or governmental body relating to any Group Company or its property;
(k) any loan of any monies to any Person or guarantee of any obligations of any Person by any Group Company, in excess of $100,000, other than accounts payable and accrued liabilities in the Ordinary Course of such Group Company consistent with past practices;
(l) except as required by the appliable accounting principles and standards, any change in the accounting methods or practices (including, any change in depreciation or amortization policies or rates) of any Group Company or any revaluation of any of the assets of any Group Company;
(m) any material amendment to any Group Company’s Organizational Documents, or any engagement by any Group Company in any merger, consolidation, reorganization, reclassification, liquidation, dissolution or similar transaction, other than as provided for in this Agreement or the Transactions;
(n) any acquisition of assets (other than acquisitions of inventory or other assets in the Ordinary Course of the Group Companies) or the business of any Person;
(o) any material Tax election made by any Group Company outside of the Ordinary Course consistent with past practice, or any material Tax election changed or revoked by any Group Company; any material claim, notice, audit report or assessment in respect of Taxes settled or compromised by any Group Company; any annual Tax accounting period changed by any Group Company; any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax (other than an ordinary commercial agreement the principal purpose of which does not relate to Taxes) entered into by any Group Company; or any right to claim a material Tax refund surrendered by any Group Company; or
(p) any undertaking of any legally binding obligation to do any of the foregoing.
Section 3.11 Properties; Title to Group Company’s Assets.
(a) The material items of Tangible Personal Property have no material defects, are in good operating condition, function in accordance with their intended uses (ordinary wear and tear excepted) and have been properly maintained, and are suitable for their present uses and meet all specifications and warranty requirements with respect thereto.
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(b) Section 3.11(b) of the Company Disclosure Schedule sets forth each Group Company’s list of leased properties. Each Group Company has good, valid and marketable title in and to, or in the case of the leases and the assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use, all of their assets reflected on the Financial Statements or acquired after Balance Sheet Date. The Group Companies’ assets constitute all of the assets of any kind or description whatsoever, including goodwill, that are necessary for the Group Companies to operate the Business immediately after the Closing in materially the same manner as the Business is currently being conducted.
Section 3.12 Litigation. There is no Action (or any basis therefore) pending against, threatened against or affecting, any Group Company, any of its officers or directors, its business, or any Group Company’s Equity Securities, or any of its assets or any Contract of any Group Company before any court, arbitral tribunal, Authority or official, or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or by the Transaction Documents. There are no outstanding judgments against any Group Company. None of the Group Companies is, or has been in the past five (5) years, subject to any proceeding with any Authority.
Section 3.13 Material Contracts.
(a) Section 3.13(a) of Company Disclosure Schedule lists all material Contracts, oral or written (collectively, the “Material Contracts”) to which the Company is a party and which are currently in effect and which constitute the following:
(i) all Contracts that require annual payments or expenses by, or annual payments or income to, the Group Companies of $100,000 or more individually (other than standard purchase and sale orders entered into in the Ordinary Course consistent with past practice);
(ii) all sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements, in each case requiring the payment of any commissions by the Group Companies in excess of $100,000 annually on an individual basis;
(iii) all employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former officer, director, employee or consultant of any Group Company or other Person, under which any Group Company (A) have continuing obligations for payment of annual compensation of at least $100,000 (other than oral arrangements for at-will employment), or (B) has material severance or post termination obligations to such Person (other than COBRA obligations);
(iv) all Contracts creating a material joint venture, strategic alliance, management or similar agreement with an Affiliate, and all limited liability company and partnership agreements to which any Group Company is a party;
(v) all Contracts relating to any material acquisitions or dispositions of assets by any Group Company in excess of $125,000;
(vi) all Contracts for material licensing agreements, including Contracts licensing material Intellectual Property;
(vii) all Contracts relating to material secrecy, confidentiality and nondisclosure agreements restricting the conduct of any Group Company or substantially limiting the freedom of any Group Company to compete in any line of business or with any Person or in any geographic area;
(viii) all Contracts relating to material Intellectual Property of any Group Company;
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(ix) all Contracts providing for material guarantees, indemnification arrangements and other hold harmless arrangements made or provided by any Group Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations;
(x) all Contracts relating to any Affiliate Transactions;
(xi) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which any Group Company holds a leasehold interest and which involve payments to the lessor thereunder in excess of $10,000 per month;
(xii) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for money borrowed (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets or group of assets, whether tangible or intangible, to secure any indebtedness for money borrowed, (C) extended credit to any Person (other than Contracts involving immaterial advances made to an employee of the Company or any of its Subsidiaries in the Ordinary Course as currently conducted) or (D) relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit, except any such Contract with a non-Affiliate with an aggregate outstanding principal amount not exceeding $100,000;
(xiii) any Contract relating to the voting or control of the equity interests of any Group Company or the election of directors of any Group Company (other than the Organizational Documents of any Group Company);
(xiv) any Contract under which any right of termination, cancellation, amendment or acceleration of any right or obligation of any Group Company or any payment or reimbursement could arise by the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents to which any Group Company is a party; and
(xv) any Contract for which any of the benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or consultant of any Group Company will be increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement.
(b) Each Material Contract is a valid and binding agreement, and is in full force and effect, and neither any Group Company nor, to the Company’s Knowledge, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract. None of the Group Company has assigned, delegated, or otherwise transferred any of its rights or obligations with respect to any Material Contracts, or granted any power of attorney with respect thereto or to any Group Company’s assets. No Contract of any Group Company (A) requires any Group Company to post a bond or deliver any other form of security or payment to secure its obligations thereunder or (B) imposes any non-competition covenants that may be binding on, or restrict its business or require any payments by or with respect to the SPAC or any of its Affiliates. No Contract of any Group Company contains an obligation of any Group Company to make a payment upon consummation of the Transactions or as a result of a change of control of the Group Companies as defined in the relevant Contract.
(c) None of the execution, delivery or performance by the Company of this Agreement or Transaction Documents to which the Company is a party or the consummation by the Company of the transactions contemplated hereby or thereby constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any obligation of any Group Company or to a loss of any material benefit to which any Group Company is entitled under any provision of any Material Contract.
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(d) The Group Companies are in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness.
Section 3.14 Licenses and Permits. Section 3.14 of the Company Disclosure Schedule correctly lists each material Permits affecting, or relating in any way to, the Company’s business as currently conducted. Such Permits are valid and in full force and effect, and none of the Permits will, be terminated or impaired or become terminable as a result of the transactions contemplated hereby. Each Group Company has all Permits necessary to operate its business, except as would not be material to the business of the Group Companies taken as a whole. No outstanding notice of revocation, cancellation or termination of any Permit has been received by the Company or any of its Subsidiaries; there are no Actions pending or threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Permit of the Group Companies. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Permits of the Group Companies, except for any such revocation, modification or cancellation that would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. Without limiting the foregoing, each Group Company possesses all material Permits required under applicable Canadian, United Kingdom and other applicable Laws relating to nuclear substances, nuclear equipment, controlled nuclear technology or information and the acquisition, transfer, possession, development or use of the material technology and assets to be acquired in the Moltex Acquisition, in each case to the extent applicable to such Group Company and the Business as presently conducted.
Section 3.15 Compliance with Laws. None of the Group Companies is in violation of or has violated, and is neither under investigation with respect to nor has been threatened to be charged with or given notice of any violation or alleged violation of, any Law, or judgment, order or decree entered by any court, arbitrator or Authority, domestic or foreign, nor, to the Company’s Knowledge, is there any basis for any such charge. Since the Lookback Date, none of the Group Companies have received any subpoenas by any Authority. Each Group Company has implemented, maintains, and complies in all material respects with internal compliance programs designed to detect and prevent violations of any applicable Laws.
Section 3.16 Compliance with Anti-Corruption Laws.
(a) The Company and its Subsidiaries, and each of their respective officers, directors, employees, agents, representatives or other persons acting on its behalf have complied with and are in compliance with Anti-Corruption Laws. Neither the Group Companies nor their respective directors or officers, nor, to the Company’s Knowledge, any of their employees, agents, or any other Persons acting for or on behalf of any of the Group Companies has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, promised, authorized, paid or received any improper payment in violation of any Anti-Corruption Laws.
(b) The Company and each of its Subsidiaries has maintained and currently maintains (i) Books and Records which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of the Company and its Subsidiaries were, have been and are executed only in accordance with management’s general or specific authorization.
(c) The Company and each of its Subsidiaries has in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws.
(d) None of the Company’s nor any of its Subsidiaries’ respective officers and directors, and to the Company’s Knowledge, their respective employees is or was a Government Official or a close family member of a Government Official.
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(e) To the Company’s Knowledge, no Authority is investigating or has in the past five (5) years conducted, initiated or threatened any investigation of the Company or any of its Subsidiaries, or the Company’s or its Subsidiaries’ respective officers or directors for alleged violation of Anti-Corruption Laws in connection with activities relating to the Company or any of its Subsidiaries.
(f) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ Affiliates, nor any of the Company’s or its Subsidiaries’ directors, officers, employees, agents or representatives, is, or is owned or controlled by one or more Persons that: (i) are named on any Sanctions and Export Control Laws-related list of designated Persons maintained by an Authority; (ii) are located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria) or have conducted business with any Person or entity or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf that is located, organized or resident in a country or territory that is the subject of or target of any Sanctions and Export Control Laws (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria); (iii) an entity 50-percent or more owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii).
(g) Neither the Group Companies, their directors or officers, nor, any of their shareholders, employees, agents, or any other Persons in their capacity as such, is in violation of, or has been, in violation of, has been threatened to be charged with or given notice of any violation of, or is under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, applicable Sanctions and Export Control Laws.
Section 3.17 Intellectual Property.
(a) Section 3.17 of the Company Disclosure Schedule sets forth a true, correct and complete list of all material Intellectual Property owned and licensed by the Group Companies.
(b) Since the Lookback Date, to the Company’s Knowledge, no Group Company has been sued or charged in writing with or been a defendant in any Action that involves a claim of infringement of any Intellectual Property, and the Company has no knowledge of any other claim of infringement by the Group Companies, and no knowledge of any continuing infringement by any other Person of any Intellectual Property of the Group Companies.
(c) The Group Companies own or have a valid and enforceable right to use any and all Intellectual Property used or held for use in, or otherwise necessary for, the conduct of the Business as currently conducted. To the Company’s Knowledge, the current use by the Group Companies of the Intellectual Property of the Group Companies does not infringe, and will not infringe, the rights of any other Person in any material respect.
(d) All employees, agents, consultants or contractors who have contributed to or participated in the creation or development of any material copyrights, patents or trade secrets on behalf of the Group Companies or any predecessor in interest thereto, to the Company’s Knowledge, either: (i) are a party to a “work-for-hire” agreement under which a Group Company is deemed to be the original owner/author of all property rights therein; or (ii) have executed an assignment or an agreement to assign in favor of the Group Companies (or such predecessor in interest, as applicable) all right, title and interest in such material.
(e) The execution, delivery or performance by the Company of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby will not cause any material Intellectual Property owned, licensed, used or held for use by the Group Companies immediately prior to the Closing to cease to be owned, licensed or available for use by the Group Companies on substantially the same terms and conditions immediately following the Closing in any material respect.
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(f) The Group Companies have taken reasonable measures to safeguard and maintain the confidentiality and value of all trade secrets and other items of Intellectual Property that are material and confidential, and all other material and confidential information, data and materials licensed by any Group Company or otherwise used in the operation of its business. The Group Companies have not disclosed, delivered, licensed or otherwise made available (other than to current and former employees, independent contractors and consultants who contributed to the development of Software for the Group Companies and who are bound by written confidentiality agreements), and do not have a duty or obligation (whether present, contingent, or otherwise) to disclose, deliver, license, or otherwise make available, any source code that embodies any owned Intellectual Property to any Person.
Section 3.18 Employment and Labor Matters.
(a) Except as set forth in Section 3.18(a) of the Company Disclosure Schedule, no Group Company is a party to or subject to any employment contract, consulting agreement, collective bargaining agreement or any similar agreement, and there has been no activity or proceeding by a labor union or representative thereof to organize any employees of any Group Company. No Group Company has any material labor relations disputes, and to the Company’s Knowledge, there is no pending representation question or union organizing activity respecting employees of any Group Company.
(b) (i) Since the Lookback Date, there have been, and are, no material Actions pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary of the Company by any of its current or former employees, (ii) there are, and since the Lookback Date there have been, no unfair labor practice complaints pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary of the Company before the National Labor Relations Board or any similar Authority; and (iii) since the Lookback Date, there has not been, nor, to the Company’s Knowledge, has there been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute against the Company or any Subsidiary of the Company.
(c) To the Company’s Knowledge, the Group Companies are and, since the Lookback Date, have been in material compliance with all applicable Laws relating to the employment, employment practices, employment discrimination, human rights, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, provincial or local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes. To the Company’s Knowledge, there are no material complaints, actions, claims, charges, levies, assessments or penalties outstanding, or to the Company’s Knowledge, anticipated, nor are there any material orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of any Group Company under or in respect of any applicable employment Laws and to the Company’s Knowledge, there is no basis for any such claim, complaint, investigation or order under any such Laws.
(d) Since the Lookback Date, none of the Group Companies has been a party to a material settlement agreement with a current or former officer, director, employee or independent contractor, that relates primarily to material allegations of sexual harassment. Since the Lookback Date, to the Company’s Knowledge, no allegation of sexual harassment has been made against any officer, director, employee, or independent contractor of any Group Company, in each case, in their capacities as current or former representatives of any Group Company.
(e) No current officer or executive, or any group of executives, has notified any Group Company of his or her intentions to terminate his or her employment. The Group Companies are not negotiating, discussing or contemplating the termination of any officer or executive, and no agreement regarding any such termination has been entered into.
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(f) To the Company’s Knowledge, no employee, consultant, or independent contractor is in violation of or subject to any order relating to or party to or bound by any employment agreement, non-competition agreement, non-solicitation agreement, invention assignment agreement or any other restrictive covenant agreement with any third party.
(g) There are no material outstanding and unresolved inspection orders made under any occupational health and safety legislation against any Group Company.
(h) There are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation legislation and none of the Group Companies have been assessed or reassessed in any material respect under such legislation since the Lookback Date and no audit of any Group Company is currently being performed pursuant to any applicable workers’ compensation legislation. There are no such claims or, to the Company’s Knowledge, potential claims which may materially adversely affect the accident cost experience of the Group Companies.
(i) There is no Company Equity Plan.
(j) Each person who is a current or former employee, independent contractor, consultant or service provider of any Group Company is, and has at all times since the Lookback Date been, properly classified: (i) as either an employee or independent contractor; and (ii) for employees, overtime exempt or non-exempt under applicable Law.
Section 3.19 Tax Matters.
(a) All material Tax Returns required to be filed by or with respect to the Group Companies have been filed within the requisite period (taking into account any extensions) and such Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by the Group Companies have been or will be paid in a timely fashion, other than such Taxes for which adequate reserves in the Financial Statements have been established in accordance with GAAP or IFRS (as applicable). No material deficiencies for any Taxes that are currently outstanding with respect to any Tax Returns of the Group Companies have been asserted in writing by, and no written notice of any action, audit, assessment or other proceeding, in each case that is currently pending, with respect to such Tax Returns or any Taxes of the Group Companies has been received from, any Taxing Authority, and no dispute or assessment relating to such Tax Returns or such Taxes with any such Taxing Authority is currently outstanding. No written claim that is currently outstanding has been made by the Taxing Authority in a jurisdiction where any Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction. The Group Companies have not taken any action (nor permitted any action to be taken), and are not aware of any fact or circumstance, that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment.
(b) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than any such agreement solely among the Group Companies.
(c) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of: (i) any change in method of accounting for a taxable period ending on or prior to the Closing; (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing; (iii) any installment sale or open transaction disposition made on or prior to the Closing; (iv) any prepaid amount received on or prior to the Closing outside the Ordinary Course; or (v) Section 965(a) of the Code (or any corresponding or similar provision of state, local or foreign Tax Law).
(d) All payments by, to or among the Company, and its Affiliates are in material compliance with all relevant transfer pricing requirements imposed by any Taxing Authority, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodologies.
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(e) The Company has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to the assessment or collection of any Tax, other than in the Ordinary Course or for automatic extensions of time to file income Tax Returns.
(f) There are no Liens or encumbrances for Taxes upon any of the assets of the Company except for Permitted Liens.
(g) The Company has not participated in a “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2) (or any corresponding or similar provision of state, local or non-U.S. Law) for which it was required to file a disclosure statement under Treasury Regulation 1.6011-4(a) or a “reportable transaction” within the meaning of section 237.3 of the Tax Act, a “notifiable transaction” within the meaning of section 237.4 of the Tax Act or a transaction giving rise to “reportable uncertain tax treatment” within the meaning of section 237.5 of the Tax Act.
(h) To the Company’s Knowledge, the Company is not a “controlled foreign corporation” within the meaning of Section 957 of the Code and is not a passive foreign investment company within the meaning of Section 1297 of the Code.
(i) The Company is in material compliance with all terms and conditions of any Tax incentives, Tax exemption, Tax holiday or other Tax reduction arrangement, agreement or order (each, a “Tax Incentive”) and the consummation of the Transactions will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive.
(j) None of Sections 80 to 80.04, both inclusive, of the Tax Act have applied or will apply to the Company. The Company has no material unpaid amounts that may be required to be included in income under Section 78 of the Tax Act.
(k) The Company has not acquired property from any Person in circumstances where the Company did or could have become liable for any Taxes payable by that Person pursuant to Section 160 of the Tax Act.
(l) The Company is a registrant for purposes of the Excise Tax Act (Canada). All material input tax credits claimed by the Company pursuant to the Excise Tax Act (Canada) have been proper, correctly calculated and documented in accordance with the requirements of the Excise Tax Act (Canada).
(m) The Company is a “taxable Canadian corporation” as that term is defined in the Tax Act.
Section 3.20 Environmental Laws.
(a) The Group Companies are, and at all times have been, in compliance with all Environmental Laws in all material respects, and there are no existing facts or circumstances which would reasonably be expected to prevent such compliance in the future and all Permits held by the Group Companies pursuant to applicable Environmental Laws are in full force and effect and no appeal or any other Action is pending to revoke or modify any such Permit.
(b) No notice of violation, demand, request for information, citation, summons or order has been received by any Group Company relating to or arising out of any Environmental Laws, other than those relating to matters that have been fully resolved or that remain pending and, if adversely determined, would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.
(c) Neither the Company nor any of its Subsidiaries has agreed to indemnify any other Person against liability under Environmental Laws, or to assume or undertake any liability of another Person under Environmental Laws.
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(d) Copies of all material written reports (in the case of reports with multiple drafts or versions, the final draft or version), notices of violation, orders, audits, assessments and all other material environmental reports, in the possession, custody or control of the Company or its Subsidiaries, relating to environmental conditions in, on or about the leased Real Property or to the Company’s or its Subsidiaries’ compliance with Environmental Laws have been made available to the SPAC.
Section 3.21 Finders’ Fees. Other than the Advisor Shares and any finders’ fees or commissions payable pursuant to the Bridge Financing, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Company, any other Group Company, or any of their respective Affiliates who might be entitled to any fee or commission from the SPAC or any of its Affiliates upon consummation of the transactions contemplated by this Agreement.
Section 3.22 Not an Investment Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
Section 3.23 Affiliate Transactions. Except as provided in Section 3.23 of the Company Disclosure Schedule, no (a) shareholder of the Company, (b) former or current director, officer, employee, consultant, independent contractor, manager, indirect or direct equity holder, option holder or member of the Company or any of its Subsidiaries or (c) any Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Securities Exchange Act of 1934), of any Person described in the foregoing clauses (a) or (b), in each case, other than the Company or any of its Subsidiaries (each a “Related Party”), is (i) a party to any Contract or business arrangement with the Company or any of its Subsidiaries, (ii) provides any services to, or is owed any money by or owes any money to, or has any claim or right against, the Company or any of its Subsidiaries (other than, in each case, compensation for services performed by a Person as director, officer, service provider or employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course), or (iii) directly or indirectly owns, or otherwise has any right, title or interest in, to or under, any tangible or intangible property, asset, or right that is, has been, or is currently planned to be used by the Company or any of its Subsidiaries (the Contracts, relationships, or transactions described in clauses (i) through (iii), the “Affiliate Transactions”).
Section 3.24 Proxy/Registration Statement. At the time the Proxy/Registration Statement (or any amendment thereto) is filed with the SEC and is declared effective under the Securities Act, on the date the Proxy Statement is first mailed to the SPAC Shareholders, and at the time of the meeting for the SPAC Shareholder Approval, none of the information furnished by or on behalf of the Group Companies in writing specifically for inclusion in the Proxy/Registration Statement will include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 3.25 Solvency.
(a) None of the Group Companies is insolvent or unable to pay its debts, including its future and prospective debts incurred in the Ordinary Course, or is in liquidation under the law of the jurisdiction in which it is incorporated or other applicable Laws.
(b) No petition has been presented, application made, proceedings commenced, resolution passed or meeting convened for the termination, liquidation, bankruptcy or dissolution of any Group Company nor any process been commenced whereby the business of any Group Company is terminated and the assets of any Group Company are distributed amongst the creditors or shareholders or other contributories of any Group Company or whereby the affairs, business or assets of any Group Company are managed by a person appointed for the purpose by a court, governmental agency or similar body or by any creditor or any Group Company itself, nor has any such order or relief been granted or appointment made, and there are no cases or proceedings under any applicable Laws with respect to insolvency, reorganization, or related matters in any jurisdiction concerning any Group Company, and to the Knowledge of the Company, no events have occurred which, under the law of the jurisdiction in which it is incorporated or other applicable Laws, would justify any such cases or proceedings.
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(c) No liquidator, trustee, supervisor, nominee, custodian or similar official and no liquidation committee or similar body have been appointed in respect of the whole or any part of the business or assets of any Group Company nor has any step been taken for or with a view to the appointment of such a person or body nor has any event taken place or is likely to take place as a consequence of which such an appointment might be made.
(d) No ruling declaring the insolvency of any Group Company has been made and no public announcement in respect of the same has been pronounced by a court of the jurisdiction in which it is incorporated.
(e) (i) The Company is, and immediately after giving effect to the Amalgamation the Amalco will be, able to pay its liabilities as they become due; (ii) there are reasonable grounds for believing that no creditor of the Company will be materially prejudiced by the Amalgamation; and (iii) no director or officer of the Company is aware of any fact or circumstance that would prevent a director or officer of the Company from truthfully swearing the affidavit required by section 277(1) of the BCBCA containing the statement contemplated by section 277(3)(a) of the BCBCA.
Section 3.26 Moltex Acquisition. A true and complete copy of the Moltex SPA, including all amendments, modifications and waivers thereto, has been made available to the SPAC. The Moltex SPA is in full force and effect, and Nuclea Energy Canada Inc. has performed in all material respects its obligations thereunder and is not in material breach thereof and, to the Company’s Knowledge, no other party thereto is in material breach thereof. To the Company’s Knowledge, there is no fact or circumstance that would reasonably be expected to prevent or materially delay the consummation of the Moltex Acquisition.
Section 3.27 No Other Representations or Warranties. Except as otherwise expressly provided in this Article III (as may be modified by the Company Disclosure Schedule), the Company hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company and its Affiliates, and any matter relating to any of them, including the Company’s affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the SPAC, its Affiliates or any of their respective representatives by, or on behalf of, the Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as may be modified by the Company Disclosure Schedule), neither the Company nor any other Person on behalf thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the SPAC, or their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any presentation or in any other information made available to the SPAC, or their Affiliates or any of their representatives or any other Person, and any such representations or warranties are expressly disclaimed.
Article
IV.
REPRESENTATIONS AND WARRANTIES OF SPAC
The SPAC hereby, represents and warrants to the Company that, each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date), (a) except as set forth in the SPAC’s disclosure schedule delivered by the SPAC to the Company in connection with this Agreement as of the date hereof (the “SPAC Disclosure Schedule”) (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face or cross-referenced), or (b) except as set forth in the SPAC SEC Documents (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements, disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature):
Section 4.1 Corporate Existence and Power.
(a) Prior to the completion of SPAC Continuance, the SPAC is an exempted company duly incorporated, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of the Cayman Islands. The SPAC has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.
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(b) Amalgamation Sub is a duly organized company, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the BCBCA. Amalgamation Sub has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.
Section 4.2 Authorization.
(a) The execution, delivery and performance by the SPAC of this Agreement and the Transaction Documents (to which it is a party) and the consummation by the SPAC of the transactions contemplated hereby and thereby are within the corporate powers of the SPAC and have been duly authorized by all necessary corporate action on the part of the SPAC to the extent required by their respective Organizational Documents, applicable Laws or any Contract to which it is a party or by which its securities are bound, other than the SPAC Shareholder Approval. This Agreement has been duly executed and delivered by the SPAC and constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party) will constitute, a valid and legally binding agreement of the SPAC, enforceable against it in accordance with their respective terms.
(b) The execution, delivery and performance by the Amalgamation Sub of this Agreement and the Transaction Documents (to which it is a party) and the consummation by the Amalgamation Sub of the transactions contemplated hereby and thereby are within the respective corporate powers of the Amalgamation Sub and have been duly authorized by all necessary corporate action on the part of the Amalgamation Sub, to the extent required by its Organizational Documents, applicable Laws or any Contract to which it is a party or by which its securities are bound. This Agreement has been or will be duly executed and delivered by the Amalgamation Sub and constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party) will constitute, a valid and legally binding agreement of the Amalgamation Sub, enforceable against it in accordance with their respective terms.
Section 4.3 Approvals. No consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any Authority is required on the part of the SPAC or Amalgamation Sub with respect to the SPAC’s and Amalgamation Sub’s execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or the consummation of the transactions contemplated hereby and thereby, except for (i) the filings as expressly contemplated by Article II (including with respect to the SPAC Continuance and the Amalgamation), (ii) the SEC declaration of effectiveness of the Proxy/Registration Statement, and (iii) any consents, approvals, authorizations, designations, declarations, filings, notices or actions, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the SPAC and Amalgamation Sub.
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Section 4.4 Non-Contravention.
(a) The execution, delivery or performance by the SPAC of this Agreement or any Transaction Documents to which it is a party does not and will not (i) contravene or conflict with the organizational or constitutive documents of the SPAC, (ii) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the SPAC, (iii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the SPAC, require any payment or reimbursement, or give rise to a loss of any material benefit relating to the business to which the SPAC is entitled under any provision of any Permit, Contract or other instrument or obligation binding upon the SPAC or by which any of the SPAC Shares, or any of the assets of the SPAC are or may be bound, (iv) result in the creation or imposition of any Lien on any of the SPAC Shares, (v) cause a loss of any material benefit relating to its business to which the SPAC is entitled under any provision of any Permit or Contract binding upon the SPAC, or (vi) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the SPAC’s material assets, in the cases of (i) to (vi), other than as would not be reasonably expected to, individually or in the aggregate, have a SPAC Material Adverse Effect.
(b) The execution, delivery or performance by Amalgamation Sub of this Agreement or any Transaction Documents to which it is a party does not and will not (i) contravene or conflict with the organizational or constitutive documents of Amalgamation Sub, (ii) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to Amalgamation Sub, (iii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of Amalgamation Sub, or require any payment or reimbursement, or give rise to a loss of any material benefit relating to the business to which Amalgamation Sub is entitled under any provision of any Permit, Contract or other instrument or obligation binding upon Amalgamation Sub or by which any of the shares of Amalgamation Sub, or any of the assets of Amalgamation Sub are or may be bound or any Permit, (iv) result in the creation or imposition of any Lien on any of the shares of Amalgamation Sub, (v) cause a loss of any material benefit relating to its business to which the Amalgamation Sub is entitled under any provision of any Permit or Contract binding upon Amalgamation Sub, or (vi) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Amalgamation Sub’s material assets, in the cases of (i) to (vi), other than as would not be reasonably expected to, individually or in the aggregate, have a SPAC Material Adverse Effect.
Section 4.5 Finders’ Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the SPAC or any of its Affiliates who might be entitled to any fee or commission from the Company or any of its Affiliates upon consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.
Section 4.6 Capitalization.
(a) At the date of this Agreement, the authorized share capital of the SPAC consists of: (i) 480,000,000 SPAC Class A Shares, par value $0.0001, of which (A) 10,231,750 SPAC Class A Shares are issued and outstanding as of the date of this Agreement, (B) 10,231,750 SPAC Class A Shares are reserved for future issuance pursuant to the SPAC Warrants issued and outstanding as of the date of this Agreement, and (C) 2,500,000 SPAC Class A Shares are reserved for future issuance pursuant to the SPAC Rights issued and outstanding as of the date of this Agreement; (ii) 10,000,000 SPAC Class B Shares, par value $0.0001, of which 4,200,000 SPAC Class B Shares are issued and outstanding as of the date of this Agreement and (iii) 10,000,000 preference shares of SPAC, par value $0.0001, none of which are issued and outstanding as of the date of this Agreement. Except for the SPAC Securities as described in the IPO Prospectus or as may be issued pursuant to this Agreement or the anti-dilution provisions as set forth in the SPAC’s Organizational Documents, no other shares or other voting securities of the SPAC are issued, reserved for issuance or outstanding. All issued and outstanding SPAC Shares are, and all Amalgamation Consideration Shares, when issued, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Cayman Islands Law or the CBCA (as applicable), the SPAC’s Organizational Documents or any contract to which SPAC is a party or by which SPAC is bound. Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Shares or any capital equity of SPAC. Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of SPAC to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
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(b) As of the date hereof, the authorized share capital of the Amalgamation Sub consists of an unlimited number of common shares, of which one common share is issued and outstanding. As of immediately prior to the Closing, only one common share of the Amalgamation Sub will be issued and outstanding, and no other Equity Securities of the Amalgamation Sub are issued, reserved for issuance or outstanding. Other than as contemplated by this Agreement, there are no outstanding contractual obligations of the Amalgamation Sub to issue, repurchase, redeem or otherwise acquire any Equity Securities of the Amalgamation Sub. There are no outstanding contractual obligations of the Amalgamation Sub to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.
Section 4.7 Trust Account. As of October 28, 2026, the SPAC had approximately $100.4 million in the trust fund established by the SPAC for the benefit of its public stockholders in a United States-based account at Continental Stock Transfer & Trust Company (the “Trust Account”), which is established by the transfer agent and maintained by the Trustee, and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by the Trustee pursuant to the Trust Agreement. Other than as provided in this Agreement, there are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate or that would entitle any Person (other than SPAC Shareholders holding SPAC Shares sold in SPAC’s IPO who shall have elected to redeem their SPAC Shares pursuant to SPAC’s Organizational Documents and the underwriters of SPAC’s IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to the SPAC Share Redemption and all prior redemptions of SPAC Class A Shares. There are no claims or proceedings pending or, to the knowledge of the SPAC, threatened with respect to the Trust Account. The SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of the SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the Closing, the SPAC shall have no obligation whatsoever pursuant to the SPAC’s Organizational Documents to dissolve and liquidate the assets of the SPAC by reason of the consummation of the transactions contemplated hereby. As of the date hereof, following the Closing, other than as provided in this Agreement, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its respective obligations hereunder, the SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to the SPAC at the Closing.
Section 4.8 Listing. As of the date hereof, the SPAC Units, SPAC Class A Shares, SPAC Warrants and SPAC Rights are listed on the Nasdaq Stock Market LLC, with trading symbols “NSAIU,” “NSAI,” “NSAIW,” and “NSAIR.” The SPAC is in compliance with the rules of Nasdaq and there is no Action pending or, to the knowledge of the SPAC, threatened against the SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Units, SPAC Class A Shares or SPAC Rights. The SPAC has not taken any action in an attempt to terminate the registration of the SPAC Units, the SPAC Shares or the SPAC Rights.
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Section 4.9 Board Approval. The SPAC Board has, as of the date of this Agreement, unanimously (i) declared the advisability of the transactions contemplated by this Agreement and the Transaction Documents, (ii) determined that the transactions contemplated hereby and thereby are in the best interests of the shareholders of the SPAC, and (iii) determined that the transactions contemplated hereby constitute a “Business Combination” as such term is defined in the SPAC’s Organizational Documents.
Section 4.10 SPAC SEC Documents and Financial Statements.
(a) Each of the (i) SPAC’s Annual Reports on Form 10-K for each fiscal year of the SPAC, beginning with the first year SPAC was required to file such a form, (ii) the SPAC’s Quarterly Reports on Form 10-Q for each fiscal quarter of SPAC beginning with the first quarter the SPAC was required to file such a form, (iii) all proxy statements relating to the SPAC’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents filed by the SPAC with the SEC since SPAC’s formation (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), and (v) above, together with any amendments, restatements or supplements thereto, are available in full on the SEC’s website through EDGAR. SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports, schedules, and other documents, together with any amendments, restatements or supplements thereto, required to be filed or furnished by it with the SEC since its formation, pursuant to the Exchange Act, the Securities Act and all regulations and rules promulgated thereunder (collectively and as they have been amended since the time of their filing or furnishing, the “SPAC SEC Documents”). The SPAC will timely file all of the foregoing documents with the SEC to the extent they are required by applicable Laws or rules subsequent to the date of this Agreement (the “Additional SPAC SEC Documents”). Each of the SPAC SEC Documents, as of the respective date of its filing, and as of the date of any amendment, complied, and each of the Additional SPAC SEC Documents will be prepared for and comply, in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act applicable to such documents. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SPAC SEC Documents and the Additional SPAC SEC Documents did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were or to be made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any SPAC SEC Documents. None of the SPAC SEC Documents filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement.
(b) The financial statements and notes contained or incorporated by reference in the SPAC SEC Documents (the “SPAC Financial Statements”) are complete and accurate and fairly present in all material respects, in conformity with GAAP applied on a consistent basis in all material respects and Regulation S-X or Regulation S-K, as applicable, the financial position of the SPAC as of the dates thereof and the results of operations of the SPAC for the periods reflected therein. The SPAC Financial Statements (i) were prepared from the Books and Records of the SPAC; (ii) were prepared on an accrual basis in accordance with GAAP consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the SPAC’s financial condition as of their dates; and (iv) contain and reflect adequate provisions for all material Liabilities for all material Taxes applicable to the SPAC with respect to the periods then ended.
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(c) Except as specifically disclosed, reflected or fully reserved against in the SPAC Financial Statements, and for Liabilities and obligations of a similar nature and in similar amounts incurred in the Ordinary Course of the SPAC since the SPAC’s formation, there are no material Liabilities, debts or obligations (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise) relating to the SPAC.
Section 4.11 Not an Investment Company. The SPAC is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
Section 4.12 Registration Statement and Proxy Statement. At the time the Proxy/Registration Statement (or any amendment thereto) is filed with the SEC and is declared effective under the Securities Act, on the date the Proxy Statement is first mailed to the SPAC’s Shareholders, and at the time of the meeting for the SPAC Shareholder Approval, none of the information furnished by or on behalf of the SPAC, the Amalgamation Sub or the IPO Sponsor in writing specifically for inclusion in the Proxy/Registration Statement will include any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 4.13 Issuance of Shares. The SPAC Class A Shares, SPAC Class A Earnout Shares, SPAC Class B Earnout Shares and SPAC Class C Earnout Shares issued as the Amalgamation Consideration Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable, and free of any Liens (other than Liens under the Transaction Documents, the applicable Laws and in the Organizational Documents).
Section 4.14 Taxes.
(a) Each of SPAC and Amalgamation Sub is, and has at all times since its date of formation been, treated as a corporation for U.S. federal income tax purposes.
(b) Each of SPAC and Amalgamation Sub has timely filed with the appropriate Taxing Authority, or has caused to be timely filed on its behalf (taking into account any valid extension of time within which to file), all material Tax Returns required to be filed by it, and all such Tax Returns were and are true, correct and complete in all material respects and were prepared in compliance in all material respects with all applicable Laws. Each of SPAC and Amalgamation Sub has timely paid all material amounts of Taxes due and payable (whether or not shown on any Tax Return), other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.
(c) Each of SPAC and Amalgamation Sub, as applicable, has withheld and paid to the appropriate Taxing Authority all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any current or former employee, independent contractor, creditor, equityholder or other third party.
(d) No claim, assessment, deficiency or proposed adjustment for any Tax has been asserted or assessed by any Taxing Authority against SPAC or Amalgamation Sub that remains unresolved or unpaid except for claims, assessments, deficiencies or proposed adjustments being contested in good faith and for which adequate reserves have been established in accordance with GAAP.
(e) There is no Tax audit, examination or other Action of SPAC or Amalgamation Sub presently in progress, and there are no waivers, extensions or requests for any waivers or extensions of any statute of limitations currently in effect with respect to any material Taxes of SPAC or Amalgamation Sub.
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(f) Neither SPAC nor Amalgamation Sub is or has been (i) a party to any Tax sharing, indemnification, allocation or similar agreement or Contract (excluding any commercial Contract entered into in the Ordinary Course and not primarily related to Taxes), (ii) a member of an affiliated, consolidated, combined, unitary or similar Tax group (other than any such Tax group the common parent of which was the SPAC), or (iii) a party to any “listed transaction” under Treasury Regulations Section 1.6011-4(b) (2) (or any similar or corresponding provision of U.S. state or local or non-U.S. Law).
(g) SPAC and Amalgamation Sub do not have any liability for Taxes of any other Person as a result of Treasury Regulations Section 1.1502-6 (or any similar provision of U.S. state or local or non-U.S. Law), as a transferee or successor, or by operation of Law.
(h) SPAC and Amalgamation Sub will not be required to include any material item of income in, or exclude any material deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any: (i) change in method of accounting, or use of an improper method of accounting, for a taxable period (or portion thereof) ending on or prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of U.S. state or local or non-U.S. Law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) prepaid amount received or deferred revenue accrued on or prior to the Closing Date outside of the Ordinary Course; or (v) intercompany item under Treasury Regulation Section 1.1502-13 (or any corresponding or similar provision of U.S. state or local or non-U.S. Law) or excess loss account under Treasury Regulation Section 1.1502-19 (or any corresponding or similar provision of U.S. state or local or non-U.S. Law).
(i) There are no Liens for Taxes on any assets of either SPAC or Amalgamation Sub other than Permitted Liens.
(j) No written claims have ever been made by any Taxing Authority in a jurisdiction where SPAC and Amalgamation Sub do not file Tax Returns that the SPAC or Amalgamation Sub is or may be subject to taxation by that jurisdiction.
(k) Neither SPAC nor Amalgamation Sub has been either a “distributing corporation” or a “controlled corporation” within the respective meanings of such terms under Code Section 355(a)(1)(A) in a distribution of stock qualifying under Code Section 355 (i) in the two years before the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” within the meaning of Code Section 355(e) in conjunction with the Transactions.
(l) Neither SPAC nor Amalgamation Sub is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a “domestic corporation” (as such term is defined in Section 7701 of the Code) as a result of the application of Section 7874(b) of the Code.
(m) Neither SPAC nor Amalgamation Sub has knowledge of any facts or circumstances or has taken, failed to take, or agreed to take any action that would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment.
(n) Neither SPAC nor Amalgamation Sub has knowledge of any facts or circumstances or of any reason that would reasonably be expected to cause SPAC to be treated, as a result of the Transactions, as (i) a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code, or (ii) a “domestic corporation” (as such term is defined in Section 7701 of the Code) as a result of the application of Section 7874(b) of the Code.
(o) Following the SPAC Continuance, the SPAC will be a “taxable Canadian corporation” for purposes of the Tax Act.
Section 4.15 Litigation. There is no Action (or any basis therefore) pending against, threatened against or affecting, the SPAC, any of its officers or directors, its business, or any Equity Securities of the SPAC, or any of its assets or any Contract of the SPAC before any court, arbitral tribunal, Authority or official, or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or by the Transaction Documents. There are no outstanding judgments against the SPAC. The SPAC is not, and has not been in the past five (5) years, subject to any proceeding with any Authority.
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Section 4.16 Compliance with Anti-Corruption Laws.
(a) The SPAC and its Subsidiaries, and each of their respective officers, directors, employees, agents, representatives or other persons acting on its behalf have complied with and are in compliance with Anti-Corruption Laws. Neither the SPAC, its Subsidiaries nor their respective directors or officers, nor, to the knowledge of the SPAC, any of their employees, agents, or any other Persons acting for or on behalf of the SPAC or its Subsidiaries has, directly or indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, promised, authorized, paid or received any improper payment in violation of any Anti-Corruption Laws.
(b) Neither the SPAC nor any of its Subsidiaries, nor any of the SPAC’s or its Subsidiaries’ Affiliates, nor any of the SPAC’s or its Subsidiaries’ directors, officers, employees, agents or representatives, is, or is owned or controlled by one or more Persons that: (i) are named on any Sanctions and Export Control Laws-related list of designated Persons maintained by an Authority; (ii) are located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria) or have conducted business with any Person or entity or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf that is located, organized or resident in a country or territory that is the subject of or target of any Sanctions and Export Control Laws (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria); (iii) an entity 50-percent or more owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii).
(c) Neither the SPAC, its Subsidiaries, their directors or officers, nor, any of their shareholders, employees, agents, or any other Persons in their capacity as such, is in violation of, or has been, in violation of, has been threatened to be charged with or given notice of any violation of, or is under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, applicable Sanctions and Export Control Laws.
Section 4.17 No Other Representations and Warranties. Except as otherwise expressly provided in this Article IV (as may be modified by the SPAC Disclosure Schedule), the SPAC hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the SPAC and its Affiliates, and any matter relating to any of them, including its affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Affiliates or any of their respective representatives by, or on behalf of, the SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the SPAC nor any other Person on behalf thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any presentation or in any other information made available to the Company or any of its representatives or any other Person, and any such representations or warranties are expressly disclaimed.
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Article V.
COVENANTS OF PARTIES
Section 5.1 Conduct of the Business.
(a) From the date hereof through the Closing Date, except as may be required or expressly contemplated by any other provision of this Agreement or any Transaction Document or in connection with the Moltex Acquisition (as currently described in the Moltex SPA), the Company shall, and shall cause the Company’s Subsidiaries to, conduct their respective business only in the Ordinary Course (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of the SPAC, and shall use its best efforts to preserve intact its business relationships with employees, clients, suppliers and other third parties. Without limiting the generality of the foregoing, from the date hereof until and including the Closing Date, except as may be required or expressly contemplated by any other provision of this Agreement or any Transaction Document or in connection with the Moltex Acquisition (as currently described in the Moltex SPA), without the SPAC’s prior written consent, the Company shall not, and shall procure the Company’s Subsidiaries not to:
(i) materially amend, modify or supplement the Organizational Documents of the Group Companies other than pursuant to this Agreement;
(ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset of the Group Companies, which involve amounts in excess of $100,000 individually or $300,000 in the aggregate;
(iii) modify, amend or enter into any contract, agreement, license or, commitment, which involves amounts of more than $100,000 individually or $300,000 in the aggregate;
(iv) make any capital expenditures in excess of $100,000 individually or $300,000 in the aggregate;
(v) sell, lease, license or otherwise dispose of assets of any of the Group Companies or assets covered by any Contract except (A) pursuant to existing contracts or commitments disclosed herein, (B) sales of inventory in the Ordinary Course consistent with past practice, or (C) not exceeding $100,000 individually or $100,000 in the aggregate;
(vi) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder or shareholder (other than, in the case of any stockholder or shareholder that is an employee, payments of salary accrued in said period at the current salary rate);
(vii) authorize any salary increase of more than 10% for any employee making an annual salary equal to or greater than $100,000 or in excess of $25,000 in the aggregate on an annual basis or change the bonus or profit sharing policies of the Group Companies;
(viii) obtain or incur any loan or other Indebtedness in excess of$50,000, including drawings under the existing lines of credit of the Group Companies, other than the Bridge Financing in accordance with Section 5.12;
(ix) suffer or incur any Lien on the assets of the Group Companies, except for Permitted Liens or the Liens incurred in the Ordinary Course consistent with past practice with values of no more than $25,000 individually or $75,000 in the aggregate;
(x) voluntarily suffer any damage, destruction or loss of property related to any assets of any of the Group Companies, whether or not covered by insurance, the aggregate value of which, following any available insurance reimbursement, exceed $25,000;
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(xi) merge, consolidate with, amalgamate with or acquire any other Person or be acquired by any other Person;
(xii) suffer any insurance policy protecting any of the assets of the Group Companies with an aggregate coverage amount in excess of $75,000 to lapse;
(xiii) make any change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the Ordinary Course consistent with past practice;
(xiv) change the principal place of business or jurisdiction of organization;
(xv) extend any loans other than travel or other expense advances to employees in the Ordinary Course or otherwise with the principal amount not exceeding $50,000 individually or in the aggregate;
(xvi) transfer, issue, sell, grant, pledge, redeem, repurchase or otherwise dispose of any capital stock or share, membership interests or other securities, or any securities exchangeable for or convertible into any share or any shares of its capital stock, and (for the avoidance of doubt) no Group Company shall adopt or grant any new awards under any Company Equity Plan or Company Option Agreement, and all existing Company Option Agreements and other equity-based arrangements of the Group Companies shall be terminated following the exchange of Company Options for Rollover Options pursuant to Section 2.3(e)(iii);
(xvii) make or change any material Tax election or change any annual Tax accounting periods, other than any Tax elections by Company Shareholders for bona fide Tax planning purposes;
(xviii) enter into, materially amend, terminate or waive any material right under any Affiliate Transaction, or grant, pay, promise or agree to pay any material transaction, change-of-control, retention or similar bonus to any director, officer, employee or service provider of any Group Company, other than ordinary-course compensation permitted under this Section 5.1 or any such arrangement disclosed in Section 5.1 of the Company Disclosure Schedule; or
(xix) undertake any legally binding obligation to do any of the foregoing.
(b) SPAC shall remain a “special purpose acquisition company” (as defined in Item 1601 of Regulation S-K) and a “shell company” (as defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act), shall not conduct any business operations other than in connection with this Agreement or the other Transaction Documents and Ordinary Course operations to maintain its status as a Nasdaq-listed special purpose acquisition company pending the completion of the transactions contemplated hereby. Without limiting the generality of the foregoing, through the Closing Date, other than in connection with the transactions contemplated by this Agreement, without the Company’s prior written consent, the SPAC shall not amend, waive or otherwise change its Organizational Documents (other than in connection with the transactions contemplated by this Agreement as approved by the SPAC Shareholders to complete a Business Combination) or the Trust Agreement in any manner adverse to the SPAC.
(c) Neither party shall (i) take or agree to take any action that might make any representation or warranty of such party inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any material respect at any such time.
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Section 5.2 Alternative Proposals and Alternative Transactions. From the date hereof through the earlier of (x) termination of this Agreement in accordance with Article VIII and (y) the Closing, other than in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including for these purposes the Bridge Financing), (i) the Company and the Group Companies shall not, and shall cause their respective officers, directors, Affiliates (including the Company Shareholders), managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, and (ii) solely with respect to any Alternative Transaction involving a business engaged in the development, manufacture, licensing or deployment of nuclear reactor or nuclear fuel technologies (a “Nuclear Business”), the SPAC and the Amalgamation Sub shall not, and shall cause their respective officers, directors, Affiliates (including the IPO Sponsor and PMGC Holdings Inc.), managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, (A) encourage, solicit, propose, initiate, engage, respond to inquiries, or participate in negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transactions, (B) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (C) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (D) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean (1) with respect to the Group Companies, any of the following transactions involving a Group Company: (a) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, (b) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Group Company (other than in the Ordinary Course) or any class or series of its share capital or other equity interests, in a single transaction or series of transactions, or (c) any other transaction or series of transactions which would be or potentially could be in conflict with the Transactions; and (2) with respect to the SPAC and the Amalgamation Sub, any business combination transaction with any Person that engages (or whose Affiliates engage) principally in a Nuclear Business. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the SPAC or any Group Company or any of its respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within two (2) Business Days after receipt) advise the other parties to this Agreement in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. Each party shall keep the other party informed on a reasonably current basis of material developments with respect to any such Alternative Proposal.
Section 5.3 Access to Information. From the date hereof until and including the Closing Date, each Party shall (a) continue to give the other Party, its legal counsel and other representatives full access to the offices, properties, and Books and Records, (b) furnish to the other Party, its legal counsel and other representatives such information relating to the business of such Party as the other Party may request and (c) cause its respective employees, advisors, legal counsel, accountants and other representatives to cooperate with the other Party in such other Party’s investigation of its business; provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall affect any representation or warranty given by any Party in this Agreement and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of any Party. Notwithstanding anything to the contrary in this Agreement, no Party shall be required to provide the access described above or disclose any information if doing so is reasonably likely to (i) result in a waiver of attorney client privilege, work product doctrine or similar privilege or (ii) violate any contract to which it is a party or to which it is subject or applicable Law, provided that the non-disclosing party must advise the other Party that it is withholding such access and/or information and (to the extent reasonably practicable) and provide a description of the access not granted and/or information not disclosed.
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Section 5.4 Notices of Certain Events. Each of the Parties hereto shall promptly notify the other party of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Group Companies or any of the Group Companies’ assets;
(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Transaction Documents;
(c) any Actions commenced or, to any party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Transaction Documents;
(d) with respect to the Group Companies, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result in a Company Material Adverse Effect;
(e) with respect to the SPAC, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result in a SPAC Material Adverse Effect; and
(f) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation or warranty made hereunder by any party to be false or misleading in any material respect or to omit or fail to state a material fact.
Section 5.5 Proxy/Registration Statement and SPAC Shareholder Approval.
(a) Proxy/Registration Statement.
(i) As promptly as reasonably practicable after the execution of this Agreement, the Parties shall jointly prepare and the SPAC shall file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to (1) the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination and the Transactions as contemplated by this Agreement and the other Transaction Documents, including without limitation the SPAC Continuance and the Amalgamation (the “Business Combination Proposal”), (B) the deregistration of the SPAC as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the continuance of SPAC into Canada under the CBCA and, conditional upon, and with effect from, the continuance of the SPAC into Canada under the CBCA, the name of SPAC be changed from “NorthStrive Acquisition Corp I.” to “Nuclea-X Inc.” or such other name as the Parties may agree on (the “SPAC Continuance Proposal”), (C) approval of the adoption of proposed New Articles and bylaws of the SPAC post-SPAC Continuance (the “Organizational Documents Proposal”), (D) the appointment and/ or removal of the directors of the SPAC in accordance with Section 5.19 (the “Director Appointment Proposal”), (E) the adoption and approval of the SPAC Equity Incentive Plan (the “Equity Incentive Plan Proposal”), (F) the issuance of the SPAC Class A Shares and the Earnout Shares in connection with the Transactions (including the Earnout Shares) (the “Share Issuance Proposal”), (G) any other proposals as the SEC, Nasdaq or any Alternative Exchange (or the respective staff members thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (H) any other proposals as determined by the SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (I) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”) (such proposals in (A) through (I), and any other proposal that may be agreed by the SPAC and the Company to be included in the proposals to be submitted to the SPAC Shareholders’ Meeting for approval, collectively, the “Transaction Proposals”), and (2) the registration under the Securities Act of the Amalgamation Consideration Shares to be issued pursuant to this Agreement. For the avoidance of doubt, the Proxy/Registration Statement shall include the PCAOB Financials. The SPAC and the Company shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the SPAC and the Company shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of the SPAC Class A Shares pursuant to this Agreement. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, the SPAC shall use reasonable best efforts to, within five (5) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders.
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(ii) Each of the Parties hereto shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of the SPAC and the Company or their respective Affiliates to any regulatory Authority (including Nasdaq or any Alternative Exchange) in connection with the Transactions.
(iii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually agreed upon by the SPAC and the Company. The SPAC will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the SPAC Class A Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. The SPAC and the Company shall cooperate and mutually agree upon any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto.
(iv) If, at any time prior to the Amalgamation Effective Time, any information, event or circumstance relating to the SPAC or its officers or directors, should be discovered by the SPAC, which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the SPAC shall promptly inform the Company. If, at any time prior to the Amalgamation Effective Time, any information, event or circumstance relating to the Group Companies or its officers or directors, should be discovered by the Company, which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform the SPAC. Thereafter, the SPAC and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information, and the SPAC shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.
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(b) SPAC Shareholder Approval.
(i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the SPAC shall establish a record date for, duly call, give notice of, convene and hold an extraordinary general meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of voting on the Transaction Proposals and obtaining the SPAC Shareholder Approval (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), providing SPAC Shareholders with the opportunity to elect to effect a SPAC Share Redemption and such other matter as may be mutually agreed by the SPAC and the Company. The SPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the SPAC Shareholder Approval, and will take all other action necessary or advisable to obtain such proxies and SPAC Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq (or any Alternative Exchange) rules and the Organizational Documents of the SPAC. The SPAC (X) shall consult with the Company regarding the depositary interest record date and the date of the SPAC Shareholders’ Meeting and (Y) shall not adjourn or postpone the SPAC Shareholders’ Meeting without the prior written consent of Company; provided, however, that SPAC shall adjourn or postpone the SPAC Shareholders’ Meeting (1) if, as of the time that the SPAC Shareholders’ Meeting is originally scheduled, there are insufficient shares of SPAC represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the SPAC Shareholders’ Meeting, or (2) if, as of the time that the SPAC Shareholders’ Meeting is originally scheduled, adjournment or postponement of the SPAC Shareholders’ Meeting is necessary to enable the SPAC to solicit additional proxies required to obtain SPAC Shareholder Approval; provided further, however, that the SPAC shall adjourn or postpone on not more than three occasions and so long as the date of the SPAC Shareholders’ Meeting is not adjourned or postponed more than an aggregate of 45 consecutive days in connection with such adjournment or postponement.
(ii) The Proxy/Registration Statement shall include a statement to the effect that the SPAC Board has unanimously recommended that the SPAC Shareholders vote in favour of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) and neither the SPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendation unless in strict observance of their common law or fiduciary duties.
Section 5.6 Company Shareholder Approval.
(a) Promptly after the Proxy/Registration Statement has been declared effective by the SEC, (i) the Company will call a meeting of the Company Shareholders (the “Company Special Meeting”) or otherwise solicit written consents in order to obtain the required approval of Company Shareholders of the Company Amalgamation Resolution (the “Company Shareholder Approval” and together with the Company Board Approval, the “Company Approvals”); and (ii) the Company shall use its commercially reasonable efforts to solicit from the Company Shareholders proxies in favor of the Company Amalgamation Resolution prior to any such Company Special Meeting, and to take all other actions necessary or advisable to secure such approval, including enforcing the Voting Agreements.
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(b) Subject to the terms of this Agreement, and provided that the Company does not seek approval by way of a written consent resolution of Company Shareholders, the Company shall convene and conduct the Company Special Meeting in accordance with its Organizational Documents, applicable Laws as soon as reasonably practicable upon completion of the Company Information Circular, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Special Meeting without the prior written consent of the SPAC (not to be unreasonably withheld, delayed or conditioned). The Company shall consult with the SPAC in fixing the record date for the Company Special Meeting and the date of the Company Special Meeting, give notice to the SPAC of the Company Special Meeting and allow the SPAC’s representatives and legal counsel to attend the Company Special Meeting. The Company shall use its commercially reasonable efforts to encourage holders of the Company Shares to vote in favour of the Company Amalgamation Resolution, including to take all action reasonably necessary or advisable to secure the approval of the Company Amalgamation Resolution.
(c) The Company shall provide the SPAC with (i) updates with respect to the aggregate tally of the proxies received by the Company in respect of the Company Amalgamation Resolution; (ii) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Amalgamation; (iii) the right to demand postponement or adjournment of the Company Special Meeting if, based on the tally of proxies, the Company will not receive the required approval in respect of the Company Amalgamation Resolution, and (iv) the right to review and comment on all communications sent to Company Shareholders in connection with the Company Special Meeting.
Section 5.7 Company Information Circular.
(a) In the event the Company seeks approval of the Company Amalgamation Resolution at a Company Special Meeting rather than by way of a written consent resolution, the Company shall promptly prepare and complete, in good faith consultation with the SPAC, a management information circular (including any schedules and exhibits thereto) together with any other documents required by applicable Laws (“Company Information Circular”) in connection with the Company Special Meeting, and the Company shall promptly following the execution of this Agreement, cause the Company Information Circular to be sent to each Company Shareholder and other person as required by applicable Law. For the avoidance of doubt, the Company Information Circular is not required in the event the Company seeks approval of the Company Amalgamation Resolution by way of a written resolution signed by all Company Shareholders.
(b) The Company shall ensure that the Company Information Circular (i) complies with its Organizational Documents and applicable Laws; (ii) does not contain any misrepresentation; (iii) provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Special Meeting; and (iv) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Laws.
(c) The Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes a statement that the board of directors of the Company has unanimously (i) determined that the Amalgamation is in the best interests of the Company and fair to the Company Shareholders; and (ii) recommended that the Company Shareholders vote in favour of the Company Amalgamation Resolution.
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(d) The Company shall provide the SPAC and its Representatives with a reasonable opportunity to review and comment on the Company Information Circular and any amendment or supplement thereto before filing, mailing or otherwise disseminating it to the Company Shareholders, and the Company shall consider in good faith all reasonable comments proposed by the SPAC. The Company shall not include in the Company Information Circular any information concerning the SPAC, the IPO Sponsor or their respective Affiliates without the SPAC’s prior written approval, not to be unreasonably withheld, conditioned or delayed. The Company shall use commercially reasonable efforts to ensure that the disclosure concerning the Transactions in the Company Information Circular is consistent in all material respects with the corresponding disclosure in the Proxy/Registration Statement. If, at any time before the Company Shareholder Approval is obtained, the Company becomes aware that any information furnished by or on behalf of a Group Company for inclusion in the Company Information Circular contains a misrepresentation or otherwise requires amendment or supplementation, the Company shall promptly notify the SPAC and cause the Company Information Circular to be amended or supplemented as required by applicable Law.
(e) The Company shall promptly notify the SPAC if it becomes aware that the Company Information Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders as required by applicable Law.
Section 5.8 Canadian Prospectus. The Parties shall prepare and the SPAC shall file with the Ontario Securities Commission and the securities regulator in each other province as the Parties may mutually agree, a preliminary and final non-offering prospectus (the “Canadian Prospectus”) in sufficient time for the SPAC to become a reporting issuer in the Province of Ontario and such other provinces as the Parties may mutually agree promptly following the Closing Date. Each Party shall use its reasonable best efforts to cause each of the preliminary and final non-offering prospectuses to comply as to form in all material respects with applicable Canadian securities Laws. The Parties and their counsel shall be afforded a reasonable amount of time to review the preliminary and final non-offering prospectus prior to their respective filings and shall consider for inclusion therein any reasonable comments proposed by the SPAC. The Company shall promptly notify the SPAC if it becomes aware that any information furnished by or on behalf of the Group Companies for inclusion therein contains a misrepresentation or otherwise requires amendment or supplementation.
Section 5.9 Support of Transactions. Without limiting any covenant contained in this Article V, the SPAC and the Company shall each, and each shall cause its Subsidiaries and Affiliates to (a) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the SPAC or the Company or their respective Affiliates are required to obtain in order to consummate the Transactions and (b) take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VI, in the case of any Transaction Documents to which such Party will be a party after the date of this Agreement, to execute and deliver such Transaction Documents pursuant to this Agreement, or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable.
Section 5.10 Further Assurances. Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, and cooperate as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement and the Transaction Documents. The Parties shall execute and deliver such other documents, certificates, agreements, financial statements and other writings and take such other actions as may be necessary or reasonably desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement and the Transaction Documents. From the date hereof and through the Closing, the Company shall procure that the other Group Companies comply with the terms of this Agreement and the other Transaction Documents and perform their respective obligations under this Agreement and the other Transaction Documents, and the Company shall be jointly and severally liable for any obligations or Liabilities of the Group Companies under this Agreement and the other Transaction Documents.
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Section 5.11 Confidentiality. Except as necessary to complete the Proxy/Registration Statement, each Party shall hold and shall cause their respective Representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other party furnished to it by such other Party or its representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such Party or (c) later lawfully acquired from other sources, which source is not the agent of the other Parties, by the Party to which it was furnished), and each Party shall not release or disclose such information to any other person, except its Representatives in connection with this Agreement. In the event that any Party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such Party shall give timely written notice to the other Parties so that such parties may have an opportunity to obtain a protective order or other appropriate relief, and then such Party shall be entitled to disclose such confidential information pursuant to applicable Laws (regardless of whether the protective order or other appropriate relief is obtained or not). Each Party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other Parties if it exercises the same care as it takes to preserve confidentiality for its own similar information. The Parties acknowledge and agree that certain confidential information will be required to be disclosed in the Proxy/Registration Statement.
Section 5.12 Bridge Financing.
(a) The Parties acknowledge that the Company, directly or through its subsidiary Nuclea Energy Canada Inc., may complete a bridge financing of up to US$20,000,000 of senior secured convertible debentures of the Company or Nuclea Energy Canada Inc. (the “Company Debentures”) with potential investors (the “Bridge Financing”), the net proceeds of which shall be used solely to fund the Moltex Acquisition, Transaction Expenses and the Company’s operating expenses. Outstanding principal and accrued interest owing under the Company Debentures will automatically convert into Company Shares (the “Company Debenture Shares”) immediately prior to the Amalgamation Effective Time, at conversion prices such that the number of Company Debenture Shares issued upon conversion shall equal (A) for Company Debentures issued in the first tranche of the Bridge Financing, the outstanding principal and accrued interest owing thereunder divided by the product of $4.00 and the Amalgamation Multiple, and (B) for Company Debentures issued in the second tranche of the Bridge Financing, the outstanding principal and accrued interest owing thereunder divided by the product of $5.00 and the Amalgamation Multiple. Upon conversion and issuance of the Company Debenture Shares in full and final satisfaction of the obligations owing under the Company Debentures, the security granted under the Company Debentures shall be discharged. The Company shall keep the SPAC reasonably apprised of the status of any Bridge Financing, and shall not enter into any definitive agreements with respect to such Bridge Financing or consummate any such Bridge Financing, and shall not amend, waive or modify any term of the Company Debentures without the prior written consent of the SPAC (which shall not be unreasonably withheld, delayed or conditioned).
(b) The Parties acknowledge that the Company may pay certain finder’s fees or commissions in connection with the consummation of the Bridge Financing. In addition, as disclosed in Section 5.12 of the Company Disclosure Letter, the Company has agreed to pay an advisory fee equal to 500,000 SPAC Class A Shares (the “Advisor Shares”) to an advisor upon closing of the Amalgamation. The Advisor Shares shall reduce, and shall not be issued in addition to, the Total Share Consideration otherwise issuable pursuant to this Agreement.
(c) The Parties will use their reasonable best efforts to cause the Amalgamation Consideration Shares issued in exchange for the Company Debenture Shares to be registered securities under the Proxy/Registration Statement.
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(d) The Parties shall use their respective best efforts to identify and implement a mutually acceptable solution to lessen the dilutive and economic effect of the SPAC’s outstanding SPAC Warrants, which solution may include (i) the issuance of additional warrants as part of the base or earnout consideration, (ii) an exchange of some or all of the SPAC Warrants for SPAC Class A Shares, or (iii) a repurchase of some or all of the outstanding SPAC Warrants.
(e) The Parties shall use their respective best efforts to secure non-redemption agreements, forward purchase agreements, backstop commitments and/or a PIPE Financing from institutional investors on terms mutually acceptable to the SPAC and the Company, in each case to mitigate the risk of excessive redemptions and to support satisfaction of the condition set forth in Section 6.3(e).
Section 5.13 Reporting and Compliance with Laws. From the date hereof through the Closing Date, the Company shall duly and timely file all Tax Returns required to be filed with the applicable Taxing Authorities, pay any and all Taxes that are due and payable, as required by any Taxing Authority, and duly observe and conform in all material respects, to all applicable Laws and Orders.
Section 5.14 PCAOB Financials.
(a) The Company shall deliver to the SPAC, (i) on or before November 10, 2026, audited consolidated financial statements of the Company for the fiscal years ended June 30, 2025 and June 30, 2026, respectively, prepared in accordance with U.S. GAAP under PCAOB standards, (ii) on or before November 30, 2026, unaudited consolidated financial statements of the Company for the three month periods ended September 30, 2025 and September 30, 2026, respectively, and (iii) any other audited or reviewed financial statements of the Company and the Company Subsidiaries that are required by applicable Law to be included in the Proxy/Registration Statement in such form as required by the applicable rules and regulations of the SEC or as otherwise required by the SEC (the financial statements in (i), (ii) and (iii) above, prepared in conformity with GAAP under the standards of the Public Company Accounting Oversight Board (the “PCAOB Financials”)). The PCAOB Financials shall be (i) prepared from the Books and Records of the Group Companies; (ii) prepared on an accrual basis in accordance with GAAP; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates including for all warranty, maintenance, service and indemnification obligations; (iv) contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Company with respect to the periods then ended and (v) included in the Proxy/Registration Statement and the Canadian Prospectus. The Company shall also prepare and include in the Canadian Prospectus such financial statements as may be required by applicable Laws. The PCAOB Financials will be complete and accurate and fairly present in all material respects, in conformity with GAAP applied on a consistent basis in all material respects, the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected therein. The Company shall provide additional financial information as reasonably requested by the SPAC for inclusion in any filings to be made by the SPAC with the SEC.
(b) The PCAOB Financials, when completed and delivered to the SPAC, will be complete and accurate and fairly present in all material respects, in conformity with GAAP applied on a consistent basis in all material respects, the financial position of each Group Company as of the dates thereof and the results of operations of each Group Company for the periods reflected therein. The PCAOB Financials, when completed and delivered to the SPAC, (i) will have been prepared from the Books and Records of the Group Companies; (ii) will have been prepared on an accrual basis in accordance with GAAP consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates; and (iv) contain and reflect adequate provisions for all material Liabilities for all material Taxes applicable to the Group Companies with respect to the periods then ended. The PCAOB Financials, when completed and delivered to the SPAC, will be prepared in accordance with Regulation S-X and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105. The PCAOB Financials, when completed and delivered to the SPAC, will be audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act.
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Section 5.15 Use of Proceeds. Following the Closing, the cash of the SPAC (including any proceeds from Bridge Financing pursuant to Section 5.12 hereof and the funds remaining in the Trust Account after the SPAC Share Redemption) shall be used as follows: first, to pay or reimburse the unpaid SPAC Transaction Expenses, if any (including repayment of any obligations or loans owed to the IPO Sponsor and/or its designees for payment of SPAC Transaction Expenses), and second, to be used for working capital and general corporate purposes of the SPAC.
Section 5.16 Nasdaq or Alternative Exchange Listing. From the date hereof until the Closing, the SPAC shall ensure the SPAC remains listed as a public company on the Nasdaq and shall keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws. Each of the Company and the SPAC shall use its reasonable best efforts to cause: (a) the SPAC to satisfy all applicable continuing listing requirements of Nasdaq or another stock exchange as mutually agreed between the Parties (the “Alternative Exchange”), as applicable; and (b) the SPAC Class A Shares issuable pursuant to the Transactions in accordance with this Agreement or the other Transaction Documents to be approved for listing on the Nasdaq or the Alternative Exchange, as applicable, subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Closing. From the date hereof through the Closing, each Party shall notify the other Parties of any communications or correspondence from Nasdaq or the Alternative Exchange, as applicable, with respect to the listing of the SPAC Class A Shares, compliance with the rules and regulations of the Nasdaq or the Alternative Exchange, as applicable, and any potential suspension of listing or delisting action contemplated or threatened by the Nasdaq or the Alternative Exchange, as applicable. Promptly after the date hereof and prior to the Closing, the SPAC shall procure the reservation of a ticker symbol as may be reasonably agreed by the SPAC and the Company on Nasdaq or on the Alternative Exchange as mutually agreed by them.
Section 5.17 No Trading in SPAC Securities. The Company acknowledges and agrees that it is aware, and that each other Group Company has been made aware of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company hereby agrees that it shall not, and shall procure other Group Companies not to, purchase or sell any Equity Securities of the SPAC in violation of such Laws, or cause or encourage any Person to do any of the foregoing.
Section 5.18 Trust Account. Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in Article VI and provision of notice thereof to Trustee (which notice the SPAC shall provide to Trustee in accordance with the terms of the Trust Agreement)), the SPAC shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, including causing the documents, opinions and notices required to be delivered to Trustee pursuant to the Trust Agreement to be so delivered, for the following: (a) the redemption of any SPAC Class A Shares in connection with the SPAC Share Redemption at the Closing; (b) the payment of SPAC Transaction Expenses; and (c) the balance of the assets in the Trust Account, if any, after payment of the amounts required under the foregoing clauses (a) and (b), to be disbursed to the SPAC in accordance with the Trust Agreement.
Section 5.19 Post-Closing Directors and Officers of the SPAC. All officers and directors of SPAC, in each case immediately prior to the Amalgamation Effective Time, shall execute written resignations effective as of the Amalgamation Effective Time and will be replaced by the individuals nominated by the Company (the “Post-Closing Officers and Directors”). The Parties hereto shall take all necessary action so that immediately after the Amalgamation Effective Time, the Post-Closing Officers and Directors shall serve as the sole officers and directors of SPAC.
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Section 5.20 D&O Indemnification and Insurance.
(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the SPAC and the Company, as applicable (the “D&O Indemnified Parties”) as provided in their respective organizational documents, in each case as in effect on the date hereof, or under any indemnification, employment or other similar agreements between any D&O Indemnified Party and the SPAC or the Company, as applicable, in effect on the Signing Date and disclosed in Section 5.20(a) of the SPAC Disclosure Schedule or the Company Disclosure Schedule, as applicable, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. From and after the Closing, the SPAC agrees that it shall indemnify and hold harmless each D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company, the SPAC or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the SPAC shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Closing provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the SPAC, the Company and their respective Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the SPAC, the Company or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.
(b) For a period of six (6) years from the Closing, the SPAC shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the SPAC’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the SPAC or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) the SPAC shall cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Amalgamation Effective Time and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 5.20 shall be continued in respect of such claim until the final disposition thereof.
(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 5.20 shall survive the Closing indefinitely and shall be binding, jointly and severally, on the SPAC and all successors and assigns of the SPAC. In the event that the SPAC or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the SPAC shall ensure that proper provision shall be made so that the successors and assigns of the SPAC shall succeed to the obligations set forth in this Section 5.20.
(d) On the Closing Date, the SPAC shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and the SPAC with the post-Closing directors and officers of the SPAC, which indemnification agreements shall continue to be effective following the Closing.
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Section 5.21 Shareholder Litigation.
(a) In the event that any litigation related to this Agreement, any Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the SPAC, threatened in writing, against the SPAC or the SPAC Board by any of the SPAC’s shareholders prior to the Closing, the SPAC shall promptly notify the Company of any such litigation and keep the Company reasonably informed with respect to the status thereof. The SPAC shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), the defense of any such litigation, shall give due consideration to the Company’s advice with respect to such litigation and shall not settle or agree to settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.
(b) In the event that any litigation related to this Agreement, any Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or the board of directors of the Company by any of the Company’s shareholders prior to the Closing, the Company shall promptly notify the SPAC of any such litigation and keep the SPAC reasonably informed with respect to the status thereof. The Company shall provide the SPAC the opportunity to participate in (subject to a customary joint defense agreement), the defense of any such litigation, shall give due consideration to the SPAC’s advice with respect to such litigation and shall not settle or agree to settle any such litigation without the prior written consent of the SPAC, such consent not to be unreasonably withheld, conditioned or delayed.
Section 5.22 Promissory Notes. The Company acknowledges and agrees that from time to time after the date hereof and prior to the Closing, the SPAC and the IPO Sponsor shall be entitled to enter into one or more promissory notes in substantially the same form as the Initial Promissory Note (each, an “Additional Promissory Note” and together with the Initial Promissory Note, the “Promissory Notes”) pursuant to which the IPO Sponsor has agreed to provide to the SPAC loans for working capital purposes. The IPO Sponsor shall be entitled, at its election, to convert all or any portion of the outstanding principal and accrued interest under the Promissory Notes into SPAC Class B Shares at a conversion price of $10.00 per SPAC Class B Share. For the avoidance of any doubt, any amounts outstanding under the Promissory Notes as of the Closing (excluding any amounts that the IPO Sponsor has elected to convert into SPAC Class B Shares prior to the Closing in accordance with the terms thereof) shall be deemed part of the SPAC Transaction Expenses and shall be repaid to the IPO Sponsor in accordance with Section 5.15; provided, however, that to the extent that the SPAC lacks sufficient working capital to fully repay the balance of the Promissory Notes that have not been so converted at the election of the IPO Sponsor, such remaining balance will be a post-Closing obligation of the SPAC.
Section 5.23 Tax Matters.
(a) Each of SPAC and the Company shall use its respective commercially reasonable efforts to cause the SPAC Continuance, the Amalgamation and the SPAC Warrant Conversion to qualify, and agree not to, and not to permit or cause any of their Affiliates or Subsidiaries to, take any action which to its knowledge could reasonably be expected to prevent or impede each of the SPAC Continuance, the Amalgamation and the SPAC Warrant Conversion from qualifying for the Intended Tax Treatment. Each of SPAC and the Company shall report the Transactions consistently with the Intended Tax Treatment unless otherwise required by Tax Law, including pursuant to a “determination” within the meaning of Section 1313(a) of the Code.
(b) The Parties shall use their reasonable best efforts (and, in the case of the Company, shall cause its tax counsel to cooperate) to cause the SPAC Continuance, the Amalgamation and the SPAC Warrant Conversion to qualify for the Intended Tax Treatment and to obtain, prior to the effective date of the Proxy/Registration Statement, a tax opinion from Sichenzia Ross Ference Carmel LLP (as counsel to the SPAC) regarding the qualification of the SPAC Continuance and the SPAC Warrant Conversion for the Intended US Tax Treatment, and a tax opinion from Mintz LLP (as counsel to the Company) regarding the qualification of the Amalgamation for the Intended US Tax Treatment. In the event that SPAC or the Company seeks a tax opinion from its respective tax advisor regarding the Intended Tax Treatment of the Transactions, or the SEC requests or requires tax opinions, each Party shall use reasonable best efforts to execute and deliver customary tax representation letters (not to be inconsistent with this Agreement or the other Transaction Documents) as the applicable tax advisor may reasonably request in form and substance reasonably satisfactory to such advisor.
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Section 5.24 Amalgamation Sub Shareholder Approval. Promptly following the execution of this Agreement, SPAC shall deliver the Amalgamation Sub Shareholder Approval as the sole shareholder of Amalgamation Sub.
Section 5.25 BCBCA Affidavits. Prior to the Closing, each of the Company and Amalgamation Sub shall prepare an affidavit of a director or officer of such company that complies with section 277 of the BCBCA and shall cause such affidavit to be deposited in its records office in accordance with the BCBCA.
Section 5.26 Investment Canada Act. Each Party shall make, or cause to be made, all filings and notifications required to be made by it under the Investment Canada Act in connection with the Transactions and shall reasonably cooperate with the other Parties in connection with any review or inquiry thereunder, including by providing such information as may be reasonably required, subject to customary protections for privileged, confidential or competitively sensitive information. Nothing in this Section 5.26 shall require a Party to make any filing that is not required by applicable Law or to agree to any undertaking, condition or restriction that would reasonably be expected to have a material adverse effect on such Party or the Transactions.
Article
VI.
CONDITIONS TO CLOSING
Section 6.1 Condition to the Obligations of the Parties to Close. The obligations of all of the Parties to consummate the Closing are subject to the satisfaction of the following conditions:
(a) Neither the provisions of any applicable Law nor any Order shall prohibit or prevent the consummation of the Transactions.
(b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing.
(c) The SEC shall have declared the Proxy/Registration Statement effective. No stop order suspending the effectiveness of the Proxy/Registration Statement or any part thereof shall have been issued and outstanding.
(d) (i) the SPAC Class A Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or the Alternative Exchange (to the extent such approval is required) and the SPAC will, as of and immediately following the Closing, satisfy any applicable initial and continuing listing requirements of Nasdaq or the Alternative Exchange, and the SPAC shall not have received any notice of non-compliance therewith, and (ii) as of the Closing Date, the SPAC shall not have received any written notice from Nasdaq or the Alternative Exchange that it has failed, or would reasonably be expected to fail, to meet the applicable listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the Alternative Exchange or the underlying failure appropriately remedied or satisfied.
(e) The SPAC Shareholder Approval shall have been duly obtained.
(f) The Ontario Securities Commission shall have issued, or shall have confirmed its readiness to issue, a receipt in respect of the final Canadian Prospectus on or promptly following the Closing Date.
(g) The Moltex Acquisition shall have been completed in accordance with the terms of the Moltex SPA (without any amendment, waiver or modification thereof without the prior written consent of the SPAC) by the Moltex Acquisition Deadline (as defined below), including clearance (or confirmation of no action) under the UK National Security and Investment Act 2021 and receipt of all export control licenses and other governmental authorizations required under applicable Law to transfer the assets of Moltex to the Company or a Company Subsidiary.
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(h) To the extent applicable, the waiting period applicable to the consummation of the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, and any required approval, clearance or confirmation of no action from the Committee on Foreign Investment in the United States shall have been obtained.
Section 6.2 Conditions to Obligations to Close of the SPAC. The obligation of the SPAC to consummate the Closing is subject to the satisfaction, or the waiver at the SPAC’s sole and absolute discretion, of all the following further conditions:
(a) The Company shall have duly performed all obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the Company contained in Article III of this Agreement shall in all material respects: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representations and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date).
(c) There shall have been no event, change or occurrence which has a Company Material Adverse Effect.
(d) The SPAC shall have received the Lock-up Agreements duly executed by each of the Lock-up Company Shareholders, the Registration Rights Agreement duly executed by the Company Shareholders who are signatories thereto, and the Employment Agreements duly executed by each Key Executive, in each case dated as of the Closing Date.
(e) The SPAC shall have received the certified true copies of the Company Approvals.
(f) The aggregate number of Dissent Shares shall not exceed 5% of the aggregate number of Company Shares outstanding immediately prior to the Amalgamation Effective Time.
(g) The SPAC Board shall have received a Fairness Opinion confirming the fairness of the Company Valuation, and such Fairness Opinion shall not have been withdrawn.
Section 6.3 Conditions to Obligations to Close of the Company. The obligation of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions:
(a) The SPAC shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.
(b) All of the representations and warranties of the SPAC contained in Article IV of this Agreement shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect.
(c) There shall have been no event, change or occurrence which has a SPAC Material Adverse Effect.
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(d) The Company shall have received the Lock-up Agreements duly executed by each of the Lock-up SPAC Shareholders and the Registration Rights Agreement duly executed by the parties thereto (other than the Company Shareholders), in each case dated as of the Closing Date.
(e) The SPAC shall have, as of immediately prior to Closing, Available Cash in an amount of not less than $3,000,000. For purposes hereof, “Available Cash” means, without duplication, the sum of (i) the amount of cash available in the Trust Account (net of amounts payable in respect of the SPAC Share Redemption and all prior redemptions of SPAC Class A Shares), (ii) the aggregate cash proceeds actually funded to the SPAC or the Company at or prior to the Closing pursuant to any PIPE Financing, equity subscription, forward purchase agreement, backstop commitment or similar committed financing, (iii) the aggregate principal amount funded (and not repaid) to the SPAC pursuant to the Promissory Notes and any loans made by the IPO Sponsor, PMGC Holdings Inc. or any of their respective Affiliates to the SPAC, and (iv) the unrestricted and unspent cash proceeds of the Bridge Financing then held by the Group Companies, in each case as of immediately prior to the Closing and after giving effect to the payment of all SPAC Transaction Expenses. Neither the SPAC nor the IPO Sponsor shall have any right to waive, reduce or otherwise modify the $3,000,000 Available Cash threshold without the prior written consent of the Company. For the avoidance of doubt, nothing in this Agreement shall obligate the SPAC, the IPO Sponsor, PMGC Holdings Inc. or any of their respective Affiliates to fund any amount solely for purposes of satisfying the Available Cash condition, except pursuant to any separate written funding obligation expressly undertaken by such Person.
Section 6.4 Frustration of Conditions. Neither the SPAC nor the Company may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by such Party’s failure to comply in all material respects with its obligations hereunder.
Article
VII.
DISPUTE RESOLUTION
Section 7.1 Arbitration.
(a) Subject to Section 7.1(k), the parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Subject to Section 7.1(k), binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).
(b) If the parties cannot agree upon the Arbitrator, the Arbitrator shall be selected by the New York, New York chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30) days of such written request.
(c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be governed by the laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New York, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.
(d) The arbitration shall be held in New York, New York in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein.
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(e) On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his or her decision shall be rendered within the period referred to in Section 7.1(c).
(f) The Arbitrator may, at his discretion and at the expense of the party who will bear the cost of the arbitration, employ experts to assist him in his determinations.
(g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal.
(h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.
(i) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement, unless resulting from the gross negligence or willful misconduct of the person indemnified.
(j) This arbitration section shall survive the termination of this Agreement.
(k) Notwithstanding anything to the contrary in this Section 7.1, any Party may seek, in any state or federal court sitting in New York, New York, (i) specific performance, injunctive relief or any other equitable or provisional remedy under Section 9.15 or otherwise in connection with this Agreement, (ii) any claim or proceeding arising out of or relating to the Trust Account, Section 9.3 or Section 5.18 (including enforcement of the trust waiver and any claim by SPAC under Section 9.3 for legal fees and costs), and (iii) any proceeding to enforce, confirm, vacate or modify an award rendered by the Arbitrator. The Parties expressly consent to the personal and subject matter jurisdiction of such courts for those purposes and waive any objection based on venue or inconvenient forum.
Section 7.2 Waiver of Jury Trial; Exemplary Damages.
(a) THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS, OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY OF THE PARTIES TO THIS AGREEMENT OF ANY KIND OR NATURE. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS.
(b) Each of the parties to this Agreement acknowledges that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective party and that such party has discussed the legal consequences and import of this waiver with legal counsel. Each of the parties to this Agreement further acknowledges that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.
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Article
VIII.
TERMINATION
Section 8.1 Termination. This Agreement may be terminated prior to the Closing:
(a) by mutual written consent of the SPAC and the Company at any time prior to Closing;
(b) by the SPAC or the Company by giving written notice to the other if any Law shall have been enacted, issued, promulgated or enforced, or any Order shall have been issued, which has become final and non-appealable and has the effect of making the consummation of the Transactions illegal;
(c) by the SPAC or the Company by giving written notice to the other if the SPAC Shareholder Approval shall fail to receive the requisite vote for approval at the SPAC Shareholders’ Meeting;
(d) by SPAC or the Company by giving written notice to the other if the Company Shareholder Approval shall not have been obtained within twenty (20) Business Days after the Proxy/Registration Statement becomes effective;
(e) by the SPAC, by giving written notice to the Company, that the Moltex Acquisition has not been consummated on or before November 30, 2026 (the “Moltex Acquisition Deadline”);
(f) by the SPAC, by giving written notice to the Company, if, by December 15, 2026 (the “SEC Moltex Response Deadline”), the SEC staff has not granted the SPAC’s request for a waiver of, or other relief from, the requirement under Rule 3-05 and Article 11 of Regulation S-X to include financial statements of Moltex and related pro forma financial information in the Proxy/Registration Statement, or has advised the SPAC that the Moltex Acquisition is required to be treated as the acquisition of a “business” for which such financial statements and pro forma financial information are required;
(g) in the event that the Closing has not occurred on or prior to April 30, 2027 (as may be extended by mutual written agreement of the SPAC and the Company, the “Outside Closing Date”), by either the SPAC or the Company by giving written notice to the other Party at any time after the Outside Closing Date; provided that (i) the right to terminate this Agreement pursuant to this Section 8.1(g) shall not be available to the SPAC if the SPAC’s material breach of this Agreement shall have primarily caused the failure of the Closing to occur on or prior to the Outside Closing Date, and (ii) the right to terminate this Agreement pursuant to this Section 8.1(g) shall not be available to the Company if the Company’s material breach of this Agreement shall have primarily caused the failure of the Closing to occur on or prior to the Outside Closing Date;
(h) by the SPAC by giving written notice to the Company if the Company shall have failed to deliver any of the PCAOB Financials to the SPAC on or before the applicable date in accordance with Section 5.14(a) and the SPAC understands, after consultation with the Company, that the Company will not be able to deliver such PCAOB Financials by December 31, 2026;
(i) by the SPAC by giving written notice to the Company at any time prior to the first public filing of the Proxy/Registration Statement with the SEC (and, for the avoidance of doubt, a confidential draft submission shall not constitute such filing), if the SPAC identifies as a result of its ongoing due diligence review of the Group Companies any material fact, circumstance or condition that has had, or would reasonably be expected to have, a Company Material Adverse Effect;
(j) by the SPAC by giving written notice to the Company, if there shall have been a Company Material Adverse Effect which is uncured for at least ten (10) Business Days after written notice of such Company Material Adverse Effect is provided by the SPAC to the Company; and (k) by the Company by giving written notice to the SPAC, if there shall have been a SPAC Material Adverse Effect which is uncured for at least ten (10) Business Days after written notice of such SPAC Material Adverse Effect is provided by the Company to the SPAC.
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Section 8.2 Termination upon Material Breach.
(a) The SPAC may terminate this Agreement by giving notice to the Company prior to the Closing, without prejudice to any rights or obligations the SPAC may have, if the Company shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Transaction Documents to be performed on or prior to the Closing Date and such breach shall not be cured within thirty (30) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach.
(b) The Company may terminate this Agreement by giving notice to the SPAC prior to the Closing, without prejudice to any rights or obligations the Company may have, if the SPAC shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Transaction Documents to be performed on or prior to the Closing Date and such breach shall not be cured within thirty (30) days following receipt by the SPAC of a notice describing in reasonable detail the nature of such breach.
Section 8.3 Effect of Termination. In the event that this Agreement is terminated pursuant to Section 8.1 or Section 8.2 hereof, this Agreement shall forthwith become void, except: (i) Article VII, this Section 8.3, and Article IX shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from liability for any breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement (subject to Section 9.3).
Section 8.4 Termination Fee and Expense Reimbursement. In the event that this Agreement is terminated by the SPAC pursuant to Section 8.1(d), Section 8.1(h) or Section 8.1(j), then the Company shall pay, or cause to be paid, to SPAC: (a) a termination fee in an amount equal to US$1,000,000 (the “Termination Fee”) and (b) an amount equal to all reasonable and documented out-of-pocket fees, costs and expenses incurred by SPAC in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby (including fees and expenses of legal counsel, financial advisors, accountants and other professional advisors) (the “Transaction Expenses Reimbursement”); provided, however, that the aggregate amount of such Transaction Expenses Reimbursement shall not exceed US$1,500,000. The Termination Fee shall be paid by wire transfer of immediately available funds to an account designated in writing by SPAC within five (5) Business Days following the effective date of such termination. The Transaction Expenses Reimbursement shall be reimbursed within five (5) Business Days following the Company’s receipt of reasonable supporting documentation evidencing such expenses. The obligations of the Company under this Section 8.4 shall survive the termination of this Agreement.
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Article
IX.
MISCELLANEOUS
Section 9.1 Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 5:00PM on a Business Day, addressee’s day and time, on the date of delivery, and otherwise on the first Business Day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by 5:00PM on a Business Day, addressee’s day and time, and otherwise on the first Business Day after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:
if to the SPAC:
NorthStrive Acquisition Corp I.
120 Newport Center Drive
Newport Beach, CA 92660
Attn: Michel Tamer
Email: tamer.m@northstrive.com
with a copy to (which shall not constitute notice):
Sichenzia Ross Ference Carmel LLP
1185 Avenue of Americas, 26th Floor
New York, NY 10036
Attn: Ross Carmel, Esq.; Thiago Spercel, Esq.
Email: rcarmel@srfc.law; tspercel@srfc.law
if to the Company, to:
Nuclea Energy Inc.
2425 Skymark Ave., Unit 5
Mississauga, Ontario, Canada L4W 4Y6
Attn: Sagar Sanghera, Executive Chairman
Email: sagar@nuclea.energy
with a copy to (which shall not constitute notice):
Mintz LLP
200 Bay Street, Suite 2800
Toronto, Ontario, Canada M5J 2J3
Attn: Alex Katznelson
Email: akatznelson@mintz.com
Section 9.2 Non-survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) any Fraud Claim, (b) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, and (c) this Article IX and any corresponding definitions set forth in Article I.
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Section 9.3 No Claim Against Trust Account. The Company acknowledges that it has read the IPO Prospectus and other SPAC SEC Documents as filed under the Exchange Act, the SPAC’s Organizational Documents, and the Trust Agreement and understands that the SPAC has established the Trust Account described therein for the sole benefit of the SPAC’s public shareholders and that, except for a portion of the interest earned on the amounts held in the Trust Account pursuant to the Trust Agreement, the SPAC may only disburse the funds in the Trust Account (i) to the public shareholders in the event of the redemption of their shares upon consummation of a business combination or amendment to the SPAC’s Organizational Documents relating to pre-Business Combination activity, (ii) to the public shareholders in connection with the SPAC’s liquidation in the event the SPAC is unable to consummate a business combination within the required time, and (iii) to the SPAC concurrently with, or after the SPAC consummates a business combination. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by August 19, 2027, or such later date as approved by the SPAC Shareholders to complete a Business Combination, the SPAC will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the SPAC entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any past, present or future Action of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to the Company for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against SPAC, Amalgamation Sub or any other person (a) for legal relief against monies or other assets of SPAC held outside of the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds) or for specific performance or other equitable relief in connection with the Transactions (including a claim for SPAC or Amalgamation Sub to specifically perform their obligations under this Agreement and cause the disbursement of the balance of the funds in the Trust Account (after giving effect to the SPAC Share Redemption)) or for a Fraud Claim or (b) for damages for breach of this Agreement against SPAC, Amalgamation Sub or any of their respective successor entities in the event this Agreement is terminated for any reason and SPAC consummates, directly or indirectly, a business combination transaction, whether by way of a purchase of assets or securities or merger, consolidation or otherwise, with another party, in each case subject to, and without derogating from, the Company’s waiver of all claims against the Trust Account set forth above (and, for the avoidance of doubt, the Company shall have no right of recovery or recourse against the Trust Account or any amounts held or formerly held therein in respect of any claim under clause (b)). In the event that the Company or any of its Affiliates commences any Action against or involving the funds in the Trust Account in violation of the foregoing, SPAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such Action in the event SPAC prevails in such Action.
Section 9.4 Amendments; No Waivers; Remedies.
(a) This Agreement cannot be amended, except by a writing signed by each Party, and cannot be terminated orally or by course of conduct. Any Party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors or officers or Persons thereunto duly authorized, (i) extend the time for the performance of the obligations or acts of the other Parties, (ii) waive any inaccuracies in the warranties (of another Party) that are contained in this Agreement or (iii) waive compliance by the other Parties with any of the agreements or conditions contained in this Agreement, but such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party granting such extension or waiver. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.
(b) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.
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(c) Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.
(d) Notwithstanding anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.
Section 9.5 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and no such relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.
Section 9.6 Publicity.
(a) All press releases or other public communications relating to the Transactions, and the method of the release for publication thereof, shall prior to the Closing be subject to the prior mutual approval of the SPAC and the Company; provided, that no such party shall be required to obtain consent pursuant to this Section 9.6(a) to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 9.6(a).
(b) The restriction in Section 9.6(a) shall not apply to the extent the public announcement is required by applicable securities Law, any Authority or stock exchange rule; provided, however, that in such an event, the party making the announcement shall, to the extent practicable, use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing.
Section 9.7 Expenses.
(a) If the Closing occurs, all Transaction Expenses incurred by the SPAC and the Company in connection with this Agreement and the Transactions (including legal, accounting, financial advisory and other professional fees) shall be paid by the SPAC at Closing from Available Cash, as further provided in Section 5.15. If this Agreement is terminated prior to the Closing, each Party shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, except as otherwise provided in Section 8.4.
(b) Any SPAC Transaction Expenses that have not been paid in full at the Closing shall be borne by the SPAC.
Section 9.8 No Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.
Section 9.9 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.
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Section 9.10 Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.
Section 9.11 Entire Agreement. This Agreement together with the other Transaction Documents, including any exhibits and schedules attached hereto or thereto, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement or any Transaction Documents, including any exhibits and schedules attached hereto or thereto, may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein or any Transaction Documents, there is no condition precedent to the effectiveness of any provision hereof or thereof. No party has relied on any representation from, or warranty or agreement of, any person in entering into this Agreement, prior hereto or contemporaneous herewith or any Transaction Documents, except those expressly stated herein or therein.
Section 9.12 Severability. A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of any other provision hereof. The parties shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful.
Section 9.13 Construction of Certain Terms and References; Captions. In this Agreement:
(a) References to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections, schedules, and exhibits of this Agreement.
(b) All monetary figures used herein shall be in United States dollars unless otherwise specified.
(c) The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement, and, unless the context requires otherwise, “Party” means a party signatory hereto.
(d) The phrase “directly or indirectly” means directly, or indirectly through one or more intermediate persons or through contractual or other legal arrangements, and “direct or indirect” has the correlative meaning.
(e) Any use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise requires; “including” means “including without limitation;” “or” means “and/or;” “any” means “any one, more than one, or all”.
(f) Unless otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules, exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation, ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time to time. Any reference to a numbered schedule means the same-numbered section of the disclosure schedule.
(g) If any action is required to be taken or notice is required to be given within a specified number of days following a specific date or event, the day of such date or event is not counted in determining the last day for such action or notice. If any action is required to be taken or notice is required to be given on or before a particular day which is not a Business Day, such action or notice shall be considered timely if it is taken or given on or before the next Business Day.
(h) Captions/headings are not a part of this Agreement, but are included for convenience, only.
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(i) A reference to a statute or statutory provision includes, to the extent applicable at any relevant time:
(i) that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision;
(ii) any repealed statute or statutory provision which it re-enacts (with or without modification); and
(iii) any subordinate legislation or regulation made under the relevant statute or statutory provision.
Section 9.14 Third Party Beneficiaries.
(a) Nothing expressed or implied in this Agreement is intended or shall be construed to (a) confer upon or give any Person (including any equityholder, any current or former director, manager, officer, employee or independent contractor of any Group Company, or any participant in any Company Equity Plan or employee benefit plan (if any), any party to any Company Option Agreement, agreement or other arrangement (or any dependent or beneficiary thereof)), other than the Parties, any right or remedies under or by reason of this Agreement, (b) establish, amend or modify any employee benefit plan, program, policy, agreement or arrangement or (c) limit the right of the SPAC, the Company or their respective Affiliates to amend, terminate or otherwise modify any Company Equity Plan or other employee benefit plan, policy, agreement or other arrangement following the Closing; provided that (i) the D&O Indemnified Parties (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section 5.20, and (ii) the IPO Sponsor (and its applicable Affiliates, successors, heirs and representatives) is an intended third-party beneficiary of, and may enforce, Section 5.22.
(b) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the Parties (including the Company and the SPAC).
Section 9.15 Specific Performance.
(a) The Parties hereby agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Transactions) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, the Parties agree that each Party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in accordance with this Agreement, this being in addition to any other remedy to which such Party is entitled under the terms of this Agreement at Law or in equity (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy);
(b) Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.
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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be duly executed as of the date first above written.
| SPAC | NorthStrive Acquisition Corp I. | |
| By: | /s/ Michel Tamer | |
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
| Company | Nuclea Energy Inc. | |
| By: | /s/ Sagar Sanghera | |
| Name: | Sagar Sanghera | |
| Title: | Executive Chairman | |
| Amalgamation Sub | 1614485 B.C. Ltd. | |
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Sole Director | |
Annex 1
Amalgamation Agreement
See attached.
Annex 1
Exhibit A Form of Voting Agreement
See attached.
Exhibit A
Exhibit B Form of Support Agreement
See attached.
Exhibit B
Exhibit C Form of Registration Rights Agreement
See attached.
Exhibit C
Exhibit D Form of Lock-up Agreement
See attached.
Exhibit D
Exhibit 10.1
SPAC SUPPORT AGREEMENT
This SPAC SUPPORT AGREEMENT, dated as of October 30, 2026 (this “Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “SPAC”), Nuclea Energy Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
WHEREAS, the SPAC, the Company and 1614485 B.C. Ltd. ,a company incorporated under the BCBCA (“Amalgamation Sub”) are entering into, concurrently herewith, that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other things, (a) the SPAC will continue from the Cayman Islands to Canada (the “SPAC Continuance”), and (b) the Company and Amalgamation Sub will amalgamate (the “Amalgamation”) such that the Amalco (as defined in the Business Combination Agreement) will become a wholly owned subsidiary of the SPAC, and in connection therewith the shareholders of the Company will receive SPAC Shares (as defined in the Business Combination Agreement), such transactions and the other transactions consummated pursuant to the Business Combination Agreement being collectively referred to herein as the “Transactions”;
WHEREAS, as of the date hereof, each Shareholder owns of record or has the power to vote the number of class A and Class B ordinary shares, par value $0.0001, of the SPAC set forth on Exhibit A (all such shares, and/or any successor shares of the SPAC (including, upon the effectiveness of the SPAC Continuation, any shares of the SPAC issued in exchange therefor) of which ownership of record or the power to vote is hereafter acquired by such Shareholder prior to the termination of this Agreement being referred to herein as the “Shares”); and
WHEREAS, in order to induce the Company to enter into the Business Combination Agreement, each Shareholder is executing and delivering this Agreement to the Company.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Agreement to Vote.
(a) During the period commencing on the date hereof and ending on the earlier to occur of (i) the Amalgamation Effective Time, and (ii) such date and time as the Business Combination Agreement shall be terminated in accordance with Article VIII thereof (the “Expiration Time”), each Shareholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at the SPAC Shareholders’ Meeting, and at every adjournment or postponement thereof, in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing a quorum, and (2) vote, or cause to be voted, at the SPAC Shareholders’ Meeting, or consent, or cause to be consented, in any action by written consent of the shareholders,, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon at the SPAC Shareholders’ Meeting, (c) in favor of the approval of each of the Transaction Proposals, (d) against the approval of any Alternative Transaction, or against any proposal, action or agreement that would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the SPAC Continuation or the Amalgamation, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the SPAC under the Business Combination Agreement, or (iii) result in any of the conditions set forth in Article VI of the Business Combination Agreement not being fulfilled, and (e) against any amendment of the organizational documents of the SPAC or any change in the SPAC’s capitalization, corporate structure or business other than in connection with the SPAC Continuance and as contemplated by the Business Combination Agreement. Each Shareholder acknowledges receipt and review of a copy of the Business Combination Agreement. The obligations of each Shareholder specified in this Section 1 shall apply whether or not the SPAC Continuation or the Amalgamation or any action described above is recommended by the SPAC’s Board of Directors. Each Shareholder hereby irrevocably agrees that it shall not commit or agree to take any action inconsistent with the foregoing.
(b) Notwithstanding anything in this Agreement to the contrary, (i) each Shareholder shall not be required to vote (or cause to be voted) any of its Shares to amend the Business Combination Agreement (including any schedule or exhibit thereto), or take any action that would reasonably be expected to result in such amendment or modification of the Business Combination Agreement, that: (A) imposes any additional conditions on the consummation of the SPAC Continuation or the Amalgamation; (B) alters or changes the amount or kind of consideration to be paid to the holders of Shares in connection with the SPAC Continuation or to the holders of Company shares in connection with the Amalgamation; (C) impedes or delays the consummation of SPAC Continuation or the Amalgamation or (D) from and after the adoption of the Business Combination Agreement by the holders of Shares, requires further approval of the SPAC’s shareholders under the Companies Act, the CBCA, or other applicable Canadian Law (each of the foregoing, an “Adverse Amendment”); and (ii) each Shareholder shall remain free to vote (or execute proxies with respect to) its Shares with respect to any matter not covered by Section 1(a) in any manner such Shareholder deems appropriate.
2. Redemption Rights. Each Shareholder irrevocably agrees that it will not exercise its right to redeem all or a portion of such Shareholder’s Shares (in connection with the transactions contemplated by this Agreement or the Business Combination Agreement or otherwise) as set forth in the Organizational Documents of the SPAC.
3. Transfer of Shares. Until the Expiration Time, each Shareholder irrevocably agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily (collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, (d) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Shares, (e) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Share, (f) take any action that would have the effect of preventing or disabling such Shareholder from performing its obligations hereunder or (g) publicly announce any intention to effect any transaction specified in this Section 3; provided, that, Transfers by Shareholder are permitted to an Affiliate or to a direct or indirect owner of equity or other interest in such Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of any Transferring Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 3 shall not relieve such Transferring Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 3 with respect to such Shareholder’s Shares shall be null and void.
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4. Representations and Warranties. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company as follows:
(a) The execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of Shareholder’s Organizational Documents.
(b) Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does not own, directly or indirectly, any other Shares.
(c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and the SPAC, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles).
(d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder’s knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder’s Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement.
(e) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.
(f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Agreement.
(g) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the SPAC, the Company or Amalgamation Sub is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of such Shareholder.
5. New Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Shares are issued to Shareholder after the date of this Agreement pursuant to any share dividend, share split, recapitalization, reclassification, combination or exchange of Shares or otherwise, (b) a Shareholder purchases or otherwise acquires beneficial ownership of any Shares, or (c) a Shareholder acquires the right to vote or share in the voting of any Shares (collectively the “New Securities”), then such New Securities acquired or purchased by such Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Shares owned by such Shareholder as of the date hereof.
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6. No Challenges. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the SPAC, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement); provided, that this Section 6 shall not be deemed a waiver of any rights of any Shareholder or its Affiliates for any breach of this Agreement or the Business Combination Agreement by the SPAC or the Company provided, further, that the foregoing shall not limit any actions taken by such Shareholder in response to any claims commenced against such Shareholder, its Affiliates or any of their respective representatives for any breach of this Agreement.
7. Termination. This Agreement and the obligations of Shareholder under this Agreement shall automatically terminate upon the earliest of: (a) the Amalgamation Effective Time; (b) the termination of the Business Combination Agreement in accordance with its terms; (c) the delivery of written notice of termination by the Shareholder to the Company following an Adverse Amendment made without the consent of such Shareholder; and (d) the mutual written agreement of the Company and SPAC. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.
8. Miscellaneous.
(a) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(a)):
If to Shareholder:
To such Shareholder’s address set forth in Exhibit A.
with copies to (which shall not constitute notice):
Mintz LLP
200 Bay Street, Suite 2800
Toronto, Ontario, Canada M5J 2J3
Attn: Alex Katznelson
Email: akatznelson@mintz.com
If to the Company, to:
Nuclea Energy Inc.
2425 Skymark Ave., Unit 5
Mississauga, Ontario, Canada L4W 4Y6
Attn: Sagar Sanghera, Executive Chairman
Email: sagar@nuclea.energy
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with a copy (which shall not constitute notice) to:
Mintz LLP
200 Bay Street, Suite 2800
Toronto, Ontario, Canada M5J 2J3
Attn: Alex Katznelson
Email: akatznelson@mintz.com
If to the SPAC, to:
NorthStrive Acquisition Corp I.
120 Newport Center Drive
Newport Beach, CA 92660
Attn: Michel Tamer
Email: tamer.m@northstrive.com
with a copy to (which shall not constitute notice):
Sichenzia Ross Ference Carmel LLP
1185 Avenue of Americas, 26th Floor
New York, NY 10036
Attn: Ross Carmel, Esq.; Thiago Spercel, Esq.
Email: rcarmel@srfc.law; tspercel@srfc.law
(b) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
(c) This Agreement and the Business Combination Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).
(d) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(e) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (collectively, “Action”) arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction within the State of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the State of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.
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(f) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement to post security or a bond as prerequisite to obtaining equitable relief.
(g) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
(h) Each Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by the SPAC or the Company, to effect the actions and consummate the transactions contemplated by this Agreement and the Business Combination Agreement (including the transactions contemplated hereby and thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.
(i) This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the SPAC, the Company and each Shareholder.
(j) This Agreement shall not be effective or binding upon Shareholder until such time as the Business Combination Agreement is executed by each of the parties thereto.
(k) If, and as often as, there are any changes in the SPAC by way of share split, share dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or Transactions, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to Shareholder and the Shares as so changed.
(l) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Paragraph (l).
(m) Shareholder hereby authorizes the SPAC and the Company to publish and disclose in any disclosure required by the United States Securities and Exchange Commission or applicable Canadian Securities Laws the Shareholder’s identity and the Shareholder’s ownership of the Shares and the nature of the Shareholder’s obligations under this Agreement.
(n) Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any director, officer, employee, agent, designee or other representative of the Shareholder, in each case, in his or her capacity as a director or officer of the SPAC or any of its Subsidiaries (if applicable). The Shareholder is executing this Agreement solely in such capacity as a record or beneficial holder of the Shares.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| SHAREHOLDERS: | ||
| NORTHSTRIVE SPONSOR I LLC | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer | |
| SINAMOR LLC | ||
| By: | /s/ Anastasia Livson | |
| Name: | Anastasia Livson | |
| Title: | Authorized Signatory | |
| COMPANY: | ||
| NUCLEA ENERGY INC. | ||
| By: | /s/ Sagar Sanghera | |
| Name: | Sagar Sanghera | |
| Title: | Executive Chairman | |
| SPAC: | ||
| NORTHSTRIVE ACQUISITION CORP I. | ||
| By: | /s/ Michel Tamer | |
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
Signature Page to SPAC Support Agreement
| DIRECTORS AND OFFICERS | ||
| By: | /s/ Michel Tamer | |
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
| By: | /s/ James Dawson | |
| Name: | James Dawson | |
| Title: | Chief Financial Officer. | |
| By: | /s/ Jeffrey Parry | |
| Name: | Jeffrey Parry | |
| Title: | Director | |
| By: | /s/ Dane May | |
| Name: | Dane May | |
| Title: | Director | |
| By: | /s/ Gust Kepler | |
| Name: | Gust Kepler | |
| Title: | Director | |
| By: | /s/ David Goertz | |
| Name: | David Goertz | |
| Title: | Director | |
Signature Page to Sponsor Support Agreement
Exhibit A
| Shareholder | Number of Shares | Address for Notices |
| NorthStrive Sponsor I LLC | 231,750 Class A ordinary shares, being the Class A shares included in the private placement units 2,170,713 Class B ordinary shares | 520 Newport Center Drive, Suite 470 Newport Beach, CA 92660 |
| Sinamor LLC | Up to 1,400,000 Class B ordinary shares (to be held as of business combination closing) | 20156 Castle Stuart Avenue Boca Raton, FL 33434 |
Exhibit A
Exhibit 10.2
COMPANY VOTING SUPPORT AGREEMENT
This COMPANY VOTING SUPPORT AGREEMENT, dated as of October 30, 2026 (this “Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “SPAC”), Nuclea Energy Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
WHEREAS, the SPAC, the Company and 1614485 B.C. Ltd., a company incorporated under the BCBCA (“Amalgamation Sub”) are entering into, concurrently herewith, that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other things, (a) the SPAC will continue from the Cayman Islands to Canada (the “SPAC Continuation”), and (b) the Company and Amalgamation Sub will amalgamate (the “Amalgamation”) such that the Amalco (as defined in the Business Combination Agreement) will become a wholly owned subsidiary of the SPAC, and in connection therewith the shareholders of the Company will receive SPAC Shares (as defined in the Business Combination Agreement) (such transactions and the other transactions contemplated by the Business Combination Agreement, collectively, the “Transactions”);
WHEREAS, as of the date hereof, each Shareholder owns of record or has the power to vote the number of common shares in the capital of the Company set forth on Exhibit A (all such shares, and/or any successor shares of Company of which ownership of record or the power to vote is hereafter acquired by such Shareholder prior to the termination of this Agreement being referred to herein as the “Shares”); and
WHEREAS, in order to induce the SPAC to enter into the Business Combination Agreement, each Shareholder is executing and delivering this Agreement to the SPAC.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Agreement to Vote.
(a) During the period commencing on the date hereof and ending on the earlier to occur of (i) the Amalgamation Effective Time, and (ii) such date and time as the Business Combination Agreement shall be terminated in accordance with Article VIII thereof (the “Expiration Time”), each Shareholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at any Company Special Meeting, and at every adjournment or postponement thereof, in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing a quorum, and (2) vote, or cause to be voted, at a Company Special Meeting, or consent, or cause to be consented, in any action by written consent of the shareholders of the Company, all of the Shares owned as of the record date for such meeting or the date of such written consent (a) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby (which shall include without limitation, for all purposes of this Agreement, the Company Amalgamation Resolution and the matters constituting the Company Shareholder Approval), (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon at any Company Special Meeting or by written consent, (c) against the approval of any Alternative Transaction, or against any proposal, action or agreement that would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the Transactions or the Company Amalgamation Resolution, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, or (iii) result in any of the conditions set forth in Article VI of the Business Combination Agreement not being fulfilled, and (d) against any amendment of the organizational documents of the Company or any change in the Company’s capitalization, corporate structure or business other than as contemplated by the Business Combination Agreement. Each Shareholder acknowledges receipt and review of a copy of the Business Combination Agreement. The obligations of each Shareholder specified in this Section 1 shall apply whether or not the Transactions, the Company Amalgamation Resolution or any action described above is recommended by the Company’s Board of Directors. Each Shareholder hereby irrevocably agrees that it shall not commit or agree to take any action inconsistent with the foregoing.
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(b) Notwithstanding anything in this Agreement to the contrary, (i) each Shareholder shall not be required to vote (or cause to be voted) any of its Shares to amend the Business Combination Agreement (including any schedule or exhibit thereto), or take any action that would reasonably be expected to result in such amendment or modification of the Business Combination Agreement, that: (A) imposes any additional conditions on the consummation of the Transactions, the Company Amalgamation Resolution or on any other aspect of the Transactions; (B) alters or changes the amount or kind of consideration to be paid to the holders of Shares in connection with the Company Amalgamation Resolution or the Transactions; (C) impedes or delays the consummation of the Company Amalgamation Resolution or the Transactions or (D) from and after the adoption of the Business Combination Agreement by the holders of Shares, requires further approval of the Company’s shareholders under the BCBCA or other applicable Canadian law (each of the foregoing, an “Adverse Amendment”) and (ii) each Shareholder shall remain free to vote (or execute proxies with respect to) its Shares with respect to any matter not covered by Section 1(a) in any manner such Shareholder deems appropriate.
2. Dissent Rights. Each Shareholder irrevocably agrees that it will not exercise its dissent rights under the BCBCA in respect of the Amalgamation.
3. Transfer of Shares. Until the Expiration Time, each Shareholder irrevocably agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily (collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing, except in connection with the secured debenture financing of the Company’s Subsidiary, Nuclea Energy Canada Inc., (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, (d) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Shares, (e) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Share, (f) take any action that would have the effect of preventing or disabling such Shareholder from performing its obligations hereunder or (g) publicly announce any intention to effect any transaction specified in this Section 3; provided, that, Transfers by Shareholder are permitted to an Affiliate or to a direct or indirect owner of equity or other interest in such Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of such Transferring Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 3 shall not relieve such Transferring Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 3 with respect to such Shareholder’s Shares shall be null and void.
4. Representations and Warranties. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to SPAC as follows:
(a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of such Shareholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of such Shareholder’s organizational documents.
(b) Such Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement. Such Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and such Shareholder does not own, directly or indirectly, any other Shares.
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(c) Such Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by such Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and the SPAC, constitutes a legal, valid and binding obligation of such Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles).
(d) As of the date of this Agreement, there is no action, proceeding or, to such Shareholder’s knowledge, investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Shares, the validity of this Agreement or the performance by such Shareholder of its obligations under this Agreement.
(e) Such Shareholder understands and acknowledges that the SPAC is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement.
(f) Such Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Agreement.
(g) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the SPAC, the Company or Amalgamation Sub is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of such Shareholder, on behalf of such Shareholder.
5. New Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Shares are issued to any Shareholder after the date of this Agreement pursuant to any share dividend, share split, recapitalization, reclassification, combination or exchange of Shares or otherwise, (b) such Shareholder purchases or otherwise acquires beneficial ownership of any Shares, or (c) such Shareholder acquires the right to vote or share in the voting of any Shares (collectively the “New Securities”), then such New Securities acquired or purchased by such Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Shares owned by such Shareholder as of the date hereof.
6. No Challenges. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the SPAC, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement); provided, that this Section 6 shall not be deemed a waiver of any rights of any Shareholder or its Affiliates for any breach of this Agreement or the Business Combination Agreement by the Company; provided, further, that the foregoing shall not limit any actions taken by such Shareholder in response to any claims commenced against such Shareholder, its Affiliates or any of their respective representatives for any breach of this Agreement.
7. Termination. This Agreement and the obligations of any Shareholder under this Agreement shall automatically terminate upon the earliest of: (a) the Amalgamation Effective Time; (b) the termination of the Business Combination Agreement in accordance with its terms; (c) the delivery of written notice of termination by such Shareholder to the Company following an Adverse Amendment made without the consent of such Shareholder; and (d) the mutual written agreement of the Company and the SPAC. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.
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8. Miscellaneous.
(a) Except as otherwise provided herein or in the Business Combination Agreement or any other transaction document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby or thereby are consummated.
(b) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(b)):
If to a Shareholder:
To such Shareholder’s address set forth in Exhibit A.
with copies to (which shall not constitute notice):
Mintz LLP
200 Bay Street, Suite 2800
Toronto, Ontario, Canada M5J 2J3
Attn: Alex Katznelson
Email: akatznelson@mintz.com
If to the Company, to:
Nuclea Energy Inc.
2425 Skymark Ave., Unit 5
Mississauga, Ontario, Canada L4W 4Y6
Attn: Sagar Sanghera, Executive Chairman
Email: sagar@nuclea.energy
with a copy (which shall not constitute notice) to:
Mintz LLP
200 Bay Street, Suite 2800
Toronto, Ontario, Canada M5J 2J3
Attn: Alex Katznelson
Email: akatznelson@mintz.com
If to the SPAC, to:
NorthStrive Acquisition Corp I.
120 Newport Center Drive
Newport Beach, CA 92660
Attn: Michel Tamer
Email: tamer.m@northstrive.com
with a copy to (which shall not constitute notice):
Sichenzia Ross Ference Carmel LLP
1185 Avenue of Americas, 26th Floor
New York, NY 10036
Attn: Ross Carmel, Esq.; Thiago Spercel, Esq.
Email: rcarmel@srfc.law; tspercel@srfc.law
(c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
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(d) This Agreement and the Business Combination Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).
(e) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(f) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (collectively, “Action”) arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction within the State of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the State of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.
(g) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (ii) any requirement to post security or a bond as prerequisite to obtaining equitable relief.
(h) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
(i) Each Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by the SPAC or the Company, to effect the actions and consummate the transactions contemplated by this Agreement and the Business Combination Agreement (including the transactions contemplated hereby and thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.
(j) This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the SPAC, the Company and each Shareholder.
(k) This Agreement shall not be effective or binding upon any Shareholder until such time as the Business Combination Agreement is executed by each of the parties thereto.
(l) If, and as often as, there are any changes in the Company by way of share split, share dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to all of the Shareholders and the Shares as so changed.
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(m) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Paragraph (m).
(n) Each Shareholder hereby authorizes the SPAC and the Company to publish and disclose in any disclosure required by the United States Securities and Exchange Commission or applicable Canadian Securities Laws, such Shareholder’s identity and its ownership of the Shares and the nature of such Shareholder’s obligations under this Agreement.
(o) Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any director, officer, employee, agent, designee or other representative of the Shareholder, in each case, in his or her capacity as a director or officer of the Company or any of its Subsidiaries (if applicable). The Shareholder is executing this Agreement solely in such capacity as a record or beneficial holders of the Shares.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| SHAREHOLDERS: | ||
| SAGAR SANGHERA | ||
| By: | /s/ Sagar Sanghera | |
| Name: | Sagar Sanghera | |
| VINAYAK ASHOK GUNDA | ||
| By: | /s/ Vinayak Ashok Gunda | |
| Name: | Vinayak Ashok Gunda | |
| COBY LEE SARAN | ||
| By: | /s/ Coby Lee Saran | |
| Name: | Coby Lee Saran | |
| ART ALEXANDER BALIKIN | ||
| By: | /s/ Art Alexander Balikin | |
| Name: | Art Alexander Balikin | |
| ANDRE DOERK | ||
| By: | /s/ Andre Doerk | |
| Name: | Andre Doerk | |
Signature Page to Company Support Agreement
| SHAREHOLDER: | ||
| ANDRE DOERK | ||
| By: | /s/ Andre Doerk | |
| Name: | Andre Doerk | |
Signature Page to Company Support Agreement
| SHAREHOLDER: | ||
| ART ALEXANDER BALIKIN | ||
| By: | /s/ Art Alexander Balikin | |
| Name: | Art Alexander Balikin | |
Signature Page to Company Support Agreement
| COMPANY: | ||
| NUCLEA ENERGY INC. | ||
| By: | /s/ Sagar Sanghera | |
| Name: | Sagar Sanghera | |
| Title: | Executive Chairman | |
| SPAC: | ||
| NORTHSTRIVE ACQUISITION CORP I. | ||
| By: | /s/ Michel Tamer | |
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
Signature Page to Company Support Agreement
Exhibit A
|
Shareholder |
Number of Shares | Address for Notices |
|
Sagar Sanghera
|
10,000,000 Shares |
9525 Grant Place, Delta, British Columbia V4B 4Z1 |
|
Vinayak Ashok Gunda
|
10,000,000 Shares |
1213 Stayte Road, White Rock, British Columbia V4C 6A2 |
| Coby Lee Saran | 555,555 Shares |
3073 Butternut Street, Coquitlam, British Columbia V3C 3M7 |
| Eleodor Nichita | 2,222,220 Shares |
125 Point Hope Place, Whitby, ON, L1N 9P8 |
| Andre Doerk | 1,641,428 Shares |
KUFSTEINER STR. 84, Berlin, Germany 10825 |
| Art Alexander Balikin | 1,533,586 Shares |
110-13160 VANIER PLACE, Richmond, British Columbia V6V 2J2 |
Exhibit A
Exhibit 10.3
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 30, 2026 (the “Effective Date”), is made and entered into by and among Nuclea Energy Holding Inc., a corporation existing under the Canada Business Corporations Act (formerly known as NorthStrive Acquisition Corp I., a Cayman Islands exempted company, prior to the SPAC Continuance (as defined in the Business Combination Agreement), the “Company”), NorthStrive Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), Panthers Capital Management LLC (“Panthers”), and the other parties listed on the signature pages hereto and on Schedule A hereto (each such party, together with the Sponsor, Panthers, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”), and amends, restates and supersedes in its entirety that certain Registration Rights Agreement, dated as of August 17, 2026, by and among NorthStrive Acquisition Corp I., the Sponsor and the other holders party thereto (the “Prior Agreement”). Definitions used herein but not hereafter defined shall have the meaning set forth in the Business Combination Agreement.
RECITALS
WHEREAS, the Company, Nuclea Energy Inc. (prior to the Amalgamation, the “Target”) and 1614485 B.C. Ltd., entered into that certain Business Combination Agreement, dated as of October 30, 2026 (as it may be amended, modified or supplemented from time to time, the “Business Combination Agreement”), pursuant to which, among other things, (i) the Company completed the SPAC Continuance and was renamed “Nuclea Energy Holding Inc.” and (ii) the Target amalgamated with 1614485 B.C. Ltd. (the “Amalgamation”), with the resulting entity becoming a wholly-owned subsidiary of the Company (the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”);
WHEREAS, in connection with the Business Combination and pursuant to the terms of the Business Combination Agreement, (i) at the Closing, each then-outstanding SPAC Class B Share (the “Founder Shares”) was cancelled in exchange for the right to receive one SPAC Class A Share, (ii) the Company issued SPAC Class A Shares to the former shareholders of the Target as Amalgamation Consideration Shares, (iii) the Company Debentures issued in connection with the Bridge Financing automatically converted into Company Shares and, upon consummation of the Amalgamation, were exchanged for SPAC Class A Shares (the “Debenture Exchange Shares”), and (iv) the Company caused the Advisor Shares to be issued to Panthers;
WHEREAS, on August 17, 2026, the Company and the Sponsor entered into that certain Private Placement Units Purchase Agreement, pursuant to which the Sponsor purchased an aggregate of 231,750 private placement units (the “Private Placement Units”), each Private Placement Unit consisting of one Class A Ordinary Share, one warrant exercisable to purchase one Class A Ordinary Share at $11.50 per share (the “Private Placement Warrants”) and one right to receive one quarter (¼) of a Class A Ordinary Share (the “Private Placement Rights”, together with the Class A Ordinary Shares comprising the Private Placement Units and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants and Private Placement Rights, the “Private Placement Shares”);
WHEREAS, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to a certain dollar amount of such loans may be convertible into units (“Working Capital Units”) at a price of $10.00 per unit at the option of the lender, with each Working Capital Unit consisting of one Class A Ordinary Share, one redeemable warrant exercisable to purchase one Class A Ordinary Share at $11.50 per share (the “Working Capital Warrants”) and one right to receive one quarter (¼) of a Class A Ordinary Share (the “Working Capital Rights”, together with the Class A Ordinary Shares comprising the Working Capital Units and the Class A Ordinary Shares issuable upon exercise of the Working Capital Warrants and Working Capital Rights, the “Working Capital Shares”);
WHEREAS, on August 17, 2026, the Company and D. Boral Capital LLC entered into that certain Underwriting Agreement, as amended on October 8, 2026, pursuant to which the Company agreed to issue to D. Boral Capital LLC 1,000,000 Class A Ordinary Shares (whether or not any applicable over-allotment option is exercised in full) in consideration for its services in connection with the registered offering (the “Offering”) of the units of the Company (the “Representative Shares”); and
WHEREAS, concurrently with the execution of this Agreement, each of the Sponsor, the Lock-up SPAC Shareholders and the Lock-up Company Shareholders (each as defined in the Business Combination Agreement) is entering into a lock-up agreement with the Company in substantially the form attached as Exhibit D to the Business Combination Agreement (each, a “Lock-up Agreement”) pursuant to which the applicable Lock-up Shares (as defined in the applicable Lock-up Agreement) are subject to transfer restrictions ending on the date that is 180 days after the Effective Date, subject to the early-release provisions set forth therein; and
WHEREAS, the Company, the Sponsor and the other parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety on the terms set forth herein, and the Company desires to grant certain registration rights to the other Holders joining as parties hereto, in each case with respect to certain securities of the Company as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
“Advisor Shares” shall have the meaning given to such term in the Business Combination Agreement.
“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Principal Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement” shall have the meaning given in the Preamble.
“Amalgamation Consideration Shares” shall have the meaning given to such term in the Business Combination Agreement.
“Board” shall mean the Board of Directors of the Company.
“Business Combination” shall have the meaning given in the Recitals hereto.
“Business Combination Agreement” shall have the meaning given in the Recitals hereto.
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
“Commission” shall mean the Securities and Exchange Commission.
“Class A Ordinary Shares” shall have the meaning given in the Recitals hereto.
“Company” shall have the meaning given in the Preamble.
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“Debenture Exchange Shares” shall mean the SPAC Class A Shares issued in exchange for Company Shares that were issued upon conversion of Company Debentures (as such terms are defined in the Business Combination Agreement) in connection with the Amalgamation.
“Demand Registration” shall have the meaning given in subsection 2.1.2.
“Demand Registration Requesting Holder” shall have the meaning given in subsection 2.1.2.
“Demanding Holder” shall mean any Holder or group of Holders that (in the case of a group of Holders, together) elects to dispose of Registrable Securities having an aggregate value of at least $10,000,000 (or, if less, all of the Registrable Securities then held by such Holder or group of Holders), at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.
“Earnout Shares” shall have the meaning given to such term in the Business Combination Agreement.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1” shall have the meaning given in subsection 2.1.2.
“Form S-3” shall have the meaning given in subsection 2.3.
“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the SPAC Class A Shares issued in exchange for the SPAC Class B Shares at the Closing.
“Holders” shall have the meaning given in the Preamble.
“Insider Letter” shall mean that certain letter agreement, dated as of August 17, 2026, by and among the Company, the Sponsor and each of the Company’s officers, directors and director nominees.
“Lock-up Agreement” shall have the meaning given in the Recitals hereto.
“Maximum Number of Securities” shall have the meaning given in subsection 2.1.5.
“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading.
“Permitted Transferees” shall mean (a) any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities any applicable lock-up agreement, as the case may be, and pursuant to the Insider Letter and any other applicable agreement between such Holder and the Company, in each case for so long as such agreements remain in effect, (b) any affiliate, partner, member, equityholder or family member (or trust or estate planning vehicle) of such Holder, and (c) any transferee thereafter.
“Offering” shall have the meaning given in the Recitals hereto.
“Piggyback Registration” shall have the meaning given in subsection 2.2.1.
“Private Placement Lock-up Period” shall mean, with respect to Private Placement Units that are held by the initial purchasers of such Private Placement Units or their Permitted Transferees and any SPAC Class A Shares comprising the Private Placement Units or issued or issuable upon the exercise of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Units or their Permitted Transferees, the later of (i) the effective date of the Offering and (ii) the consummation of the Company’s initial Business Combination.
“Private Placement Units” shall have the meaning given in the Recitals hereto.
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“Private Placement Warrants” shall have the meaning given in the Recitals hereto.
“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security” shall mean (i) the SPAC Class A Shares issued or issuable upon conversion of any Founder Shares, (ii) the Private Placement Shares, including the SPAC Class A Shares comprising the Private Placement Units and any SPAC Class A Shares issued or issuable upon exercise of the Private Placement Warrants or Private Placement Rights, (iii) any Working Capital Units and any SPAC Class A Shares comprising such Working Capital Units or issuable upon exercise of the Working Capital Warrants or Working Capital Rights, (iv) the Representative Shares, (v) the Amalgamation Consideration Shares, (vi) the Debenture Exchange Shares, (vii) the Advisor Shares, (viii) any SPAC Class A Shares issuable upon conversion of the Earnout Shares, (ix) any outstanding SPAC Class A Shares or any other equity security of the Company held by a Holder from time to time, and (x) any other equity security of the Company issued or issuable with respect to any such SPAC Class A Shares by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities has become effective under the Securities Act and such securities have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer have been delivered by the Company and subsequent public distribution of such securities does not require registration under the Securities Act; (C) such securities have ceased to be outstanding; (D) such securities have been sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.
“Representative Shares” shall have the meaning given in the Recitals hereto.
“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the SPAC Class A Shares are then listed;
(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(C) printing, messenger, telephone and delivery expenses;
(D) reasonable fees and disbursements of counsel for the Company;
(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration or Underwritten Offering;
(F) the fees and expenses incurred in connection with the listing of any Registrable Securities on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
(G) the fees and expenses incurred by the Company in connection with any road show for any Underwritten Offerings; and
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(H) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.
“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder” shall have the meaning given in subsection 2.1.4.
“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.
“Shelf Registration” shall have the meaning given in subsection 2.1.1.
“SPAC Class A Shares” shall have the meaning given to such term in the Business Combination Agreement and, for the avoidance of doubt, from and after the SPAC Continuance means the Class A common shares without par value in the authorized share capital of the Company, including any such shares into which the Class A Ordinary Shares of NorthStrive Acquisition Corp I. (including those comprising the Private Placement Units, the Working Capital Units and the Representative Shares) were continued or exchanged, and any securities into which such shares may hereafter be reclassified, converted or exchanged.
“Sponsor” shall have the meaning given in the Preamble hereto.
“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.
“Underwritten Demand” shall have the meaning given in subsection 2.1.4.
“Underwritten Registration” or “Underwritten Offering” shall mean a Registration or offering pursuant to an existing effective Registration Statement in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Working Capital Shares” shall have the meaning given in the Recitals hereto.
“Working Capital Units” shall have the meaning given in the Recitals hereto.
“Working Capital Rights” shall have the meaning given in the Recitals hereto.
“Working Capital Warrants” shall have the meaning given in the Recitals hereto.
ARTICLE II
REGISTRATIONS
2.1 Shelf Registration and Demand Registration.
2.1.1 Shelf Registration. The Company shall, within thirty (30) days after the Effective Date (the “Filing Deadline”), file with the Commission (at the Company’s sole cost and expense) a Registration Statement on Form S-1 (or, if the Company is then eligible, Form S-3) registering the resale of all Registrable Securities (a “Shelf Registration”), and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as promptly as reasonably practicable thereafter, but in any event no later than the earlier of (i) ninety (90) days following the Filing Deadline (or one hundred twenty (120) days following the Filing Deadline if the Commission notifies the Company that it will “review” the Registration Statement) and (ii) the tenth (10th) Business Day after the date the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments. The Company shall use its reasonable best efforts to keep such Shelf Registration continuously effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration is available or, if not available, that another Registration Statement is available, under the rules and regulations of the Commission for the resale of the Registrable Securities, until the earliest of (A) the date on which all Registrable Securities included in such Shelf Registration have been sold, (B) the date on which there are no longer any Registrable Securities outstanding, and (C) the date this Agreement terminates in accordance with Section 5.7. As soon as practicable after the Company is eligible to use a Registration Statement on Form S-3, the Company shall convert the Shelf Registration to a Registration Statement on Form S-3. If at any time a Shelf Registration filed with the Commission pursuant to this subsection 2.1.1 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Shelf Registration, the Company will use its reasonable best efforts to amend or supplement such Shelf Registration as may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.
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2.1.2 Request for Registration. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, at any time and from time to time after the Effective Date, to the extent that any Registrable Securities are not registered pursuant to the Shelf Registration (or any successor Registration Statement filed pursuant to subsection 2.1.1), a Demanding Holder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within three (3) Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Registration Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from one or more Demand Registration Requesting Holder(s) to the Company, such Demand Registration Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than three (3) Registrations in the aggregate pursuant to Demand Registrations under this subsection 2.1.2; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders (subject to subsection 2.1.5) in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.
2.1.3 Effective Registration. Notwithstanding the provisions of subsection 2.1.2 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.4 Underwritten Offering. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, any Demanding Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with subsection 2.1.1 or subsection 2.1.2 (an “Underwritten Demand”). The Company shall, within three (3) Business Days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand (each such Holder that requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this subsection 2.1.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating such Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than (x) two (2) Underwritten Offerings pursuant to this subsection 2.1.4 in any twelve (12) month period or (y) an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.4 demanded by the Sponsor and its Permitted Transferees and an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.4 demanded by the Holders of Amalgamation Consideration Shares and Debenture Exchange Shares and their Permitted Transferees; provided that an Underwritten Offering shall not count against such limits unless the Demanding Holders are able to sell at least 75% of the Registrable Securities requested to be included therein.
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2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other SPAC Class A Shares or other equity securities that the Company desires to sell and the SPAC Class A Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) holds prior to such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), SPAC Class A Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), SPAC Class A Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.
2.1.6 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.2 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.6.
2.1.7 Expiration of the Demand Registration Rights for Representative Shares. Any demand registration rights granted pursuant to this Section 2.1 to the holders of Representative Shares shall expire five (5) years from the commencement of the sales of Private Placement Units in the Offering.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights. If, at any time on or after the Effective Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof) or proposes to conduct an Underwritten Offering off of an existing effective Registration Statement, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than three (3) Business Days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities or to otherwise participate in the Underwritten Offering with any Registrable Securities already registered on an effective Registration Statement as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration or Underwritten Offering and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.
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2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration or Underwritten Offering, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of SPAC Class A Shares that the Company desires to sell, taken together with (i) the SPAC Class A Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the SPAC Class A Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:
(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, SPAC Class A Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof and SPAC Class A Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company (pro rata based on the respective number of Registrable Securities that each shareholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, SPAC Class A Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 and SPAC Class A Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities (pro rata based on the respective number of Registrable Securities that each shareholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), SPAC Class A Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration or Underwritten Offering for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
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2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under subsection 2.1.2 hereof or any participation in an Underwritten Offering pursuant to Section 2.2 hereof shall not be counted as an Underwritten Offering effected under subsection 2.1.4 hereof.
2.2.5 Expiration of the Piggyback Rights of Representative Shares. Any piggyback rights granted pursuant to this section 2.2 to the holders of Representative Shares shall expire seven (7) years from the commencement of the sales of Private Placement Units in the Offering.
2.3 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission if so requested), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”). Within three (3) Business Days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 if a Form S-3 is not available for such offering.
Any request for an underwritten offering pursuant to a Form S-3 shall follow the procedures of Section 2.1 (including subsection 2.1.5) but shall not count against the number of long form Demand Registrations that may be made pursuant to subsection 2.1.2.
2.4 Restrictions on Registration Rights. If (i) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.2 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (ii) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (iii) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period, and any such deferral, together with any delay or suspension under Section 3.4, shall not exceed ninety (90) days in the aggregate in any 12-month period. No deferral under this Section 2.4 shall apply to the initial Shelf Registration required by subsection 2.1.1, and the Company shall not register any securities for its own account or that of any other shareholder during any such deferral period.
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ARTICLE III
COMPANY PROCEDURES
3.1 General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:
3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;
3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;
3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;
3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;
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3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;
3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;
3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;
3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);
3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering;
3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration, including, without limitation, making available senior executives of the Company to participate in any due diligence sessions that may be reasonably requested by the Underwriter in any Underwritten Offering; and
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3.1.17 reasonably cooperate with the Holders to facilitate the timely preparation and delivery of certificates and/or book entry notations representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates and/or book entry notations shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing. In connection therewith, if required by the Company’s transfer agent and upon receipt of a reasonably requested certificate and/or letter of representation from such Holder, the Company will reasonably promptly, after the effective time of a Registration Statement, cause an opinion of its outside legal counsel as to the effectiveness of such Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent, which authorize and direct the transfer agent to issue such Registrable Securities without any such legend.
3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose; provided that the Company shall not exercise such right more than two (2) times, or for more than ninety (90) days in the aggregate (together with any deferral under Section 2.4), in any 12-month period. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. Any such suspension shall apply equally to all Holders, and the Company shall not be required to disclose the underlying material non-public information to any Holder. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell SPAC Class A Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
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3.6 Lock-up Agreements. The parties acknowledge that the registration rights granted to the Holders under this Agreement, and the exercise thereof, are in all respects subject to the applicable transfer restrictions set forth in each Lock-up Agreement; provided that nothing herein shall restrict the Company’s obligation to file and cause to become effective the Shelf Registration within the time periods set forth in subsection 2.1.1 so that it is available upon expiration or release of the applicable lock-up period. No Holder shall sell, offer to sell, pledge or otherwise transfer any Registrable Securities pursuant to any Registration Statement filed under this Agreement in contravention of its Lock-up Agreement. In addition, in the event of any Underwritten Offering hereunder, each Holder participating in such Underwritten Offering agrees to execute customary lock-up agreements as reasonably requested by the managing Underwriter(s), on terms consistent with the lock-up undertakings customary for similar offerings; provided that (i) the duration of any such lock-up shall not exceed 60 days from the date of the applicable prospectus or pricing (as agreed with the managing Underwriter(s)) (ii) such lock-up shall apply only if all directors and executive officers of the Company and all Holders of more than ten percent (10%) of the outstanding Class A Ordinary Shares are subject to substantially similar restrictions, and (iii) any early release or waiver granted to any such person shall apply pro rata to all Holders so bound..
ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
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4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.
4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE V
MISCELLANEOUS
5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 520 Newport Center Drive, Suite 470, Newport Beach, CA 92660, Attn: Michel Tamer, Chief Executive Officer, Email: tamer.m@northstrive.com, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective upon delivery of such notice as provided in this Section 5.1.
5.2 Assignment; No Third Party Beneficiaries.
5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.
5.2.2 A Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to a Permitted Transferee who agrees to become bound by the terms of this Agreement and the transfer restrictions set forth in this Agreement.
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5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 4.1 hereof.
5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.
5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, (a) any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected and (b) any amendment hereto or waiver hereof that adversely affects the rights of the Holders of Amalgamation Consideration Shares or Debenture Exchange Shares, as a group, shall require the written consent of the Holders of a majority in interest of the Registrable Securities held by such Holders. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
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5.6 Other Registration Rights. The Company represents and warrants that, except for registration rights granted pursuant to this Agreement, no person has any right to require the Company to register any securities of the Company for sale or to include such securities in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. The Company further represents and warrants that this Agreement amends, restates and supersedes the Prior Agreement in its entirety, and that in the event of any conflict between this Agreement and any other registration rights agreement, side letter or similar agreement, the terms of this Agreement shall prevail.
5.7 Term. This Agreement shall terminate upon the date as of which (i) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (ii) the tenth (10th) anniversary of the Effective Date or (iii) the date as of which the Holders cease to hold any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.
5.8 Joinder of Additional Holders. From and after the date hereof, each Lock-up Company Shareholder, each holder of Debenture Exchange Shares, Panthers and each other person entitled to Registrable Securities in connection with the Business Combination shall execute and deliver to the Company a joinder agreement in form reasonably satisfactory to the Company (each, a “Joinder”). Upon execution and delivery of a Joinder, such person shall become a party to this Agreement and shall be deemed a Holder for all purposes hereunder with respect to the Registrable Securities set forth therein, effective as of the Effective Date or such later date as such person acquires Registrable Securities, and shall be added to Schedule A. The Company shall maintain and update Schedule A to reflect each such Joinder.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
| THE COMPANY: | ||
| Nuclea Energy Holding Inc. | ||
| By: | ||
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
| HOLDERS: | ||
| NORTHSTRIVE SPONSOR I LLC | ||
| By: | ||
| Name: | George Kovalyov | |
| Title: | Managing Member | |
| GB CAPITAL LTD. | ||
| By: | ||
| Name: | Graydon Bensler | |
| Title: | Director | |
| NORTHSTRIVE COMPANIES INC. | ||
| By: | ||
| Name: | Braeden Lichti | |
| Title: | Chief Executive Officer | |
| By: | ||
| Michel Tamer, individually | ||
| PANTHERS CAPITAL MANAGEMENT LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Amended and Restated Registration Rights Agreement]
| By: | ||
| James Dawson, individually | ||
| By: | ||
| Dane May, individually | ||
| By: | ||
| Gust Kepler, individually | ||
| By: | ||
| Jeffrey Parry, individually | ||
| By: | ||
| George Kovalyov, individually | ||
| By: | ||
| David Goertz, individually |
[Signature Page to Amended and Restated Registration Rights Agreement]
Schedule A
HOLDERS
Exhibit 10.4
FORM OF LOCK-UP AGREEMENT
[Date]
Nuclea-X Inc.
2425 Skymark Ave., Unit 5
Mississauga, Ontario, Canada L4W 4Y6
Attn: [*]
Ladies and Gentlemen:
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement dated as of October 30, 2026 (the “Business Combination Agreement”) entered into by and among NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “SPAC”), Nuclea Energy Inc., a company incorporated under the BCBCA (the “Company”), and 1614485 B.C. Ltd., a company incorporated under the BCBCA (the “Amalgamation Sub”). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Business Combination Agreement.
In order to induce the SPAC and the Amalgamation Sub to proceed with the transactions contemplated by the Business Combination Agreement (the “Transactions”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Shareholder”) hereby agrees with the SPAC as follows (the Shareholder and the SPAC collectively the “Parties” and each individually a “Party”):
1. Subject to the exceptions set forth herein, the Shareholder agrees not to, without the prior written consent of the board of directors of the SPAC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any SPAC Shares held by it immediately after the Closing, any SPAC Shares issuable upon the exercise of any rights, options, warrants or other securities to purchase any SPAC Shares held by it immediately after the Closing, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any SPAC Shares held by it immediately after the Closing (collectively, the “Subject Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Subject Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”) for the period (the “Lock-Up Period”) commencing on the Amalgamation Effective Time and until the earlier of (i) the date that is one hundred and eighty (180) days after the Closing, or (ii) the date on which the SPAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares or other equity securities of the SPAC for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the SPAC Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing from the Closing, all of the Subject Securities will be released from the foregoing restrictions.
2. The restrictions set forth in paragraph 1 shall not apply to:
| (i) | if the Shareholder is not an individual, in the case of an entity, Transfers to a shareholder, partner, member or direct or indirect affiliate (within the meaning set forth in Rule 405 under Securities Act) of the Shareholder; | |
| (ii) | if the Shareholder is an individual, Transfers by gift to members of the individual’s immediate family (as defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; | |
| (iii) | if the Shareholder is an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; | |
| (iv) | if the Shareholder is an individual, Transfers pursuant to a qualified domestic relations order; | |
| (v) | if the Shareholder is not an individual, Transfers by virtue of the laws of the jurisdiction of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; | |
| (vi) | Transfers pursuant to transactions relating to the SPAC Shares or other securities convertible into or exercisable or exchangeable for the SPAC Shares acquired in open market transactions after the Closing; | |
| (vii) | Transfers to the SPAC pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the SPAC or the Company or forfeiture of the Shareholder’s shares in the SPAC or the Company or other securities convertible into or exercisable or exchangeable for shares in the SPAC or the Company in connection with the termination of the Shareholder’s service to the SPAC or the Company; | |
| (viii) | Transfers pursuant to transactions in the event of completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares for cash, securities or other property; and | |
| (ix) | Transfers pursuant to transactions to satisfy any U.S. federal, state, or local income tax obligations of the Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties thereto, and such change prevents the Transactions from qualifying as a “reorganization” pursuant to Section 368 or qualifying as a nonrecognition exchange described in Section 351(a) of the Code (and the Transactions do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes). |
| 2 |
provided, however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written agreement, in substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Shareholder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Shareholder; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.
3. The Shareholder hereby represents and warrants that such Shareholder has full power and authority to enter into this Letter Agreement and that this Letter Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms. Upon request, the Shareholder will execute any additional documents necessary in connection with enforcement hereof, provided that the terms of any such additional document shall not impose any additional restrictions or obligations on the Shareholder. Any obligations of the Shareholder shall be binding upon the successors and assigns of the Shareholder from and after the date hereof.
4. This Letter Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all of the Parties.
5. No Party may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Shareholder and each of its respective successors, heirs and assigns and permitted transferees.
6. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Article VII of the Business Combination Agreement (Dispute Resolution) shall apply mutatis mutandis hereunder.
7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.
8. This Letter Agreement shall terminate upon expiration of the Lock-Up Period.
[remainder of page intentionally left blank]
| 3 |
| Very truly yours, | |
| Signature | |
| Print Name | |
| Position (if Shareholder is not an individual) | |
| Address for Notice: | |
|
| 4 |
Exhibit 10.5
Execution Version
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 30, 2026, is made and entered into by and among the undersigned investor (“Buyer”), NorthStrive Sponsor I LLC, a Delaware limited liability company (“Seller”), NorthStrive Acquisition Corp. I, an exempted company incorporated under the laws of the Cayman Islands (the “SPAC”).
Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating to the registration statement on Form S-1 of the SPAC first filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 22, 2026, as amended and as declared effective on August 17, 2026, and as may be supplemented or post-effectively amended from time to time (the “Registration Statement”).
RECITALS
WHEREAS, the SPAC was incorporated on April 27, 2026, and consummated an initial public offering of its units on August 19, 2026, generating gross proceeds of $100,000,000 (the “IPO”);
WHEREAS, the Class A ordinary shares, par value $0.0001 per share, of the SPAC (“Class A Shares”), and associated warrants to purchase Class A Shares (“Listed Warrants”), and units of the SPAC are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “NSAI”, “NSAIW” and “NSAIR”, respectively;
WHEREAS, Seller is the sponsor of the SPAC, and as of the date hereof, owns 2,170,713 Class B ordinary shares, par value $0.0001 per share, of the SPAC (“Class B Shares”);
WHEREAS, Seller, as of the date hereof, holds no warrants other than the 231,750 Class A Shares included in the private placement units purchased in connection with the IPO (the “Private Placement Warrants”);
WHEREAS, on October 30, 2026, the SPAC, Nuclea Energy, Inc., a corporation incorporated under the laws of British Columbia (the “Target”), and 1614485 B.C. Ltd., a company incorporated under the laws of British Columbia and a wholly-owned subsidiary of the SPAC, entered into that certain Business Combination Agreement (the “Business Combination Agreement”) providing for a business combination (the “Business Combination”; the consummation of the Business Combination being referred to herein as the “BC Closing”);
WHEREAS, in connection with the IPO, the SPAC established a trust account (the “Trust Account”) for the sole benefit of its public shareholders;
WHEREAS, Seller wishes to sell, assign, transfer, convey and deliver, and Buyer wishes to purchase from Seller, 1,400,000 Class B ordinary shares of the SPAC held by Seller (the “Transferred Shares”) in two tranches as set forth herein, subject to the terms and conditions set forth herein; and
WHEREAS, in connection with this Agreement, the SPAC and Buyer are, as of even date herewith, entering into the following additional agreements (the “Additional Agreements”):
| ● | Joinder Agreement by and between the SPAC and Buyer (the “Registration Rights Joinder”) in connection with that certain Registration Rights Agreement, dated as of August 17, 2026, by and among the SPAC, the Seller and D. Boral Capital LLC (the “Registration Rights Agreement”); and | |
| ● | Joinder Agreement, by and between the SPAC and Buyer (the “Letter Agreement Joinder”) in connection with that certain Letter Agreement, dated as of August 17, 2026, by and among the SPAC, the Seller, and the other parties thereto (the “Letter Agreement”). |
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound by the terms hereof, agree as follows:
Article I.
PURCHASE AND SALE
Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Transferred Shares for the consideration specified in Section 1.02 and in two tranches as set forth in Section 1.03. The Transferred Shares shall be free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance (“Encumbrance”), other than any encumbrances that may exist as a result of applicable securities laws, the Letter Agreement, the Registration Rights Agreement, and the Articles and other governing documents of the SPAC (collectively, the “Permitted Encumbrances”).
Section 1.02 Purchase Price. The purchase price for the Transferred Shares shall be $0.0058 per Transferred Share, for an aggregate purchase price of up to $8,120.00 (the “Aggregate Purchase Price”). The portion of the Aggregate Purchase Price payable at each Closing (as defined below) shall be paid by Buyer in cash by wire transfer of immediately available funds to an account designated in writing by Seller.
Section 1.03 Closings. The closings of the transactions contemplated by this Agreement shall occur in the following two tranches (each, a “Closing”):
(a) Tranche 1 Closing. The 700,000 Transferred Shares comprising the first tranche (the “Tranche 1 Shares”) shall be deemed earned by, and available for purchase by, Buyer if and only if Buyer and the Sinamor Investors (as defined in Section 1.03(b)) shall have funded into the Target a bridge financing of equity (the “Bridge Financing”) in an aggregate amount of not less than ten million dollars ($10,000,000) at or prior to the BC Closing (the “Tranche 1 Financing Condition”). The Tranche 1 Financing Condition is a separate and independent condition from the Tranche 2 financing threshold set forth in Section 1.03(b), and the Bridge Financing counted toward the Tranche 1 Financing Condition shall not count toward, and shall be disregarded for purposes of, the $25,000,000 threshold and the pro rata calculation under Section 1.03(b). For the avoidance of doubt, (i) only Bridge Financing actually funded by Buyer and the Sinamor Investors shall count toward the Tranche 1 Financing Condition, and no financing or capital provided, arranged or sourced by D. Boral Capital LLC, the SPAC, the Seller, the Target or any of their respective affiliates or representatives, or by any other person or entity that is not Buyer or a Sinamor Investor (except financing provided to the Target by the Buyer and Sinamor Investors), shall count toward the Tranche 1 Financing Condition; and (ii) the Tranche 1 Financing Condition is all-or-nothing, such that if Buyer and the Sinamor Investors have not funded into the Target the full ten million dollars ($10,000,000), Buyer shall not be entitled to purchase any of the Tranche 1 Shares. If the Tranche 1 Financing Condition has been satisfied, then prior to or simultaneously with the BC Closing Buyer shall purchase, and Seller shall sell, the Tranche 1 Shares for a purchase price of $4,060.00 (the “Tranche 1 Closing”), and the Tranche 1 Closing shall occur concurrently with the BC Closing.
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(b) Tranche 2 Closing. Up to an additional 700,000 Transferred Shares (the “Tranche 2 Shares”) shall be available for purchase by Buyer on a pro rata basis as follows, as a separate and independent condition from the Tranche 1 Financing Condition. For purposes of this Agreement, (i) “Sinamor Investors” means Buyer’s nominees, members and/or limited partners that provide Bridge Financing and/or Sinamor Additional Financing; provided that the Seller, may claim that an investor does not constitute a Sinamor Investor by providing to the Buyer a notice disqualifying such investor together with evidence supporting the Seller’s claim that the investor was made aware of the investment opportunity by someone other than the Buyer and its affiliates. In the event, the Seller’s claim is duly supported by appropriate documentation such investor shall not constitute a Sinamor Investor, and (ii) “Sinamor Additional Financing” means equity, debt, bridge, PIPE, non-redemption, trust retention or other financing or capital commitments provided to the Target, the SPAC or any of their respective affiliates by Buyer or any Sinamor Investor in connection with the Business Combination; provided that Sinamor Additional Financing shall not include any Bridge Financing counted toward the Tranche 1 Financing Condition. For the avoidance of doubt, Tranche 1 is separate from Tranche 2, and no Bridge Financing counted toward the Tranche 1 Financing Condition, and no amount raised in respect of Tranche 1, shall count toward the $25,000,000 threshold under this Section 1.03(b) or the pro rata calculation. At such time as the aggregate amount of Sinamor Additional Financing provided by Buyer and the Sinamor Investors reaches $25,000,000 or more (and thereafter at any subsequent increments), Buyer shall be entitled to purchase the number of Tranche 2 Shares corresponding to Buyer’s pro rata share of such aggregate Sinamor Additional Financing. For the avoidance of doubt, only Sinamor Additional Financing actually funded by Buyer and the Sinamor Investors shall count toward the $25,000,000 threshold and the pro rata calculation, and no financing or capital provided, arranged or sourced by D. Boral Capital LLC, the SPAC, the Seller, the Target (except financing provided to the Target by the Buyer and Sinamor Investors) or any of their respective affiliates or representatives, or by any other person or entity that is not Buyer or a Sinamor Investor, shall count toward such threshold or calculation. By way of illustration, and without regard to whether the Tranche 1 Financing Condition has been satisfied, if Buyer and the Sinamor Investors raise and fund $12,500,000 of Sinamor Additional Financing (being 50% of the $25,000,000 required to earn all 700,000 Tranche 2 Shares), Buyer would be entitled to purchase 350,000 Tranche 2 Shares. Each closing of Tranche 2 Shares shall occur, as to the number of Tranche 2 Shares then earned, within five (5) business days following satisfaction of the applicable pro rata financing threshold (each, a “Tranche 2 Closing”), subject to the prior or concurrent occurrence of the BC Closing.
If any Closing (being a Tranche 1 Closing or a Tranche 2 Closing) has not occurred on or before the second anniversary of the BC Closing (i.e., the date that is two (2) years after the BC Closing) (the “Outside Date”), the obligations of Seller to sell, and Buyer to purchase, any Transferred Shares not yet delivered at or prior to such date shall automatically terminate without liability of any party to any other party.
Section 1.04 Buyer’s Acknowledgment. Buyer acknowledges that, upon the BC Closing, all Class B Shares (including any Transferred Shares not yet delivered to Buyer) will convert into Class A Shares (or a corresponding class of equity of the SPAC following the Business Combination) in accordance with the SPAC’s organizational documents, and that such shares will continue to be treated as founder shares for all purposes, including under the SPAC’s organizational documents, the Letter Agreement, and the Registration Rights Agreement.
Section 1.05 Buyer’s Closing Conditions. The obligations of Buyer in connection with each Closing are subject to the satisfaction (or Buyer’s waiver, in Buyer’s sole discretion) of the following conditions:
(a) the BC Closing shall have occurred or shall occur concurrently with such Closing;
(b) for any Tranche 2 Closing, the Sinamor Additional Financing threshold corresponding to the Tranche 2 Shares being purchased at such Closing shall have been satisfied in accordance with Section 1.03(b); and
(c) the representations and warranties of Seller and the SPAC contained in Article II shall be true and correct in all material respects as of such Closing (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date), and each of Seller and the SPAC shall have performed in all material respects its covenants and agreements under this Agreement required to be performed at or prior to such Closing.
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Section 1.06 Seller’s Closing Conditions. The obligations of Seller in connection with each Closing are subject to the satisfaction (or Seller’s waiver) of the following conditions:
(a) the BC Closing shall have occurred or shall occur concurrently with such Closing;
(b) Buyer shall have (i) paid the portion of the Aggregate Purchase Price corresponding to the Transferred Shares being purchased at such Closing in cash by wire transfer of immediately available funds, and (ii) duly executed and delivered the Registration Rights Joinder and the Letter Agreement Joinder (or confirmed in writing that previously executed and delivered joinders remain in full force and effect).
Section 1.07 Adjustments. If, between the date hereof and the Closing, the outstanding Class A Shares or Class B Shares of the SPAC are changed into a different number or kind of shares or securities by reason of any stock split, reverse stock split, recapitalization, reclassification, combination, exchange of shares, or other similar transaction, the number of Transferred Shares to be delivered at Closing and the Purchase Price per share shall each be appropriately and proportionately adjusted to give Buyer and Seller the same economic effect as contemplated by this Agreement immediately prior to such transaction.
Article II.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller and the SPAC hereby represent and warrant to Buyer that each of the representations and warranties contained in this Article II is true, correct, and complete, in all material respects, as of the date hereof and as of each Closing Date, except for representations and warranties made as of a specified date.
Section 2.01 Organization and Authority; Enforceability. Each of Seller and the SPAC is an entity duly incorporated or organized, validly existing, and in good standing with its state or jurisdiction of incorporation or organization. Seller has full power and authority to enter into this Agreement, the applicable Additional Agreements, and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by the SPAC and Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions to which it is a party, which are contemplated hereby and thereby, have been duly authorized by all requisite action on its part (or its governing body, if applicable). This Agreement and the documents to be delivered hereunder have been duly executed and delivered by the SPAC and Seller, and, assuming due authorization, execution, and delivery by Buyer, this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of the SPAC and Seller, enforceable against the SPAC and Seller in accordance with their respective terms.
Section 2.02 No Conflicts. The execution, delivery, and performance by Seller of this Agreement and the documents to be delivered hereunder, including the Additional Agreements, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with or constitute a default under any organizational documents of the SPAC or Seller, including any operating agreement of Seller; (b) violate or conflict with any rule of the statute, law, Nasdaq, the SEC or any other ordinance, rule, or regulation applicable to the SPAC or Seller; (c) violate or conflict with or result in a violation or breach of any provision of any material agreement to which Seller or the SPAC is a party, or (d) result in the creation or imposition of any Encumbrance on the Transferred Shares, other than the Permitted Encumbrances. Notwithstanding the foregoing, immaterial violations or conflicts which do not result in financial liability to the SPAC or adversely affect the validity of the consummation of the transactions contemplated hereby shall be deemed not to cause the representations and warranties contained solely in Section 2.02 to be untrue in any material respect.
Section 2.03 Consents and Approvals. Seller has obtained all consents, approvals, waivers, or authorizations required to be obtained by it from any Person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Seller of this Agreement, the Additional Agreements and the consummation of the transactions contemplated hereby, including approval by the SPAC’s board of directors. For purposes of this Agreement, the term “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
Section 2.04 Transferred Shares.
(a) At each Closing, the Transferred Shares delivered at such Closing will be duly authorized, fully paid, validly issued, non-assessable, and were issued in compliance with applicable securities laws or exemptions therefrom and are not subject to or in violation of any preemptive or similar rights of any Person.
(b) Seller is the sole legal, record, and equitable owner of the Transferred Shares, free and clear of all Encumbrances other than Permitted Encumbrances. Upon the sale of the Transferred Shares contemplated herein, Buyer will receive good and valid legal title to, and full beneficial ownership of, the Transferred Shares delivered at such Closing, free and clear of all Encumbrances other than Permitted Encumbrances.
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Section 2.05 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller or the SPAC.
Section 2.06 No General Solicitation. Neither the SPAC nor, to the SPAC’s knowledge, the Seller or any person acting on behalf of the SPAC or the Seller have, directly or indirectly, offered or sold any of the Transferred Shares or solicited any offers to buy any Transferred Shares, under any circumstances that would require registration under the Securities Act of the offer and sale of the Transferred Shares, including by any form of general solicitation or general advertising.
Article III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the statements contained in this Article III are true, complete and correct in all material respects as of the date hereof and as of the Closing Date, except for representations and warranties made as of a specified date. For purposes of this Article III, “Buyer’s knowledge,” “knowledge of Buyer” and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, as if such officers and directors shall have made diligent inquiry of the matters presented, or a reasonably prudent individual operating in the capacity of an officer or director could be expected to discover or otherwise become aware of such a fact or matter.
Section 3.01 Organization and Authority of Buyer; Enforceability. Buyer is duly organized, validly existing, and in good standing with the state of its formation. Buyer has full power and authority to enter into this Agreement, the applicable Additional Agreements, and the documents to be delivered hereunder, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and, assuming due authorization, execution, and delivery by Seller and the SPAC, this Agreement and the documents to be delivered hereunder constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms.
Section 3.02 No Conflicts; Consents. The execution, delivery, and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to Buyer. No consent, approval, waiver, or authorization is required to be obtained by Buyer from any Person or entity (including any governmental authority) in connection with the execution, delivery, and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby.
Section 3.03 Investment Purpose. Buyer is acquiring the Transferred Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Transferred Shares are not registered under the Securities Act, or registered under any state securities laws, and that the Transferred Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.
Section 3.04 Accredited Investor. The Buyer hereby represents and warrants that it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the securities offered under this Agreement, is making the investment for its own account (or for one or more accounts with respect to which it exercises sole investment discretion) and for investment purposes only and not with a view to distribution, is able to bear the economic risk of such investment, and can afford a complete loss of such investment.
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Section 3.05 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.
Section 3.06 Legal Proceedings. There is no Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.
Article IV.
COVENANTS
Section 4.01 Transfer Restrictions; Insider Documents. Buyer acknowledges and agrees that the Transferred Shares (and the Class A Shares into which they will convert) are subject to the transfer restrictions, lockup, forfeiture, voting commitments and other obligations set forth in the Letter Agreement, the Registration Rights Agreement and the Articles and other organizational documents of the SPAC. Buyer shall be bound by such provisions as if an original signatory thereto. Any certificate or book-entry notation evidencing the Transferred Shares shall bear a customary restrictive legend reflecting the foregoing and the restrictions on transfer under the Securities Act.
Section 4.02 Confidentiality; Publicity; Trading. Buyer shall, and shall cause its affiliates and representatives to, (a) hold in strict confidence all non-public information concerning Seller, the SPAC, the Target or the Business Combination (collectively, “Confidential Information”), and use such information solely to perform this Agreement, except (i) to representatives who have a need to know and are bound by confidentiality obligations substantially consistent with this Section 4.02, (ii) as required by applicable law or stock exchange rule, or (iii) with Seller’s prior written consent; (b) not issue any press release or make any other public communication regarding this Agreement, any party hereto or the Business Combination without the prior written consent of Seller and the SPAC, except as required by applicable law or stock exchange rule; and (c) until the public announcement of the Business Combination or the termination of this Agreement, not, directly or indirectly, purchase, sell, pledge, hedge or otherwise transact in any securities of the SPAC on the basis of Confidential Information.
Section 4.03 Termination for Breach or Misconduct. In addition to the automatic termination provisions in Section 1.03, Seller (and, as applicable, the SPAC and the Target) may terminate this Agreement, and Buyer’s right to purchase any Transferred Shares not yet delivered hereunder, upon written notice to Buyer in the event of (i) any material breach by Buyer of this Agreement or any related agreement, which breach, if curable, remains uncured for ten (10) business days after written notice thereof, or (ii) gross negligence or willful misconduct by Buyer or any of its affiliates, representatives or nominees in connection with this Agreement, the Business Combination or the transactions contemplated hereby or thereby. Upon any termination of this Agreement, this Agreement shall become void and have no further force or effect; provided that (A) no such termination shall relieve any party of liability for fraud or any willful and material breach occurring prior to such termination, and (B) Section 4.02 (Confidentiality; Publicity; Trading), Section 5.16 (Waiver Against Trust) and this Section 4.03 shall survive termination.
Article V.
MISCELLANEOUS
Section 5.01 Expenses. Except as otherwise specifically stated herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
Section 5.02 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
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Section 5.03 Notices. All notices, Claims, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.03):
If to Buyer:
Sinamor LLC
Attn: Anastasia Livson, Authorized Signatory
Email: anastasia_livson@yahoo.com
If to Seller or the SPAC:
c/o NorthStrive Sponsor I LLC
520 Newport Center Drive, Suite 470
Newport Beach, CA 92660
Attn: Graydon Bensler, as Chief Executive Officer of PMGC Holdings Inc. (sole member)
Email: bensler.g@pmgcholdings.com
Section 5.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section 5.05 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify the Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Section 5.06 Entire Agreement. This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the terms and provisions in the body of this Agreement and those in the documents delivered in connection herewith and the Exhibits hereto, the terms and provisions in the body of this Agreement shall control.
Section 5.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the parties may assign their respective rights or obligations hereunder without the prior written consent of the other parties. No assignment shall relieve the assigning party of any of its obligations hereunder.
Section 5.08 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Section 5.09 Amendment and Modification. This Agreement may be amended, modified, or supplemented only by a written agreement signed by each party hereto.
Section 5.10 Cumulative Remedies. The rights and remedies provided in this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
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Section 5.11 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Section 5.12 Governing Law. All matters arising out of or relating to this Agreement and all related documents shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision.
Section 5.13 Submission to Jurisdiction. Any Action arising out of or related to this Agreement or the transactions contemplated hereby may be instituted only in the federal courts of the United States of America or the courts of the State of New York, in each case located in the Borough of Manhattan in New York City, State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such Action. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Section 5.14 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section 5.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Section 5.16 Waiver Against Trust. Buyer hereby agrees, on behalf of itself and its Affiliates (Buyer, together with its Affiliates, the “Buyer Parties”), that, notwithstanding anything to the contrary in this Agreement, solely in its capacity as a holder of Transferred Shares (and not in its capacity as a holder of any Class A Shares constituting Public Shares), neither Buyer nor any other member of the Buyer Parties shall have or shall at any time thereafter have any Claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Seller, the SPAC or their respective Affiliates, on the one hand, and Buyer or its Affiliates, on the other hand, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Trust Released Claims”). Buyer, on behalf of itself and the other members of the Buyer Parties, hereby irrevocably waives any Trust Released Claims that Buyer or any other member of the Buyer Parties may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with Buyer, Seller, the SPAC or their respective Affiliates). Buyer agrees and acknowledges that such irrevocable waiver by it is material to this Agreement and specifically relied upon by Seller and its Affiliates to induce it to enter into this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable against Buyer and each other member of the Buyer Parties under applicable law. Notwithstanding anything to the contrary in this Section 5.16, the foregoing waiver shall not limit, waive, release, or otherwise affect Buyer’s right (in its capacity as a public shareholder of the SPAC) to receive (i) pro-rata distributions from the Trust Account in respect of any Class A Shares constituting Public Shares (but, for the avoidance of doubt, excluding the Transferred Shares) in connection with any redemption of such Class A Shares constituting Public Shares pursuant to the SPAC’s organizational documents or in connection with the dissolution or liquidation of the SPAC, and (ii) any distributions in respect of any termination fee, expense reimbursement, or similar payment received by the SPAC from any third party that is, by the terms of such payment or by operation of the SPAC’s organizational documents, payable to or distributable among the holders of Class A Shares generally, provided that the foregoing limitation shall not limit any obligation of Buyer pursuant to any separate non-redemption or trust retention agreement relating to Class A Shares to which it is a party.
[Remainder of page intentionally left blank; signature pages follow]
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IN WITNESS WHEREOF, the SPAC has caused this Agreement to be executed as of the date first written above.
| SPAC: | ||
| NORTHSTRIVE ACQUISITION CORP. I | ||
| By: | /s/ Michel Tamer | |
| Name: | Michel Tamer | |
| Title: | Chief Executive Officer | |
[Signature Page to Securities Purchase Agreement]
IN WITNESS WHEREOF, Seller has caused this Agreement to be executed as of the date first written above.
| SELLER: | ||
| NORTHSTRIVE SPONSOR I LLC | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Chief Executive Officer of PMGC Holdings Inc., sole member of Seller | ||
[Signature Page to Securities Purchase Agreement]
IN WITNESS WHEREOF, Buyer has executed or caused this Agreement to be executed by its duly authorized representative as of the date first above written.
| BUYER: | ||
| SINAMOR LLC | ||
| By: | /s/ Anastasia Livson | |
| Name: | Anastasia Livson | |
| Title: | Authorized Signatory | |
[Signature Page to Securities Purchase Agreement]
Exhibit 99.1
NorthStrive Acquisition Corp I Announces Business Combination with Nuclea Energy
| ● | The proposed business combination values Nuclea Energy at an enterprise value of $350 million, subject to adjustments at closing | |
| ● | The transaction is expected to close in the first half of 2027 | |
| ● | Nuclea is developing advanced nuclear technologies to support growing demand for reliable, carbon-free electricity, driven in part by the expansion of data centers and other energy-intensive industries |
Newport Beach, California, November 2, 2026 (GLOBE NEWSWIRE)
Nuclea Energy Inc. (“Nuclea”), a company developing advanced nuclear technologies, and NorthStrive Acquisition Corp I (Nasdaq: NSAI, NSAIU, NSAIW, NSAIR) (“NSAC I”), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “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 (the “Proposed Transaction”), NSAC I is expected to be renamed Nuclea-X Inc. (the “Combined Company”) and to list on The Nasdaq Stock Market LLC (“Nasdaq”). The Proposed Transaction implies an enterprise value for Nuclea of $350 million, subject to adjustments at closing.
Headquartered in Mississauga, Ontario, Nuclea Energy Inc. is a company developing advanced nuclear technology dedicated to delivering clean, reliable energy. The company’s flagship innovation is the Morpheus Micro Modular Reactor (MMR), a transportable, factory-built, lead-cooled, graphite-moderated system scalable from 3.5 MWe to 50 MWe. Through its pending acquisition of Moltex, Nuclea aims to pioneer a closed nuclear fuel cycle business. By integrating the proprietary WATSS spent nuclear fuel recycling process with a diverse reactor portfolio including the Stable Salt Reactor-Wasteburner (SSR-W) Small Modular Reactor (SMR) and the Morpheus, Nuclea aims to commercialize sustainable waste recycling and next-generation zero-emission global power.
The closing of the Proposed Transaction is subject to the satisfaction or waiver of certain closing conditions, including customary closing conditions such as approval by the shareholders of NSAC I and Nuclea, the registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval of the Combined Company’s listing on Nasdaq, as well as additional conditions, including completion of the Moltex Acquisition (including clearance under the U.K. National Security and Investment Act 2021 and receipt of required export control licenses and other governmental authorizations), dissent rights not having been exercised with respect to more than 5% of Nuclea’s shares and the satisfaction of a minimum cash condition.
Josef Freundorfer, Chief Executive Officer of Nuclea, commented: “This transaction is a pivotal milestone for Nuclea. We believe the public company platform and capital from this combination with NSAC I will help us accelerate the development of our Morpheus reactor and pioneer a closed nuclear fuel cycle through our pending acquisition of Moltex. We believe we are uniquely positioned to deliver the sustainable, zero-emission power that data centers and other energy-intensive industries increasingly demand.”
Michel Tamer, Chief Executive Officer of NSAC I, commented: “We set out to identify a business serving high-growth markets across industrials and critical supply chains, with the potential to create lasting shareholder value,” said Michel Tamer, CEO of NorthStrive Acquisition Corp I and Head of M&A at NorthStrive Companies. “We believe Nuclea’s advanced nuclear technology and pending acquisition in nuclear fuel recycling deliver on that vision and reflect NorthStrive’s investment approach.”
Transaction Overview
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 (British Columbia), 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 $350 million, 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 (excluding bridge financing proceeds) and by NSAC I transaction expenses above $1.5 million, 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: (i) achieves criticality in a molten salt reactor or criticality of recycled nuclear fuel (Class A Earnout Shares); (ii) receives acceptance of a license or permit to construct from a nuclear regulator for a demonstration nuclear facility (Class B Earnout Shares); and (iii) receives approvals for at least $100 million of grants, government funding (including government loans) or other non-dilutive project financing (Class C Earnout Shares).
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 LLC, NSAC I’s sponsor, and Sinamor LLC have entered into a support agreement with NSAC I and Nuclea. Sinamor LLC 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 Chief Executive Officer 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.
Additional information about the Proposed Transaction, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by NSAC I with the SEC and available at www.sec.gov.
Advisors
D. Boral Capital LLC (“D. Boral”) is acting as Financial and Capital Markets advisors to NorthStrive Acquisition Corp I. Sichenzia Ross Ference Carmel LLP is acting as U.S. legal advisor and Carey Olsen is acting as Cayman Islands legal advisor to NSAC I. Cozen O’Connor LLP is acting as Canadian legal advisor to NSAC I. Houlihan Capital, LLC provided a fairness opinion to the Board of Directors of NSAC I dated October 29, 2026. Mintz LLP is acting as legal advisor to Nuclea. Panthers Capital Management LLC is acting as advisor to Nuclea. NorthStrive Companies Inc., is acting as business and M&A advisors to NSAC I., GB Capital Ltd., is acting as financial advisors to NSAC I.
About Nuclea Energy Inc.
Headquartered in Mississauga, Ontario, Nuclea Energy Inc. is an advanced nuclear technology company dedicated to delivering clean, reliable energy. The company’s flagship innovation is the Morpheus Micro Modular Reactor (MMR), a transportable, factory-built, lead-cooled, graphite-moderated system scalable from 3.5 MWe to 50 MWe. Through its pending acquisition of Moltex, Nuclea aims to pioneer a closed nuclear fuel cycle business. By integrating the proprietary WATSS spent nuclear fuel recycling process with a diverse reactor portfolio including the Stable Salt Reactor-Wasteburner (SSR-W) Small Modular Reactor (SMR) and the Morpheus, Nuclea aims to commercialize sustainable waste recycling and next-generation zero-emission global power. For more information, visit www.nuclea.energy.
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About NorthStrive Acquisition Corp I (Nasdaq: NSAI)
NorthStrive Acquisition Corp I is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. NSAC I completed its initial public offering of $100 million on August 19, 2026, and is sponsored by NorthStrive Sponsor I LLC, a wholly owned subsidiary of PMGC Holdings Inc. (Nasdaq: ELAB).
Additional Information and Where to Find It
For additional information on the Proposed Transaction, see NSAC I’s Current Report on Form 8-K, which will be filed concurrently with this press release. In connection with the Proposed Transaction, NSAC I intends to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a 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.
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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
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