10/22/2026 | Press release | Distributed by Public on 10/22/2026 14:07
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Kovalyov George 120 NEWPORT CENTER DRIVE NEWPORT BEACH, CA 92660 |
X | |||
| /s/ George Kovalyov | 10/22/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Class B ordinary shares (the "Initial Shares") were issued in a private placement to the Initial Shareholders of NorthStrive Acquisition Corp I. (the "Company") prior to the Company's initial public offering. Each Class B ordinary share will automatically convert into one Class A ordinary share at the time of the Company's initial Business Combination (or earlier at the option of the holder), on a one-for-one basis, subject to adjustment, as described in the Company's Amended and Restated Memorandum and Articles of Association and the final prospectus for the Company's initial public offering (File No. 333-297611). |
| (2) | On October 20, 2026, the Reporting Person forfeited and surrendered 11,089 Class B ordinary shares to the Company for cancellation, for no consideration, pursuant to Section 1.4.1 of the Underwriting Agreement, dated August 17, 2026, between the Company and D. Boral Capital LLC, as representative of the several underwriters therein, as amended by Amendment No. 1 to Underwriting Agreement, dated as of October 8, 2026, (the "UA Amendment"). The cancellation became effective on October 20, 2026, with retroactive effect to October 3, 2026. The UA Amendment implements the pro rata allocation of the 629,998-share forfeiture required because the underwriters' Over-allotment Option expired unexercised on October 3, 2026. The Reporting Person's share of that forfeiture (11,089 Initial Shares) was calculated pro rata based on the Initial Shares held by the Reporting Person relative to the aggregate Initial Shares outstanding as set forth in Exhibit A to the UA Amendment. |
| (3) | The Reporting Person is also the Manager of NorthStrive Sponsor I LLC (the "Sponsor"). PMGC Holdings Inc. is the sole member of the Sponsor and holds all membership interests and voting power of the Sponsor. The Reporting Person does not have voting or dispositive power over the securities held by the Sponsor and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any; such securities are not reported herein. |