Current Report Filing (8-k)
29 December 2022 - 8:16AM
Edgar (US Regulatory)
0001834518
false
0001834518
2022-12-23
2022-12-23
0001834518
NSTB:UnitsEachConsistingOfOneShareOfClassaCommonStockandonefifthofoneRedeemableWarrantMember
2022-12-23
2022-12-23
0001834518
NSTB:ClassaCommonStockParValue0.0001PerShareMember
2022-12-23
2022-12-23
0001834518
NSTB:RedeemableWarrantsExercisableForSharesOfClassaCommonStockAtExercisePriceOf11.50PerShareMember
2022-12-23
2022-12-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 23, 2022
NORTHERN STAR INVESTMENT CORP. II
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-39929 |
|
85-3909728 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
c/o
Graubard Miller
The
Chrysler Building
405
Lexington Avenue, 44th Floor
New York, NY 10174
(Address
of Principal Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities
registered pursuant to section 12(b) of the Act:
Title
of Each Class |
|
Trading Symbol(s) |
|
Name
of each exchange
on which registered |
Units,
each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant |
|
NSTB.U |
|
The New York Stock Exchange |
Class A
Common Stock, par value $0.0001 per share |
|
NSTB |
|
The New York Stock Exchange |
Redeemable
warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share |
|
NSTB
WS |
|
The New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
December 23, 2022 and December 27, 2022, Northern Star II Sponsor LLC (the “Sponsor”), the sponsor of Northern Star Investment
Corp. II (the “Company”), entered into agreements (“Non-Redemption Agreements”) with several unaffiliated third
parties in exchange for them agreeing not to redeem an aggregate of 520,391 shares of the Company sold in its initial public offering
(“Non-Redeemed Shares”) at the special meeting called by the Company (the “Meeting”) to approve an extension
of time for the Company to consummate an initial business combination (the “Extension Proposal”) from January 28, 2023 to
July 28, 2023 (the “Extension”). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed
to transfer to such investors an aggregate of 130,098 shares of the Company held by the Sponsor immediately following consummation of
an initial business combination if they continue to hold such Non-Redeemed Shares through the Meeting. The Non-Redemption Agreements
are not expected to increase the likelihood that the Extension Proposal is approved by stockholders but will increase the amount of funds
that remain in the Company’s trust account following the Meeting. The foregoing summary of the Non-Redemption Agreement does not
purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement previously filed by the
Company as Exhibit 10.1 to the Current Report on Form 8-K dated December 22, 2022 and filed on December 23, 2022 and incorporated herein
by reference.
Item
8.01. Other Events
On
December 28, 2022, the Company again adjourned its special meeting of stockholders (the “Special Meeting”), which was originally
scheduled for December 22, 2022 at 10:30 a.m. EDT and subsequently adjourned to December 28, 2022 at 1:30 p.m. EDT, to December 29, 2022
at 5:00 p.m. EDT to allow additional time for the Company to engage with its stockholders and solicit additional votes and redemption
reversals.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings
with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Proposal. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors
and officers in the definitive proxy statement dated December 9, 2022 (the “Proxy Statement”), which may be obtained free
of charge from the sources indicated below.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions 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 or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension Proposal. Stockholders
may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing
a request to the Company’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith,
Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
Dated: December 28, 2022 |
NORTHERN STAR INVESTMENT CORP. II |
|
|
|
|
By: |
/s/ Jonathan
Ledecky |
|
|
Jonathan Ledecky |
|
|
Chief Operating Officer |
3
Northern Star Investment... (NYSE:NSTB)
Historical Stock Chart
From May 2024 to Jun 2024
Northern Star Investment... (NYSE:NSTB)
Historical Stock Chart
From Jun 2023 to Jun 2024