NEW YORK, May 11, 2021 /PRNewswire/ -- Northern Star
Acquisition Corp. ("Northern Star") (NYSE: STIC), a publicly traded
special purpose acquisition company, today announced that its
Annual Meeting of Stockholders (the "Annual Meeting") to consider
the previously announced merger agreement with Barkbox, Inc.
("BARK" or the "Company"), a leading global omni-channel brand for
dogs, has been set for May 28, 2021. Stockholders of record as
of April 5, 2021 (the "Record Date")
are eligible to vote at the Annual Meeting.
Northern Star also announced that the U.S. Securities and
Exchange Commission has declared effective its registration
statement on Form S-4 (as amended, the "Registration Statement"),
which includes a definitive proxy statement/prospectus to be used
in connection with the Annual Meeting. The Registration Statement
is available on BARK's investor website at investors.bark.co and
www.sec.gov, and is being mailed to stockholders of record starting
on or about May 13, 2021.
Joanna Coles, Chairperson and
Chief Executive Officer of Northern Star, said, "We are very
pleased to reach this milestone in BARK's journey to becoming a
public company. BARK has a proven business model, offering high
quality, proprietary products to more than 1.7 million active
BarkBox and Super Chewer subscribers and through numerous, growing
distribution channels. BARK's products, loved by dogs and humans
alike, and high customer engagement have earned the Company strong
brand recognition and a highly loyal customer following. Our
partnership with BARK's passionate and experienced management team
in recent months has furthered our conviction in the long-term
potential for the Company as it extends its leadership position
across the Play, Food, Health and Home categories."
Manish Joneja, Chief Executive
Officer of BARK, added, "Over the course of our merger process with
Northern Star, we have continued to execute our product and
distribution growth strategy, generate record financial and
operational results, and maintain strong business momentum. We
believe the capital that we will receive from this transaction,
combined with our unique data-driven insights, and the knowledge
and creativity of our talented staff, will help speed the expansion
of BARK's established business lines while tapping into the
significant opportunity to scale our newer initiatives in food,
dental care and wellness. As the world's most dog centric company,
we look forward to continuing to promote the health and happiness
of dogs while creating meaningful value for our shareholders."
Upon closing, the combined company is expected to remain listed
on the New York Stock Exchange with its common stock and warrants
trading under the new ticker symbols, "BARK" and "BARK WS",
respectively.
Northern Star recommends all stockholders vote "FOR" ALL
PROPOSALS in advance of the Annual Meeting by telephone, via the
Internet or by signing, dating and returning the proxy card upon
receipt by following the easy instructions on the proxy card.
Your Vote FOR ALL Proposals Is Important, No
Matter How Many or How Few Shares You Own!
If you have any questions or need assistance voting, please
contact D.F. King & Co., Inc. by calling (866) 406-2284 or by
email to BARK@dfking.com.
About BARK
BARK is the world's most dog-centric company, devoted to making
dogs happy with the best products, services and content. BARK's
dog-obsessed team applies its unique, data-driven understanding of
what makes each dog special to design playstyle-specific toys,
wildly satisfying treats and wellness supplements, and dog-first
experiences that foster the health and happiness of dogs
everywhere. Founded in 2012, BARK loyally serves dogs nationwide
with monthly subscription
services, BarkBox and Super Chewer; a curated
e-commerce experience on BarkShop.com; custom collections via
its retail partner network,
including Target and Amazon; wellness products that
meet your dogs' needs with BARK Bright; and a personalized
meal delivery service for dogs BARK Eats. At BARK, we want to
be the people our dogs think we are and promise to be their voice
until every dog reaches its full tail-wagging potential. Sniff
around at bark.co for more information.
About Northern Star Acquisition Corp.
Northern Star Acquisition Corp. is a special purpose acquisition
company whose management team and Board of Directors are composed
of veteran consumer, media, technology, retail and finance industry
executives and founders, including Joanna Coles, Chairperson
and Chief Executive Officer, and Jonathan Ledecky, President
and Chief Operating Officer. Ms. Coles is a creative media and
technology executive who in her previous roles as editor of two
leading magazines and Chief Content Officer of Hearst Magazines
developed an extensive network of relationships at the intersection
of technology, fashion and beauty. Ms. Coles currently serves as a
special advisor to Cornell Capital, a $7 billion private
investment firm, and is on the board at Snap Inc., Sonos, Density
Software, and on the global advisory board of global payments
company Klarna. Mr. Ledecky is a seasoned businessman with over 35
years of investment and operational experience. He has executed
hundreds of acquisitions across multiple industries and raised
over $20 billion in debt and equity. He is also co-owner
of the National Hockey League's New York Islanders franchise. For
additional information, please
visit https://northernstaric.com.
Important Information and Where to Find It
In connection with the proposed merger, Northern Star has filed
the Registration Statement with the Securities and Exchange
Commission ("SEC"), which will be distributed to Northern
Star's stockholders in connection with the solicitation of proxies
for the vote by Northern Star's stockholders with respect to the
merger and certain of the transactions contemplated by the merger
agreement, as well as other matters that are described in the
Registration Statement. INVESTORS AND SECURITY HOLDERS OF NORTHERN
STAR AND BARK ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT, AND
OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders can
obtain free copies of the definitive proxy statement/prospectus and
other documents containing important information about Northern
Star and BARK through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by Northern
Star can be obtained free of charge on Northern Star's website at
https://northernstaric.com or by directing a written request to
Northern Star Acquisition Corp., c/o Graubard Miller, 405 Lexington
Avenue, 11th floor, New York, New
York 10174.
The information contained on, or that may be accessed through,
the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Northern Star, BARK and certain of their respective directors
and executive officers may be deemed participants in the
solicitation of proxies from the shareholders of Northern Star in
favor of the approval of the business combination and related
matters. Shareholders may obtain more detailed information
regarding the names, affiliations and interests of certain of
Northern Star's executive officers and directors in the
solicitation by reading Northern Star's Final Prospectus
dated November 10, 2020, filed with the SEC on November
12, 2020, and the Registration Statement and other relevant
materials filed with the SEC in connection with the business
combination when they become available. Information concerning the
interests of Northern Star's participants in the solicitation,
which may, in some cases, be different than those of their
stockholders generally, is set forth in the Registration
Statement.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Cautionary Statement Regarding Forward Looking
Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words
does not mean that a statement is not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other financial and
performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of BARK's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of BARK. Some
important factors that could cause actual results to differ
materially from those in any forward-looking statements could
include changes in domestic and foreign business, market,
financial, political and legal conditions. These forward-looking
statements are subject to a number of risks and uncertainties; the
inability of the parties to successfully or timely consummate the
merger, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the
expected benefits of the merger is not obtained; failure to realize
the anticipated benefits of the merger; risks relating to the
uncertainty of the projected financial information with respect to
BARK; the risk that spending on pets may not increase at projected
rates; that BARK subscriptions may not increase their spending with
BARK; BARK's ability to continue to convert social media followers
and contacts into customers; BARK's ability to successfully expand
its product lines and channel distribution; competition; the
uncertain effects of the COVID-19 pandemic; and those factors
discussed in the Registration Statement and the other documents of
Northern Star filed, or to be filed, with SEC. If any of these
risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Northern Star nor BARK presently know or that Northern Star
and BARK currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements.
In addition, forward-looking statements reflect Northern Star's
and BARK's expectations, plans or forecasts of future events and
views as of the date of this press release. Northern Star and BARK
anticipate that subsequent events and developments will cause
Northern Star's and BARK's assessments to change. However, while
Northern Star and BARK may elect to update these forward-looking
statements at some point in the future, Northern Star and BARK
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Northern Star's and BARK's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond Northern Star's and BARK's control. While
all projections are necessarily speculative, Northern Star and BARK
believe that the preparation of prospective financial information
involves increasingly higher levels of uncertainty the further out
the projection extends from the date of preparation. The
assumptions and estimates underlying the projected results are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of
projections in this communication should not be regarded as an
indication that Northern Star and BARK, or their respective
representatives and advisors, considered or consider the
projections to be a reliable prediction of future events.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
in an investment in Northern Star and is not intended to form the
basis of an investment decision in Northern Star. All subsequent
written and oral forward-looking statements concerning Northern
Star and BARK, the proposed transactions or other matters and
attributable to Northern Star and BARK or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above.
Contacts
For BARK
Investors:
ICR, Inc.
Jean Fontana
Jean.Fontana@icrinc.com
Media:
Garland Harwood
press@barkbox.com
For Northern Star Acquisition Corp.
Jonathan Gasthalter/Nathaniel Garnick/Sam
Fisher
Gasthalter & Co.
(212) 257-4170
northernstar@gasthalter.com
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SOURCE BARK and Northern Star Acquisition Corp.