Current Report Filing (8-k)
03 Januar 2023 - 12:31PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 29, 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 29, 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 535,000 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 133,750 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 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 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference
into this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 30, 2022, the Company held the Meeting. An aggregate of
33,276,896 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of
the record date of December 1, 2022, were represented in person or by proxy at the Meeting.
The Company’s stockholders voted on the following proposal at
the Meeting, which was approved:
(1) Proposal No. 1 — The Extension Amendment Proposal —
a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has
to consummate a business combination from January 28, 2023 to July 28, 2023. The following is a tabulation of the votes with respect to
this proposal, which was approved by the Company’s stockholders:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 33,214,337 |
|
62,408 |
|
151 |
|
0 |
As previously disclosed, in connection with the Meeting, the Sponsor
entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 363,848 shares of
common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. The foregoing arrangements
did not increase the likelihood that the proposal was approved by stockholders but did increase the amount of funds that remained in the
Company’s trust account following the Meeting. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate
of 37,926,283 public shares exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 2,073,717
public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of approximately $383,283,016 in cash.
On December 30, 2022, the Company filed the amendment to its amended
and restated certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware. A copy of
the amendment is attached hereto as Exhibit 3.1.
Item
8.01 Other Events.
On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares
of Class B common stock of the Company it held as of such date into 9,708,334 shares of Class A common stock of the Company in accordance
with the Charter. As a result of the foregoing and the results of the Meeting described above, the Company has an aggregate of 11,782,051
shares of Class A common stock outstanding and 291,666 shares of Class B common stock outstanding.
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: January 3, 2023 |
NORTHERN STAR INVESTMENT CORP. II |
| |
|
|
| |
By: |
/s/ Jonathan Ledecky |
| |
|
Jonathan Ledecky |
| |
|
Chief Operating Officer |
3
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