Current Report Filing (8-k)
09 Februar 2023 - 11:22PM
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2023-02-06
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2023-02-06
2023-02-06
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2023-02-06
2023-02-06
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2023-02-06
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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): February 6, 2023
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 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed,
on January 24, 2023, Kirsten A. Green resigned from the board of directors (the “Board”) of Northern Star Investment Corp.
II (the “Company”), and on January 25, 2023, Maryann Turcke resigned from the Board. Prior to their resignations, each of
Ms. Green and Ms. Turcke was an independent director and served on all committees of the Board, including the audit committee, and Ms.
Green was the designated audit committee member with financial management expertise.
Prior to these resignations,
the Board was comprised of three independent directors and two non-independent directors. As a result of these resignations, the Board
is not currently comprised of a majority of independent directors as required by Section 303A.01 of the NYSE Listed Company Manual. Also
as a result of these resignations, the audit committee does not have at least three members as required by Section 303A.07(a) nor a designated
member with financial management expertise as also required by Section 303A.07(a).
As required by the NYSE
Listed Company Manual, the Company submitted a written affirmation to the NYSE as a notice of non-compliance with Sections 303A.01 and
303A.07. On February 6, 2023, the Company received an official notice of non-compliance from the NYSE (the “NYSE Notice”).
The NYSE Notice stated that the Company will need to correct the non-compliance as promptly as practicable.
It is the intention of
the Board to appoint two new independent directors as soon as practicable, each duly qualified for service on the audit committee and
other committees of the Board, and at least one who can be the designated audit committee member with financial management expertise.
The Board is diligently engaged in a search to identify candidates qualified to fill the vacancies caused by the aforementioned resignations
and in so doing regain compliance with NYSE listing standards.
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: February 9, 2023 |
NORTHERN STAR INVESTMENT CORP. II |
| |
|
|
| |
By: |
/s/ Jonathan Ledecky |
| |
|
Jonathan Ledecky |
| |
|
Chief Operating Officer |
2
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