Form 8-K - Current report

 

 

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): July 27, 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)

 

[phone]

(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		NYSE American LLC
Class A Common Stock, par value $0.0001 per share		NSTB		NYSE American LLC
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share		NSTB WS		NYSE American LLC

 

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 July 27 and July 28, 2023, 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 933,028 shares of Class A Common Stock 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 July 28, 2023 to January 28, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may approve (the “Extension”). In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 186,605 shares of Class A Common Stock 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 did not increase the likelihood that the Extension Proposal was approved by stockholders but did increase the amount of funds that remain in the Company’s trust account following the Meeting. The foregoing summary of the Non-Redemption Agreements 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 July 25, 2023 and filed on such date and incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

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 July 28, 2023, the Company held the Meeting. An aggregate of 11,094,848 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 June 30, 2023, 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 July 28, 2023 to January 28, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may approve. 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
10,971,018		123,830		0		0

 

1

 

 

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 226,605 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 July 28, 2023, public holders of an aggregate of 452,728 public shares exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 1,620,989 public shares outstanding after the Meeting).

 

On July 28, 2023, 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 9.01. Financial Statement and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
3.1		Amendment to the Amended and Restated Certificate of Incorporation
99.1		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 included in the Registrant’s Current Report on Form 8-K filed on July 25, 2023).
104		Cover Page Interactive Data File (formatted in Inline XBRL).

 

2

 

 

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: August 1, 2023	NORTHERN STAR INVESTMENT CORP. II
	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

 

 

3

 

 

Exhibit 3.1

 

SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NORTHERN STAR INVESTMENT CORP. II

 

Pursuant to Section 242 of the
Delaware General Corporation Law

 

The undersigned, being a duly authorized officer of NORTHERN STAR INVESTMENT CORP. II (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

1.

The name of the Corporation is Northern Star Investment Corp. II.

 

2.

The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 12, 2020, Amended and Restated Certificates of Incorporation were filed in the office of the Secretary of State of the State of Delaware on January 25, 2021 and March 1, 2021 and an amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 30, 2022.

 

3.

Second Amendment to the Amended and Restated Certificate of Incorporation further amends the Amended and Restated Certificate of Incorporation of the Corporation.

 

4.

This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of common stock at a meeting of stockholders in accordance with ARTICLE SIXTH of the Amended and Restated Certificate of Incorporation and the provisions of Sections 242 the General Corporation Law of the State of Delaware.

 

5.

Section F of ARTICLE SIXTH is hereby deleted and replaced in its entirety as follows:

 

3. “In the event that the Corporation does not consummate a Business Combination by January 28, 2024 or such earlier liquidation and dissolution date as the Corporation’s board of directors may approve (the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the aggregate amount then held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law.

 

IN WITNESS WHEREOF, I have signed this Second Amendment to the Amended and Restated Certificate of Incorporation this 28^th day of July, 2023.

 

	/s/ Jonathan Ledecky
	Jonathan Ledecky
	Chief Operating Officer

 

Cover	Jul. 27, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 27, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39929
Entity Registrant Name	NORTHERN STAR INVESTMENT CORP. II
Entity Central Index Key	0001834518
Entity Tax Identification Number	85-3909728
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	The Chrysler Building
Entity Address, Address Line Two	405 Lexington Avenue
Entity Address, Address Line Three	44th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10174
City Area Code	212
Local Phone Number	818-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant
Trading Symbol	NSTB.U
Security Exchange Name	NYSEAMER
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	NSTB
Security Exchange Name	NYSEAMER
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	NSTB WS
Security Exchange Name	NYSEAMER

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