UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 |
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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). |
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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 | ||
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