0001094891-21-000062.txt : 20210125
0001094891-21-000062.hdr.sgml : 20210125
20210125181542
ACCESSION NUMBER: 0001094891-21-000062
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210125
FILED AS OF DATE: 20210125
DATE AS OF CHANGE: 20210125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Northern Star II Sponsor LLC
CENTRAL INDEX KEY: 0001842085
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39929
FILM NUMBER: 21551083
BUSINESS ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10174
BUSINESS PHONE: (212) 818-8800
MAIL ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10174
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEDECKY JONATHAN J
CENTRAL INDEX KEY: 0001008382
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39929
FILM NUMBER: 21551084
MAIL ADDRESS:
STREET 1: C/O THE LEDECKY FOUNDATION
STREET 2: 901 - 15TH STREET, NW, SUITE 950
CITY: WASHINGTON
STATE: DC
ZIP: 20005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coles Joanna
CENTRAL INDEX KEY: 0001699323
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39929
FILM NUMBER: 21551085
MAIL ADDRESS:
STREET 1: C/O SNAP INC.
STREET 2: 3000 31ST STREET
CITY: SANTA MONICA
STATE: CA
ZIP: 90405
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Northern Star Investment Corp. II
CENTRAL INDEX KEY: 0001834518
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 853909728
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10174
BUSINESS PHONE: (212) 818-8800
MAIL ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10174
3
1
edgar.xml
PRIMARY DOCUMENT
X0206
3
2021-01-25
0
0001834518
Northern Star Investment Corp. II
NSTB.U
0001699323
Coles Joanna
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK
NY
10174
1
1
1
0
Chief Executive Officer
0001008382
LEDECKY JONATHAN J
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK
NY
10174
1
1
1
0
President and COO
0001842085
Northern Star II Sponsor LLC
C/O GRAUBARD MILLER
405 LEXINGTON AVENUE
NEW YORK
NY
10174
0
0
1
0
Class B Common Stock
Class A Common Stock
9770834
I
Northern Star II Sponsor LLC
Warrants
11.50
Class A Common Stock
8750000
I
Northern Star II Sponsor LLC
The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. The Class B Common Stock has no expiration date.
Includes up to 1,312,500 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full.
These securities are owned directly by Northern Star II Sponsor LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Joanna Coles, the Issuer's Chief Executive Officer, and Jonathan J. Ledecky, the Issuer's Chief Operating Officer. Each of Ms. Coles and Mr. Ledecky disclaims beneficial ownership of the securities held by Northern Star II Sponsor LLC, except to the extent of his or her pecuniary interest therein.
Each warrant will become exercisable on the later of 30 days after the completion of an initial business combination or twelve months from the closing of the Issuer's initial public offering.
Each warrant will expire five years after the completion of an initial business combination.
Represents warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Northern Star II Sponsor LLC irrevocably committed to purchase. Does not include up to 1,050,000 warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.
/s/ Joanna Coles
2021-01-25
/s/ Jonathan J. Ledecky
2021-01-25
Northern Star II Sponsor LLC, by Joanna Coles, Managing Member
2021-01-25