8-K 1 d114175d8k.htm 8-K 8-K

 

 

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): January 25, 2021

 

 

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

New York, New York 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 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 January 25, 2021, the Registration Statement on Form S-1 (SEC File No. 333-251921) (the “Registration Statement”) relating to the initial public offering of units of Northern Star Investment Corp. II (the “Company”) was declared effective.

On January 25, 2021 the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware on January 25, 2021. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated January 25, 2021 as filed with the SEC on January 27, 2021. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.

 

Item 9.01.

Financial Statement and Exhibits.

 

  (d)

Exhibits:

 

 

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: January 28, 2021

 

NORTHERN STAR INVESTMENT CORP. II
By:  

/s/ Joanna Coles

  Name: Joanna Coles
  Title: Chief Executive Officer