QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
||||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) | ||||||||
ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
||||||||
Total Current Assets |
||||||||
Deferred offering costs |
||||||||
Marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
||||||||
Accounts Payable and Accrued expenses |
$ | $ | ||||||
Accrued offering costs |
||||||||
Promissory note – related party |
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Total current liabilities |
||||||||
Warrant liabilities |
||||||||
Deferred underwriting fee payable |
— | |||||||
Total Liabilities |
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Commitments |
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Class A common stock subject to possible redemption |
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Stockholders’ Equity |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ Equity |
||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
$ |
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(1) | Included an aggregate of up to a s a result of the underwriters decision to partially exercise its overallotment workpaper. |
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
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General and administrative expenses |
$ | $ | ||||||
Loss from operations |
( |
) | ( |
) | ||||
Other income (expense): |
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Interest earned on marketable securities held in Trust Account |
||||||||
Unrealized gain (loss) on marketable securities held in Trust Account |
( |
) | ||||||
Transaction expenses attributable to warrant liabilities |
( |
) | ||||||
Loss on initial issuance of private warrants |
( |
) | ||||||
Change in fair value of warrant liability |
( |
) | ( |
) | ||||
Total other expense, net |
( |
) | ( |
) | ||||
Loss before income taxes |
( |
) | ( |
) | ||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Weighted average shares outstanding, basic and diluted |
||||||||
Basic and diluted net income per share, Class A redeemable common stock |
$ | $ | ||||||
Weighted average shares outstanding, Class A and Class B non-redeemable common stock |
||||||||
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock |
$ | ( |
) | $ | ( |
) | ||
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
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Shares |
Amount |
Shares |
Amount |
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Balance — January 1, 2021 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
Sale of |
— | — | — | |||||||||||||||||||||||||
Loss on initial issuance of private warrants |
— | — | — | — | — | |||||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | — | ( |
) | |||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance – March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Change in value of common stock subject to possible redemption |
— | — | — | |||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Balance – June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Six Months Ended June 30, 2021 |
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Interest earned on marketable securities held in Trust Account |
( |
) | ||
Changes in fair value of warrant liabilities |
||||
Loss on initial issuance of private warrants |
||||
Transaction costs allocated to warrant liabilities |
||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placement Warrants |
||||
Repayment of promissory note –related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash – Beginning of period |
||||
|
|
|||
Cash – End of period |
$ |
|||
|
|
|||
Non-Cash investing and financing activities: |
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Offering costs included in accrued offering costs |
$ | |||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
|||
Initial classification of Class A common stock subject to possible redemption |
$ | |||
|
|
|||
Change in value of Class A common stock subject to possible redemption |
$ | ( |
) | |
|
|
|||
Forfeiture of Founder Shares |
$ | ( |
) | |
|
|
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
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Common stock subject to possible redemption |
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Numerator: Earnings allocable to Common stock subject to possible redemption |
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Interest earned on marketable securities held in Trust Account |
$ | $ | ||||||
Less: Income taxes and franchise fees available to be withdrawn from the Trust Account |
( |
) | ( |
) | ||||
Net income allocable to shares subject to possible redemption |
$ | — | $ | — | ||||
Denominator: Weighted Average Common stock subject to possible redemption |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net income per share |
$ | $ | ||||||
Non-Redeemable Common Stock |
||||||||
Numerator: Net Loss minus Net Earnings |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Less: Net income allocable to Common stock subject to possible redemption |
— | — | ||||||
Non-Redeemable Net Income (Loss) |
$ | ( |
) | $ | ( |
) | ||
Denominator: Weighted Average Non-Redeemable Common Stock |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $ |
• | if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and; |
• | if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
Description |
Level |
December 31, 2020 |
June 30, 2021 |
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Assets: |
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Investments held in Trust Account – U.S. Treasury Securities Money Market Fund |
1 | $ | — | $ | ||||||||
Liabilities: |
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Warrant liability – Public Warrants |
1 | $ | — | $ | ||||||||
Warrant liability – Private Placement Warrants |
3 | $ |
At January 28, 2021 (Initial Measurement) |
As of June 30, 2021 |
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Stock price |
$ | |
$ | |||||
Strike price |
$ | $ | ||||||
Term (in years) |
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Volatility |
% | % | ||||||
Risk-free rate |
% | % |
Private Placement |
Public |
Warrant Liabilities |
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Initial measurement on January 28, 2021 |
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Change in valuation inputs or other assumptions |
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|
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|
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Fair value as of March 31, 2021 |
$ | $ | $ | |||||||||
Change in valuation inputs or other assumptions |
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|
|
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|
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Fair value as of June 30, 2021 |
$ | $ | $ | |||||||||
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NORTHERN STAR INVESTMENT CORP. II | ||||
Date: August 16, 2021 | By: | /s/ Joanna Coles | ||
Name: | Joanna Coles | |||
Title: | Chief Executive Officer |