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
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Graubard Miller
(Address of Principal Executive Offices) (Zip Code)
(
(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 | ||
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 24, 2023, Northern Star Investment Corp. II (the “Company”) issued a press release announcing that it will transfer its listing to the NYSE American LLC (the “NYSE American”). The Company received written confirmation that it received the final approval for listing from the staff of the NYSE American on February 24, 2023. In connection with listing on the NYSE American, the Company will voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission. The Company currently anticipates that its securities will commence trading on the NYSE American on or about March 1, 2023.
The Company intends to file a Form 8-A with respect to the registration of the Company’s securities on the NYSE American.
A copy of the press release is furnished hereto as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters.
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the press release that the Company issued on February 24, 2023.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits: |
Exhibit Number |
Description | |
99.1 | Press Release issued on February 24, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: February 24, 2023 | NORTHERN STAR INVESTMENT CORP. II | |
By: | /s/ Jonathan Ledecky | |
Jonathan Ledecky | ||
Chief Operating Officer |
2
Exhibit 99.1
Northern Star Investment Corp. II To Transfer Listing To NYSE American
Friday, February 24, 2023
New York, NY, Feb. 24, 2023 (GLOBE NEWSWIRE) -- Northern Star Investment Corp. II (NYSE: NSTB, NSTB.U, NSTB WS) (“Northern Star II”), announced today that it will transfer its listing from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”). Northern Star II received written confirmation that it received the final approval for listing from the staff of NYSE American on February 24, 2023.
In connection with the transfer, Northern Star II will voluntarily delist from the New York Stock Exchange, and expects to begin trading on the NYSE American on or about March 1, 2023. Northern Star II’s decision to transfer to the NYSE American was made to permit the continued listing of its securities following recent redemptions of Northern Star II’s common stock in connection with the vote to extend the deadline by which Northern Star II must complete its initial business combination. Following the transfer to the NYSE American, Northern Star II intends to continue to file the same types of periodic reports and other information it currently files with the U.S. Securities and Exchange Commission.
About Northern Star Investment Corp. II
Northern Star Investment Corp. II is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The management team and Board of Directors are composed of veteran consumer, media, technology, retail and finance industry executives and founders. For additional information, please visit https://northernstaric2.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Northern Star II’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Contact Information:
Jonathan Ledecky
Chief Operating Officer
c/o Graubard Miller
(212) 818-8800
Primary Identifiers: NSTB-US
Related Identifiers: NSTB-US
Subjects: Press releases, Company Announcement, Exchange News, Exchange announcement
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end