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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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).
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 21, 2023, Northern Star Investment Corp. II (the “Company”) received a written notice (the “Notice”) from the staff of NYSE Regulation (the “Staff”) of the NYSE American LLC (“NYSE” or “NYSE American”) indicating that the Staff has determined that the Company’s warrants, each warrant exercisable for one share of Class A Common Stock of the Company (the “Warrants”), are no longer suitable for listing on the NYSE American based on “abnormally low” price levels, pursuant to Section 1001 of the NYSE American Company Guide. As a result, the Staff has determined to commence proceedings to delist the Warrants from the NYSE American.
The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. The NYSE will apply to the Securities and Exchange Commission to delist the Warrants upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision. The Company does not currently intend to appeal the determination.
Trading in the Warrants on the NYSE American will be suspended immediately while trading in the Company’s Class A Common Stock and Units will continue on the NYSE American. The Warrants may be traded on the pink sheets or any other available market once trading in the Warrants has been suspended by the NYSE American.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 19, 2023, each of Howard Yeaton and David Shapiro resigned from his position as a director of the Company. Messrs. Yeaton’s and Shapiro’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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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: December 26, 2023 | NORTHERN STAR INVESTMENT CORP. II | |
| By: | /s/ Jonathan Ledecky | |
| Jonathan Ledecky | ||
| Chief Operating Officer | ||
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