Item 1.01. Entry into a Material Definitive Agreement.
On March 3, 2023, Northern Star IV Sponsor LLC (the "Sponsor"), the sponsor of
Northern Star Investment Corp. IV (the "Company"), entered into agreements
("Non-Redemption Agreements") with several unaffiliated third parties in
exchange for them agreeing not to redeem an aggregate of 1,292,000 shares of the
Company sold in its initial public offering ("Non-Redeemed Shares") in
connection with the special meeting called by the Company (the "Meeting") to
approve an extension of time for the Company to consummate an initial business
combination (the "Extension Proposal") from March 4, 2023 to September 4, 2023
(the "Extension"). In exchange for the foregoing commitment not to redeem such
shares, the Sponsor has agreed to transfer to such investors an aggregate of
323,000 shares of the Company held by the Sponsor immediately following
consummation of an initial business combination if they continue to hold such
Non-Redeemed Shares through the effectuation of the Extension. The
Non-Redemption Agreements did not increase the likelihood that the Extension
Proposal was approved by stockholders but increased the amount of funds that
remained in the Company's trust account following the Extension. The foregoing
summary of the Non-Redemption Agreement does not purport to be complete and is
qualified in its entirety by reference to the form of Non-Redemption Agreement
previously filed by the Company as Exhibit 10.1 to the Current Report on Form
8-K dated February 28, 2023 and filed on February 28, 2023 and incorporated
herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference into this
item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, on February 24, 2023, the Company adjourned the Meeting
to approve the Extension, scheduled for February 24, 2023 at 11:00 a.m., to
March 1, 2023 at 12:00 p.m. to allow additional time for the Company to engage
with its stockholders regarding redemption reversals. On March 1, 2023, the
Company held the Meeting. An aggregate of 35,301,636 shares of the Company's
common stock, which represented a quorum of the outstanding common stock
entitled to vote as of the record date of February 3, 2023, were represented in
person or by proxy at the Meeting.
The Company's stockholders voted on the following proposal at the Meeting, which
was approved:
(1) Proposal No. 1 - The Extension Amendment Proposal - a proposal to amend the
Company's amended and restated certificate of incorporation to extend the
date by which the Company has to consummate a business combination from March
4, 2023 to September 4, 2023. The following is a tabulation of the votes with
respect to this proposal, which was approved by the Company's stockholders:
For Against Abstain Broker Non-Votes
34,533,472 768,164 0 0
1
As previously disclosed, in connection with the Meeting, the Sponsor entered
into Non-Redemption Agreements with several unaffiliated third parties and
agreed to transfer an aggregate of 1,035,500 shares of common stock (including
those described in Item 1.01 of this Form 8-K) to such parties in exchange for
them agreeing not to redeem their public shares in connection with the
Extension. The foregoing arrangements did not increase the likelihood that the
proposal was approved by stockholders but did increase the amount of funds that
remained in the Company's trust account following the Meeting. As a result of
the foregoing, effective March 3, 2023, public holders of an aggregate of
35,999,848 public shares exercised, and did not reverse, their right to redeem
their public shares (leaving an aggregate of 4,000,152 public shares outstanding
after the Meeting) resulting in payment to such holders of an aggregate of
approximately $365.4 million in cash.
On March 3, 2022, the Company filed the amendment to its amended and restated
certificate of incorporation (the "Charter") with the Secretary of State of the
State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.
Item 8.01 Other Events.
On March 3, 2023, Northern Star III Sponsor LLC voluntarily converted 9,708,334
shares of Class B common stock of the Company it held as of such date into
9,708,334 shares of Class A common stock of the Company in accordance with the
Charter. As a result of the foregoing and the results of the Meeting described
above, the Company has an aggregate of 13,708,486 shares of Class A common stock
outstanding and 291,666 shares of Class B common stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
3.1 Amendment to Amended and Restated Certificate of Incorporation
10.1 Form of Non-Redemption Agreement (incorporated by reference to Exhibit
10.1 included in the Registrant's Current Report on Form 8-K filed on
February 28, 2023)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
© Edgar Online, source Glimpses