Item 1.01. Entry into a Material Definitive Agreement.
On December 29, 2022, Northern Star II Sponsor LLC (the "Sponsor"), the sponsor
of Northern Star Investment Corp. II (the "Company"), entered into agreements
("Non-Redemption Agreements") with several unaffiliated third parties in
exchange for them agreeing not to redeem an aggregate of 535,000 shares of the
Company sold in its initial public offering ("Non-Redeemed Shares") at 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 January 28, 2023 to July 28, 2023 (the "Extension").
In exchange for the foregoing commitments not to redeem such shares, the Sponsor
has agreed to transfer to such investors an aggregate of 133,750 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 Meeting. 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 December 22, 2022 and filed on December 23,
2022 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.
On December 30, 2022, the Company held the Meeting. An aggregate of 33,276,896
shares of the Company's common stock, which represents a quorum of the
outstanding common stock entitled to vote as of the record date of December 1,
2022, 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 January 28,
2023 to July 28, 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
33,214,337 62,408 151 0
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 363,848 shares of common stock to such
parties in exchange for them agreeing not to redeem their public shares at the
Meeting. 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 December 30, 2022, public holders of an aggregate of
37,926,283 public shares exercised, and did not reverse, their right to redeem
their public shares (leaving an aggregate of 2,073,717 public shares outstanding
after the Meeting) resulting in payment to such holders of an aggregate of
approximately $383,283,016 in cash.
On December 30, 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.
1
Item 8.01 Other Events.
On December 30, 2022, the Sponsor 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 11,782,051 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 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
December 23, 2022)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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NORTHERN STAR INVESTMENT CORP. II 
