Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2022 and December 27, 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
520,391 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
130,098 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 Non-Redemption Agreements are not
expected to increase the likelihood that the Extension Proposal is approved by
stockholders but will increase the amount of funds that remain in the Company's
trust account following 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 8.01. Other Events
On December 28, 2022, the Company again adjourned its special meeting of
stockholders (the "Special Meeting"), which was originally scheduled for
December 22, 2022 at 10:30 a.m. EDT and subsequently adjourned to December 28,
2022 at 1:30 p.m. EDT, to December 29, 2022 at 5:00 p.m. EDT to allow additional
time for the Company to engage with its stockholders and solicit additional
votes and redemption reversals.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation, the risks
and uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission ("SEC"). Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
respect thereto or any change in events, conditions or circumstances on which
any statement is based.
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Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension Proposal. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the definitive proxy statement dated
December 9, 2022 (the "Proxy Statement"), which may be obtained free of charge
from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities. This communication shall also not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Extension Proposal. Stockholders may obtain copies of the Proxy
Statement, without charge, at the SEC's website at www.sec.gov or by directing a
request to the Company's proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581,
Des Moines, WA 98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565,
Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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)
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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