Item 1.01 Entry into a Material Definitive Agreement.
As previously announced,
Also as previously announced, in connection with the proposed business
combination,
The Subscription Agreements were scheduled to terminate in accordance with their
terms on
Item 7.01 Regulation FD Disclosure.
Set forth below is certain financial and other information of Apex used and to
be used by
• Gross vs. Net Basis Accounting. The staff of theU.S. Securities and Exchange Commission determined that, for accounting purposes, Apex is acting as a principal and not an agent in connection with its cryptocurrency trading facilitation business. As a principal, Apex will be required to present its revenues and expenses from its cryptocurrency trading facilitation business on a gross basis, rather than on a net basis, as it has to date. As a result, Apex will be restating its financial statements for fiscal year 2020 and for the interim periods in 2021 to show the gross revenue and expenses, and to make the corresponding adjustment to the rest of its financial statement disclosures. • Strong Performance in Two Key Metrics for Growth. Apex signed up 30 clients in the six months endedJune 30, 2021 , an increase of 100% as compared to the 15 clients signed up in the six months endedJune 30, 2020 . The new clients include a strong mix of Advisor, Self-Directed Brokerage, and Wealth Tech & Institutional clients, as well as international business. Apex has over 17,000,000 accounts as ofJune 30, 2021 , an increase of almost 90% as compared to the number of accounts as ofJune 30, 2020 . • Confirmation of Q2 2021 Forecast. Apex's Adjusted EBITDA for the second quarter of fiscal year 2021 will be within the range forecasted. • Upward Revision to 2021 and 2022 Forecasts. Apex revised upward its forecasted Adjusted EBITDA for fiscal year 2021. Apex now expects that Adjusted EBITDA for fiscal year 2021 will be between$130 and$135 million . This forecast is comparable with Apex's original forecast for the fiscal year 2022. Apex anticipates continued growth for fiscal year 2022. Apex now expects that Adjusted EBITDA for fiscal year 2022 will be between$165 and$170 million . • Non-GAAP Reconciliation. Adjusted EBITDA is a non-GAAP financial measure we define as net income adjusted for income tax expense, interest expense on debt, depreciation and amortization, and other income/expenses. Other income/expenses include non-reimbursable fees, and non-operating income and expenses. We exclude these items because they are not reflective of ongoing business and operating results. Adjusted EBITDA provides us with a useful measure for period-to-period comparisons of our business as well as comparison to our peers. We believe that this non-GAAP financial measure is useful to investors in analyzing our financial and operational performance. In thousands Adjusted EBITDA and Adjusted operating margin 2021F Net income$ 91,619 Add back: Income tax expense 34,717 Interest expense on debt 15,095 Depreciation and amortization 1,885 Other income/ expenses(1) (8,225 ) Adjusted EBITDA$ 135,092 (1) For the projected year endedDecember 31, 2021 , other (income)/expenses primarily includes a net gain on investments of$10.4 million on our investment in Stash, which is included in other income, and$1.7 million in non-operating expenses for professional services rendered primarily related to the Merger Agreement, which is included in administration and general.
A quantitative reconciliation of the forecasted Adjusted EBITDA for the fiscal year 2022 could not be prepared without unreasonable efforts and expense.
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The information set forth in this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
NORTHERN STAR AND APEX AND THEIR RESPECTIVE DIRECTORS, MANAGERS AND EXECUTIVE
OFFICERS, UNDER SEC RULES, MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES OF NORTHERN STAR'S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED
TRANSACTIONS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN MORE DETAILED
INFORMATION REGARDING THE NAMES AND INTERESTS OF SUCH PERSONS IN THE PROPOSED
TRANSACTIONS IN NORTHERN STAR'S FILINGS WITH THE
INVESTORS AND SECURITY HOLDERS OF NORTHERN STAR AND APEX ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES
OF THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS CONTAINING IMPORTANT
INFORMATION ABOUT NORTHERN STAR AND APEX THROUGH THE WEBSITE MAINTAINED BY THE
SEC AT WWW.SEC.GOV. COPIES OF THE DOCUMENTS FILED WITH THE SEC BY NORTHERN STAR
WHEN AND IF AVAILABLE, CAN BE OBTAINED FREE OF CHARGE ON NORTHERN STAR'S WEBSITE
AT WWW.NORTHERNSTARIC2.COM OR BY DIRECTING A WRITTEN REQUEST TO NORTHERN STAR
INVESTMENT CORP. II, C/O GRAUBARD MILLER, 405 LEXINGTON AVENUE, 11TH FLOOR,
ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS
THIS CURRENT REPORT AND THE EXHIBIT HERETO ARE NOT A PROXY STATEMENT OR SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES OR IN RESPECT OF THE PROPOSED TRANSACTIONS AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF NORTHERN STAR OR APEX, NOR SHALL THERE BE ANY SALE OF ANY SUCH SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR JURISDICTION.
THIS CURRENT REPORT AND THE EXHIBIT HERETO INCLUDE "FORWARD-LOOKING STATEMENTS". ACTUAL RESULTS MAY DIFFER FROM EXPECTATIONS, ESTIMATES AND PROJECTIONS AND, CONSEQUENTLY, YOU SHOULD NOT RELY ON THESE FORWARD LOOKING STATEMENTS AS PREDICTIONS OF FUTURE EVENTS. WORDS SUCH AS "EXPECT," "ESTIMATE," "PROJECT," "BUDGET," "FORECAST," "ANTICIPATE," "INTEND," "PLAN," "MAY," "WILL," "COULD," "SHOULD," "BELIEVES," "PREDICTS," "POTENTIAL," "CONTINUE," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.
NEITHER NORTHERN STAR NOR APEX UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. IMPORTANT FACTORS, AMONG OTHERS, THAT MAY AFFECT ACTUAL RESULTS INCLUDE NORTHERN STAR'S ABILITY TO OBTAIN COMMITMENTS FOR FINANCINGS TO SATISFY THE MINIMUM CASH CONDITION OF THE MERGER AGREEMENT, APEX'S ABILITY TO EXECUTE ON ITS BUSINESS PLANS AND APEX'S ESTIMATES OF EXPENSES AND FUTURE REVENUES AND PROFITABILITY. OTHER FACTORS INCLUDE THE POSSIBILITY THAT THE PROPOSED TRANSACTIONS DO NOT CLOSE, INCLUDING DUE TO THE FAILURE TO RECEIVE REQUIRED SECURITY HOLDER APPROVALS, OR THE FAILURE OF OTHER CLOSING CONDITIONS.
THIS CURRENT REPORT AND THE EXHIBIT HERETO ARE NOT INTENDED
TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PERSON
ADDITIONAL INFORMATION CONCERNING THESE AND OTHER RISK FACTORS IS CONTAINED IN
THE REGISTRATION STATEMENT AND IN NORTHERN STAR'S OTHER FILINGS WITH THE
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