Current Report Filing (8-k)
May 18 2023 - 3:01PM
Edgar (US Regulatory)
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2023-05-12
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2023-05-12
2023-05-12
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NSTB:RedeemableWarrantsExercisableForSharesOfClassaCommonStockAtExercisePriceOf11.50PerShareMember
2023-05-12
2023-05-12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported): May 12, 2023
NORTHERN STAR INVESTMENT CORP. II
(Exact Name of Registrant as Specified
in Charter)
| Delaware |
|
001-39929 |
|
85-3909728 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue, 44th Floor
New York, NY 10174
(Address of Principal Executive Offices)
(Zip Code)
(212) 818-8800
(Registrant’s Telephone Number,
Including Area Code)
Not Applicable
(Former Name or Former Address, if
Changed Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant |
|
NSTB.U |
|
NYSE American LLC |
| Class A Common Stock, par value $0.0001 per share |
|
NSTB |
|
NYSE American LLC |
| Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share |
|
NSTB WS |
|
NYSE American LLC |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
On May 12, 2023, Joanna Coles resigned from her position as Chairperson
of the Board of Directors (and as a director) and Chief Executive Officer of Northern Star Investment Corp. II (the “Company”)
in order to focus on other business opportunities. Ms. Coles’ resignation was not the result of any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
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: May 18, 2023 |
NORTHERN STAR INVESTMENT CORP. II |
| |
|
|
| |
By: |
/s/ Jonathan Ledecky |
| |
|
Jonathan Ledecky |
| |
|
Chief Operating Officer |
2
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