Current Report Filing (8-k)
May 24 2023 - 4:17PM
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2023-05-23
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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 23, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
May 23, 2023, Northern Star Investment Corp. II (the “Company”) received a written notice (the “Notice”)
from New York Stock Exchange Regulation, Inc. indicating that the Company that it was not in compliance with NYSE American’s continued
listing standards because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter March 31, 2023 (the “Quarterly
Report”), which was due on May 22, 2023.
The Company has a period
of six months from the original due date of the Quarterly Report to file such report. The Company can regain compliance with the NYSE
American’s continued listing standards at any time before that date by filing the Quarterly Report with the SEC and any other subsequent
reports that are required to be filed during the cure period. The Company intends to file the Quarterly Report as soon as practicable
and in any event within the above-referenced six-month period.
This notification has no immediate
effect on the listing of the Company’s securities on the NYSE American. There can be no assurance, however, that the Company will
be able to regain compliance with the listing standards discussed above.
The Company issued a press
release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit |
|
Description |
| 99.1 |
|
Press release. |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline
XBRL). |
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 24, 2023 |
NORTHERN STAR INVESTMENT CORP. II |
| |
|
|
| |
By: |
/s/ Jonathan Ledecky |
| |
|
Jonathan Ledecky |
| |
|
Chief Operating Officer |
2
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