Current Report Filing (8-k)
February 24 2023 - 4:08PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 24, 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 |
|
The
New York Stock Exchange |
| Class A
Common Stock, par value $0.0001 per share |
|
NSTB |
|
The
New York Stock Exchange |
| Redeemable
warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share |
|
NSTB
WS |
|
The
New York Stock Exchange |
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 February 24, 2023,
Northern Star Investment Corp. II (the “Company”) issued a press release announcing that it will transfer its listing to the
NYSE American LLC (the “NYSE American”). The Company received written confirmation that it received the final approval for
listing from the staff of the NYSE American on February 24, 2023. In connection with listing on the NYSE American, the Company will voluntarily
delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic
reports and other information it currently files with the Securities and Exchange Commission. The Company currently anticipates that its
securities will commence trading on the NYSE American on or about March 1, 2023.
The Company intends
to file a Form 8-A with respect to the registration of the Company’s securities on the NYSE American.
A copy of the press
release is furnished hereto as Exhibit 99.1.
Forward Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”,
“predict”, “should”, “would”, “predict”, “potential”, “seem”,
“future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict
or indicate future events or trends or that are not statements of historical matters.
Item 7.01 Regulation FD Disclosure.
Furnished
as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the press release that the Company issued on February 24,
2023.
The foregoing
(including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section,
nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 |
Financial Statements and Exhibits. |
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: February 24, 2023 |
NORTHERN STAR
INVESTMENT CORP. II |
| |
|
|
| |
By: |
/s/
Jonathan Ledecky |
| |
|
Jonathan Ledecky |
| |
|
Chief Operating Officer |
2
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