UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
(MARK
ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarter ended June 30, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period
from
to
Commission
file number: 001-39929
NORTHERN
STAR INVESTMENT CORP. II
(Exact
Name of Registrant as Specified in Its Charter)
Delaware | | 85-3909728 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
The
Chrysler Building
405
Lexington Avenue
New
York, New York 10174
(Address
of principal executive offices)
(212) 818-8800
(Issuer’s
telephone number)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbols | | 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 |
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller
reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | | Smaller reporting company | ☒ |
| | | 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of August 14, 2023, there were 11,782,051 shares
of Class A common stock, $0.0001 par value, and 291,666 shares of Class B common stock, $0.0001 par value, issued and outstanding.
NORTHERN
STAR INVESTMENT CORP. II
FORM
10-Q FOR THE QUARTER ENDED JUNE 30, 2023
TABLE
OF CONTENTS
PART
I—FINANCIAL INFORMATION
Item 1.
Interim Financial Statements.
NORTHERN
STAR INVESTMENT CORP. II
CONSOLIDATED
BALANCE SHEETS
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets | |
| | |
| |
Cash | |
$ | 186,279 | | |
$ | 85,894 | |
Prepaid expenses | |
| 42,500 | | |
| 11,667 | |
Total current assets | |
| 228,779 | | |
| 97,561 | |
Marketable investments held in Trust Account | |
| 21,288,825 | | |
| 404,205,637 | |
TOTAL ASSETS | |
$ | 21,517,604 | | |
$ | 404,303,198 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 2,165,907 | | |
$ | 2,296,647 | |
Income taxes payable | |
| 161,670 | | |
| 77,413 | |
Promissory notes - related party | |
| 421,000 | | |
| — | |
Redemption payable | |
| — | | |
| 383,250,434 | |
Total current liabilities | |
| 2,748,577 | | |
| 385,624,494 | |
| |
| | | |
| | |
Warrant liabilities | |
| 355,000 | | |
| 1,065,000 | |
Deferred underwriting fee payable | |
| 14,000,000 | | |
| 14,000,000 | |
TOTAL LIABILITIES | |
| 17,103,577 | | |
| 400,689,494 | |
Commitments | |
| | | |
| | |
Class A common stock subject to possible redemption 2,073,717 shares, at $10.22 and $10.10 per share, as of June 30, 2023 and December 31, 2022, respectively | |
| 21,194,641 | | |
| 20,877,731 | |
STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | |
| — | |
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 9,708,334 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | |
| 971 | | |
| 971 | |
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 291,666 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | |
| 29 | | |
| 29 | |
Additional paid-in capital | |
| — | | |
| — | |
Accumulated deficit | |
| (16,781,614 | ) | |
| (17,265,027 | ) |
TOTAL STOCKHOLDERS’ DEFICIT | |
| (16,780,614 | ) | |
| (17,264,027 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 21,517,604 | | |
$ | 404,303,198 | |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
NORTHERN
STAR INVESTMENT CORP. II
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For the Three Months Ended June 30, | | |
For the Six Months Ended
June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Formation and operating costs | |
$ | 126,278 | | |
$ | 206,311 | | |
$ | 280,644 | | |
$ | 400,295 | |
Loss from operations | |
| (126,278 | ) | |
| (206,311 | ) | |
| (280,644 | ) | |
| (400,295 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income: | |
| | | |
| | | |
| | | |
| | |
Interest earned on marketable investments held in Trust Account | |
| 251,179 | | |
| 545,963 | | |
| 455,224 | | |
| 551,873 | |
Change in fair value of warrant liabilities | |
| 177,500 | | |
| 5,680,000 | | |
| 710,000 | | |
| 9,407,500 | |
Total other income, net | |
| 428,679 | | |
| 6,225,963 | | |
| 1,165,224 | | |
| 9,959,373 | |
| |
| | | |
| | | |
| | | |
| | |
Income before provision for income taxes | |
| 302,401 | | |
| 6,019,652 | | |
| 884,580 | | |
| 9,559,078 | |
Provision for income taxes | |
| (46,994 | ) | |
| (59,596 | ) | |
| (84,257 | ) | |
| (59,596 | ) |
Net income | |
$ | 255,407 | | |
$ | 5,960,056 | | |
$ | 800,323 | | |
$ | 9,499,482 | |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption
| |
| 2,073,717 | | |
| 40,000,000 | | |
| 2,073,717 | | |
| 40,000,000 | |
Basic and diluted net income per share, Class A common stock subject to redemption
| |
$ | 0.02 | | |
$ | 0.12 | | |
$ | 0.07 | | |
$ | 0.19 | |
Basic and diluted weighted average shares outstanding, Class A common stock non-redeemable | |
| 9,708,334 | | |
| — | | |
| 9,708,334 | | |
| — | |
Basic and diluted net income per share, Class A common stock non-redeemable | |
$ | 0.02 | | |
$ | — | | |
$ | 0.07 | | |
$ | — | |
Basic and diluted weighted average shares outstanding of Class B common stock | |
| 291,666 | | |
| 10,000,000 | | |
| 291,666 | | |
| 10,000,000 | |
Basic and diluted net income per share, Class B common stock | |
$ | 0.02 | | |
$ | 0.12 | | |
$ | 0.07 | | |
$ | 0.19 | |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
NORTHERN
STAR INVESTMENT CORP. II
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2023
| |
Class A Common Stock | | |
Class B Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance – January 1, 2023 | |
| 9,708,334 | | |
$ | 971 | | |
| 291,666 | | |
$ | 29 | | |
$ | — | | |
$ | (17,265,027 | ) | |
$ | (17,264,027 | ) |
Remeasurement adjustment on redeemable common stock | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (140,183 | ) | |
| (140,183 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 544,916 | | |
| 544,916 | |
Balance – March 31, 2023 | |
| 9,708,334 | | |
| 971 | | |
| 291,666 | | |
| 29 | | |
| — | | |
| (16,860,294 | ) | |
| (16,859,294 | ) |
Remeasurement adjustment on redeemable common stock | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (176,727 | ) | |
| (176,727 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 255,407 | | |
| 255,407 | |
Balance – June 30, 2023 | |
| 9,708,334 | | |
$ | 971 | | |
| 291,666 | | |
$ | 29 | | |
$ | — | | |
$ | (16,781,614 | ) | |
$ | (16,780,614 | ) |
FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
| |
Class A
Common Stock | | |
Class B
Common Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance – January 1, 2022 | |
| — | | |
$ | — | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | — | | |
$ | (26,885,572 | ) | |
$ | (26,884,572 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,539,426 | | |
| 3,539,426 | |
Balance – March 31, 2022 | |
| — | | |
| — | | |
| 10,000,000 | | |
| 1,000 | | |
| — | | |
| (23,346,146 | ) | |
| (23,345,146 | ) |
Remeasurement adjustment on redeemable common stock | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (224,626 | ) | |
| (224,626 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,960,056 | | |
| 5,960,056 | |
Balance – June 30, 2022 | |
| — | | |
$ | — | | |
| 10,000,000 | | |
$ | 1,000 | | |
$ | — | | |
$ | (17,610,716 | ) | |
$ | (17,609,716 | ) |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
NORTHERN
STAR INVESTMENT CORP. II
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities: | |
| | |
| |
Net income | |
$ | 800,323 | | |
$ | 9,499,482 | |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
Interest earned on marketable investments held in Trust Account | |
| (455,224 | ) | |
| (551,873 | ) |
Changes in fair value of warrant liabilities | |
| (710,000 | ) | |
| (9,407,500 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| (30,833 | ) | |
| — | |
Income taxes payable | |
| 84,257 | | |
| 59,596 | |
Accounts payable and accrued expenses | |
| (130,740 | ) | |
| (20,640 | ) |
Net cash used in operating activities | |
| (442,217 | ) | |
| (420,935 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Cash withdrawn from Trust Account to pay franchise and income taxes | |
| 121,602 | | |
| — | |
Cash withdrawn from Trust Account in connection with redemption | |
| 383,250,434 | | |
| — | |
Net cash provided by investing activities | |
| 383,372,036 | | |
| — | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from promissory notes - related party | |
| 421,000 | | |
| — | |
Redemption of common stock | |
| (383,250,434 | ) | |
| — | |
Net cash used in financing activities | |
| (382,829,434 | ) | |
| — | |
| |
| | | |
| | |
Net Change in Cash | |
| 100,385 | | |
| (420,935 | ) |
Cash – Beginning of period | |
| 85,894 | | |
| 440,291 | |
Cash – End of period | |
$ | 186,279 | | |
$ | 19,356 | |
| |
| | | |
| | |
Supplementary cash flow information: | |
| | | |
| | |
Cash paid for income taxes | |
$ | — | | |
$ | 904,000 | |
| |
| | | |
| | |
Non-Cash investing and financing activities: | |
| | | |
| | |
Remeasurement adjustment on redeemable stock | |
$ | 316,910 | | |
$ | 224,626 | |
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
NOTE
1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Northern
Star Investment Corp. II (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company
was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities (the “Business Combination”).
The
Company has two wholly-owned subsidiaries, NSICII-A Merger LLC and NSICII-B LLC, both of which were incorporated in the state of Delaware
on February 15, 2021.
The
Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.
As
of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation,
the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering,
seeking to identify a target company for a Business Combination. The Company will not generate any operating revenues until after the
completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income
on marketable investments held in the Trust Account (as defined below).
The
registration statements for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021,
the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class
A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriters
of the over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is
described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant”
and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star
II Sponsor LLC, a Delaware limited liability company and entity affiliated with the Company’s Chief Operating Officer (the “Sponsor”),
generating gross proceeds of $9,750,000, which is described in Note 4. Upon issuance, the Company recorded $195,000 representing the
amount by which the aggregate fair value of the Private Warrants exceeded the purchase price.
Transaction
costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463
of other offering costs.
Following
the closing of the Initial Public Offering on January 28, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust
Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company
that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the assets held in the Trust Account, as described below.
While
the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account,
substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed
in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company must complete its initial
Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously
disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts
held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing,
if the Company is not then listed on the NYSE American or another national securities exchange for whatever reason, it would no longer
be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-Business
Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of
1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business
Combination successfully.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for
a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the
funds held in the Trust Account and not previously released to the Company). There will be no redemption rights upon the completion of
a Business Combination with respect to the Company’s warrants.
The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately
prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares
voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to
hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation
(the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of
the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business
Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval
for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination,
the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares in favor of approving a Business
Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed Business Combination or do not vote at all.
Notwithstanding
the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender
offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section
13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares
with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.
The
holders of Founder Shares have agreed (a) to waive their redemption rights with respect to its Founder Shares and Public Shares held
by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate
of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares
if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights
or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public
Shares in conjunction with any such amendment.
In
the event that the Company does not consummate a Business Combination by January 28, 2024 and stockholders do not otherwise extend such
date by an amendment to the Amended and Restated Certificate of Incorporation (the “Termination Date”), the Company shall
(i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the aggregate amount then held in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes
(less up to $100,000 of interest to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption
will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Company’s then stockholders
and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL
finding the dissolution of the Company advisable and the provision of such notices as are required by said Section 275(a) of the GCL,
dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Company’s obligations under the GCL to provide
for claims of creditors and other requirements of applicable law.
On December 30, 2022, the Company filed the amendment to the Amended
and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from January
28, 2023 to July 28, 2023. In connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated
third parties and agreed to transfer an aggregate of 363,848 shares of common stock to such parties in exchange for them agreeing not
to redeem their public shares at the Meeting. The Company has valued such shares at $160,093, or $0.44 per share. As a result of the foregoing,
effective December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised their right to redeem their public shares
(leaving an aggregate of 2,073,717 public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of
$383,250,434 in cash and payable at December 31, 2022. On January 6, 2023, the redemptions were paid. On July 28, 2023, the Company filed
a second amendment to the Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate
a business combination from July 28, 2023 to January 28, 2024 or such earlier liquidation and dissolution date as the Company’s
board of directors may approve.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
On
December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class B common stock of the Company it held as of such date
into 9,708,334 shares of Class A common stock of the Company in accordance with the Amended and Restated Certificate of Incorporation.
As a result of the foregoing and the results of the Meeting, the Company had an aggregate of 11,782,051 shares of Class A common stock
outstanding and 291,666 shares of Class B common stock outstanding at December 31, 2022 and June 30, 2023.
On
February 24, 2023, the Company issued a press release announcing that it would transfer its listing from the New York Stock Exchange
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 voluntarily
delisted from the New York Stock Exchange. The Company’s securities commenced trading on the NYSE American on March 1, 2023.
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 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.
The
holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares, such Public Shares
will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the
Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for
distribution will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual
amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share
due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed
a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the
Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to
be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business,
execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
The
Company is exposed to volatility in the banking market. At various times, we could have deposits with certain U.S. banks in excess of
the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”). On March 10, 2023, Silicon Valley
Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed
as its receiver. The Company did not hold any deposits with Silicon Valley Bank as of December 31, 2022 and June 30, 2023.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Inflation
Reduction Act of 2022
On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the
Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the
abuse or avoidance of the excise tax. The Treasury issued interim guidance that redemptions in connection with a SPAC liquidation would
not be subject to the excise tax under certain circumstances. In addition, redemptions that occur in the same taxable year as a liquidation
is completed will also be exempt from such tax.
Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business
Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions
and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)
the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued
not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content
of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the
redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction
in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
Notwithstanding the foregoing, the Company has agreed that the per share price payable to stockholders exercising their redemption rights,
whether in connection with the vote on an extension or an initial Business Combination, will not be reduced by payments required to be
made by the Company under the IR Act.
Liquidity
and Going Concern
As
of June 30, 2023, the Company had $186,279 in its operating bank accounts, $21,288,825 in cash held in the Trust Account to be used for
a Business Combination or to repurchase or redeem its common shares in connection therewith. As of June 30, 2023, $551,655 of the amount
on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.
Until
the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to acquire, and structuring, negotiating and consummating the Business Combination.
The
Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors,
or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time
to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital
needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital,
it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing
operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance
that new financing will be available to it on commercially acceptable terms, if at all. Management has determined that the date for mandatory
liquidation and subsequent dissolution as well as the low cash balance and working capital deficit raise substantial doubt about our
ability to continue as a going concern. Management has determined that these conditions as well as the low cash balance raise substantial
doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one
year from the issuance date of the financial statements. These unaudited condensed consolidated financial statements do not include any
adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote
disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant
to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes
necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,
which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 30, 2023. The interim results for the three and six
months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for
any future periods.
Principles
of Consolidation
The
accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the
reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements,
which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One
of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination
of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and,
accordingly, the actual results could differ significantly from those estimates.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Marketable
Securities Held in Trust Account
At
June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which
are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as
trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and
losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable investments
held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in
the Trust Account are determined using available market information.
Offering
Costs
Offering
costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the
Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based
on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed
as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged
to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounted to $22,524,463, of which
$22,061,494 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $462,969 were charged
to operations.
Class
A Common Stock Subject to Possible Redemption
The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject
to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock
(including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times,
common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights
that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at
June 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary
equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company
recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable
common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit.
Components
of Equity
Upon
the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants.
The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first
allocated the proceeds to the Warrants based on their initial fair value measurement of $17,945,000 and then allocated the remaining
proceeds, net of underwriting discounts and offering costs of $22,061,494 to the Class A common stock. The remaining 2,073,717 of shares
not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within
the Company’s control.
As a result of the Sponsor’s conversion
of 9,708,334 shares of Class B common stock into shares of Class A common stock, the Sponsor held 291,666 shares of Class B common stock
outstanding.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Warrant
Liabilities
The
Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives
and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and
Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement
related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants
meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common
stock that are not indexed to its own stock as derivative liabilities at fair value on the consolidated balance sheets and measured at
fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes
in fair value recognized in the consolidated statements of operations in the period of change.
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis
of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740
additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets
will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance
recorded against it.
The Company’s effective tax rate was 15.54% and 0.99% for the
three months ended June 30, 2023 and 2022, respectively, 9.53% and 0.62% for the six months ended June 30, 2023 and 2022, respectively.
The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes
in fair value in warrant liability and the valuation allowance on the deferred tax assets.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes
a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected
to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim
period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not
aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The
Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus
of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net
Income Per Common Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per
common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Remeasurement
adjustment associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption
value approximates fair value.
The
calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public
Offering, and (ii) the private placement. The warrants are exercisable to purchase 17,750,000 Class A common shares in
the aggregate. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially,
be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income per common
share is the same as basic net income per common share for the periods presented.
NORTHERN
STAR INVESTMENT CORP. II
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
The
following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):
| |
For the Three Months Ended June 30, 2023 | | |
For the Six Months Ended June 30, 2023 | |
| |
Class A | | |
Class A | | |
Class B | | |
Class A | | |
Class A | | |
Class B | |
| |
Redeemable | | |
Non-Redeemable | | |
Redeemable | | |
Redeemable | | |
Non-Redeemable | | |
Redeemable | |
Basic and diluted net income per common share | |
| | |
| | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| | |
| | |
| |
Allocation of net income, as adjusted | |
$ | 43,867 | | |
$ | 205,370 | | |
$ | 6,170 | | |
$ | 137,459 | | |
$ | 643,530 | | |
$ | 19,333 | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average common shares outstanding | |
| 2,073,717 | | |
| 9,708,334 | | |
| 291,666 | | |
| 2,073,717 | | |
| 9,708,334 | | |
| 291,666 | |
Basic and diluted net income per common share | |
$ | 0.02 | | |
$ | 0.02 | | |
$ | 0.02 | | |
$ | 0.07 | | |
$ | 0.07 | | |
$ | 0.07 | |
| |
For the Three Months Ended June 30, 2022 | | |
For the Six Months Ended June 30, 2022 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic and diluted net income per common share | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| |
Allocation of net income, as adjusted | |
$ | 4,768,045 | | |
$ | 1,192,011 | | |
$ | 7,599,586 | | |
$ | 1,899,896 | |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average common shares outstanding | |
| 40,000,000 | | |
| 10,000,000 | | |
| 40,000,000 | | |
| 10,000,000 | |
Basic and diluted net income per common share | |
$ | 0.12 | | |
$ | 0.12 | | |
$ | 0.19 | | |
$ | 0.19 | |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company had not experienced losses on this
account.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to
their short-term nature, except for warrant liabilities (see Note 8).
Recent
Accounting Standards
In
June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets
measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses
is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard
including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15,
2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023.
The adoption of ASU 2016-13 did not have a material impact on its financial statements.
Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s unaudited condensed consolidated financial statements.
NOTE
3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment
option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class
A common stock at a price of $11.50 per share, subject to adjustment.
NORTHERN STAR INVESTMENT CORP. II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
NOTE
4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the
Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase
price of $9,750,000, in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common
stock at an exercise price of $11.50 (see Note 7). The proceeds from the sale of Private Placement Warrants were added to the proceeds
from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination
Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to
the requirements of applicable law), and the Private Placement Warrants will expire worthless.
NOTE 5 — RELATED PARTY
TRANSACTIONS
Founder Shares
On November 25, 2020, the Sponsor paid $25,000
to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common
stock (the “Founder Shares”). Our Sponsor subsequently transferred certain shares to our officers and directors and other
third parties, in each case at the same per-share purchase price paid by our initial stockholders. On January 25, 2021, the Company effected
a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares
outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend. The Founder Shares will automatically
convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described
in Note 7.
The Founder Shares included an aggregate of up
to 1,312,500 of Class B common stock that were subject to forfeiture by the Sponsor following the underwriters’ election to partially
exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued
and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriter’s decision to partially
exercise their over-allotment provision, 62,500 Founder shares were forfeited and 1,250,000 Founder Shares are no longer subject to forfeiture.
On December 30, 2022, the Sponsor voluntarily
converted 9,708,334 shares of Class B common stock of the Company it held as of such date into 9,708,334 shares of Class A common stock
of the Company in accordance with the Amended and Restated Certificate of Incorporation. As a result, as of June 30, 2023, the Founder
Shares were comprised of an aggregate of 9,708,334 shares of Class A common stock and 291,666 shares of Class B common stock.
The holders of Founder Shares have agreed, subject
to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year
after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A
common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the
date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
NORTHERN STAR INVESTMENT CORP. II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
Related Party Loans
In order to finance transaction costs in connection
with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated
to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination,
the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working
Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed,
the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in
the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans,
if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be
repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working
Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would
be identical to the Private Warrants.
On March 16, 2023, the Company signed a convertible
promissory note with a related party for $321,250 for working capital purposes. The note is non-interest bearing and payable on a Business
Combination. On March 31, 2023, the note was amended and restated to remove the conversion option. The Company has concluded that the
modification of the note is not a substantive modification under ASC 470-50-40-10 and recorded the note at face value. On May 12, 2023,
the Company signed another promissory note with a related party for $100,000 for working capital purposes. The note is non-interest bearing
and payable on a Business Combination. As of June 30, 2023, there was $421,000 outstanding on these notes which are included in Promissory
notes - related party on the Company’s condensed consolidated balance sheets.
Non-Redemption Agreements
In December 2022, the Company entered into Non-Redemption
Agreements with various stockholders pursuant to which these stockholders committed not to redeem their Public Shares. In consideration
of these agreements, the Sponsor has agreed to transfer a portion of its Founder shares to the Non-Redeeming Stockholders at the closing
of the Business Combination. The Company estimated the aggregate fair value of the 363,848 Founders Shares attributable to the Non-Redeeming
Stockholders to be $160,093 or $0.44 per share. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest
in the Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff
Accounting Bulletin Topic 5A. The Company accounted for the transfer of a portion of the Sponsor’s Founders Shares to non-redeeming
stockholders as a capital contribution by the Sponsor with a corresponding charge to additional paid-in capital to recognize the fair
value of the shares transferred.
The fair value of the Founders Shares was based
on the following significant inputs:
| |
December 30, 2022 | |
Risk-free interest rate | |
| 4.49 | % |
Remaining life of SPAC | |
| 1.75 | |
Underlying stock price | |
$ | 10.02 | |
Probability of transaction | |
| 5.50 | % |
NORTHERN STAR INVESTMENT CORP. II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
NOTE 6 — COMMITMENTS
Registration Rights
Pursuant to a registration rights agreement entered
into on January 25, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder
Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants),
and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working
capital loans will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the
Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up
to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.
Consulting Agreement
On January 21, 2021, the Company entered into
an agreement with a consultant for advisory services related to a Business Combination. The agreement specified that the consultant would
assist with due diligence, deal structuring, documentation and obtaining stockholder approval for a Business Combination. The consultant
would receive a fee of 100,000 shares of the Company’s Class A common stock upon the successful consummation of a Business Combination.
In March 2022, the agreement was terminated, and the Company will not incur expenses under this agreement.
On February 1, 2022, the Company entered into
an agreement with a consultant for advisory services. The agreement specified that the Company pays $8,333.33 a month plus any out-of-pocket
expenses to the consultant. The agreement is terminable within 30 days written notice. As of June 30, 2023 and 2022 the Company incurred
$8,333 and $41,667 in related expenses, respectively.
Effective January 31, 2023, the Company terminated
its consulting agreement for advisory services.
Underwriting Agreement
The underwriters from the Initial Public Offering
are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters
solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.
NOTE 7 — STOCKHOLDERS’
DEFICIT
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December
31, 2022, there were no shares of preferred stock issued and outstanding.
Class A Common Stock — The
Company is authorized to issue 125,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common
stock are entitled to one vote for each share. On December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised
their right to redeem their public shares. Following the shareholder redemption vote, the value of the 37,926,283 shares is reflected
as a redemption payable as of December 31, 2023. This amount was paid on January 6, 2023. The remaining 2,073,717 shares not redeemed
are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s
control. At June 30, 2023 and December 31, 2022, there were 11,782,051 shares of Class A common stock issued and outstanding, 2,073,717
of which are presented as temporary equity.
Class B Common Stock —
The Company is authorized to issue 25,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B
common stock are entitled to one vote for each share. On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class
B common stock of the Company it held into 9,708,334 shares of Class A common stock of the Company. At June 30, 2023 and December 31,
2022, there were 291,666 shares of Class B common stock, issued and outstanding.
NORTHERN STAR INVESTMENT CORP. II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the
case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts
offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common
stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of
Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares
of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted
basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering,
net of conversions, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a
Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination,
any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent
securities issued to the initial stockholders or their affiliates upon conversion of loans made to the Company). Holders of Founder Shares
may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment
as provided above, at any time.
NOTE 8 — FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
|
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
|
|
|
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
|
|
|
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
At June 30, 2023 and December 31, 2022, respectively,
assets held in the Trust Account of $21,288,825 and $404,205,637, were held in money market funds which are invested primarily in U.S.
Treasury securities. From inception through June 30, 2023 the Company withdrew an aggregate of $1,437,102 of interest income from the
Trust Account to pay its franchise and income taxes, respectively.
The following table presents information about
the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022
and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
Description | |
Level | | |
June 30, 2023 | | |
December 31, 2022 | |
Assets: | |
| | |
| | |
| |
Cash and Marketable investments held in Trust Account | |
| 1 | | |
$ | 21,288,825 | | |
$ | 404,205,637 | |
Liabilities: | |
| | | |
| | | |
| | |
Warrant liability – Public Warrants (1) | |
| 1 | | |
$ | 160,000 | | |
$ | 480,000 | |
Warrant liability – Private Placement Warrants (1) | |
| 2 | | |
$ | 195,000 | | |
$ | 585,000 | |
Warrants
The Warrants were accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated balance sheets. The warrant liabilities
are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of
warrant liabilities in the consolidated statements of operations.
NORTHERN STAR INVESTMENT CORP. II
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023
(Unaudited)
The Public and Private Warrants were initially
valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black
Scholes model’s primary unobservable inputs utilized in determining the fair value of the Private Warrants are the expected volatility
of the common stock and the probability and expected timing to consummate a business combination. The expected volatility as of the IPO
date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.
The expected volatility as of subsequent valuation dates was implied from the Company’s own public stock pricing. A Monte Carlo
simulation methodology was used in estimating the fair value of the Public Warrants for the initial measurement, using the same expected
volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from
the Units, the closing price of the Public Warrants was used as the fair value of the Public Warrants as of each relevant date. At December
31, 2021, the Private Warrants were transferred to Level 2 due to the use of an observable market quote for a similar asset in an active
market.
As of June 30, 2023 and December 31, 2022, the
aggregate values of the Public Warrants and Private Placement Warrants were $160,000 and $195,000, and $480,000 and $585,000 respectively,
based on a fair value of $0.02 and $0.06 per warrant.
Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers during the
three and six months ended June 30, 2023 and during the year ended December 31, 2022.
The following table presents the changes in the
fair value of warrant liabilities for the period ended June 30, 2023 and December 31, 2022:
| |
Private Placement | | |
Public | | |
Warrant Liabilities | |
Fair value as of January 1, 2023 | |
$ | 585,000 | | |
$ | 480,000 | | |
$ | 1,065,000 | |
Change in valuation inputs or other assumptions | |
| (292,500 | ) | |
| (240,000 | ) | |
| (532,500 | ) |
Fair value as of March 31, 2023 | |
$ | 292,500 | | |
$ | 240,000 | | |
$ | 532,500 | |
Change in valuation inputs or other assumptions | |
| (97,500 | ) | |
| (80,000 | ) | |
| (177,500 | ) |
Fair value as of June 30, 2023 | |
$ | 195,000 | | |
$ | 160,000 | | |
$ | 355,000 | |
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon
this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or
disclosure in the condensed consolidated financial statements.
On July 28, 2023, the Company filed a second amendment
to the Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination
from July 28, 2023 to January 28, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may
approve. In connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and
agreed to transfer an aggregate of 226,605 shares of common stock to such parties in exchange for them agreeing not to redeem their public
shares at the Meeting. As a result of the foregoing, effective July 28, 2023, public holders of an aggregate of 452,728 public shares
exercised their right to redeem their public shares (leaving an aggregate of 1,620,989 public shares outstanding after the Meeting).
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly
Report”) to “we,” “us” or the “Company” refer to NORTHERN STAR INVESTMENT CORP. II. References
to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”
refer to Northern Star II Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of
operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and
uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are
not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and
projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements
in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion
of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives
of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify
such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s
current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the
Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ
materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual
Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings
can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities
law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,
future events or otherwise.
Overview
We are a blank check company formed under the
laws of the State of Delaware on November 12, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).
We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private
Warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor
generated any revenues to date. Our only activities from November 12, 2020 (inception) through June 30, 2023 were organizational
activities, those necessary to prepare for the Initial Public Offering, described below, and searching for a target company with which
to consummate an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business
Combination. We generate non-operating income in the form of interest income on marketable investments held in the Trust Account. We incur
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the three months ended June 30, 2023, we had a net income of $255,407,
which consists of change in fair value of warrant liabilities of $177,500 and interest earned on marketable investments held in the Trust
Account of $251,179, offset by formation and operational costs of $126,278 and provision for income taxes of $46,994.
For the six months ended June 30, 2023, we had a net income of $800,323,
which consists of change in fair value of warrant liabilities of $710,000 and interest earned on marketable investments held in the Trust
Account of $455,224, offset by formation and operational costs of $280,644 and provision for income taxes of $84,257.
For the three months ended June 30, 2022, we had
a net income of $5,960,056, which consists of change in fair value of warrant liabilities of $5,680,000, and interest earned on marketable
investments held in the Trust Account of $545,963, offset by general and administrative expenses of $206,311 and provision for income
taxes of $59,596.
For the six months ended June 30, 2022, we had
a net income of $9,499,482, which consists of change in fair value of warrant liabilities of $9,407,500, and interest earned on marketable
investments held in the Trust Account of $551,873, offset by general and administrative expenses of $400,295 and provision for income
taxes of $59,596.
Liquidity and Capital Resources
The registration statements for the Company’s
Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, we completed the Initial Public Offering
of 40,000,000 Units, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units,
at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, we consummated the sale of 9,750,000 Private Placement Warrants at a price of $1.00 per Private Warrant in a private
placement to the Sponsor, generating gross proceeds of $9,750,000, which is described in Note 4.
For the six months ended June 30, 2023, cash used
in operating activities was $442,217. Net income of $800,323 was affected by change in fair value of warrant liabilities of $710,000,
and interest earned on marketable investments held in the Trust Account of $455,224. Changes in operating assets and liabilities used
$77,316 of cash for operating activities.
For the six months ended June 30, 2022, cash
used in operating activities was $420,935. Net income of $9,499,482 was affected by interest earned on marketable investments held in
the Trust Account of $551,873, and changes in fair value of warrant liabilities of $9,407,500. Changes in operating assets and liabilities
provided $38,956 of cash for operating activities.
As of June 30, 2023, we had marketable securities
held in the Trust Account of $21,288,825 (including approximately $551,655 of interest income). Interest income on the balance in the
Trust Account may be used by us to pay taxes.
We intend to use substantially all of the funds
held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions
and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in
part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2023, we had cash of $186,279.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate
and complete a Business Combination.
In order to fund working capital deficiencies
or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their
affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such
loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the
Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of
such loans may be convertible into warrants at a price of $1.00 per unit, at the option of the lender. The warrants would be identical
to the Private Warrants.
On March 16, 2023, the Company signed a convertible
promissory note with a related party for $321,250 for working capital purposes. The note is non-interest bearing and payable on a Business
Combination. On March 31, 2023, the note was amended and restated to remove the conversion option. The Company has concluded that the
modification of the note is not a substantive modification under ASC 470-50-40-10 and recorded the note at face value. On May 12, 2023,
the Company signed another promissory note with a related party for $100,000 for working capital purposes. The note is non-interest bearing
and payable on a Business Combination. As of June 30, 2023, there was $421,000 outstanding on these notes which is included in Promissory
notes - related party on the Company’s condensed consolidated balance sheets.
The Company will need to raise additional capital
through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers,
directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they
deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able
to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential
transaction, and reducing overhead expenses. Moreover, we may need to obtain additional financing either to complete our Business Combination
or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which
case we may issue additional securities or incur debt in connection with such Business Combination.
Going Concern
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going
Concern,” the Company has until January 28, 2024 (or such earlier liquidation and dissolution date as the Company’s
board of directors may approve) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a
Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested
by the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of
the Company. Management has determined that the low cash balance as well as the mandatory liquidation, should a Business Combination
not occur and an extension not requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the
Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after January 28, 2024. The Company intends to continue to search for and
seek to complete a Business Combination before the mandatory liquidation date.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual obligations
We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than described below.
The underwriters are entitled to a deferred fee
of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in
the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
In December 2022, the Sponsor entered into Non-Redemption
Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 363,848 shares of common stock to such parties
in exchange for them agreeing not to redeem their public shares at the Meeting to extend the time to consummate an initial Business Combination
until July 28, 2023. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate of 37,926,283 public shares
exercised their right to redeem their public shares (leaving an aggregate of 2,073,717 public shares outstanding after the Meeting) resulting
in payment to such holders of an aggregate of $383,250,434 in cash and payable at December 31, 2022. On January 6, 2023, the redemptions
were paid.
On February 1, 2022, the Company entered into
an agreement with a consultant for advisory services. The agreement specified that the Company pays $8,333.33 a month plus any out-of-pocket
expenses to the consultant. The agreement is terminable within 30 days written notice. As of June 30, 2023 and 2022, the Company incurred
$8,333 and $41,667 in related expenses, respectively.
On July 28, 2023, the Sponsor entered into additional
Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 226,605 shares of common stock
to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. As a result of the foregoing, effective
July 28, 2023, public holders of an aggregate of 452,728 public shares exercised their right to redeem their public shares (leaving an
aggregate of 1,620,989 public shares outstanding after the Meeting).
Critical Accounting Policies
The preparation of condensed consolidated financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially
differ from those estimates.
Warrant Liabilities
The company assessed its warrants under ASC 480-25,
“Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own
Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”)
as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from
being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company
accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at
fair value on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting
date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change.
Class A Common Stock Subject to Possible
Redemption
We account for our Class A common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument
and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified
as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features
certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly,
shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’
deficit section of our balance sheets.
We recognize changes in redemption value immediately
as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.
Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption
amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital (to the
extent available) and accumulated deficit.
Net Income Per Common Share
We comply with accounting and disclosure requirements
of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock
and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Net income per common share is
calculated by dividing the net income by the weighted average number of common stock outstanding for the respective period. We did not
consider the effect of the warrants issued in connection with the initial public offering and the private placement in the calculation
of diluted income per common share because their exercise is contingent upon future events. As a result, diluted net income per common
share is the same as basic net income per common share. Remeasurement associated with the redeemable Class A common stock is excluded
from income per common share as the redemption value approximates fair value.
Recent Accounting Standards
In June 2016, the FASB issued Accounting Standards
Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at
the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events,
including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported
amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting
companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal
years, with early adoption permitted. We adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact
on its financial statements.
Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated
financial statements.
Use of Estimates
The preparation of the condensed consolidated
financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements
is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information
becomes available and, accordingly, the actual results could differ significantly from those estimates.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,
summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with
the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer
and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the
Exchange Act, our Principal Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Principal Executive Officer
and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to
the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to
ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements
included in this Quarter Report present fairly in all material respects our financial position, results of operations and cash flows for
the period presented.
Management has identified a material weakness
in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately
apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards
that apply to our financial statements, including enhanced analyses by our personnel and third-party professionals with whom we consult
regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no
assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over Financial
Reporting
There were no changes in our internal control
over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1A. Risk Factors
As of the date of this Quarterly Report, there
have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2022 except as set forth below. Any of these factors could result in a significant or material adverse effect on our
results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may
also impair our business or results of operations.
We identified an additional material weakness
in our internal control over financial reporting relating to our complex financial instruments. This material weakness could continue
to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management also
evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses identified through such
evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements
will not be prevented or detected on a timely basis.
As described elsewhere in this report, in connection
with the preparation of our financial statements as of June 30, 2023, management identified errors made in our historical financial statements
where we improperly classified some of our Class A common stock subject to possible redemption. We previously determined the Class A
common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while
also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001 pursuant to our amended
and restated certificate of incorporation. Management determined that the Class A common stock issued during our initial public offering
can be redeemed or become redeemable subject to the occurrence of future events considered outside our control. Therefore, management
concluded that temporary equity should include all shares of Class A common stock subject to possible redemption. As a result, management
has noted a classification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying
value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent
available), accumulated deficit and Class A common stock.
Management concluded that the foregoing constituted
a material weakness as of June 30, 2023.
As a result, we performed additional analysis
as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Accordingly, management believes that the financial statements included in this Form10-Q present fairly in all material respects our financial
position, results of operations and cash flows for the period presented. However, we cannot assure you that the foregoing will not result
in any future material weaknesses or deficiencies in internal control over financial reporting. Even though we have strengthened our controls
and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to
facilitate the fair presentation of our financial statements.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
On January 28, 2021, we consummated the Initial Public Offering of 40,000,000 Units. The Units were sold at an offering price of $10.00
per unit, generating total gross proceeds of $400,000,000. Citi Group acted as sole book-running manager of the Initial Public Offering.
The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-251921 and 333-252421).
The Securities and Exchange Commission declared the registration statements effective on January 25, 2021.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the
“Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware
limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000. Each Private Warrant will be exercisable
to purchase one share of Class A common stock at an exercise price of $11.50. Each whole Private Warrant is exercisable to purchase
one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
The Private Warrants are identical to the warrants
underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable
until after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial
Public Offering, the exercise of the over-allotment option and the Private Warrants, an aggregate of $400,000,000 was placed in the Trust
Account.
We paid a total of $22,524,463 of transaction
costs, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other costs and expenses
related to the Initial Public Offering.
For a description of the use of the proceeds generated
in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 6. Exhibits
The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report on Form 10-Q.
* |
Filed herewith. |
** |
Furnished. |
SIGNATURES
In accordance with the requirements of the Exchange
Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
NORTHERN
STAR INVESTMENT CORP. II |
|
|
|
Date: August 21, 2023 |
By: |
/s/
Jonathan Ledecky |
|
Name: |
Jonathan Ledecky |
|
Title: |
President and Chief Operating
Officer |
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
By: |
/s/ Jim Brady |
|
Name: |
Jim
Brady |
|
Title: |
Chief
Financial Officer |
|
|
(Principal Accounting and Financial Officer) |
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In connection with the Quarterly Report of NORTHERN
STAR INVESTMENT CORP. II (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities
and Exchange Commission (the “Report”), I, Jonathan Ledecky, President and Chief Operating Officer of the Company, certify,
pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
In connection with the Quarterly Report of NORTHERN
STAR INVESTMENT CORP. II (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities
and Exchange Commission (the “Report”), I, Jim Brady, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: