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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): August 31, 2023
NORTHERN STAR INVESTMENT CORP. IV
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-40135 |
|
85-4156787 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue, 44th Floor
New York, NY 10174
(Address of Principal
Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section
12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant |
|
NSTD.U |
|
The New York Stock Exchange |
Class A Common Stock, par value $0.0001 per share |
|
NSTD |
|
The New York Stock Exchange |
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share |
|
NSTD WS |
|
OTC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws.
The information included
in Item 5.07 is incorporated by reference into this item to the extent required.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On August 31, 2023, Northern
Star Investment Corp. IV (the “Company”) held a special meeting of stockholders called by the Company (the “Meeting”)
to approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from
September 4, 2023 to March 4, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may approve
(the “Extension”). An aggregate of 14,212,911 shares of the Company’s common stock, which represented a quorum of the
outstanding common stock entitled to vote as of the record date of August 4, 2023, were represented in person or by proxy at the Meeting.
The Company’s stockholders
voted on the following proposal at the Meeting, which was approved:
|
(1) |
Proposal No. 1 — The Extension Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 4, 2023 to March 4, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may approve. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
13,210,686 |
|
0 |
|
0 |
|
0 |
As previously disclosed,
in connection with the Meeting, Northern Star IV Sponsor LLC (the “Sponsor”) entered into agreements (“Non-Redemption
Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 2,200,000 shares
(“Non-Redeemed Shares”) of the Company sold in its initial public offering (“public shares”) in connection with
the Extension. In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors
an aggregate of 440,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination
if they continue to hold such Non-Redeemed Shares through the effectuation of the Extension. The foregoing arrangements did not increase
the likelihood that the proposal was approved by stockholders but did increase the amount of funds that remained in the Company’s
trust account following the Meeting. As a result of the foregoing, effective August 31, 2023, public holders of an aggregate of 1,913,350
public shares exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 2,299,561 public shares
outstanding after the Meeting).
The foregoing summary
of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption
Agreement previously filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated and filed August 18, 2023 and incorporated
herein by reference.
On August 31, 2023, the
Company filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware
to effectuate the Extension. A copy of the amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 31, 2023 |
NORTHERN STAR INVESTMENT CORP. IV |
|
|
|
|
By: |
/s/ Jonathan Ledecky |
|
|
Jonathan Ledecky |
|
|
Chief Operating Officer |
2
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NORTHERN STAR INVESTMENT CORP. IV
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, being a
duly authorized officer of NORTHERN STAR INVESTMENT CORP. IV (the “Corporation”), a corporation existing
under the laws of the State of Delaware, does hereby certify as follows:
1. The
name of the Corporation is Northern Star Investment Corp. IV.
2. The
Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 30,
2020, an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware
on March 1, 2021 and an amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary
of State of the State of Delaware on March 3, 2023.
3. This
Amendment to the Amended and Restated Certificate of Incorporation further amends the Amended and Restated Certificate of Incorporation
of the Corporation.
4. This
Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least
65% of the outstanding shares of common stock at a meeting of stockholders in accordance with ARTICLE SIXTH of the Amended and Restated
Certificate of Incorporation and the provisions of Sections 242 the General Corporation Law of the State of Delaware.
5. Section
F of ARTICLE SIXTH is hereby deleted and replaced in its entirety as follows:
3. “In
the event that the Corporation does not consummate a Business Combination by March 4, 2024 or such earlier liquidation and dissolution
date as the Company’s board of directors may approve (the “Termination Date”), the Corporation 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 Corporation 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 Corporation’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 Corporation 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 Corporation’s obligations
under the GCL to provide for claims of creditors and other requirements of applicable law.
IN WITNESS WHEREOF, I
have signed this Amendment to the Amended and Restated Certificate of Incorporation this 31st day of August, 2023.
|
|
/s/ Jonathan Ledecky |
|
|
Jonathan Ledecky
Chief Operating Officer |
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Entity File Number |
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|
Entity Registrant Name |
NORTHERN STAR INVESTMENT CORP. IV
|
Entity Central Index Key |
0001835814
|
Entity Tax Identification Number |
85-4156787
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
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Security Exchange Name |
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Security Exchange Name |
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