SEC Form SC 13D filed by Northern Star Investment Corp. II

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Northern Star Investment Corp. II

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

66573W 107

(CUSIP Number)

Northern Star Investment Corp. II

c/o Graubard Miller

405 Lexington Avenue, 44th Floor

New York, New York 10174

(212) 818-8800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2022

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

This Schedule 13D filed on behalf of (i) Northern Star II Sponsor LLC, a Delaware limited liability company (“Sponsor”); and each of the Sponsor’s two managing members, (ii) Jonathan J. Ledecky, the Issuer’s Chief Operating Officer and President, and (iii) Joanna Coles, the Issuer’s Chief Executive Officer and Chairperson of the Board of Directors ((i) through (iii) collectively, the “Reporting Persons”) with respect to the Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Northern Star Investment Corp. II (the “Issuer”).

Item 1. Security and Issuer

Item 2. Identity and Background

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 3. Source and Amount of Funds or Other Consideration

See Item 4 of this Schedule 13D, which information is incorporated herein by reference.

Item 4. Purpose of the Transaction

In November 2020, the Sponsor purchased 8,625,000 shares of Issuer Class B common stock (“Class B Common Stock”, such 8,625,000 shares the “Founder Shares”) for an aggregate price of $25,000. In January 2021, the Issuer effected a stock dividend (the “Dividend”) of approximately 0.167 shares for each outstanding share, resulting in the Sponsor holding 10,062,500 Founder Shares. Also in January 2021, Sponsor transferred an aggregate of 291,666 Founder Shares to the Chief Financial Officer and independent directors of the Issuer.

On January 28, 2021, the Issuer consummated its Initial Public Offering (the “IPO”) of 40,000,000 units, each consisting of one share of common stock and one-fifth of one warrant to purchase one share of common stock for $11.50 per share, including 5,000,000 units subject to the underwriters’ over-allotment option.

In a private placement (the “Private Placement”) that occurred simultaneously with the consummation of the IPO, Sponsor purchased an aggregate of 9,750,000 Warrants (“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $9,750,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO deposited in the Issuer’s SPAC trust account (the “Trust Account”). If Issuer does not complete a business combination within the period (the “Combination Period”) allowed by Issuer’s amended and restated certificate of incorporation, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees.

Pursuant to the Letter Agreements (as defined below) described in Item 6 of this Schedule 13D, which information is incorporated herein by reference, each of Sponsor, Mr. Ledecky and Ms. Coles, among others, has agreed not to transfer or sell (subject to certain limited exceptions) (1) the Founder Shares until the earlier of  (A) one year after the completion of Issuer’s initial business combination or (B) subsequent to Issuer’s initial business combination, (x) if the reported closing price of 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 Issuer’s initial business combination, or (y) the date on which Issuer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property, or (2) the Private Placement Warrants and the Class A Common Stock underlying such Warrants, until 30 days after the completion of Issuer’s initial business combination.

Sponsor had agreed to forfeit up to 1,312,500 Founder Shares to the extent that the underwriters’ over-allotment option was not exercised in full. Accordingly, Sponsor forfeited 62,500 Founder Shares. That resulted in the Sponsor holding 9,708,334 Founder Shares of Class B Common Stock.

The shares of Class B Common Stock would automatically convert into shares of Class A Common Stock at the closing of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. On December 30, 2022, Sponsor elected to convert its 9,708,334 shares of Class B Common Stock into an aggregate of 9,708,334 shares of Class A Common Stock pursuant to the terms of the Class B Common Stock.

The source of funds for the acquisitions described above was the working capital of the Sponsor. The securities owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may acquire additional securities of the Issuer, and, subject to the agreements described below in Item 6, retain or sell all or a portion of the securities then held in the open market or in privately negotiated transactions. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake with respect to securities of the issuer may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

As directors and/or officers of the Issuer, each of Mr. Ledecky and Ms. Coles may be involved in making material business decisions regarding the Issuer’s policies and practices and may be involved in the consideration of various proposals considered by the Issuer’s board of directors.

Other than as described above and in Item 6 of this Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5. Interest in Securities of the Issuer

Sponsor

(a) Sponsor beneficially owns 9,708,334 shares of Class A Common Stock (not including 9,750,000 shares of Class A Common Stock issuable upon the exercise of Private Placement Warrants, which are not exercisable within 60 days). Such number of shares represents an aggregate of 82.4% of the class of securities, based on there being 11,782,051 shares of Class A Common Stock outstanding, as reported by the Issuer in its Current Report on Form 8-K dated December 29, 2022 (filed with the SEC January 3, 2023).

(c) Except as described in Item 6, during the past 60 days, Sponsor has not effected any transactions in the Class A Common Stock.

(d) None.

(e) Not applicable.

Mr. Ledecky

(a) Mr. Ledecky beneficially owns 9,708,334 shares of Class A Common Stock (not including 9,750,000 shares of Class A Common Stock issuable upon the exercise of Private Placement Warrants, which are not exercisable within 60 days). Such number of shares represents an aggregate of 82.4% of the class of securities, based on there being 11,782,051 shares of Class A Common Stock outstanding, as reported by the Issuer in its Current Report on Form 8-K dated December 29, 2022 (filed with the SEC January 3, 2023).

(c) Except as described in Item 6, during the past 60 days, Mr. Ledecky has not effected any transactions in the Class A Common Stock.

(d) None.

(e) Not applicable.

Ms. Coles

(a) Ms. Coles beneficially owns 9,708,334 shares of Class A Common Stock (not including 9,750,000 shares of Class A Common Stock issuable upon the exercise of Private Placement Warrants, which are not exercisable within 60 days). Such number of shares represents an aggregate of 82.4% of the class of securities, based on there being 11,782,051 shares of Class A Common Stock outstanding, as reported by the Issuer in its Current Report on Form 8-K dated December 29, 2022 (filed with the SEC January 3, 2023).

(c) Except as described in Item 6, during the past 60 days, Ms. Coles has not effected any transactions in the Class A Common Stock.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Class B Common Stock

In November 2020, the Sponsor purchased 8,625,000 Founder Shares for an aggregate price of $25,000. In January 2021, the Issuer issued the Dividend of approximately 0.167 shares for each outstanding share, resulting in the Sponsor holding 10,062,500 Founder Shares. Also in January 2021, Sponsor transferred an aggregate of 291,666 Founder Shares to the Chief Financial Officer and independent directors of the Issuer.

On January 28, 2021, the Issuer consummated its IPO of 40,000,000 units, each consisting of one share of common stock and one-fifth of one warrant to purchase one share of common stock for $11.50 per share, including 5,000,000 units subject to the underwriters’ over-allotment option.

In the Private Placement that occurred simultaneously with the consummation of the IPO, Sponsor purchased an aggregate of 9,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $9,750,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO deposited in the Trust Account. If Issuer does not complete a business combination within the Combination Period allowed by Issuer’s amended and restated certificate of incorporation, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees.

Prior to the IPO, Sponsor had agreed to forfeit up to 1,312,500 Founder Shares to the extent that the underwriters’ over-allotment option in the IPO was not exercised in full. Accordingly, Sponsor forfeited 62,500 Founder Shares. That resulted in the Sponsor holding 9,708,334 Founder Shares of Class B Common Stock.

On December 30, 2022, the Sponsor elected to convert all 9,708,334 shares of Class B Common Stock owned by them into an aggregate of 9,708,334 shares of Class A Common Stock pursuant to the terms of the Class B Common Stock.

Insider Letter Agreements

In connection with the IPO, Sponsor and each member of Issuer’s board of directors and each of its executive officers (including Mr. Ledecky and Ms. Coles as directors and/or executive officers of Issuer) entered into letter agreements (collectively, the “Letter Agreements”), pursuant to which they agreed to (i) waive their redemption rights with respect to their Founder Shares and any shares Class A Common Stock sold in the IPO (“Public Shares”) owned by them in connection with the completion of Issuer’s initial business combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the amended and restated certificate of incorporation to modify the substance or timing of Issuer’s obligation to redeem 100% of the Public Shares if the Company does not complete a business combination within the Combination Period, or to provide for redemption in connection with a business combination, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete a business combination within the Combination Period, although they will be entitled to redemption or liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Issuer fails to complete a business combination within the Combination Period, and (iv) vote any Founder Shares held by them and any Public Shares purchased after the IPO (including in open market and privately-negotiated transactions) in favor of any proposed business combination for which Issuer seeks stockholder approval. They have also agreed by the Letter Agreements not to transfer or sell (subject to certain limited exceptions) (1) the Founder Shares until the earlier of  (A) one year after the completion of Issuer’s initial business combination or (B) subsequent to Issuer’s initial business combination, (x) if the reported closing price of our 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 Issuer’s initial business combination, or (y) the date on which Issuer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property, or (2) the Private Placement Warrants and the Class A common stock underlying such Warrants, until 30 days after the completion of Issuer’s initial business combination.

The foregoing description of the Letter Agreements is qualified in its entirety by reference to the full text of such agreement, a copy of the form of which is filed as Exhibit 2 hereto.

Private Placement Warrants

On January 28, 2021, Sponsor purchased an aggregate of 9,750,000 Private Placement Warrants for an aggregate purchase price of approximately $9,750,000 in the Private Placement that occurred simultaneously with the closing of the IPO. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO deposited in the Trust Account. If Issuer does not complete a business combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees.

Each Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. The Warrants will become exercisable 30 days after the completion of Issuer’s initial business combination. In addition, if (x) Issuer issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by Issuer’s board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any founder shares held by the Initial Stockholders or their affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of Issuer’s initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of Issuer’s common stock during the 20 trading day period starting on the trading day prior to the day on which it consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Once the Warrants become exercisable, Issuer may redeem the outstanding Warrants (except as described herein with respect to the Private Placement Warrants) in whole and not in part, at a price of $0.01 per Warrant, upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”), if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which Issuer sends the notice of redemption to holders of the Warrants.

Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem the outstanding Warrants:

The “fair market value” of the Class A common stock for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants.

The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 3 hereto.

Registration Rights Agreement

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 entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which they have registration rights to require the Issuer 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 three demands, excluding short form demands, that the Issuer 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 and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 4 hereto.

Indemnification Agreement

In connection with its IPO, Issuer entered into an indemnification agreement (“Indemnification Agreement”) with each of its executive officers and directors (including Mr. Ledecky and Ms. Coles), pursuant to which the Issuer agreed to indemnify and advance certain expenses such persons, to the fullest extent permitted by applicable law, if such persons are or are threatened to be made a party to certain proceedings by reason of their service to the Issuer.

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 5 hereto.

Non-Redemption Agreements

On December 22, 23, 27, 28, and 29, 2022, Sponsor entered into agreements (“Non-Redemption Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem certain of the shares of common stock of the Issuer held by them at a meeting called by the Issuer to extend the time the Issuer had to consummate an initial business combination. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such third parties an aggregate of 363,848 shares of common stock held by it immediately prior to the consummation of a business combination.

The foregoing description of the Non-Redemption Agreements is qualified in its entirety by reference to the full text of such agreements, a copy of which is filed as Exhibit 6 hereto.

Other Transactions between the Issuer and Reporting Persons

Sponsor loaned the Issuer $150,000 prior to the IPO, which loan was paid back by the Issuer in full upon consummation of the IPO.

Item 7. Material to be Filed as Exhibits

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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