Table of Contents
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 March 31, 2021

2022
☐

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:001-40135

NORTHERN STAR INVESTMENT CORP. IV

(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
85-4156787

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

The Chrysler Building

405 Lexington Avenue,

11th Floor

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

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
 
The New York Stock Exchange

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-acceleratedanon-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 June 2, 2021,May 16, 2022, there were 
40,000,000 shares of Class A common stock, par value $0.0001 per share, and 10,000,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

NORTHERN STAR INVESTMENT CORP. IV

FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2021

2022

TABLE OF CONTENTS

   
Page
 

Part I. Financial Information

  

Item 1. Financial Statements (Unaudited)

   1 

Condensed Balance SheetSheets as of March 31, 20212022 (Unaudited) and December 31, 2020 (Unaudited)September 30, 2021 (Audited)

   1 

Condensed StatementStatements of Operations for the Three and Six Months Ended March 31, 2022 (Unaudited) and three months ended March 31, 2021 and for the period from November 30, 2020 (inception) through March 31, 2021 (Unaudited)

   2 

Condensed StatementStatements of Changes in Stockholder’s EquityStockholders’ Deficit for the Three Months Ended March 31, 2022 (Unaudited) and three months ended March 31, 2021 and for the period from November 30, 2020 (inception) through March 31, 2021 (Unaudited)

   3 

Condensed StatementStatements of Cash Flows for the ThreeSix Months EndedMarch 31, 2022 (Unaudited) and for the period from November 30, 2020 (inception) through March 31, 2021 (Unaudited)

   4 

Notes to Unaudited Condensed Financial Statements (Unaudited)

   5 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   15 

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk

   17 

Item 4. Controls and Procedures

   17 

Part II. Other Information

  

Item 1A. Risk Factorsfactors

   1718 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

   18 

Item 6. Exhibits

18
Signatures
   19 

Part III. Signatures

20

Table of Contents

PART I - I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

NORTHERN STAR INVESTMENT CORP. IV

CONDENSED BALANCE SHEETS

   March 31,
2021		  December 31,
2020		 
   (Unaudited)  (Unaudited) 

ASSETS

   

Current assets

   

Cash

  $1,351,771  $150,000 
  

 

 

  

 

 

 

Total Current Assets

   1,351,771   150,000 

Deferred offering costs

   —     52,500 

Cash and marketable securities held in Trust Account

   400,004,195   —   
  

 

 

  

 

 

 

TOTAL ASSETS

  $401,355,966  $202,500 
  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

   

Current liabilities

   

Accounts payable and accrued expenses

  $112,278  $875 

Accrued offering costs

   108,000   27,500 

Promissory note — related party

   —     150,000 
  

 

 

  

 

 

 

Total Current Liabilities

   220,278   178,375 

Warrant Liabilities

   15,957,000   —   

Deferred underwriting fee payable

   14,000,000   —   
  

 

 

  

 

 

 

TOTAL LIABILITIES

   30,177,278   178,375 
  

 

 

  

 

 

 

Commitments and Contingencies

   

Class A common stock subject to possible redemption 36,617,868 and 0 shares at redemption value as of March 31, 2021 and December 31, 2020, respectively

   366,178,680   —   

Stockholders’ Equity

   

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding

   —     —   

Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 3,382,132 and 0 shares issued and outstanding (excluding 36,617,868 and no shares subject to possible redemption) as of March 31, 2021 and December 31, 2020, respectively

   338   —   

Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 10,062,500 shares issued and outstanding, at March 31, 2021 and December 31, 2020(1)

   1,006   1,006 

Additional paid-in capital

   5,483,946   23,994 

Accumulated deficit

   (485,282)   (875) 
  

 

 

  

 

 

 

Total Stockholders’ Equity

   5,000,008   24,125 
  

 

 

  

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $401,355,966  $202,500 
  

 

 

  

 

 

 

(1)

Included up to 62,500 shares of Class B common stock that remained subject to forfeiture as a result of the underwriter’s election to partially exercise its over-allotment option (see Note 5).

   
March 31,
2022
  
September 30,
2021
 
   
(Unaudited)
  
(Audited)
 
ASSETS
         
Current Assets
         
Cash
  $521,983  $1,029,943 
Prepaid expenses and other current assets
   29,842   29,842 
   
 
 
  
 
 
 
Total Current Assets
   551,825   1,059,785 
Marketable securities held in Trust Account
   400,045,008   400,021,169 
   
 
 
  
 
 
 
TOTAL ASSETS
  
$
400,596,833
 
 
$
401,080,954
 
   
 
 
  
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
         
Current Liabilities
         
Accrued expenses
  $291,333  $378,535 
Accrued offering costs
   8,250   24,550 
   
 
 
  
 
 
 
Total Current Liabilities
   299,583   403,085 
Warrant Liabilities
   7,551,667   14,610,834 
Deferred underwriting payable
   14,000,000   14,000,000 
   
 
 
  
 
 
 
TOTAL LIABILITIES
  
 
21,851,250
 
 
 
29,013,919
 
   
 
 
  
 
 
 
Commitments and Contingencies
  0   0  
Class A common stock subject to possible redemption 40,000,000 shares at redemption value, as of March 31, 2022, and September 30, 2021
   400,000,000   400,000,000 
   
 
 
  
 
 
 
Stockholders’ Deficit
         
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding
   0—     0—   
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 0 shares issued and outstanding (excluding 40,000,000 shares subject to possible redemption) as of March 31, 2022, and September 30, 2021
   0     0   
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 10,000,000 shares issued and outstanding as of March 31, 2022 and September 30, 2021
   1,000   1,000 
Additional
paid-in
capital
   0     0   
Accumulated deficit
   (21,255,417)   (27,933,965) 
   
 
 
  
 
 
 
Total Stockholders’ Deficit
  
 
(21,254,417
) 
 
 
(27,932,965
) 
   
 
 
  
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  
$
400,596,833
 
 
$
401,080,954
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.

1
Table of Contents
NORTHERN STAR INVESTMENT CORP. IV

CONDENSED STATEMENTSTATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

Formation and operational costs

  $111,519 
  

 

 

 

Loss from operations

   (111,519) 

Other income:

  

Interest earned on marketable securities held in Trust Account

   3,951 

Transaction costs incurred at initial public offering

   (377,083) 

Unrealized gain on marketable securities held in Trust Account

   244 
  

 

 

 

Other loss, net

   (372,888) 
  

 

 

 

Loss before provision for benefit from income taxes

   (484,407) 
  

 

 

 

Net loss

  $(484,407) 
  

 

 

 

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

   36,628,601 
  

 

 

 

Basic and diluted net loss per share, Class A common stock subject to possible redemption

  $0.00 
  

 

 

 

Basic and diluted weighted average shares outstanding, Non-redeemable common stock

   10,136,420 
  

 

 

 

Basic and diluted net loss per share, Non-redeemable common stock

  $(0.05) 
  

 

 

 

   
Three Months Ended
March 31,
  
Six Months
Ended
March 31,
  
For the
Period from
November 30,
2020
(Inception)
through
March 31,
 
   
2022
  
2021
  
2022
  
2021
 
Formation and operational costs
  $171,648  $111,519  $404,458  $112,394 
   
 
 
  
 
 
  
 
 
  
 
 
 
Loss from operations
  
 
(171,648
) 
 
 
(111,519
) 
 
 
(404,458
) 
 
 
(112,394
) 
Other income (loss):
                 
Interest earned on marketable securities held in Trust Account
   9,865   3,951   23,839   3,951 
Unrealized gain on marketable securities held in Trust Account
   0     244   0     244 
Transaction costs incurred at initial public offering
   0     (377,083)   0     (377,083) 
Change in fair value of warrant liabilities
   6,566,667   0   7,059,167   0   
   
 
 
  
 
 
  
 
 
  
 
 
 
Total other income (loss), net
   6,576,532   (372,888)   7,083,006   (372,888) 
Net income (loss)
  
$
6,404,884
 
 
$
(484,407
) 
 
$
6,678,548
 
 
$
(485,282
) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted weighted average shares outstanding, Class A common stock
   40,000,000   12,000,000   40,000,000   8,925,620 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted net income per share, Class A common stock
  
$
0.13
 
 
$
(0.02
) 
 
$
0.13
 
 
$
(0.03
) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted weighted average shares outstanding, Class B common stock
   10,000,000   9,125,000  $10,000,000   7,727,273 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic and diluted net income per share, Class B common stock
  
$
0.13
 
 
$
(0.02
) 
 
 
0.13
 
 
$
(0.03
) 
   
 
 
  
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.

2
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NORTHERN STAR INVESTMENT CORP. IV

CONDENSED STATEMENTSTATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

STOCKHOLDERS’ DEFICIT

(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2022
                                                                      
   
Class A Common Stock
   
Class B Common Stock
   
Additional
Paid
   
Accumulated
  
Total
Stockholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
in Capital
   
Deficit
  
Deficit
 
                                                                                            
Balance – September 30, 2021
  
 
0  
 
  
$
0  
   
 
10,000,000
 
  
$
1,000
 
  
$
0  
   
$
(27,933,965
) 
 
$
(27,932,965
) 
Net income
   —      —      —      —      —      273,664   273,664 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance – December 31, 2021
  
 
0  
 
  
$
0  
   
 
10,000,000
 
  
$
1,000
 
  
$
0  
   
$
(27,660,301
) 
 
$
(27,659,301
) 
Net income
   —      —      —      —      —      6,404,884   6,404,884 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance – March 31, 2022
  
 
0  
 
  
$
0  
   
 
10,000,000
 
  
$
1,000
 
  
$
0  
   
$
(21,255,417
) 
 
$
(21,254,417
) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

   Class A Common Stock  Class B Common Stock   Additional
Paid		  Accumulated  Total
Stockholders’		 
   Shares  Amount  Shares   Amount   in Capital  Deficit  Equity 

Balance – January 1, 2021

   —    $—     10,062,500   $1,006   $23,994  $(875)  $24,125 

Sale of 40,000,000 Units, net of underwriting discounts and offering expenses

   40,000,000   4,000       371,361,970    371,365,970 

Class A common stock subject to possible redemption

   (36,617,868)   (3,662)   —      —      (366,175,018)   —     (366,178,680) 

Cash paid in excess of fair value of Private Placement Warrants

         273,000   —     273,000 

Net loss

   —     —     —      —      —     (484,407)   (484,407) 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Balance – March 31, 2021

   3,382,132  $338   10,062,500   $1,006   $5,483,946  $(485,282)  $5,000,008 
  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

   
Class A Common Stock
   
Class B Common Stock
   
Additional
Paid
  
Accumulated
  
Total
Stockholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
in Capital
  
Deficit
  
Equity (Deficit)
 
Balance – November 30, 2020 (inception)
  
 
0  
   
$
0  
   
 
0  
   
$
0  
   
$
0  
  
$
0  
 
 
$
0  
 
Issuance of Class B common stock to Sponsor
   —      —      10,062,500    1,006    23,994  
 
0  
 
  25,000 
Net loss
   —      —      —      —      —     (875)   (875) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance – December 31, 2020
  
 
0  
 
  
$
0  
   
 
10,062,500
 
  
$
1,006
 
  
$
23,994
 
 
$
(875
) 
 
$
24,125
 
Cash paid in excess of fair value
   —      —      —      —      273,000   —     273,000 
Remeasurement adjustment to share subject to redemption   —      —      —      —      (297,000)   (28,337,030)   (28,634,030) 
Net loss
   —      —      —      —      —     (484,407)   (484,407) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
Balance – March 31, 2021
  
 
0  
 
  
$
0  
   
 
10,062,000
 
  
$
1,006
 
  
$
(6
) 
 
$
(28,822,312
) 
 
$
(28,821,312
) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
  
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.

3
Table of Contents
NORTHERN STAR INVESTMENT CORP. IV

CONDENSED STATEMENTSTATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

(UNAUDITED)

Cash Flows from Operating Activities:

  

Net loss

  $(484,407) 

Adjustments to reconcile net loss to net cash used in operating activities:

  

Interest earned on marketable securities held in Trust Account

   (3,951) 

Transaction costs incurred in connection with IPO

   377,083 

Unrealized gain on marketable securities held in Trust Account

   (244) 

Changes in operating assets and liabilities:

  

Accounts payable and accrued expenses

   111,403 
  

 

 

 

Net cash used in operating activities

   (116) 
  

 

 

 

Cash Flows from Investing Activities:

  

Investment of cash in Trust Account

   (400,000,000) 
  

 

 

 

Net cash used in investing activities

   (400,000,000) 
  

 

 

 

Cash Flows from Financing Activities:

  

Proceeds from sale of Units, net of underwriting discounts paid

   392,000,000 

Proceeds from sale of Private Placement Warrants

   9,750,000 

Repayment of promissory note – related party

   (150,000) 

Payment of offering costs

   (398,113) 
  

 

 

 

Net cash provided by financing activities

   401,201,887 
  

 

 

 

Net Change in Cash

   1,201,771 

Cash – Beginning of period

   150,000 
  

 

 

 

Cash – End of period

  $1,351,771 
  

 

 

 

Non-Cash investing and financing activities:

  

Initial classification of common stock subject to possible redemption

  $366,286,010 
  

 

 

 

Change in value of common stock subject to possible redemption

  $(107,330) 
  

 

 

 

Deferred underwriting fee payable

  $14,000,000 
  

 

 

 

   
Six Months

Ended

March 31, 2022
  
For The Period From
November 30, 2020
(Inception) Through
March 31, 2021
 
Cash Flows from Operating Activities:
   
Net income (loss)
  $6,678,548  $(485,282) 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
         
Change in fair value of warrant liability
   (7,059,167)   — 
Transaction Costs incurred in connection with IPO
  
—  
   
377,083
 
Unrealized gain on marketable securities held in Trust Account
   0     (244) 
Interest earned on marketable securities held in Trust Account
   (23,839)   (3,951) 
Changes in operating assets and liabilities:
         
Accrued expenses
   (87,202)   112,278 
Net cash used in operating activities
  
 
(491,660
) 
 
 
(116
) 
Cash Flows from Investing Activities:
         
Investment of cash in Trust Account
   0     (400,000,000) 
Net cash used in investing activities
  
 
0  
 
 
 
(400,000,000
) 
Cash Flows from Financing Activities:
         
Proceeds from sale of Units, net of underwriting discounts paid
   0     392,000,000 
Proceeds from sale of Private Placements Warrants
   0     9,750,000 
Repayment of promissory note - related party
   0     (150,000) 
Payment of offering costs
   (16,300)   (398,113) 
Net cash (used in) provided by financing activities  
 
(16,300
) 
 
 
401,201,887
 
          
Net Change in Cash
  
 
(507,960
) 
 
 
1,201,771
 
Cash – Beginning of period
   1,029,943   150,000 
Cash – End of period
  
$
521,983
 
 
$
1,351,771
 
   
 
 
  
 
 
 
          
Non-Cash
investing and financing activities:
         
Offering costs included in accrued offering costs
  $8,250  $80,500 
   
 
 
  
 
 
 
Remeasurement adjustment of Class A common stock to redemption value  $0    $28,634,030 
   
 
 
  
 
 
 
Deferred underwriting fee payable
  $—    $14,000,000 
   
 
 
  
 
 
 
The accompanying notes are an integral part of the unaudited condensed financial statements.

4
Table of Contents
NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Northern Star Investment Corp. IV (the “Company”) wasis a blank check company incorporated in Delaware on November 30, 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 (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination although it intends to focusis currently focusing on target businesses in the
direct-to-consumer
and digitally-disruptive digitally disruptive
e-commerce
spaces. 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 March 31, 2021,2022, the Company had not commenced any operations. All activity for the period from November 30, 2020 (inception) through March 31, 20212022 relates to the Company’s formation itsand the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.below. The Company believes it will not generate any operating revenues until after the completion of its initiala Business Combination, at the earliest. The Company will generate
non-operating
income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected September 30 as its fiscal year end.

The registration statements for the Company’s Initial Public Offering became effective on March 1, 2021. On March 4, 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 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 4.

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 IV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 5.

4.

Transaction costs amounted to $22,531,113, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $531,113 of other offering costs.

Following the closing of the Initial Public Offering on March 4, 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 of 1940, as amended (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
Rule2a-7of
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.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initiala 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(excluding the amount of deferred underwriting discounts held incommissions and taxes payable on income earned on 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 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-transaction 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.

The Company will provide its holders of the outstanding Public Shares (the “public 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 anticipated to be $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)Company to pay its tax obligations). There will be no conversionredemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

5
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NORTHERN STAR INVESTMENT CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
The Company will proceed with a Business Combination 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 conversions 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 the Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering 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 transaction.

transaction or do not vote at all.

NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

If the Company seeks stockholder approval of a Business Combination and it does not conduct conversions 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 conversion rights with respect to their 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 within the required time period 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.

The Company will have until March 4, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination by the Combination Period and such period is not extended by stockholders, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-shareaper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the 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 in or after the Initial Public Offering, 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. The underwriters are expected agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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 will agreehas 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.

6
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NORTHERN STAR INVESTMENT CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemictheCOVID-19pandemic 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 statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH

Going Concern
As of March 31, 2021

(Unaudited)

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENT

The2022, the Company previously accounted forhad $521,983 in its outstanding Public Warrants (as definedoperating bank accounts, $400,045,008 in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In Addition, the warrant agreement includes a provision thatsecurities held in the event ofTrust Account to be used for a tender offerBusiness Combination or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’srepurchase or redeem its common stock in the manner contemplated by ASC Section 815-40-15 because the holderconnection therewith and working capital of $297,250. As of March 31, 2022, approximately $45,000 of the instrumentamount on deposit in the Trust Account represented interest income, which is not an input intoavailable to pay the pricingCompany’s tax obligations.

Until the consummation of a fixed-for-fixed optionBusiness 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 equity shares. In addition, based on management’s evaluation,prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
The Company may 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 audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above,working capital needs. Accordingly, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement as of March 4, 2021. Under this accounting treatment,may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to measuretake additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the fair valuepursuit 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. These conditions 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 Warrants atfinancial statements. These financial statements do not include any adjustments relating to the end of each reporting period as well as re-evaluate the treatmentrecovery of the warrants and recognize changes inrecorded assets or the fair value fromclassification of the prior period inliabilities that might be necessary should the Company’s operating results for the current period.

The Company’s accounting for the WarrantsCompany be unable to continue as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust or cash.

   As
Previously
Reported		   Adjustments   As
Restated		 

Balance sheet as of March 4, 2021 (audited)

      

Warrant Liability

  $—     $15,957,000   $15,957,000 

Class A Common Stock Subject to Possible Redemption

   382,243,010    (15,957,000)    366,286,010 

Class A Common Stock

   178    159    337 

Additional Paid-in Capital

   4,999,693    376,924    5,376,617 

Accumulated Deficit

   (875)    (377,083)    (377,958) 
a going concern.

NOTE 3.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q
and Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with 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 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 financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering September 30, 2021
10-K,
as filed with the SEC on March 3, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on March 10,December 23, 2021. The interim results for the three and six months ended March 31, 20212022 are not necessarily indicative of the results to be expected for period ended December 31, 2021September 30, 2022 or for any future periods.

7
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NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

2022

(Unaudited)

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 the condensed financial statements in conformity with GAAP requires 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 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. Accordingly,One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

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 not0t have any cash equivalents as of March 31, 20212022 and December 31, 2020.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $22,154,030 were charged to shareholders’ equity upon the completion of the Initial Public Offering, and $377,083 of the offering costs were allocated to the warrant liabilities and charged to the statement of operations.

September 30, 2021.

Marketable Securities Held in Trust Account

At March 31, 2022 and September 30, 2021, substantially all of the assets held in the Trust Account were held in USmoney market funds which primarily invest in U.S. Treasury Securities. At December 31, 2020, there were no assets held in the Trust Account.

securities.

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
8
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NORTHERN STAR INVESTMENT CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders���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 March 31, 2022 and September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equitydeficit section of the Company’s condensed balance sheet.

sheets.

NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Warrant Liability

Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares,common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheetsheets date thereafter. Changes in the estimated fair value of the warrants are recognized as a
non-cash
gain or loss on the statements of operations.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no0 unrecognized tax benefits and no0
 amounts accrued for interest and penalties as of March 31, 20212022 and December 31, 2020.September 30, 2021. 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 is subject to income tax examinations by major taxing authorities since inception. The effective tax rate differs from the statutory tax rate
9
Table of 21% for the three months ended MarchContents
NORTHERN STAR INVESTMENT CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2021 due to the valuation allowance recorded on the Company’s net operating losses and the permanent differences due to the transaction costs associated with the warrant liabilities.

2022

(Unaudited)
Net LossIncome (Loss) Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has 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 shares. Net lossincome (loss) per share of common stock is computedcalculated by dividing net lossincome (loss) by the weighted average number of shares of common stock outstanding duringfor the period, excludingrespective period. Remeasurement adjustment associated with the redeemable shares of Class A common stock subject to forfeiture. At March 31, 2021, weighted average shares were reduced foris excluded from income (loss) per common share as the effectredemption value approximates fair value.
The calculation of an aggregate of 62,500 shares ofdiluted income (loss) per common stock that were subject to forfeiture if the over-allotment option wasshare does not exercised by the underwriters (see Note 8). The Company has not consideredconsider the effect of the warrants soldissued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 16,416,667 shares in the calculation of diluted loss per share, since the exercise of the warrants areis contingent upon the occurrence of future events and the inclusionevents. The warrants are exercisable to purchase 16,416,667 shares of such warrants would be anti-dilutive.

The Company’s statement of operations includes a presentation of income (loss) per share forClass A common stock subject to possible redemption in the aggregate. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a manner similar to the two-class method of income (loss) per share. Netresult, diluted net income (loss) per common share is the same as basic and diluted, for Class A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemablecommon stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstandingshare for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

   Three Months
Ended
March 31,
2021		 

Class A common stock subject to possible redemption

  

Numerator: Earnings allocable to Class A common stock subject to possible redemption

  

Interest earned on marketable securities held in Trust Account

  $3,951 

NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

   Three Months
Ended
March 31,
2021		 

Unrealized gain on marketable securities held

   244 

Less: interest available to be withdrawn for payment of taxes

   (4,195) 
  

 

 

 

Net income attributable

  $—   
  

 

 

 

Denominator: Weighted Average Class A common stock subject to possible redemption

  

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

   36,628,601 
  

 

 

 

Basic and diluted net income per share, Class A common stock subject to possible redemption

  $0.00 
  

 

 

 

Non-Redeemable Common Stock

  

Numerator: Net Loss minus Net Earnings

  

Net loss

  $(484,407) 

Less: Net income allocable to Class A common stock subject to possible redemption

   —   
  

 

 

 

Non-Redeemable Net Loss

  $(484,407) 
  

 

 

 

Denominator: Weighted Average Non-redeemable Common stock

  

Basic and diluted weighted average shares outstanding, Non-redeemable Common stock

   10,136,420 
  

 

 

 

Basic and diluted net loss per share, Non-redeemable Common stock

  $(0.05) 
  

 

 

 

   
Three Months Ended

March 31, 2022
   
Three Months Ended

March 31, 2021
  
Six Months Ended

March 31, 2022
   
For the Period
from November

30, 2020 (Inception) Through

March 31, 2021
 
   
Class A
   
Class B
   
Class A
  
Class B
  
Class A
   
Class B
   
Class A
  
Class B
 
Basic and diluted net income
(loss) per common stock
                                     
Numerator:
                                     
Allocation of net income
(loss), as adjusted
  $5,123,907   $1,280,977   $(275,166)  $(209,241)  $5,342,838   $1,335,710   $(260,102)  $(225,180) 
Denominator:
                                     
Basic and diluted
weighted average
shares outstanding
   40,000,000    10,000,000    12,000,000   9,125,000   40,000,000    10,000,000    8,925,620   7,727,273 
   
 
 
   
 
 
           
 
 
   
 
 
   
 
 
  
 
 
 
Basic and diluted net income
(loss) per common stock
  $0.13   $0.13   $(0.02)  $(0.02)  $0.13   $0.13   $(0.03)  $(0.03) 
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 of $250,000. The Company has 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 accompanying condensed balance sheet,sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

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NORTHERN STAR INVESTMENT CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(Unaudited)
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed consolidated balance sheetsheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 4. INITIAL3. 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-sixth
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 (see Note 9).

share.

NOTE 5.4. 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 Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private 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 Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Warrants will expire worthless.

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NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

2022

(Unaudited)

NOTE 6.5. RELATED PARTY TRANSACTIONS

Founder Shares

On December 18, 2020, the Company’s sponsor purchased an aggregate of 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. On March 1, 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.

The Founder Shares includeincluded an aggregate of up to 62,500 shares of Class B common stock that remainremained 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 (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering).

The underwriters’ over-allotment option expired unexercised on April 18, 2021, and, accordingly, 62,500 Founder Shares were forfeited, resulting in an aggregate of 10,000,000 Founder Shares outstanding.

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 dayany30-tradingday 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.

Promissory Note — Related Party

On November 30, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company could borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) June 30, 2021, (ii) the completion of the Initial Public Offering and (iii) the date on which the Company determined not to proceed with the Initial Public Offering. As of March 4, 2021, there was $150,000 outstanding under the Promissory Note. The Company repaid in full the Promissory Note on March 9, 2021.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors, Sponsorinitial stockholders or an affiliate of the foregoing,initial stockholders or certain of the Company’s directors and officers 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 isdoes not completed,close, 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 Businesspost-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.

NOTE 7.6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on March 1, 2021, the holders of the Founder Shares, (andPrivate Placement Warrants and any shares of Class A common stock issuablewarrants that may be issued upon conversion of the Founder Shares), Private WarrantsWorking Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Warrants), andPlacement Warrants or 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 areWorking Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class Ashares of common stock). The holders of the majority of these securities are entitled to make up to twothree 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

statements

.
12
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NORTHERN STAR INVESTMENT CORP. IV
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 202
2
(Unaudited)
Underwriting Agreement

The Company granted the underwriter a underwriters in the initial public offering 45-day option
 from the effective date of the Initial Public Offering to purchase up to 5,250,000
 additional Units, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriter’s underwriters’
election to partially exercise the over-allotment option to purchase an additional 5,000,00005,000,000 Public Shares, a total of 250,000 Public Shares remainremained available for purchase at a price of $10.00 per Public Share.

The underwriters elected not to exercise the over-allotment option to purchase such additional 250,000 Units at a price of $10.00 per Unit. The over-allotment option expired on April 18, 2021.

The underwriters 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.

NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

NOTE 8.7. STOCKHOLDER’S EQUITY

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. As of March 31, 20212022 and December 31, 2020,September 30, 2021, there were no0 shares of preferred stock issued or 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 the Company’s Class A common stock are entitled to one vote for each share. As ofAt March 31, 2022 and September 30, 2021, there were 3,382,132 shareswas 0 share of Class A common stock issued and outstanding, excluding 36,617,868
40,000,000
shares of Class A common stock subject to possible redemption. At December 31, 2020, there were no redemption which are presented as temporary equity. 
Class A ordinary shares issued or outstanding.

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 March 1, 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. As of March 31, 20212022 and December 31, 2020,September 30, 2021, there were 10,062,50010,000,000 shares of Class B common stock issued and outstanding, respectively, of which an aggregate of up to 62,500 shares of Class B common stock remain subject to forfeiture as a result of the underwriters’ election to partially exercise their over-allotment option, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering).

outstanding.

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 9. WARRANTS

The Public Warrants will become exercisable on the later

13
Table of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants:

Contents

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption; and

if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

2022

(Unaudited)

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them 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 an 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 the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

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

in whole and not in part;

at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Company’s Class A common stock;

if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders;

if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above; and

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the initial Business Combination) issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value” of our Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

NOTE 10.8. FAIR VALUE MEASUREMENTS

The Company follows the guidance classifies its U.S. Treasury and equivalent securities as
held-to-maturity
in accordance with ASC 820 for its financial assetsTopic 320 “Investments—Debt and liabilities thatEquity Securities.”
Held-to-maturity
securities 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 thatthose securities which the Company would have receivedhas the ability and intent to hold until maturity.

Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
At March 31, 2022 and September 30, 2021, assets held in connection with the saleTrust Account were comprised of $400,045,008 and $400,021,169
 in a money market fund that invests in U.S. Treasury securities, respectively. During 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,six months ended March 31, 2022, the Company seeks to maximizedid 
0t withdraw any interest income from 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.
Trust Account.

NORTHERN STAR INVESTMENT CORP. IV

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2021

(Unaudited)

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description

  Level   March 31, 2021 

Assets:

    

Marketable securities held in Trust Account

   1   $400,004,195 

Liabilities:

    

Warrant Liability – Public Warrants

   3    6,480,000 

Warrant Liability – Private Placement Warrants

   3    9,477,000 

Description
  
Level
   
March 31, 2022
   
Level
   
September 30,
2021
 
Assets:
                    
Investments held in Trust Account – U.S Treasury Securities Money Market Fund
   1   $
400,045,008
    1   $
400,021,169
 
Liabilities:
                    
Warrant Liability – Public
   1   $3,066,667    1   $5,933,334 
Warrant Liability – Private Placement
   2    4,485,000    2    8,677,500 
The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed balance sheet.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 statementcondensed statements of operations.

Initial Measurement

The Company established the initial fair value forsubsequent measurements of the Public Warrants and Private Placement Warrants on March 4, 2021,after the datedetachment of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocatedWarrants from the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one-sixth of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date1 due to the use of unobservable inputs.

The key inputs intoan observable market quote in an active market under the binomial lattice simulation model forticker NSTD.WS. For periods subsequent to the Private Placement Warrants and Public Warrants were as follows at initial measurement and March 31, 2021:

   March 31, 2021  March 4, 2021 

Input

  

 

  (Initial
Measurement)		 

Risk-free interest rate

   1.13%   0.91% 

Trading days per year

   252   252 

Expected volatility

   15.0%   15.0% 

Probability of acquisition

   90%   90% 

Exercise price

  $ 11.50  $11.50 

Stock Price

  $9.92  $10.00 

On March 4, 2021, the Private Placement Warrants and Public Warrants were determined to be $0.972 per warrant for aggregate values of $6.48 million and $9.48 million, respectively.

As of March 31, 2021, the aggregate valuesdetachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date.

Transfers to/from Levels 1, 2 and Private Placement Warrants were $6.48 million3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There have been no transfers in or out of Level 3 measurements from the period between September 30, 2021, and $9.48 million, respectively.

March 31, 2022.

The following table presents the changes in the fair value of warrant liabilities:

   Private   Public   Warrant Liabilities 

Fair value as of January 1, 2021

  $—     $—     $—   

Initial measurement on March 4, 2021

   9,477,000    6,480,000    15,957,000 

Change in valuation inputs or other assumptions

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Fair value as of March 31, 2021

  $9,477,000   $6,480,000   $15,957,000 
  

 

 

   

 

 

   

 

 

 

Level 3 financial liabilities consist of Public Warrants and the Private Placement Warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers in or out of Level 3 from other levels of the fair value hierarchy during the quarter ended March 31, 2021.

   
Private

Placement
   
Public
   
Warrant

Liabilities
 
Fair value as of September 30, 2021
  $8,677,500   $5,933,334   $14,610,834 
Change in fair value
   (292,500)    (200,000)    (492,500) 
   
 
 
   
 
 
   
 
 
 
Fair value as of December 31, 2021
  $8,385,000   $5,733,334   $14,118,334 
Change in fair value
   (3,900,000)    (2,666,667)    (6,566,667) 
Fair value as of March 31, 2022
  $4,485,000   $3,066,667   $7,551,667 
   
 
 
   
 
 
   
 
 
 

NOTE 11.9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheetsheets date up to the date that the condensed financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

14
Table of Contents
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. IV References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Northern Star IV 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, as amended (the “Securities Act”) 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 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. 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 final prospectus for its Initial Public Offering 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 30, 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 (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 raise capital or to complete our initial Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through March 31, 20212022 were organizational activities, those necessary to prepare for the Initial Public Offering and, after our Initial Public Offering, identifying a target company for a 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 securities 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 March 31, 2022, we had net income of $6,404,884, which consisted of change in fair value of warrant liability of $6,566,667, and interest earned on marketable securities held in Trust Account of $9,865, offset by formation and operational costs of $171,648.
For the six months ended March 31, 2022, we had net income of $6,678,548, which consisted of change in fair value of warrant liability of $7,059,167, and interest earned on marketable securities held in Trust Account of $23,839, offset by formation and operational costs of $404,458.
For the three months ended March 31, 2021, we had a net loss of $484,407, which consisted of formation and operational costs of $111,519 and transaction costs allocated to theincurred at initial public offering of $377,083, offset by interest earned on marketable securities held in Trust Account of $3,951 and unrealized gain on marketable securities held in Trust Account of $244.

For the period from November 30, 2020 (inception) through March 31, 2021, we had net loss of $485,282, which consisted of formation and operational costs of $112,394 and transaction costs incurred at initial public offering of $377,083, offset by interest earned on marketable securities held in Trust Account of $3,951 and unrealized gain on marketable securities held in Trust Account of $244.
Liquidity and Capital Resources

On March 4, 2021, we consummated the Initial Public Offering of 40,000,000 Units, which included the partial exercise by the underwriter 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. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,750,000 Private Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $9,750,000.

Following the Initial Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Warrants, a total of $400,000,000 was placed in the Trust Account. We incurred $22,531,113 in transaction costs, including $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $531,113 of other costs.

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For the threesix months endedMarch 31, 2022, net cash used in operating activities was $491,660. Net income of $6,678,548 was affected by the change in fair value of warrant liability of $7,059,167 and interest earned on marketable securities held in Trust Account of $23,839. Changes in operating assets and liabilities used $87,202 of cash for operating activities.
For the period from November 30, 2020 (inception) through March 31, 2021, net cash used in operating activities was $116. Net loss of $484,407$485,282 was affected by transaction costs incurred in connection with the Initial Public Offeringat initial public offering of $377,083, interest earned on marketable securities held in Trust Account of $3,951 and unrealized gain on marketable securities held in Trust Account of $244. Changes in operating assets and liabilities provided $111,403$112,278 of cash for operating activities.

As of March 31, 2021,2022, we had marketable securities held in the Trust Account of $400,004,195$400,045,008 (including $3,951$45,008 of interest income and $244 unrealized gains)income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes Through March 31, 2021,2022, we have not withdrawn any interest earned from the Trust Account.

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 March 31, 2021,2022, we had cash of $1,351,771.$521,983. 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 our officers, directors or their respective 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 identical to the Private Warrants, at a price of $1.00 per warrant at the option of the lender.

We do not believe we will

The Company may 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 orderwhatever amount they deem reasonable in their sole discretion, to meet the expenditures required for operating our business. However, if our estimate ofCompany’s working capital needs. Accordingly, the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, weCompany may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may neednot be able 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. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously withfinancing. If the completion of our Business Combination. If we areCompany is unable to complete our Business Combination because weraise 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. These conditions 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 financial statements do not have sufficient funds availableinclude any adjustments relating to us, we willthe recovery of the recorded assets or the classification of the liabilities that might be forcednecessary should the Company be unable to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

continue as a going concern.

Off-Balance
Sheet Arrangements

We did not have any no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of March 31, 2021.

2022. 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.

The underwriter isunderwriters 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 we fail to complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed 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. We have identified the following critical accounting policies:

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Warrant Liability

Liabilities

We account for the Warrants in accordance with the guidance contained in ASC
815-40-15-7D
and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurementtore-measurement at each balance sheetsheets date until exercised, and any change in fair value is recognized in our statementstatements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Class A Common Stock Subject to Possible Redemption

We account for our shares of Class A common stock subject to possible conversionredemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” CommonShares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including common stock that features redemption rights that are 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 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 is presented at redemption value as temporary equity, outside of the stockholders’ equitydeficit section of our condensed balance sheets.

Net LossIncome (Loss) Per Common Share

We apply

Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the
two-class
method in calculating earnings per share. Net income (loss) per common share, basic and diluted for Class A common stock subject to possible redemption is calculated by dividingRemeasurement associated with the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number ofredeemable shares of Class A common stock subject to possibleis excluded from earnings per share as the redemption outstanding for the period. Net income (loss) per common share, basic and diluted for and non-redeemable common stock is calculated by dividing net loss less income attributable to Class A common stock subject to possible redemption, by the weighted average number of shares of non-redeemable common stock outstanding for the period presented.

value approximates fair value.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

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 and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our Public Warrants and our Private Placement Warrants and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. Further, the Company corrected certain line items related to the previously audited balance sheet as of March 4, 2021 in the Form 8-K filed with the SEC on March 10, 2021 related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as components of equity instead of a derivative liability. These corrections are described in Note 2, summary of significant accounting policies.

Under the supervision and with the participation of our management, including our Chief Executive Officerprincipal executive officer and Chief Financial Officer,principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2021,2022, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, our Chief Executive Officerprincipal executive officer and Chief Financial Officerprincipal financial and accounting officer have concluded that during the period covered by this report, 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 thea material weakness in ourinternal controls over financial reporting related to the Company’s accounting for complex financial instruments. To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting described above. In light of this material weakness, we performed additional analysis as deemed necessaryreporting. We are monitoring our processes to ensure proper identification and appropriate application of applicable accounting requirements. These processes include timely evaluation of relevant accounting guidance to better understand the nuances of the complex accounting standards that apply to our financial statements were prepared in accordancestatements. We are also ensuring enhanced access to accounting literature, research materials and documents and are monitoring our processes to ensure increased communication among our personnel and third-party professionals with U.S. generally acceptedwhom we consult regarding complex accounting principles.

Notwithstanding the material weakness, management has concluded that the financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

applications.

Changes in Internal Control over Financial Reporting

Other than as described below,

During the quarter ended March 31, 2022, there washas been no change in our internal control over financial reporting that occurred during the fiscal quarter of 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light ofreporting, as the circumstances that led to the material weakness we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understanddescribed above had not yet been identified. We are in the nuancesprocess of the complex accounting standards that applyimplementing changes to our internal control over financial statements. Our plans at this time include providing enhanced accessreporting to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.remediate such material weaknesses, as more fully described above. 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.

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PART II - II—OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Except as set forth below, as

As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our final prospectusAnnual Report on Form 10-K for our Initial Public Offering filed with the SEC.year ended September 30, 2021 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.

Recent SEC guidance required us to reconsider the accounting of warrants and led us to conclude that our warrants be accounted for as liabilities rather than as equity and such requirement resulted in a restatement of our previously issued financial statements.

On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). In the Statement, the SEC staff expressed it view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent and periodic fair value re-measurement. Therefore, we conducted a valuation of our warrants and restated our previously issued financial statements, which resulted in unanticipated costs and diversion of management resources and may result in potential loss of investor confidence. Although we have now completed the restatement, we cannot guarantee that we will have no further inquiries from the SEC or the NYSE regarding our restated financial statements or matters relating thereto.

Any future inquiries from the SEC or the NYSE as a result of the restatement of our historical financial statements will, regardless of the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement itself.

Our warrants are accounted for as warrant liabilities and are recorded at fair value upon issuance with changes in fair value each reporting period to be reported in earnings, which may have

We identified an adverse effect on the market price of our Common Stock.

We now account for our warrants as warrant liabilities and recorded at fair value upon issuance with any changes in fair value each reporting period to be reported in earnings as determined by the Company based the available publicly traded warrant price or based on a valuation report obtained from its independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock.

We have identified aadditional material weakness in our internal control over financial reporting.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 is likewise required, on a quarterly basis, to evaluatealso evaluates the effectiveness of our internal controls and towe 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 Quarterly Report, we identified a material weaknessreport, in connection with the preparation of our internal control over financial reporting related to the accounting for a significant and unusual transaction related to our warrants. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effectivestatements as of March 31, 2021.2022, 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 material weakness resulted in a material misstatement of our warrant liabilities, change in fairrestatement to the initial carrying value of warrant liabilities, 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 related financial disclosures.

To respond to thisClass A common stock. Management concluded that the foregoing constituted a material weakness as of March 31, 2022.

As a result, we have devoted,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 Form 10-Q present fairly in all material respects our financial position, results of operations and plan to continue to devote, significant effort and resources tocash flows for the remediation and improvement of ourperiod 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. WhileEven though we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among 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.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengtheningstrengthened 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.

We are subject
to changing laws and regulations
regarding
regulatory
matters,
corporate
governance and public disclosure
that
have increased
both our costs
and the risk
of non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.
On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively eliminating the safe harbor relating to the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 4, 2021, we consummated the Initial Public Offering of 40,000,000 Units, inclusive of 5,000,000 Units sold to the underwriters upon the underwriters’ election to partially exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $400,000,000. Citigroup Global Markets Inc. acted as the 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 (No.
(No. 333-252729
and
333-253758).
The Securities and Exchange Commission declared the registration statements effective on March 1, 2021.

Simultaneous with the consummation of the Initial Public Offering, and the partial exercise of the over-allotment option, we consummated the private placement of an aggregate of 9,750,000 Private Warrants to the Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $9,750,000. 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 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the Private Warrants, $400,000,000 was placed in the Trust Account.

We paid a total of $8,000,000 in underwriting discounts and commission and $531,113 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $14,000,000 in underwriting discounts and commissions.

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.

No.

  

Description of Exhibit

    1.1Underwriting Agreement between the Company and Citigroup Global Markets Inc., as representative of the underwriters.(1)
    3.1Amended and Restated Certificate of Incorporation. (1)
    4.1Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. (1)
  10.1Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company. (1)
  10.2Registration Rights Agreement between the Company and certain security holders. (1)
  10.3Form of Indemnification Agreement. (1)
  31.1*  Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2*  Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1**  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2**  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*  Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Online XBRL Document
101.SCH*  Inline XBRL Taxonomy Extension Schema Document
101.CAL*  Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*  Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*  Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*  Inline XBRL Taxonomy Extension Presentation Linkbase Document
104The cover page from the Company’s Quarterly report on Form10-Qfor the quarter ended March 31, 2022 has been formatted in Inline XBRL and is included in Exhibits 101.

*

Filed herewith.

**

Furnished.

(1)

Previously filed as an exhibit to our Current Report on Form 8-K filed on March 1, 2021 and incorporated by reference herein.

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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. IV
Date: June 4, 2021May 16, 2022  By: 

/s/ Joanna Coles

  Name: Joanna Coles
  Title: Chief Executive Officer
(Principal Executive Officer)
Date: June 4, 2021May 16, 2022  By: 

/s/ James Brady

  Name: James Brady
  Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

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