UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 6, 2023
NORTHERN STAR INVESTMENT CORP. II
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-39929 | 85-3909728 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue, 44th Floor
New York, NY 10174
(Address of Principal Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on January 24, 2023, Kirsten A. Green resigned from the board of directors (the “Board”) of Northern Star Investment Corp. II (the “Company”), and on January 25, 2023, Maryann Turcke resigned from the Board. Prior to their resignations, each of Ms. Green and Ms. Turcke was an independent director and served on all committees of the Board, including the audit committee, and Ms. Green was the designated audit committee member with financial management expertise.
Prior to these resignations, the Board was comprised of three independent directors and two non-independent directors. As a result of these resignations, the Board is not currently comprised of a majority of independent directors as required by Section 303A.01 of the NYSE Listed Company Manual. Also as a result of these resignations, the audit committee does not have at least three members as required by Section 303A.07(a) nor a designated member with financial management expertise as also required by Section 303A.07(a).
As required by the NYSE Listed Company Manual, the Company submitted a written affirmation to the NYSE as a notice of non-compliance with Sections 303A.01 and 303A.07. On February 6, 2023, the Company received an official notice of non-compliance from the NYSE (the “NYSE Notice”). The NYSE Notice stated that the Company will need to correct the non-compliance as promptly as practicable.
It is the intention of the Board to appoint two new independent directors as soon as practicable, each duly qualified for service on the audit committee and other committees of the Board, and at least one who can be the designated audit committee member with financial management expertise. The Board is diligently engaged in a search to identify candidates qualified to fill the vacancies caused by the aforementioned resignations and in so doing regain compliance with NYSE listing standards.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 9, 2023 | NORTHERN STAR INVESTMENT CORP. II | |
By: | /s/ Jonathan Ledecky | |
Jonathan Ledecky | ||
Chief Operating Officer |
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