SEC Comment Letter 0000000000-22-013107 to Northern Star Investment Corp. II (NSTB) (CIK 0001834518)
Northern Star Investment Corp. II (NSTB) (CIK 0001834518)
Date: Dec. 6, 2022 · CIK: 0001834518 · Accession: 0000000000-22-013107
AI Filing Summary & Sentiment
File numbers found in text: 001-39929
Letter
United States securities and exchange commission logo December 6, 2022 Jonathan Ledecky Chief Operating Officer Northern Star Investment Corp. II 405 Lexington Avenue, 44th Floor New York, NY 10174 Re:Northern Star Investment Corp. II Preliminary Proxy Materials Filed November 22, 2022 File No. 001-39929 Dear Jonathan Ledecky: We have reviewed your filing and have the following comment. In our comment, we ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed November 22, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
FirstName LastNameJonathan Ledecky Comapany NameNorthern Star Investment Corp. II December 6, 2022 Page 2 FirstName LastName Jonathan Ledecky Northern Star Investment Corp. II December 6, 2022 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jessica Livingston at 202-551-3448 or Eric Envall at 202-551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Jeffrey M. Gallant
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United States securities and exchange commission logo
December 6, 2022
Jonathan Ledecky
Chief Operating Officer
Northern Star Investment Corp. II
405 Lexington Avenue, 44th Floor
New York, NY 10174
Re:Northern Star Investment Corp. II
Preliminary Proxy Materials
Filed November 22, 2022
File No. 001-39929
Dear Jonathan Ledecky:
We have reviewed your filing and have the following comment. In our comment, we ask
you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response. After
reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 22, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
FirstName LastNameJonathan Ledecky
Comapany NameNorthern Star Investment Corp. II
December 6, 2022 Page 2
FirstName LastName
Jonathan Ledecky
Northern Star Investment Corp. II
December 6, 2022
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jessica Livingston at 202-551-3448 or Eric Envall at 202-551-3234 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Jeffrey M. Gallant