Correspondence 0001213900-22-077856 from Northern Star Investment Corp. II (NSTB) (CIK 0001834518)
Northern Star Investment Corp. II (NSTB) (CIK 0001834518)
Date: Dec. 6, 2022 · CIK: 0001834518 · Accession: 0001213900-22-077856
AI Filing Summary & Sentiment
File numbers found in text: 001-39929
Referenced dates: December 6, 2022
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: Northern Star Investment Corp. II Preliminary Proxy Materials Filed November 22, 2022 File No.: 001-39929
Dear Ladies and Gentlemen:
On behalf of Northern Star Investment Corp. II (“Company”), we respond as follows to the Staff’s comment letter, dated December 6, 2022, relating to the above-captioned Preliminary Proxy Statement (“Proxy Statement”).
Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided the Company’s response to such comment immediately thereafter.
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.
We have been advised by the Company’s sponsor that it is not, is not controlled by, does not have any members who are, and has no substantial ties with, a non-U.S. person. Accordingly, we have not revised the disclosure in the Proxy Statement in response to this comment.
* * * * * * * * * *
Securities and Exchange Commission
December 6, 2022
Page 2
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
Show Raw Text
CORRESP
1
filename1.htm
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York,
N.Y. 10174-4499
(212) 818-8800
facsimile
direct dial number
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
December 6, 2022
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Re:
Northern Star Investment Corp. II
Preliminary Proxy Materials
Filed November 22, 2022
File No.: 001-39929
Dear Ladies and Gentlemen:
On behalf of Northern Star Investment Corp. II
(“Company”), we respond as follows to the Staff’s comment letter, dated December 6, 2022, relating to the above-captioned
Preliminary Proxy Statement (“Proxy Statement”).
Please note that for the Staff’s convenience,
we have recited the Staff’s comment and provided the Company’s response to such comment immediately thereafter.
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.
We have been advised by the Company’s sponsor
that it is not, is not controlled by, does not have any members who are, and has no substantial ties with, a non-U.S. person. Accordingly,
we have not revised the disclosure in the Proxy Statement in response to this comment.
* * * * * *
* * * *
Securities and Exchange Commission
December 6, 2022
Page 2
If you have any questions, please do not hesitate
to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant
cc:
Ms. Joanna Coles
Mr. Jonathan Ledecky