Northern Star Investment Corp. II (NSTB) to Liquidate Trust, Keep Trading as Shell

Northern Star Investment Corp. II  (NYSE:NSTB) has announced that it would liquidate its trust, but will also make the unorthodox move to continue functioning as a shell listed on the pink sheets.

In terms of the mechanics, Northern Star II will distribute the trust to holders of its remaining 1,620,989 shares pro rata at $10.48 per share, but holders will retain the shares themselves and the 1/5 warrants included in the SPAC’s warrants will remain outstanding.

Curiously, the news also came on the same day that the SEC announced it had settled with Northern Star II for $1.5 million on allegations that it had held improper discussions with its combination target before its own IPO.

Those discussions allegedly took place in December 2020 and Northern Star II IPO’d the following month in January 2021. Northern Star II may have brought some attention upon itself by announcing its definitive agreement with Apex Fintech less than a month after the IPO in February 2021.

That deal was ultimately terminated in November 2021 so any material misrepresentations towards Northern Star II’s investors were ultimately moot. Apex Fintech, for its part, has since filed for a traditional-way IPO and it will be worth watching if it achieves the same $4.7 billion valuation struck in the failed Northern Star II combination.

All and all, this history may not have had any impact on Northern Star II’s decision to make its unusual rebirth as a Pink-listed shell, but it does make it more interesting.

Without a trust, Northern Star II can now only offer any merger targets a public listing – and not to one of the prestigious top exchanges. The continued existence of its shares and warrants provide the basis for it to be able to continue to trade on an exchange, but without any built-in value attached, they would need to be dealt with at the negotiating table of any deal. Plus, Northern Star II would no longer be a “SPAC” and subject to SPAC rules.

But, there is nothing stopping Northern Star II from arranging a PIPE or other securities-based financing for any deal. The Northern Star team pulled together a $200 million PIPE for its 2020 combination with BarkBox (NYSE:BARK) albeit in very different market conditions.

The decision to keep Northern Star II alive as a shell is also intriguing because it was not the team’s last hand of cards at the table. The team, led by media entrepreneur Joanna Coles and New York Islanders owner Jonathan Ledecky, still has two more vehicles – Northern Star III (NYSE:NSTC) and Northern Star IV (NYSE:NSTD) – in their pocket.

Both are elderly in SPAC terms, however. Today is Northern Star II’s third birthday as a public company, which is the official expiration date for SPACs according to exchange rules. Northern Star III and IV are to hit the same milestone in March.

Should Northern Star II complete a transaction, it would mark an interesting example for an alternative path, and perhaps an alternative type of target search for SPACs to consider.