Northern Star Investment Corp. II *

Northern Star Investment Corp. II *

Jan 6, 2021 by Kristi Marvin

SUBSEQUENT EVENT – 3/4/24 – LINK

  • The SPAC approved a proposal to amend the Company’s Charter to remove the provisions applicable to SPACs, including the requirement to cancel the Company’s shares of Class A common stock sold in the Company’s IPO following distribution of the funds held in the Company’s trust account.

LIQUIDATION – 1/25/24 – LINK

  • The Company anticipates it will not be able to consummated an initial business combination by January 28, 2024.
    • The per-share redemption price was not mentioned.

EXTENSION – 8/1/23 – LINK

  • The SPAC approved the extension from July 28, 2023 to January 28, 2024.
    • 452,728 shares were redeemed at the meeting for $10.21 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 7/25/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 200,000 shares
    • The Sponsor will transfer 40,000 Class A shares to the non-redeeming shareholders immediately following consummation of an initial business combination.

EXTENSION – 1/3/23 – LINK

  • The SPAC extended their time to complete a business combination from January 28, 2023 to July 28, 2023
    • 37,926,283 shares were redeemed.

SUBSEQUENT EVENT – 12/30/22 – LINK

  • On December 28, 2022, Northern Star II Sponsor LLC, the sponsor of Northern Star Investment Corp. II, entered into agreements (“Non-Redemption Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering at the special meeting called by the Company to approve an extension of time for the Company to consummate an initial business combination from January 28, 2023, to July 28, 2023.
  • In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 50,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Meeting.
  • The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by stockholders but will increase the amount of funds that remain in the Company’s trust account following the Meeting.

SUBSEQUENT EVENT – 12/23/22 – LINK

  • The SPAC and Sponsor entered into agreements with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 200,000 shares
    • In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 50,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Meeting.

SUBSEQUENT EVENT – 12/22/22 – LINK

  • The meeting originally scheduled for December 22, 2022, was adjourned until December 28, 2022

The below announced combination was terminated on 12/1/21.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Apex Clearing Holdings LLC [TERMINATED on 12/1/21 – LINK]

ENTERPRISE VALUE: $4.662 billion
ANTICIPATED SYMBOL: APX

Northern Star Investment Corp. II  proposes to combine with Apex Clearing Holdings LLC, the parent company of Apex Clearing Corporation (“Apex Clearing”), a custody and clearing engine to broker-dealers, ATS’s, routing firms, professional trading firms, hedge funds, institutions and emerging managers.

Cryptocurrency trading and custody services are offered through Apex Crypto LLC, which is currently owned by Apex’s parent and expected to be contributed to Apex, subject to receipt of required regulatory approvals.

Apex’s paperless products and solutions serve as the infrastructure for a total addressable market of over $100 trillion in assets, of which the firm has approximately $100 billion under custody today. Year-to-date, Apex Clearing has provided custody for $14 billion in new assets. Apex is experiencing significant growth and momentum, now serving over 200 clients representing more than 13 million customer accounts, 3.2 million of which have been opened in 2021 alone, and more than 1 million new crypto accounts.


TRANSACTION

  • The transaction values Apex at an enterprise value of approximately $4.7 billion post-money and is expected to provide up to $850 million of gross cash proceeds at closing, assuming no redemptions of Northern Star’s existing public stockholders and excluding debt repayment and transaction expenses.
  • The transaction includes an upsized, fully-committed $450 million private placement of common stock at $10.00 per share (the “PIPE Offering”) led by Fidelity Management & Research Company LLC, Baron Capital Group, Coatue, and Winslow Capital Management, LLC among other top-tier institutional investors.
  • All Apex shareholders and management are rolling over 100% of their equity into the combined company.
  • The proceeds are expected to be used to accelerate and support the continued build out of Apex’s platform and business as well as to partially reduce existing Apex debt obligations.
  • For the year ended December 31, 2020, the Company generated unaudited operating revenues of approximately $236 million and unaudited adjusted EBITDA of approximately $86 million.

ntsb trans overview


PIPE

  • $450 million private placement of common stock at $10.00 per share (the “PIPE Offering”) led by Fidelity Management & Research Company LLC, Baron Capital Group, Coatue, and Winslow Capital Management, LLC among other top-tier institutional investors.

INCENTIVE EQUITY PLAN

  • Northern Star will adopt an incentive equity plan and will reserve for issuance pursuant to such plan up to 10% of the total number of shares of Northern Star Common Stock issued and outstanding immediately after consummation of the Mergers, plus an “evergreen” feature as to be mutually agreed among Northern Star and Apex.
  • The form and terms of the incentive equity plan will be prepared by Apex and be reasonably acceptable to Northern Star.

CRYPTO OPTION

  • Apex will exercise the option granted to it under that certain Contribution Agreement, dated as of February 12, 2021, by and between PEAK6 and Apex (“Crypto Option Agreement”), to acquire 100% of the equity interests of Apex Crypto LLC for an exercise price of $1.00 plus the amount of any funding provided by PEAK6 to Apex Crypto after the date hereof, subject to receipt of applicable regulatory approvals.
  • PEAK6 will use reasonable best efforts to pursue the consents required to consummate the transactions contemplated by the Crypto Option Agreement.
  • Consummation of the transactions contemplated by the Crypto Option Agreement is not a condition to closing of the Mergers under the Merger Agreement.
    • Apex Crypto is a full featured retail focused cryptocurrency offering including execution, clearing, and custody of cryptocurrency.
    • Services offered include all typical customer facing services including but not limited to account opening, AML/KYC, execution, confirms and statements, accounting, tax, regulatory and all other functions.

LOCKUP

  • Northern Star and certain of the Apex members holding approximately 99% of the issued and outstanding Apex membership interests will enter into lock-up agreements (“Lock-Up Agreements”) which provide that shares of Northern Star Common Stock to be issued to such Apex members in the Mergers will be subject to:
    • a 12-month lockup period, which period will be terminated earlier if the reported closing sale price of the Northern Star Common Stock equals or exceeds $15.00 per share for a period of twenty (20) trading days during any thirty (30) trading day period commencing at least 150 days following the closing
    • Northern Star agreed to cause its initial stockholders to amend existing lockup agreements with respect to the Northern Star securities held by them, and enter into the Lock-Up Agreement, so that the lockup with respect to such initial stockholders’ securities will be identical to the lockup of the Apex members.

NOTABLE CONDITIONS TO CLOSING

  • At least $300 million of PIPE proceeds shall have been received by Northern Star.

NOTABLE CONDITIONS TO TERMINATION

  • By either Northern Star or Apex if the Mergers are not consummated on or before November 30, 2021 (“Outside Date”)

ADVISORS

  • Citigroup is acting as exclusive financial and capital markets advisor to Northern Star and strategic advisor for the transaction.
  • Citigroup acted as sole placement agent to Northern Star in connection with the PIPE Offering.
  • J.P. Morgan Securities LLC is acting as sole financial advisor to Apex.
  • Sidley Austin LLP is acting as legal counsel to Apex.
  • Graubard Miller is acting as legal counsel to Northern Star.

MANAGEMENT & BOARD


Executive Officers

Joanna Coles, 58
Chairperson of the Board & Chief Executive Officer

Ms. Coles has also served as Chairperson of the Board of Directors of Northern Star I since July 2020 and as its Chief Executive Officer since September 2020. Ms. Coles is a creative media and technology entrepreneur who in her previous roles as editor of two leading magazines and Chief Content Officer of Hearst Magazines developed an extensive network of relationships at the intersection of technology, fashion and beauty. Ms. Coles is on the board of Snap Inc. (NYSE: SNAP), a leading digital media company that utilizes technology to combine mobile phone photos with Snapchat, a leading communications platform. Its chat services include creating and watching stories, chatting with groups, and making voice and video calls while also communicating through stickers and Bitmojis. She is also on the board of directors of Sonos, Inc. (NASDAQ: SONO), a designer, developer, manufacturer and seller of audio products and services. Ms. Coles has been the Executive Producer for ABC Freeform’s highly acclaimed The Bold Type since 2016 and in 2019 entered into a production development deal at ABC Studios creating TV shows across Disney’s streaming platforms. Since January 2019, she has also been a special advisor to Cornell Capital, a $3.5 billion private investment firm founded in 2013 by Henry Cornell, the former Vice Chairman of Goldman Sachs’ Merchant Banking Division. She was appointed Chief Content Officer of Hearst Magazines in September 2016, overseeing editorial for Hearst’s 300 titles globally, and served until August 2018. Prior to that, she was Editor-in-Chief of Cosmopolitan, a role she started in September 2012. She edited Marie Claire magazine from April 2006 to September 2012. Ms. Coles was New York columnist for The Times of London from September 1998 to September 2001 and served as New York Bureau Chief for The Guardian from 1997 to 1998. She is on the board of Women Entrepreneurs New York City, an initiative to encourage female entrepreneurship, with a focus on underserved communities. She is also a member of the board of directors of Density Software, a company that utilizes hardware systems and software solutions to manage safety and security in physical spaces including retail stores, hotels, restaurants, office buildings, public facilities such as airports and universities and home environments, Blue Mistral, a clean beauty company, and an advisor to several private companies. She holds a B.A. in English and American literature from the University of East Anglia.


Jonathan J. Ledecky, 62
President and Chief Operating Officer

Mr. Ledecky has also served as President and Chief Operating Officer of Northern Star I since September 2020 and served as its Chief Executive Officer from July 2020 until September 2020. Mr. Ledecky has been a co-owner of the National Hockey League’s New York Islanders franchise since October 2014. He also serves as an Alternate Governor on the Board of Governors of the NHL and as President of NY Hockey Holdings LLC. Mr. Ledecky has served as chairman of Ironbound Partners Fund LLC, a private investment management fund, since March 1999. He was also the Chief Executive Officer and chairman of the board of directors of Pivotal II, a blank check company like our company that raised $230,000,000 in its initial public offering in July 2019 and consummated its initial business combination with XL, a leading provider of fleet electrification solutions for Class 2-6 commercial vehicles in North America, in December 2020. Mr. Ledecky was also Chief Executive Officer and chairman of the board of directors of Pivotal I, a blank check company like our company that raised $230,000,000 in its initial public offering in February 2019. In December 2019, Pivotal I consummated its initial business combination with KLDiscovery, a provider of software and services that help protect corporations from a range of information governance, compliance and data issues. Mr. Ledecky has also served as President and a director of Newtown Lane Holdings, Incorporated, a blank check company, since October 2015. Mr. Ledecky also served as a member of the board of directors of Propel Media, Inc., a digital media holding company, from January 2015 to January 2019. From July 2005 to December 2007, Mr. Ledecky served as president, secretary and a director of Endeavor Acquisition Corp., a blank check company that completed its initial business combination with American Apparel, Inc. From January 2007 to May 2009, he served as president, secretary and a director of Victory Acquisition Corp., a blank check company that was unable to consummate an initial business combination. He also served as president, secretary and a director of Triplecrown Acquisition Corp., a blank check company, from June 2007 until it completed its initial business combination with Cullen Agricultural Technologies, Inc. in October 2009. During 2007, he also served as president, secretary and director of Grand Slam Acquisition Corp., Performance Acquisition Corp. and Endeavour International Acquisition Corp., three similarly structured blank check companies that never completed their initial public offerings due to market conditions at the time. Mr. Ledecky founded U.S. Office Products in October 1994 and served as its chief executive officer until November 1997 and as its chairman until its sale in June 1998. U.S. Office Products was one of the fastest start-up entrants in the history of the Fortune 500 with sales in excess of $3 billion within its first three years of operation. From 1999 to 2001, Mr. Ledecky was vice chairman of Lincoln Holdings, owners of the Washington sports franchises in the NBA, NHL and WNBA. In addition to the foregoing, Mr. Ledecky served as chairman of the board and chief executive officer of Consolidation Capital Corporation from its formation in February 1997 until March 2000 when it merged with Group Maintenance America Corporation. Mr. Ledecky also has served as a trustee of George Washington University, a director of the U.S. Chamber of Commerce and a commissioner on the National Commission on Entrepreneurship and currently serves as a trustee of the U.S. Olympic and Paralympic Foundation. In 2004, Mr. Ledecky was elected the Chief Marshal of the 2004 Harvard University Commencement, an honor bestowed by his alumni peers for a 25th reunion graduate deemed to have made exceptional contributions to Harvard and the greater society while achieving outstanding professional success. Mr. Ledecky received a B.A. (cum laude) from Harvard University in 1979 and a M.B.A. from the Harvard Business School in 1983.


James H.R. Brady, 56
Chief Financial Officer

Mr. Brady has also served as Chief Financial Officer of Northern Star I since July 2020. He also served as Chief Financial Officer of Pivotal II from its inception until its merger with XL and served as Chief Financial Officer of Pivotal I from September 2018 until its merger with KLDiscovery. Since 2014, Mr. Brady has provided financial and strategic services to growth companies. Since 2017, he has served as Chief Financial Officer of Airside Mobile, a technology company. From 2014 to 2017, he was Vice President for VSL Pharmaceuticals, a probiotic company. From 2013 to 2014, Mr. Brady was the Chief Financial Officer and General Counsel of Sweetgreen, a high-growth healthy, fast casual restaurant chain. From 2011 to 2013, Mr. Brady was Executive Vice President—Finance and Legal for Audax Health Solutions, a digital health/social media company. From 2009 to 2011, he was Executive Counsel of ODIN Technologies, a RFID software company. Mr. Brady previously served as a corporate and securities attorney with the firms of Hogan & Hartson and Hunton & Williams. Mr. Brady received a BA from the College of William and Mary, a JD from the George Washington National Law Center and a MBA from Darden Graduate School of Business at the University of Virginia.


 

Board of Directors

Kirsten A. Green, 48
Director

Ms. Green is the founder and Managing Partner of Forerunner Ventures, a venture capital firm she founded in 2010. Prior to founding Forerunner, Ms. Green was an equity research analyst and investor at Banc of America Securities, formerly Montgomery Securities. Ms. Green began her career at Deloitte & Touche LLP where she earned her CPA license. Ms. Green currently serves on the board of directors of Nordstrom, Inc. (NYSE: JWN) and has served as a member of the board of directors of numerous private companies since 2013. Ms. Green has been honored in Time’s 100 Most Influential People, named a Top 20 Venture Capitalists by The New York Times in 2018 and 2017, is part of Forbes’ 2020, 2019, 2018 and 2017 Midas Lists, in addition to being named in the magazine’s World’s 100 Most Powerful Women. She was named VC of the Year at TechCrunch’s 2017 Crunchies Awards and listed on Vanity Fair’s New Establishment list. Ms. Green is a founding member of the female mentorship collective, All Raise, and actively champions women in the tech industry. Ms. Green graduated from UCLA with a B.A. in Business Economics, and has earned a CPA license and a CFA certification.


David Shapiro, 50
Director

Since November 2020, Mr. Shapiro has been providing consulting services to Northern Star I. Mr. Shapiro was affiliated with Propel Media from October 2011 until December 2020, most recently serving as its Chief Operating Officer from April 2016 to December 2020. Mr. Shapiro also served in a variety of other capacities while at Propel Media and its subsidiaries, including as Chief Corporate Development Officer, General Counsel and Executive Vice President, Business & Legal Affairs. While at Propel Media, Mr. Shapiro was responsible for the company’s acquisition of DeepIntent, a high-growth healthcare marketing technology platform. From September 2008 to October 2011, Mr. Shapiro served as a consultant to media and Internet companies. From May 2006 to September 2008, Mr. Shapiro served as the Senior Vice President, Business & Legal Affairs and Secretary to DIC Entertainment, a publicly traded, children’s entertainment company that was sold in 2008. Prior to that, Mr. Shapiro was a member of the Office of the CEO and the Head of Corporate Projects and Initiatives at LRN Corporation, a leading provider of technology-enabled ethics and corporate governance solutions, and a corporate attorney at Wilson Sonsini Goodrich and Rosati, where he specialized in venture capital financings and mergers and acquisitions for public and private technology companies. Earlier in his career, he served as an Assistant District Attorney in the Manhattan District Attorney’s Office. Mr. Shapiro graduated with honors from Harvard Law School and received a Master’s degree in Public Policy from the Eagleton Institute of Politics and a Bachelor of Arts degree in Politics from Brandeis University, where he graduated Phi Beta Kappa.


Maryann Turcke, 55
Director 

Since September 2020, Ms. Turcke has served as a Senior Advisor to Brookfield Asset Management in its infrastructure division. In this capacity, she serves the $500 billion dollar asset manager as an advisor to the boards of portfolio companies in the areas of telecommunication, railroads, data centers and other technology assets. Ms. Turcke has also served as a Senior Advisor to the National Football League since September 2020 advising the Commissioner and his leadership team in various areas across the league. In addition, Ms. Turcke is a Director on the board of the Royal Bank of Canada. Prior to her advisory roles, Ms. Turcke was the Chief Operating Officer of the NFL from January 2018 to September 2020. In this capacity she oversaw broad and digital media assets, NFL Network, brand, global events and corporate functions including human resources, and public and government affairs. From April 2017 to January 2018, she was the President of the NFL Network in charge of digital media, NFL films and IT. She previously worked as a civil engineer, consultant, and IT operations manager before joining Bell Canada Enterprises (“BCE”) in 2005. BCE is a publicly traded Canadian holding company for the Bell Canada group of companies, which includes telecommunications providers and various mass media assets under its subsidiary Bell Media Inc. There, she had assumed various management roles, including president of Bell Media from 2014 to 2017. In 2017, she was hired by the National Football League to lead its digital media division, and was promoted to chief operating officer of the NFL the following year. Ms. Turcke was named to the Top 100 list of Canada’s Most Powerful Women by the Women’s Executive Network (WXN) in 2009, 2010, 2012, and 2013, and was inducted into the WXN Hall of Fame in 2013. Ms. Turcke received a bachelor’s degree in civil engineering from Queen’s University, a master’s degree in engineering from the University of Toronto and a MBA from the Queen’s School of Business.


Brett Cyrgalis [Appointed 2/14/23]
Director

Brett Cyrgalis has extensive experience in editorial and business operations and specializes in media, public relations and marketing. Mr. Cyrgalis spent 15 years at the New York Post, first on the editorial desk from 2006 until 2012, then as a beat writer and columnist from 2012 until 2020. During his time at the New York Post, he covered everything from the NHL Stanley Cup final to U.S. Opens in golf and tennis. In May 2020, Simon & Schuster published Mr. Cyrgalis’ best-selling book, Golf’s Holy War: The Battle for the Soul of a Game in an Age of Science. Mr. Cyrgalis’ work has been featured in the New York Times, Golf Digest, and The Golfer’s Journal, among other publications, and he currently contributes a column and features for The Met Golfer, the official magazine of the Metropolitan Golf Association. Since leaving the New York Post, Mr. Cyrgalis has been providing consulting services to a variety of businesses and entrepreneurs. Mr. Cyrgalis helped launch a golf-course publication when he was 16 years old and has been a long-time member of the Metropolitan Golf Writers Association.


Howard Yeaton [Appointed 2/14/23]
Director

Howard Yeaton has served as Interim Chief Financial Officer of Bark Inc. (NYSE: BARK) since November 2021. Mr. Yeaton has served as the managing principal of Financial Consulting Strategies, LLC, a financial consulting firm, since 2003. From October 2018 to December 2019, Mr. Yeaton served as Chief Executive Officer of Akers Biosciences, Inc., a biotechnology company, now merged with MyMD Pharmaceuticals Inc. (NASDAQ:MYMD) from October 2018 to August 2020, he also served as Interim Chief Financial Officer of Akers Biosciences, Inc. From October 2014 to November 2019, Mr. Yeaton served as Interim Chief Financial Officer of Propel Media, Inc (OTCMKTS: PROM).