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): May 28, 2021
NORTHERN STAR ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39691 | 83-4109918 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, NY | 10174 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 818-8800
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | STIC.U | New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | STIC | New York Stock Exchange | ||
| Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | STIC WS | New York Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders
On May 28, 2021, Northern Star Acquisition Corp., a Delaware corporation (“Northern Star”), held an annual meeting of stockholders (“Meeting”), by means of live audio webcast, which was called to approve the proposals relating to the entry into and consummation of the Agreement and Plan of Reorganization, dated as of December 16, 2020 (the “Merger Agreement”), by and among Northern Star, NSAC Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Northern Star (“Merger Sub”), and Barkbox, Inc., a Delaware corporation (“Bark”). An aggregate of 18,959,543 shares of Northern Star’s Class A common stock and Class B common stock, voting together as a single class, which represents a quorum of the outstanding common stock entitled to vote on the record date of April 5, 2021, were represented at the Meeting in person (which includes presence at the virtual meeting) or by proxy.
Northern Star’s stockholders voted on the following proposals at the Meeting, each of which was approved and each of which is described in greater detail in the definitive proxy statement/prospectus (File No. 333-252603) filed by Northern Star with the Securities and Exchange Commission on May 12, 2021.:
The Business Combination Proposal – To approve and adopt the Merger Agreement, and the transactions contemplated therein, including the merger of Merger Sub with and into Bark (the “Merger”) and the issuance of shares of Northern Star common stock to Bark’s stockholders in the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 18,812,152 | 145,246 | 2,145 | 0 | |||||||||||
The PIPE Proposal – To approve the issuance of an aggregate of 20,000,000 shares of Northern Star common stock in a private placement at a price of $10.00 per share, for an aggregate purchase price of $200,000,000, the closing of which is subject to certain conditions, including, among other things, the closing of the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 18,681,460 | 250,018 | 28,065 | 0 | |||||||||||
The Charter Proposals – To approve amendments to Northern Star’s current amended and restated certificate of incorporation, to:
a. Change the name of Northern Star from “Northern Star Acquisition Corp.” to “The Original BARK Company.” The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 18,816,862 | 138,202 | 4,479 | 0 | |||||||||||
b. Increase the number of shares of common stock Northern Star is authorized to issue to 500,000,000 shares, as opposed to the current number of 150,000,000 shares, and to remove the provisions for Northern Star’s current Class B common stock (the shares of which will all convert into shares of Class A common stock in connection with the Merger) so that the Class B common stock will cease to exist and Northern Star will have a single class of common stock. The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 18,592,451 | 333,182 | 33,910 | 0 | |||||||||||
c. Add supermajority voting provisions requiring the affirmative vote of the holders of 66 2/3% of the voting power of all of the then outstanding shares of the capital stock of Northern Star to amend certain provisions of the second amended and restated certificate of incorporation, to adopt, amend or repeal any provision of the bylaws, or to remove any director, or the entire Board of Directors of Northern Star. The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,594,434 | 2,339,978 | 25,131 | 0 | |||||||||||
d. Remove the various provisions applicable only to special purpose acquisition companies (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other immaterial changes that the Northern Star board of directors deemed appropriate. The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 18,778,038 | 159,807 | 21,698 | 0 | |||||||||||
The Director Election Proposal — To elect seven directors to the board of directors of Northern Star to serve following the consummation of the business combination. The following is a tabulation of the votes with respect to each director elected at the Meeting:
| Director | For | Withheld | Broker Non-Vote | |||||||||
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Class A |
||||||||||||
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Jonathan J. Ledecky |
18,631,869 | 327,674 | 0 | |||||||||
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Henrik Werdelin |
18,732,028 | 227,515 | 0 | |||||||||
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Elizabeth McLaughlin |
18,731,919 | 227,624 | 0 | |||||||||
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Class B |
||||||||||||
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Joanna Coles |
18,631,491 | 328,052 | 0 | |||||||||
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Matt Meeker |
18,725,918 | 233,625 | 0 | |||||||||
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Class C |
||||||||||||
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Manish Joneja |
18,718,160 | 241,383 | 0 | |||||||||
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Jim McGinty |
18,717,249 | 242,294 | 0 | |||||||||
The Incentive Plan Proposal – To approve the 2021 Equity Inventive Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,365,332 | 2,481,797 | 112,414 | 0 | |||||||||||
The ESPP Proposal – To approve the 2021 Employee Stock Purchase Plan. The following is a tabulation of the votes with respect to this proposal, which was approved by Northern Star’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 18,711,362 | 198,414 | 49,767 | 0 | |||||||||||
Because each of the foregoing proposals were approved and because Northern Star and Bark did not anticipate requiring additional time to complete the Merger, the proposal to adjourn the Meeting to a later date or dates was not presented at the Meeting.
Item 7.01. Regulation FD Disclosure.
On May 28, 2021, Northern Star and Bark issued a press release announcing the results of the Meeting. The press release is attached as Exhibit 99.1 hereto.
The information set forth under this Item 7.01, including the exhibit hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit |
Description |
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| 99.1 | Press release, dated May 28, 2021. | |
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.
| NORTHERN STAR ACQUISITION CORP. | ||||||
| Dated: May 28, 2021 | By: |
/s/Joanna Coles |
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| Name: | Joanna Coles | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Northern Star Acquisition Corp. Stockholders Approve Proposed Merger With BARK
Transaction to Close on June 1
Combined Company to be Renamed “The Original BARK Company”
Common Stock and Warrants to Commence Trading on the New York Stock Exchange as “BARK” and “BARK WS” on June 2
NEW YORK, May 28, 2021 /PRNewswire/ — Northern Star Acquisition Corp. (“Northern Star”) (NYSE: STIC), a publicly traded special purpose acquisition company, today announced that Northern Star’s stockholders voted to approve its proposed merger with Barkbox, Inc. (“BARK” or the “Company”), the leading global brand for dogs, at its Annual Meeting of Stockholders held on May 28, 2021.
The merger is scheduled to close on June 1, 2021 and the common stock and warrants of the combined company, which will be renamed “The Original BARK Company”, are set to commence trading on the New York Stock Exchange on June 2, 2021 under the new ticker symbols, “BARK” and “BARK WS”, respectively.
“We are very pleased to reach this important milestone in the merger process and thank all shareholders for their support,” said Joanna Coles, Chairperson and Chief Executive Officer of Northern Star. “BARK has delivered tremendous growth to date, including recently reported strong preliminary financial results for its fourth quarter and fiscal year. We look forward to further supporting the Company as it transitions to the public markets and continues its exciting journey as the world’s most dog-centric business.”
The formal results of the vote will be included in a Current Report on Form 8-K to be filed by Northern Star with the Securities and Exchange Commission.
About BARK
BARK is the world’s most dog-centric company, devoted to making dogs happy with the best products, services and content. BARK’s dog-obsessed team applies its unique, data-driven understanding of what makes each dog special to design playstyle-specific toys, wildly satisfying treats and wellness supplements, and dog-first experiences that foster the health and happiness of dogs everywhere. Founded in 2012, BARK loyally serves dogs nationwide with monthly subscription services, BarkBox and Super Chewer; a curated e-commerce experience
on BarkShop.com; custom collections via its retail partner network, including Target and Amazon; wellness products that meet your dogs’ needs with BARK Bright; and a personalized meal delivery service for dogs BARK Eats. At BARK, we want to be the people our dogs think we are and promise to be their voice until every dog reaches its full tail-wagging potential. Sniff around at bark.co for more information.
About Northern Star Acquisition Corp.
Northern Star Acquisition Corp. is a special purpose acquisition company whose management team and Board of Directors are composed of veteran consumer, media, technology, retail and finance industry executives and founders, including Joanna Coles, Chairperson and Chief Executive Officer, and Jonathan Ledecky, President and Chief Operating Officer. Ms. Coles is a creative media and technology executive 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 currently serves as a special advisor to Cornell Capital, a $7 billion private investment firm, and is on the board at Snap Inc., Sonos, Density Software, and on the global advisory board of global payments company Klarna. Mr. Ledecky is a seasoned businessman with over 35 years of investment and operational experience. He has executed hundreds of acquisitions across multiple industries and raised over $25 billion in debt and equity. He is also co-owner of the National Hockey League’s New York Islanders franchise. For additional information, please visit https://northernstaric.com.
Cautionary Statement Regarding Forward Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of BARK’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of BARK. Some important factors that could cause actual results to differ materially from those in any forward-looking statements
could include changes in domestic and foreign business, market, financial, political and legal conditions. These forward-looking statements are subject to a number of risks and uncertainties including the satisfaction of customary closing conditions; failure to realize the anticipated benefits of the merger; risks relating to the uncertainty of the projected financial information with respect to BARK; the risk that spending on pets may not increase at projected rates; that BARK subscriptions may not increase their spending with BARK; BARK’s ability to continue to convert social media followers and contacts into customers; BARK’s ability to successfully expand its product lines and channel distribution; competition; the uncertain effects of the COVID-19 pandemic; and those factors discussed in documents of Northern Star filed, or to be filed, with SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Northern Star nor BARK presently know or that Northern Star and BARK currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect Northern Star’s and BARK’s expectations, plans or forecasts of future events and views as of the date of this press release. Northern Star and BARK anticipate that subsequent events and developments will cause Northern Star’s and BARK’s assessments to change. However, while Northern Star and BARK may elect to update these forward-looking statements at some point in the future, Northern Star and BARK specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Northern Star’s and BARK’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
For BARK
Investors:
ICR, Inc.
Jean Fontana
Jean.Fontana@icrinc.com
Media:
Garland Harwood
press@barkbox.com
For Northern Star Acquisition Corp.
Jonathan Gasthalter/Nathaniel Garnick/Sam Fisher
Gasthalter & Co.
(212) 257-4170
northernstar@gasthalter.com