☒ |
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
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85-4156787
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(State or Other Jurisdiction of
Incorporation)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one share of Class A Common
Stock and one-sixth of one
redeemable warrant
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NSTD.U
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The New York Stock Exchange
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Class A Common Stock, par value $0.0001 per share
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NSTD
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The New York Stock Exchange
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Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
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NSTD WS
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The New York Stock Exchange
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer
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☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
PART I
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Item 1.
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5
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Item 1A.
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14
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Item 1B.
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40
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Item 2.
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40
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Item 3.
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40
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Item 4.
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40
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PART II
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Item 5.
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41
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Item 6.
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[RESERVED]
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42
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Item 7.
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42
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Item 7A.
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45
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Item 8.
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45
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Item 9.
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46
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Item 9A.
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46
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Item 9B.
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46
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Item 9C.
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46
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PART III
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Item 10.
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46
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Item 11.
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52
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Item 12.
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53
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Item 13.
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54
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Item 14.
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56
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PART IV
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Item 15.
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57
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Item 16.
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58
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• |
our ability to select an appropriate target business or businesses;
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• |
our ability to complete our initial business combination;
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• |
our expectations around the performance of the prospective target business or businesses;
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• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
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• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
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• |
our potential ability to obtain additional financing to complete our initial business combination;
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• |
our pool of prospective target businesses;
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• |
the ability of our officers and directors to generate a number of potential acquisition opportunities;
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• |
our public securities’ potential liquidity and trading;
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• |
our disclosure controls and procedures and internal control over financial reporting and any material weaknesses of the foregoing;
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• |
the lack of a market for our securities;
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• |
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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• |
the trust account not being subject to claims of third parties; or
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• |
our financial performance.
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• |
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to convert your shares to cash.
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• |
Our initial stockholders will control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.
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• |
The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an agreement for an initial business combination or optimize our capital structure.
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• |
We may not be able to complete our initial business combination within 24 months after the closing of our Initial Public Offering, in which case we would cease all operations except for the purpose of winding up, and we would redeem our public shares for a pro rata portion of the funds in the trust account, and we would liquidate. In such event, our warrants would expire worthless.
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• |
If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 20% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 20%.
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• |
We are not required to obtain an opinion from an independent investment banking firm or another independent valuation or appraisal firm and, consequently, you may have no assurance from an independent source that the price we are paying for the target(s) of our initial business combination is fair from a financial point of view.
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• |
Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination.
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• |
We may issue additional shares of capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership.
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• |
We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business.
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• |
Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
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• |
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the
coronavirus (COVID-19) pandemic
and other events, and the status of debt and equity markets.
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• |
We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
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• |
If we consummate a business combination with a target company with assets located outside of the United States, our results of operations and prospects could be subject to the economic, political, and legal policies, developments, and conditions in the country in which we operate. Further, exchange rate fluctuations and currency policies may cause our ability to succeed in the international markets to be diminished.
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• |
Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the Company.
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• |
Our officers and directors presently have fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
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• |
Our officers and directors may have interests in a potential business combination that are different than yours, which may create conflicts of interest.
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• |
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by a majority of the then outstanding warrants.
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• |
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
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Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
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• |
If third parties bring claims against us, and if our directors decide not to enforce the indemnification obligations of our sponsors, or if our sponsors do not have the funds to indemnify us, the proceeds held in the trust account could be reduced and
the per-share redemption amount
received by stockholders may be less than $10.00 per share.
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• |
Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.
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• |
Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
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• |
Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
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We may not hold an annual meeting of stockholders until after the consummation of our initial business combination.
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We are a newly formed company with no operating history, and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.
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• |
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
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• |
We are an emerging growth company and smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
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• |
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
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We have identified a material weakness in our internal control over financial reporting regarding complex financial instruments, specifically related to the accounting for our common stock subject to possible redemption. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
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• |
financial condition and results of operation;
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• |
growth potential;
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• |
brand recognition and potential;
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• |
experience and skill of management and availability of additional personnel;
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• |
capital requirements;
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• |
competitive position;
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• |
barriers to entry;
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• |
stage of development of the products, processes or services;
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• |
existing distribution and potential for expansion;
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• |
degree of current or potential market acceptance of the products, processes or services;
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• |
proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
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• |
• impact of regulation on the business;
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• |
regulatory environment of the industry;
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• |
costs associated with effecting the business combination;
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• |
industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and
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• |
macro competitive dynamics in the industry within which the company competes.
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• |
subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and
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• |
result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.
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• |
our obligation to seek stockholder approval of a business combination or engage in a tender offer may delay the completion of a transaction;
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• |
our obligation to convert or repurchase shares of common stock held by our public stockholders may reduce the resources available to us for a business combination;
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• |
our obligation to pay the underwriters in our Initial Public Offering deferred underwriting commissions of an aggregate fee of $14,000,000 upon consummation of our initial business combination; and
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• |
our outstanding warrants, and the potential future dilution they represent.
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• |
may significantly dilute the equity interest of investors in the Initial Public Offering;
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• |
may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;
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• |
could cause a change in control if a substantial number of shares of Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
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• |
may adversely affect prevailing market prices for our units, shares of Class A common stock and/or warrants.
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(i) |
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance) (the “Newly Issued Price”);
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(ii) |
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and
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(iii) |
the volume weighted average trading price of our Class A common stock during the
20-trading
day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share,
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• |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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• |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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• |
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
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• |
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
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• |
our inability to pay dividends on our Class A common stock;
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• |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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• |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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• |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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• |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
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• |
solely dependent upon the performance of a single business, property or asset; or
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• |
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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• |
costs and difficulties inherent in managing cross-border business operations;
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• |
rules and regulations regarding currency redemption;
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• |
complex corporate withholding taxes on individuals;
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• |
laws governing the manner in which future business combinations may be effected;
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• |
exchange listing and/or delisting requirements;
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• |
tariffs and trade barriers;
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• |
regulations related to customs and import/export matters;
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• |
local or regional economic policies and market conditions;
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• |
unexpected changes in regulatory requirements;
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• |
longer payment cycles;
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• |
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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• |
currency fluctuations and exchange controls;
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• |
rates of inflation;
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• |
challenges in collecting accounts receivable;
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• |
cultural and language differences;
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• |
employment regulations;
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• |
underdeveloped or unpredictable legal or regulatory systems;
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• |
corruption;
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• |
protection of intellectual property;
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• |
social unrest, crime, strikes, riots and civil disturbances;
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• |
regime changes and political upheaval;
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• |
terrorist attacks and wars; and
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• |
deterioration of political relations with the United States.
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• |
a limited availability of market quotations for our securities;
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• |
reduced liquidity for our securities;
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• |
a determination that our Class A common stock are a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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• |
a limited amount of news and analyst coverage; and
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• |
a decreased ability to issue additional securities or obtain additional financing in the future.
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• |
restrictions on the nature of our investments; and
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• |
restrictions on the issuance of securities,
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• |
registration as an investment company;
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• |
adoption of a specific form of corporate structure; and
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• |
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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Name
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Age
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Position
|
||||
Joanna Coles
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58 | Chairperson of the Board and Chief Executive Officer | ||||
Jonathan J. Ledecky
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62 | President and Chief Operating Officer | ||||
James H.R. Brady
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57 | Chief Financial Officer | ||||
Emily White
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41 | Director | ||||
Kirsten A. Green
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48 | Director | ||||
Jonathan Mildenhall
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53 | Director |
• |
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our
Form 10-K;
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• |
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;
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• |
discussing with management major risk assessment and risk management policies;
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• |
monitoring the independence of the independent auditor;
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• |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
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• |
reviewing and approving all related-party transactions;
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• |
inquiring and discussing with management our compliance with applicable laws and regulations;
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• |
pre-approving all
audit services and
permitted non-audit services
to be performed by our independent auditor, including the fees and terms of the services to be performed;
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• |
appointing or replacing the independent auditor;
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• |
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
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• |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and
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• |
approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
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• |
should have demonstrated notable or significant achievements in business, education or public service;
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• |
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
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• |
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
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• |
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
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• |
reviewing and approving the compensation of all of our other executive officers;
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• |
reviewing our executive compensation policies and plans;
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• |
implementing and administering our incentive compensation equity-based remuneration plans;
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• |
assisting management in complying with our proxy statement and Annual Report disclosure requirements;
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• |
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
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• |
if required, producing a report on executive compensation to be included in our annual proxy statement; and
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• |
reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.
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• |
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
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• |
each of our officers and directors; and
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• |
all of our officers and directors as a group.
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Name and address of beneficial owner(1)
|
Amount and
nature of beneficial ownership |
Approximate
percentage of outstanding common stock |
||||||
Joanna Coles(3)
|
9,708,334 | (2) | 19.3 | % | ||||
Jonathan J. Ledecky(3)
|
9,708,334 | (2) | 19.3 | % | ||||
James H.R. Brady
|
116,667 | (2) | * | |||||
Emily White
|
58,333 | (2) | * | |||||
Kirsten A. Green
|
58,333 | (2) | * | |||||
Jonathan Mildenhall
|
58,333 | (2) | * | |||||
Northern Star IV Sponsor LLC(3)
|
9,708,334 | (2) | 19.3 | % | ||||
EJF Capital LLC(4)
|
2,134,880 | 5.3 | % | |||||
All officers and directors as a group (six individuals)
|
10,000,000 | 20.0 | % |
* |
Less than one percent.
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(1) |
Unless otherwise noted, the business address of each of our stockholders is c/o Northern Star Investment Corp. IV, c/o Graubard Miller, The Chrysler Building, 425 Lexington Avenue, New York, New York 10174.
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(2) |
Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock at the time of our initial business combination
on a one-for-one basis, subject
|
(3) |
Represents shares held by our sponsor, Northern Star IV Sponsor LLC, of which each of Ms. Coles and Mr. Ledecky is a managing member.
|
(4) |
Represents shares held by EJF Capital LLC, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., EJF Debt Opportunities GP, LLC, EJF Debt Opportunities Master Fund II, LP, EJF Debt Opportunities II GP, LLC, EJF Tactical Opportunities Fund LP, EJF Tactical Opportunities GP LLC, EJF SPAC Investments Fund LP, EJF SPAC Investments GP LLC, the business address for each of which is 2107 Wilson Boulevard, Suite 410, Arlington, VA 22201. Information derived from a Schedule 13G filed on March 11, 2021.
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Page
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F-2
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F-3
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F-4
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F-5
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F-6
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F-7
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* |
Incorporated by reference to the Registrant’s Current Report on
Form 8-K
filed on March 5, 2021.
|
** |
Incorporated by reference to the Registrant’s Registration Statement on
Form S-1 (SEC
File
Nos. 333-252729 and 333-253758).
|
NORTHERN STAR INVESTMENT CORP. IV
|
||
By: | /s/ Joanna Coles | |
Joanna Coles | ||
Chief Executive Officer |
Name
|
Position
|
Date
|
||
/s/ Joanna Coles
|
Chairperson of our board of directors and Chief Executive Officer
|
December 22, 2021 | ||
J
OANNA
C
OLES
|
(Principal Executive Officer)
|
|||
/s/ Jonathan Ledecky
|
President and Chief Operating Officer
|
December 22, 2021 | ||
J
ONATHAN
L
EDECKY
|
||||
/s/ James H.R. Brady
|
Chief Financial Officer
|
December 22, 2021 | ||
J
AMES
H.R. B
RADY
|
(Principal Financial and Accounting Officer)
|
/s/ Emily White
|
Director
|
December 22, 2021 | ||
E
MILY
W
HITE
|
||||
/s/ Kirsten A. Green
|
Director
|
December 22, 2021 | ||
K
IRSTEN
A. G
REEN
|
||||
/s/ Jonathan Mildenhall
|
Director
|
December 22, 2021 | ||
J
ONATHAN
M
ILDENHALL
|
F-2
|
||||
Financial Statements:
|
||||
F-3
|
||||
F-4
|
||||
F-5
|
||||
F-6
|
||||
F-7 to F-18
|
ASSETS
|
||||
Current Assets
|
||||
Cash
|
$ | 1,029,943 | ||
|
|
|||
Prepaid expenses and other current assets
|
29,842 | |||
Total Current Assets
|
1,059,785 | |||
Marketable securities held in Trust Account
|
400,021,169 | |||
|
|
|||
TOTAL ASSETS
|
$
|
401,080,954
|
|
|
|
|
|||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||
Current Liabilities
|
||||
Accounts payable and accrued expenses
|
$ | 378,535 | ||
Accrued offering costs
|
24,550 | |||
|
|
|||
Total Current Liabilities
|
403,085 | |||
Warrant Liabilities
|
14,610,834 | |||
Deferred underwriting payable
|
14,000,000 | |||
|
|
|||
TOTAL LIABILITIES
|
|
29,013,919
|
|
|
|
|
|||
Commitments and Contingencies
|
||||
Class A common stock subject to possible redemption 40,000,000 shares at redemption value
|
400,000,000 | |||
Stockholders’ Deficit
|
||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
— | |||
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 0 shares issued and outstanding
|
|
|
—
|
|
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 10,000,000 shares issued and outstanding
|
1,000 | |||
Additional
paid-in
capital
|
— | |||
Accumulated deficit
|
(27,933,965 | ) | ||
|
|
|||
Total Stockholders’ Deficit
|
|
(27,932,965
|
)
|
|
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
401,080,954
|
|
|
|
|
Formation and operational costs
|
$ | 587,187 | ||
|
|
|||
Loss from operations
|
|
(587,187
|
)
|
|
Other income
(expense):
|
||||
Change in fair value of warrant liabilities
|
1,346,166 | |||
Transaction costs allocated to warrant liabilities
|
|
|
(377,083
|
)
|
Interest earned on marketable securities held in Trust Account
|
21,169 | |||
|
|
|||
Other income, net
|
|
990,252
|
|
|
|
|
|||
Net income
|
$ |
403,065
|
||
|
|
|||
Basic and diluted weighted average shares outstanding, Class A common stock
|
27,631,579 | |||
|
|
|||
Basic and diluted net income per share, Class A common stock
|
$
|
0.01
|
|
|
|
|
|||
Basic and diluted weighted average shares outstanding, Class B common stock
|
9,095,395 | |||
|
|
|||
Basic and diluted net income per share, Class B common stock
|
$
|
0.01
|
|
|
|
|
Class A Common Stock
|
Class B Common Stock
|
Additional
Paid |
Accumulated
|
Total
Stockholders’ |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
in Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance – November 30, 2020 (inception)
|
$ | — | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
Issuance of Class B common stock to Sponsor
|
— | — | 10,062,500 | 1,006 | 23,994 | — | 25,000 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (875 | ) | (875 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 (restated – see Note 2)
|
|
—
|
|
$
|
—
|
|
|
10,062,500
|
|
$
|
1,006
|
|
$
|
23,994
|
|
$
|
(875
|
)
|
$
|
24,125
|
|
|||||||
Cash paid in excess of fair value of Private Placement Warrants
|
— | — | — | — | 273,000 | — | 273,000 | |||||||||||||||||||||
Remeasurement adjustment on redeemable common stock
|
— | — | — | — | (297,000 | ) | (28,337,030 | ) | (28,634,030 | ) | ||||||||||||||||||
Net loss
|
— | — | — | — | — | (484,407 | ) | (484,407 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 (restated – see Note 2)
|
|
—
|
|
$
|
—
|
|
|
10,062,500
|
|
$
|
1,006
|
|
$
|
(6
|
)
|
$
|
(28,822,312
|
)
|
$
|
(28,821,312
|
)
|
|||||||
Forfeiture of Founder Shares
|
— | — | (62,500 | ) | (6 | ) | 6 | — | — | |||||||||||||||||||
Net loss
|
— | — | — | — | — | (8,006,100 | ) | (8,006,100 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021 (restated – see Note 2)
|
|
—
|
|
$
|
—
|
|
|
10,000,000
|
|
$
|
1,000
|
|
$
|
—
|
|
$
|
(36,828,412
|
)
|
$
|
(36,827,412
|
)
|
|||||||
Net income
|
— | — | — | — | — | 8,894,447 | 8,894,447 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2021
|
|
—
|
|
$
|
—
|
|
|
10,000,000
|
|
$
|
1,000
|
|
$
|
—
|
|
$
|
(27,933,965
|
)
|
$
|
(27,933,965
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net income
|
$ | 403,065 | ||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||
Change in fair value of warrant liabilities
|
(1,346,166) | |||
Transaction costs allocated to warrant liabilities
|
377,083 | |||
Interest earned on marketable securities held in Trust Account
|
(21,169) | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses and other current assets
|
(29,842) | |||
Accounts payable and accrued expenses
|
378,535 | |||
|
|
|||
Net cash used in operating activities
|
$
|
(238,494
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
$ | (400,000,000) | ||
|
|
|||
Net cash used in investing activities
|
$
|
(400,000,000
|
)
|
|
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Units, net of underwriting discounts paid
|
$ | 392,000,000 | ||
Proceeds from sale of Private Placement Warrants
|
9,750,000 | |||
Proceeds from promissory note—related party
|
150,000 | |||
Repayment of promissory note – related party
|
(150,000) | |||
Payment of offering costs
|
(481,563) | |||
|
|
|||
Net cash provided by financing activities
|
$
|
401,268,437
|
|
|
|
|
|||
Net Change in Cash
|
$ |
1,029,943
|
||
Cash – Beginning of period
|
|
—
|
|
|
|
|
|||
Cash – End of period
|
$ |
1,029,943
|
||
|
|
|||
Non-Cash
investing and financing activities:
|
||||
Offering costs included in accrued offering costs
|
$ | 24,550 | ||
|
|
|||
Offering costs paid by Sponsor in exchange for issuance of founder shares
|
25,000 | |||
|
|
|||
Forfeiture of Founder Shares
|
$ | (6 | ) | |
|
|
|||
Deferred underwriting fee payable
|
$ | 14,000,000 | ||
|
|
|||
Remeasurement adjustment on redeemable common stock
|
|
$
|
28,634,030
|
|
Balance Sheet as of March 4, 2021 (audited)
|
|
As Previously
Reported |
|
|
Adjustment
|
|
|
As Restated
|
|
|||
Class A common stock subject to possible redemption
|
|
$
|
366,286,010
|
|
|
$
|
33,713,990
|
|
|
$
|
400,000,000
|
|
Class A common stock
|
|
$
|
337
|
|
|
$
|
(337
|
)
|
|
$
|
—
|
|
Additional
paid-in
capital
|
|
$
|
5,376,617
|
|
|
$
|
(5,376,617
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(377,958
|
)
|
|
$
|
(28,337,036
|
)
|
|
$
|
(28,714,994
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
$
|
5,000,002
|
|
|
$
|
(33,713,990
|
)
|
|
$
|
(28,713,988
|
)
|
Number of shares subject to redemption
|
|
|
36,628,601
|
|
|
|
3,371,399
|
|
|
|
40,000,000
|
|
Condensed Balance Sheet as of March 31, 2021 (unaudited)
|
|
|
|
|||||||||
Class A common stock subject to possible redemption
|
|
$
|
366,178,680
|
|
|
$
|
33,821,320
|
|
|
$
|
400,000,000
|
|
Class A common stock
|
|
$
|
338
|
|
|
$
|
(338
|
)
|
|
$
|
—
|
|
Additional
paid-in
capital
|
|
$
|
5,483,946
|
|
|
$
|
(5,483,946
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(485,282)
|
|
|
$
|
(28,337,036)
|
|
|
$
|
(28,822,318
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
$
|
5,000,008
|
|
|
$
|
(33,821,320
|
)
|
|
$
|
(28,821,312
|
)
|
Number of shares subject to redemption
|
|
|
36,617,868
|
|
|
|
3,382,132
|
|
|
|
40,000,000
|
|
Condensed Balance Sheet as of June 30, 2021 (unaudited)
|
|
|
|
|||||||||
Class A common stock subject to possible redemption
|
|
$
|
358,172,580
|
|
|
$
|
41,827,420
|
|
|
$
|
400,000,000
|
|
Class A common stock
|
|
$
|
418
|
|
|
$
|
(418
|
)
|
|
$
|
—
|
|
Additional
paid-in
capital
|
|
$
|
13,489,972
|
|
|
$
|
(13,489,972
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
|
$ (8,491,382)
|
|
|
$
|
(28,337,030
|
)
|
|
$
|
(36,828,412
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
$
|
5,000,008
|
|
|
$
|
(41,827,420
|
)
|
|
$
|
(36,827,412
|
)
|
Number of shares subject to redemption
|
|
|
35,817,258
|
|
|
|
4,182,742
|
|
|
|
40,000,000
|
|
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited)
|
|
|
|
|||||||||
Basic and diluted weighted average shares outstanding, Common stock
|
|
|
36,628,601
|
|
|
|
(24,628,601)
|
|
|
|
12,000,000
|
|
Basic and diluted net loss per share, Common stock
|
|
$
|
—
|
|
|
$
|
(0.02)
|
|
|
$
|
(0.02)
|
|
Basic and diluted weighted average shares outstanding,
Non-redeemable
common stock
|
|
|
10,136,420
|
|
|
|
(1,011,420)
|
|
|
|
9,125,000
|
|
Basic and diluted net loss per share,
Non-redeemable
common stock
|
|
$
|
(0.05)
|
|
|
$
|
0.03
|
|
|
$
|
(0.02)
|
|
Condensed Statement of Operations for the Period from November 30, 2020 (Inception) through March 31, 2021 (unaudited)
|
|
|
|
|||||||||
Basic and diluted weighted average shares outstanding, Common stock
|
|
|
36,628,601
|
|
|
|
(27,702,981
|
)
|
|
|
8,925,620
|
|
Basic and diluted net loss per share, Common stock
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03)
|
|
Basic and diluted weighted average shares outstanding,
Non-redeemable
common stock
|
|
|
10,136,420
|
|
|
|
(2,409,147
|
)
|
|
|
7,727,273
|
|
Basic and diluted net loss per share,
Non-redeemable
common stock
|
|
$
|
(0.05)
|
|
|
$
|
0.02
|
|
|
$
|
(0.03)
|
|
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited)
|
|
|
|
|||||||||
Basic and diluted weighted average shares outstanding, Common stock
|
|
|
36,617,868
|
|
|
|
3,382,132
|
|
|
|
40,000,000
|
|
Basic and diluted net loss per share, Common stock
|
|
$
|
—
|
|
|
$
|
(0.16)
|
|
|
$
|
(0.16)
|
|
Basic and diluted weighted average shares outstanding,
Non-redeemable
common stock
|
|
|
13,382,132
|
|
|
|
(3,382,132)
|
|
|
|
10,000,000
|
|
Basic and diluted net loss per share,
Non-redeemable
common stock
|
|
$
|
(0.60)
|
|
|
$
|
0.44
|
|
|
$
|
(0.16)
|
|
Condensed Statement of Operations for the Period from November 30, 2020 (Inception) through June 30, 2021 (unaudited)
|
|
|
|
|||||||||
Basic and diluted weighted average shares outstanding, Common stock
|
|
|
36,620,324
|
|
|
|
(14,356,173
|
)
|
|
|
22,264,151
|
|
Basic and diluted net loss per share, Common stock
|
|
$
|
—
|
|
|
$
|
(0.27)
|
|
|
$
|
(0.27)
|
|
Basic and diluted weighted average shares outstanding,
Non-redeemable
common stock
|
|
|
18,490,879
|
|
|
|
(9,788,049)
|
|
|
|
8,702,830
|
|
Basic and diluted net loss per share,
Non-redeemable
common stock
|
|
$
|
(0.46)
|
|
|
$
|
0.19
|
|
|
$
|
(0.27)
|
|
Condensed Statement of Cash Flows for the Period from November 30, 2020 (Inception) through March 31, 2021 (unaudited)
Supplemental disclosures of
non-cash
investing and financing activities
|
|
|
|
|||||||||
Initial classification of Class A common stock subject to possible redemption
|
|
$
|
366,286,010
|
|
|
$
|
(366,286,010
|
)
|
|
$
|
—
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
(107,330
|
)
|
|
|
107,330
|
|
|
|
—
|
|
Remeasurement adjustment on redeemable common stock
|
|
|
—
|
|
|
|
28,634,030
|
|
|
|
28,634,030
|
|
Condensed Statement of Cash Flows for the Period from November 30, 2020 (Inception) through June 30, 2021 (unaudited)
Supplemental disclosures of
non-cash
investing and financing activities
|
|
|
|
|||||||||
Initial classification of Class A common stock subject to possible redemption
|
|
$
|
366,286,010
|
|
|
$
|
(366,286,010
|
)
|
|
$
|
—
|
|
Change in value of Class A common stock subject to possible redemption
|
|
|
(8,113,430
|
)
|
|
|
8,113,430
|
|
|
|
—
|
|
Remeasurement adjustment on redeemable common stock
|
|
|
—
|
|
|
|
28,634,030
|
|
|
|
28,634,030
|
|
Gross proceeds
|
$ | 400,000,000 | ||
Less:
|
||||
Proceeds allocated to Public Warrants
|
$ | (6,480,000) | ||
Class A common stock issuance costs
|
(22,154,030) | |||
Plus:
|
||||
Remeasurement of carrying value to redemption value
|
$ | 28,634,030 | ||
|
|
|||
Class A common stock subject to possible redemption
|
$ | 400,000,000 | ||
|
|
Year Ended September 30, 2021
|
||||||||
Class A
|
Class B
|
|||||||
Basic and diluted net
income (
loss
)
per common stock
|
||||||||
Numerator:
|
||||||||
Allocation of net income (loss), as adjusted
|
$ | 303,246 | $ | 99,819 | ||||
Denominator:
|
||||||||
Basic and diluted weighted average shares outstanding
|
27,631,579 | 9,095,395 | ||||||
|
|
|
|
|||||
Basic and diluted net income (loss) per common stock
|
$ | 0.01 | $ | 0.01 |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a
30-trading
day period ending three business days before the Company sends the notice of redemption to the warrant holders.
|
|
|
September 30,
|
|
|
|
|
2021
|
|
|
Deferred tax assets (liability)
|
|
|||
Net operating loss carryforward
|
|
$
|
26,896
|
|
Start-Up Costs
|
|
|
91,705
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
118,601
|
|
Valuation Allowance
|
|
|
(118,601
|
)
|
|
|
|
|
|
Deferred tax assets (liability)
|
|
$
|
—
|
|
|
|
|
|
|
|
September 30,
|
|
|
|
|
2021
|
|
|
Federal
|
|
|||
Current
|
|
$
|
—
|
|
Deferred
|
|
|
(118,601
|
)
|
State and Local
|
|
|||
Current
|
|
|
—
|
|
Deferred
|
|
|
—
|
|
Change in valuation allowance
|
|
|
118,601
|
|
|
|
|
|
|
Income tax provision
|
|
$
|
—
|
|
|
|
|
|
|
|
September 30,
2021 |
|
|
|
||||
Statutory federal income tax rate
|
|
|
21.0
|
%
|
State taxes, net of federal tax benefit
|
|
|
0.0
|
%
|
True-ups
|
|
|
0.0
|
%
|
Meals and entertainment
|
|
|
0.0
|
%
|
Change in fair value of warrants
|
|
|
(70.1
|
)%
|
Transaction costs Related To Warrants
|
|
|
19.6
|
%
|
Valuation allowance
|
|
|
29.4
|
%
|
|
|
|
|
|
Income tax provision
|
|
|
0.0
|
%
|
|
|
|
|
Description
|
Level
|
September 30, 2021
|
||||||
Assets:
|
||||||||
Marketable securities held in Trust Account
|
1 | $ | 400,021,169 | |||||
Liabilities:
|
||||||||
Warrant Liability – Public
|
1 | 5,933,334 | ||||||
Warrant Liability – Private Placement
|
2 | 8,677,500 |
March 4, 2021
(Initial Measurement) |
||||
Risk-free interest rate
|
0.91 | % | ||
Trading days per year
|
252 | |||
Expected volatility
|
15.0 | % | ||
Exercise price
|
$ | 11.50 | ||
Stock Price
|
$ | 10.00 |
|
|
Private
Placement |
|
|
Public
|
|
|
Warrant Liabilities
|
|
|||
Fair value as of January 1, 2021
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||
Initial measurement on March 4, 2021
|
9,477,000 | 6,480,000 | 15,957,000 | |||||||||
Change in valuation inputs or other assumptions
|
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Fair value as of March 31, 2021
|
|
9,477,000
|
|
$
|
6,480,000
|
|
$
|
15,957,000 | ||||
Change in fair value
|
4,660,500 | 3,186,667 | 7,847,167 | |||||||||
Transfer to Level 1
|
|
|
|
|
|
|
(9,666,667
|
)
|
|
|
(9,666,667
|
)
|
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021
|
$
|
14,137,500
|
|
$
|
—
|
|
$
|
14,137,500
|
|
|||
Change in fair value
|
(5,460,000 | ) | — | (5,460,000 | ) | |||||||
Transfer to Level 2
|
(8,677,500 | ) | — | (8,677,500 | ) | |||||||
|
|
|
|
|
|
|||||||
Fair value as of
September
30, 2021
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||
|
|
|
|
|
|
Exhibit 4.5
DESCRIPTION OF REGISTRANTS SECURITIES
The following summary of Northern Star Investment Corp. IVs securities is based on and qualified by the Companys Amended and Restated Articles of Incorporation (the Amended and Restated Charter). References to the Company and to we, us, and our refer to Northern Star Investment Corp. IV.
General
As of the date of its Initial Public Offering (IPO), the Company is authorized to issue 150,000,000 shares of common stock, par value $0.0001, including 125,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, par value $0.0001. As of the date of the annual report of which this Exhibit 4.5 forms a part, there are 40,000,000 shares of Class A common stock outstanding, 10,000,000 shares of Class B common stock outstanding, and no shares of preferred stock currently outstanding.
Units
Each unit consists of one share of Class A common stock and one-sixth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-fifth of one warrant to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds five fifths of a warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share. The Class A common stock and warrants trade separately and as part of the unit. Holders have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless an investor holds at least six units, they will not be able to receive or trade a whole warrant.
Common Stock
As of the date of the consummation of the Companys IPO, there we 40,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock issued and outstanding. All shares of Class B common stock issued and outstanding are held by our initial shareholders, including our sponsor and certain officers and directors. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment, as detailed below.
Class A Shares
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law.
Because our amended and restated certificate of incorporation authorizes the issuance of up to 125,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.
Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first full fiscal year end following our listing on the NYSE. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination.
We will provide our public stockholders with the opportunity to convert all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the trust account (less interest to pay our tax obligations), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, officers and directors have entered into agreements with us, pursuant to which they have agreed to waive their conversion rights with respect to their founder shares and public shares in connection with the completion of our initial business combination.
If a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SECs proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares voted are voted in favor of our initial business combination. However, the participation of our initial stockholders, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
If we seek stockholder approval in connection with our initial business combination, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after our IPO in favor of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them in or after our IPO.
Class B Shares
Except as described herein, the shares of Class B Common stock are identical to the shares of Class A Common stock, and holders of the Class B shares have the same stockholder rights as public shareholders, except that (i) the Class B shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders have entered into agreements with us, pursuant to which they have agreed (A) to waive their conversion rights with respect to their Class B shares and public shares in connection with the completion of our initial business combination, (B) to waive their conversion rights with respect to their Class B shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the required time period, and (C) to waive their rights to liquidating distributions from the trust account with respect to their Class B shares if we fail to complete our initial business combination within the required time period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, (iii) the Class B shares are automatically convertible into Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment as described herein, and (iv) have registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their Class B shares and any public shares purchased during or after our IPO in favor of our initial business combination.
The members of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired by them directly in or after our IPO.
The Class B shares will automatically convert into Class A common stock at the time our initial business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities convertible or exercisable for shares of Class A common stock, such as options, rights or warrants are issued or deemed issued in excess of the amounts sold in our IPO and related to the closing of our initial business combination, the ratio at which Class B shares will convert into shares of Class A common stock will be adjusted unless waived by majority of Class B holders so that the number of shares of Class A common stock issuable upon conversion of all Class B shares will equal, in the aggregate 20% of the sum of the shares of common stock outstanding after completion of our IPO plus the number of shares of Class A common stock and equity-linked shares issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any shares or equity-linked securities issued, or to be issued, pursuant to the forward purchase contract, or to any seller in our initial business combination and any Private Warrants or Working Capital Warrants issued to our Sponsor, officers and directors or any of their affiliates.
With certain limited exceptions, the Class B shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property.
Preferred Stock
There are no shares of preferred stock outstanding. Our amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no shares of preferred stock issued and outstanding at the date hereof. Although we do not currently intend to issue any preferred stock, we cannot assure you that we will not do so in the future.
Warrants
Public Warrants
Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of our IPO or 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least six units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective within 60 days and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Once the warrants become exercisable, we may call the warrants for redemption:
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in whole and not in part; |
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at a price of $0.01 per warrant; |
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upon not less than 30 days prior written notice of redemption (the 30-day redemption period) to each warrant holder; and |
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if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before we send to the notice of redemption to the warrant holders. |
If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value for this purpose will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the fair market value in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.
In addition to the foregoing redemption feature commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants:
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in whole and not in part; |
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at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the fair market value of our Class A common stock (as defined below) except as otherwise described below; |
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if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; |
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If and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above; and |
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if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
The numbers in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this redemption feature, based on the fair market value of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the tables below will not be adjusted solely as a result of us not being the surviving entity following our initial business combination.
Redemption Date (period to
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Fair Market Value of Class A Common Stock | |||||||||||||||||||||||||||||||||||
£$10.00 | $11.00 | $12.00 | $13.00 | $14.00 | $15.00 | $16.00 | $17.00 | ³$18.00 | ||||||||||||||||||||||||||||
57 months |
0.233 | 0.255 | 0.275 | 0.293 | 0.309 | 0.324 | 0.338 | 0.350 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.229 | 0.251 | 0.272 | 0.291 | 0.307 | 0.323 | 0.337 | 0.350 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.225 | 0.248 | 0.269 | 0.288 | 0.305 | 0.321 | 0.336 | 0.349 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.220 | 0.243 | 0.265 | 0.285 | 0.303 | 0.320 | 0.335 | 0.349 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.214 | 0.239 | 0.261 | 0.282 | 0.301 | 0.318 | 0.334 | 0.348 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.208 | 0.234 | 0.257 | 0.278 | 0.298 | 0.316 | 0.333 | 0.348 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.202 | 0.228 | 0.252 | 0.275 | 0.295 | 0.314 | 0.331 | 0.347 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.195 | 0.222 | 0.247 | 0.271 | 0.292 | 0.312 | 0.330 | 0.346 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.187 | 0.215 | 0.241 | 0.266 | 0.288 | 0.309 | 0.328 | 0.345 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.179 | 0.208 | 0.235 | 0.261 | 0.284 | 0.306 | 0.326 | 0.345 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.170 | 0.199 | 0.228 | 0.255 | 0.280 | 0.303 | 0.324 | 0.343 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.159 | 0.190 | 0.220 | 0.248 | 0.274 | 0.299 | 0.322 | 0.342 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.148 | 0.179 | 0.210 | 0.240 | 0.268 | 0.295 | 0.319 | 0.341 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.135 | 0.167 | 0.200 | 0.231 | 0.261 | 0.289 | 0.315 | 0.339 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.120 | 0.153 | 0.187 | 0.220 | 0.253 | 0.283 | 0.311 | 0.337 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.103 | 0.137 | 0.172 | 0.207 | 0.242 | 0.275 | 0.306 | 0.335 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.083 | 0.117 | 0.153 | 0.191 | 0.229 | 0.266 | 0.300 | 0.332 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.059 | 0.092 | 0.130 | 0.171 | 0.213 | 0.254 | 0.292 | 0.328 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.030 | 0.060 | 0.100 | 0.145 | 0.193 | 0.240 | 0.284 | 0.324 | 0.361 | |||||||||||||||||||||||||||
0 months |
0.000 | 0.000 | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.324 | 0.361 |
This redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants only when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above. Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares representing the applicable redemption price for their warrants based on an option pricing model with a fixed volatility input as of March 1, 2021, the date of the prospectus relating to our IPO. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants.
In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or its affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.
Private Warrants
Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in our IPO. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination and they will be exercisable on a cashless basis and not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Our sponsor or its permitted transferees will have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our IPO.
If holders of the Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value (defined below) by (y) the fair market value. The fair market value will mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.
In order to finance transaction costs in connection with an intended initial business combination, our sponsor, officers, directors or their respective affiliates may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants.
Dividends
We have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future
Listing of Securities
Our units, common stock, and warrants are listed on NYSE under the symbols NSTD.U, NSTD, and NSTD WS, respectively.
Delaware Anti-Takeover Law
Staggered Board of Directors
Our amended and restated charter provides that our board of directors will be classified into three classes of directors of approximately equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.
Special Meeting of Stockholders
Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our president or by our chairman or by our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to vote.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholders notice will need to be delivered to our principal executive offices not later than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the event that less than 70 days notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholders notice shall be timely if delivered to our principal executive offices not later than the 10th day following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws also specify certain requirements as to the form and content of a stockholders meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Authorized but Unissued Shares
Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum Selection
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers and employees for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholders counsel. Although we believe this provision benefits us by providing increased consistency in the application of law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.
Our amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the exclusive forum provision does not apply to actions brought under the Securities Act, or the rules and regulations thereunder.
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joanna Coles, certify that:
1. |
I have reviewed this annual report on Form 10-K of Northern Star Investment Corp. IV; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 22, 2021
/s/ Joanna Coles |
Joanna Coles |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James Brady, certify that:
1. |
I have reviewed this annual report on Form 10-K of Northern Star Investment Corp. IV; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) |
(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 22, 2021
/s/ James Brady |
James Brady Chief Financial Officer (Principal Accounting and Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Northern Star Investment Corp. IV (the Company) on Form 10-K for the annual period ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Joanna Coles, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Dated: December 22, 2021
/s/ Joanna Coles |
Joanna Coles Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Northern Star Investment Corp. II (the Company) on Form 10-K for the annual period ended September 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, James Brady, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Dated: December 22, 2021
/s/ James Brady |
James Brady |
Chief Executive Officer |
(Principal Accounting and Financial Officer) |