UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 2713, 2024

NORTHERN STAR INVESTMENT CORP. II

(Exact Name of Registrant as Specified in Charter)

Delaware		001-39929		85-3909728
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44th Floor

New York, NY 10174

(Address of Principal Executive Offices) (Zip Code)

(212) 818-8800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 27, 2024, the Company held a Special Meeting of Stockholders (the “Meeting”). An aggregate of 10,492,365 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of January 29, 2024, were represented in person or by proxy at the Meeting.

The Company’s stockholders voted on the following proposal at the Meeting, which was approved:

(1) Proposal No. 1 — The Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to remove the provisions applicable to special purpose acquisition companies, including the requirement to cancel the Company’s shares of Class A common stock sold in the Company’s initial public offering following distribution of the funds held in the Company’s trust account. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For		Against		Abstain		Broker Non-Votes
10,453,335		38,929		101		0

On February 27, 2024, the Company filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.

The Company is in the process of finalizing the distribution to be made to public stockholders from its trust account and will distribute such amounts as soon as practicable.

Item 8.01. Other Events.

InAs ~~connection~~previously ~~with~~reported, ~~the~~on ~~Meeting~~February 27, ~~the~~2024, ~~holders of~~Northern Star Investment Corp. II (the ~~remaining~~“Company”) ~~291,666~~held ~~shares~~a special meeting of stockholders at which stockholders approved an amendment to the Company’s ~~Class~~amended Band ~~common~~restated ~~stock~~certificate ~~outstanding,~~of ~~including~~incorporation ~~those~~to ~~held~~remove bythe provisions applicable to special purpose acquisition companies so that the Company’s ~~Chief~~can continue its corporate existence in an effort to ultimately acquire a business or ~~Financial~~entity. ~~Officer,~~The ~~voluntarily~~amendment ~~converted~~also ~~such~~allowed holders of the Company’s shares of Class BA common stock ofsold in the Company’s ~~they~~initial ~~held~~public offering ~~into~~(the ~~291,666~~“Public Shares”) to retain such shares of ~~Class~~following Athe ~~common~~final ~~stock~~distribution of the funds held in the Company’s trust account so that such holders could be able to participate in ~~accordance~~a ~~with~~transaction that the ~~Charter.~~Company Asmay apotentially ~~result~~enter ofinto in the ~~foregoing,~~future. The final distribution from the Company’s ~~has~~trust anaccount ~~aggregate~~will be made to holders of 11record of the Public Shares on March 15,~~620,989~~ 2024 ~~shares~~(the of“Record ~~Class~~Date”). AThe ~~common~~distribution ~~stock~~amount will be approximately $10.447 per Public Share and is expected to be paid on or about March 20, 2024. The Public Shares will remain outstanding following the distribution and nowill ~~shares~~continue to trade on the OTC Pink. Anyone that is not a holder of ~~Class~~record Bon ~~common~~the ~~stock~~Record ~~outstanding~~Date will not receive the distribution.

~~Item~~Forward-looking ~~9.01. Financial Statement and Exhibits.~~Statements:

~~(d)~~This Current ~~Exhibits:~~Report on Form 8-K includes “forward-looking statements” as such term is defined in the Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “expect,” “intend,” and similar expressions, as they relate to the Company, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors which may not be in the control of the Company. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company has no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

Exhibit		Description
3.1		Third Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (formatted in Inline XBRL).

2SIGNATURE

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 13, 2024	NORTHERN STAR INVESTMENT CORP. II

	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

Dated: March 4, 2024	NORTHERN STAR INVESTMENT CORP. II
	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

Filing Compare · Northern Star Investment Corp. II