UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~ 19January 5, ~~2023~~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:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant	NSTB.U	NYSE American ~~LLC~~
Class A Common Stock, par value $0.0001 per share	NSTB	NYSE American ~~LLC~~
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share	NSTB WS	NYSE American LLC

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs previously disclosed, on December 2119, 2023, ~~Northern~~ ~~Star~~each ~~Investment~~of ~~Corp.~~Howard IIYeaton ~~(the~~and ~~“Company”) received~~David aShapiro ~~written~~resigned ~~notice~~from (the ~~“Notice”) from the~~board ~~staff~~ of ~~NYSE~~directors ~~Regulation~~ (the “~~Staff~~Board”) of ~~the~~Northern Star ~~NYSE~~Investment ~~American~~Corp. ~~LLC~~II (~~“NYSE”~~the or “~~NYSE American~~Company”) ~~indicating that~~. ~~the~~Prior ~~Staff~~to ~~has~~their ~~determined that the Company’s warrants~~resignations, each ~~warrant~~of ~~exercisable~~Mr. ~~for~~Yeaton ~~one~~and ~~share~~Mr. ofShapiro ~~Class A~~was ~~Common~~an ~~Stock of~~independent ~~the~~director ~~Company~~and ~~(the~~served ~~“Warrants”),~~on ~~are~~all nocommittees ~~longer~~of ~~suitable~~the ~~for~~Board, ~~listing~~including on the ~~NYSE~~audit ~~American based on “abnormally low” price levels~~committee, ~~pursuant~~and toMr. ~~Section~~Yeaton ~~1001~~was of the ~~NYSE~~designated ~~American~~“financially sophisticated” ~~Company~~audit ~~Guide~~committee member. AsPrior ato ~~result~~these resignations, the ~~Staff~~audit ~~has~~committee ~~determined~~was tocomprised ~~commence~~of ~~proceedings to~~three ~~delist~~independent ~~the Warrants from the NYSE American~~directors.

~~The~~As ~~Company~~a ~~has~~result aof ~~right~~these toresignations, on January 5, 2023, the Company received a ~~review~~notice of ~~this~~non-compliance ~~determination~~from bythe astaff ~~Committee~~of the NYSE American Market (the “Exchange”) indicating that the Company was noncompliant with the continued listing standards set forth in Sections 803B(2)(c) and 803B(2)(a)(iii) of the ~~Board~~NYSE American Company Guide (the “Company Guide”), since its audit committee is no longer comprised of ~~Directors~~at least two independent members and does not have at least one member of the audit committee who is financially sophisticated (the “NYSE. Notice”). The NYSE ~~will~~Notice ~~apply~~stated that pursuant to ~~the~~Section ~~Securities~~803(B)(6)(b) ~~and~~of ~~Exchange Commission~~the toCompany ~~delist~~Guide, the ~~Warrants~~Company ~~upon~~will ~~completion~~generally have until the earlier of its ~~all~~next ~~applicable~~annual ~~procedures,~~meeting ~~including~~of ~~any~~stockholders ~~appeal~~or byone year from the ~~Company~~occurrence of the ~~Staff’s decision.~~event ~~The~~that ~~Company~~caused ~~does~~the ~~not~~failure ~~currently~~to ~~intend~~comply with the audit committee composition requirements to ~~appeal~~regain compliance with the ~~determination~~continued listing standards.

~~Trading~~The inNYSE ~~the~~Notice ~~Warrants~~does onnot ~~the~~have ~~NYSE~~any ~~American~~immediate ~~will~~effect beon ~~suspended~~the ~~immediately~~listing ~~while~~of ~~trading in~~ the Company’s ~~Class A~~common ~~Common~~stock ~~Stock~~ and ~~Units~~units ~~will continue~~ on the ~~NYSE~~Exchange, ~~American~~which remain trading under the trading symbols “NSTB” and “NSTB.U” ~~The~~respectively. ~~Warrants~~There ~~may~~can be ~~traded~~no onassurance, however, that the ~~pink~~Company ~~sheets~~will be orable ~~any~~to ~~other~~regain ~~available~~compliance ~~market~~with ~~once~~the ~~trading~~listing instandards ~~the~~discussed ~~Warrants~~above ~~has~~set ~~been suspended~~forth byin the ~~NYSE~~Company ~~American~~Guide.

~~Item~~The ~~5.02~~Company ~~Departure~~issued ofa press ~~Directors~~release orannouncing ~~Principal~~the ~~Officers;~~foregoing, ~~Election~~which ofpress ~~Directors;~~release ~~Appointment~~is ofattached ~~Principal~~to ~~Officers~~this Current Report on Form 8-K as exhibit 99.1.

OnItem ~~December 19, 2023, each of Howard Yeaton and David Shapiro resigned from his position as a director of the Company~~9. ~~Messrs~~01. ~~Yeaton’s~~Financial Statement and ~~Shapiro’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices~~Exhibits.

1(d) Exhibits:

SIGNATURE

Exhibit		Description
99.1		Press release.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

~~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.~~1

Dated: December 26, 2023	NORTHERN STAR INVESTMENT CORP. II
	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

SIGNATURE

2Pursuant 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: January 10, 2024	NORTHERN STAR INVESTMENT CORP. II

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

Filing Compare · Northern Star Investment Corp. II