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): ~~March~~ 13December 30, 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 85.0103. ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, on February 27, 2024, Northern Star Investment Corp. II (the “Company”) held a special meeting of stockholders at which stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to remove the provisions applicable to special purpose acquisition companies so that the Company can continue its corporate existence in an effort to ultimately acquire a business or entity. The ~~amendment~~information ~~also allowed holders of the Company’s shares of Class A common stock sold in the Company’s initial public~~included ~~offering (the “Public Shares”) to retain such shares following the final distribution of the funds held~~ in ~~the~~Item ~~Company’s trust account so that such holders could be able to participate in a transaction that the Company may potentially enter into in the future~~5. ~~The~~07 final distribution from the Company’s trust account will be made to holders of record of the Public Shares on March 15, 2024 (the “Record Date”). The distribution amount will be approximately $10.447 per Public Share and is ~~expected~~incorporated toby bereference ~~paid~~into ~~on or~~this ~~about~~item ~~March 20, 2024. The Public Shares will remain outstanding following the distribution and will continue~~ to ~~trade on~~ the ~~OTC~~extent ~~Pink~~required. ~~Anyone that is not a holder of record on the Record Date will not receive the distribution.~~

~~Forward-looking~~Item ~~Statements:~~5.07. Submission of Matters to a Vote of Security Holders.

~~This Current~~On ~~Report~~December on30, ~~Form 8-K includes “forward-looking statements” as such term is defined in the Private Securities Litigation~~2024, ~~Reform~~Northern ~~Act~~Star ofInvestment ~~1995~~Corp. ~~When~~II ~~used~~(the ~~in this Current Report on Form 8-K, words such as~~ “~~anticipate,~~Company”) ~~“believe,”~~held ~~“expect,” “intend,”~~a ~~and~~Special ~~similar~~Meeting ~~expressions,~~of asStockholders ~~they relate to~~ (the ~~Company, identify forward-looking statements~~“Meeting”). ~~Such~~An ~~forward-looking~~aggregate ~~statements are based on the beliefs~~ of ~~the Company’s management~~9,766,667 asshares ~~well~~of ~~as assumptions made by and information currently available to~~ the Company’s ~~management.~~common ~~Actual~~stock, ~~results~~which ~~could~~represents ~~differ materially from those contemplated by the forward-looking statements as~~ a ~~result~~quorum of ~~certain factors which may not be in~~ the ~~control~~outstanding ofcommon ~~the~~stock ~~Company.~~entitled ~~Readers are cautioned not~~ to ~~place~~vote ~~undue reliance on any such forward-looking statements, which speak only~~ as of the record date ~~made.~~of ~~The~~December ~~Company~~13, ~~has~~2024, nowere ~~obligation~~represented toin ~~update~~person ~~any forward-looking statement to reflect events~~ or ~~circumstances~~by ~~after~~proxy at the ~~date hereof~~Meeting.

1The Company’s stockholders voted on the following proposal at the Meeting, which was approved:

~~SIGNATURE~~(1) Proposal No. 1 — The Dissolution Proposal — a proposal to approve the liquidation and dissolution of the Company and the related Plan of Liquidation and Dissolution. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

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.

For		Against		Abstain		Broker Non-Votes
9,766,667		0		0		0

Dated: March 13, 2024	NORTHERN STAR INVESTMENT CORP. II
	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

Following the Meeting, the Company executed a Certificate of Dissolution to effectuate the dissolution and liquidation of the Company.

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.

Dated: January 3, 2025	NORTHERN STAR INVESTMENT CORP. II

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

Filing Compare · Northern Star Investment Corp. II