Northern Star Investment Corp. II (NYSE: NSTB) ("Northern Star"
or the "Company") announced today that the special meeting of its
stockholders that had been tentatively scheduled for August 30,
2021 (the “special meeting”) has been postponed to a
to-be-determined later date because the Company’s Registration
Statement on Form S-4, which had been initially filed by the
Company with the Securities and Exchange Commission (the "SEC") on
April 9, 2021, is still undergoing review by the Staff of the SEC
(the "Staff"). Despite the Company's best efforts to have the Staff
complete its review since its initial filing more than four months
ago, such review has not been completed to date. Once the Staff has
completed its review, a notice setting forth the exact date, time
and location of the rescheduled special meeting will be mailed to
stockholders of the Company.
About Apex Fintech Solutions
Apex Fintech Solutions LLC, the “fintech for fintechs,” is the
parent company of Apex Clearing Corporation, a custody and clearing
platform that’s powering innovation and the future of digital
wealth management, and Apex Pro, a trusted clearing partner to
broker-dealers, ATS’s, routing firms, professional trading firms,
hedge funds, institutions and emerging managers. We offer
cryptocurrency trading and custody services through Apex Crypto
LLC, which is expected to become a wholly owned subsidiary of Apex
Fintech Solutions pending receipt of required regulatory approvals.
Collectively, our suite of solutions creates an environment where
companies with the biggest ideas in fintech are empowered to change
the world. If you’ve got the guts to dream, we’ve got the guts to
help you realize those dreams.
For more information, visit the Apex Fintech Solutions website:
https://www.apexfinetechsolutions.com
About Northern Star Investment Corp. II
Northern Star Investment Corp. II is a blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or
entities. The management team and Board of Directors are composed
of veteran consumer, media, technology, retail and finance industry
executives and founders, including Joanna Coles, Chairwoman and
Chief Executive Officer, and Jonathan Ledecky, President and Chief
Operating Officer. Ms. Coles is a creative media and technology
executive who in her previous roles as editor of two leading
magazines and Chief Content Officer of Hearst Magazines developed
an extensive network of relationships at the intersection of
technology, fashion and beauty. Ms. Coles currently serves as a
special advisor to Cornell Capital, a $7 billion private investment
firm, and is on the board at Snap Inc., Sonos, Density Software,
and on the global advisory board of global payments company Klarna.
Mr. Ledecky is a seasoned businessman with over 35 years of
investment and operational experience. He has executed hundreds of
acquisitions across multiple industries and raised over $20 billion
in debt and equity. He is also co-owner of the National Hockey
League’s New York Islanders franchise. For additional information,
please visit https://northernstaric2.com.
Certain statements included herein are not historical facts but
are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters,
but the absence of these words does not mean that a statement is
not forward-looking. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of
Apex financial and performance metrics and projections, including
Apex projected net income, Adjusted EBITDA, net revenue and
Adjusted net revenue. These statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of Apex’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. All of the data presented herein is preliminary and
subject to further change. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions.
Many actual events and circumstances are beyond the control of
Apex. These forward-looking statements are subject to a number of
risks and uncertainties, including, but not limited to: changes in
domestic and foreign business, market, financial, political,
regulatory, and legal conditions; risks relating to the uncertainty
of the projected financial information with respect to Apex; Apex’s
ability to successfully expand and/or retain its product and
service offerings; competition; the uncertain effects of the
COVID-19 pandemic; and those factors discussed in documents of
Northern Star filed, or to be filed, with the SEC. If any of these
risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Northern Star nor Apex presently know or that Northern Star
and Apex currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward looking statements
reflect Northern Star’s and Apex’s expectations, plans or forecasts
of future events and views as of the date of this press release.
Northern Star and Apex anticipate that subsequent events and
developments will cause Northern Star’s and Apex’s assessments to
change. However, while Northern Star and Apex may elect to update
these forward-looking statements at some point in the future,
Northern Star and Apex specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Northern Star’s and Apex’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Important Information and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Northern Star and Apex. Northern Star
has filed a registration statement on Form S-4 with the SEC, which
includes a preliminary proxy statement/prospectus of Northern Star,
and certain related documents, to be used at the meeting of
stockholders to approve the proposed business combination and
related matters. Investors and security holders of Northern Star
are urged to read the proxy statement/prospectus, and any
amendments thereto and other relevant documents that will be filed
with the SEC, carefully and in their entirety when they become
available because they will contain important information about
Apex, Northern Star and the business combination. The definitive
proxy statement/prospectus will be mailed to stockholders of
Northern Star as of a record date to be established for voting on
the proposed business combination. Investors and security holders
are able to obtain copies of the registration statement and other
documents containing important information about each of the
companies, without charge, at the SEC’s web site at
www.sec.gov.
The information contained on, or that may be accessed through,
the websites referenced in this press release is not incorporated
by reference into, and is not a part of, this press release.
Participants in the Solicitation
Northern Star, Apex and certain of their respective directors,
managers and executive officers may be deemed participants in the
solicitation of proxies from the stockholders of Northern Star in
favor of the approval of the business combination and related
matters. Stockholders may obtain more detailed information
regarding the names, affiliations and interests of certain of
Northern Star’s executive officers and directors in the
solicitation by reading Northern Star’s Final Prospectus dated
January 25, 2021, filed with the SEC on January 27, 2021, and the
preliminary proxy statement/prospectus and other relevant materials
filed with the SEC in connection with the business combination when
they become available. Information concerning the interests of
Northern Star’s participants in the solicitation, which may, in
some cases, be different than those of its stockholders generally,
are set forth in the preliminary proxy statement/prospectus
relating to the business combination and will be set forth in the
final proxy statement/prospectus relating to the business
combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
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version on businesswire.com: https://www.businesswire.com/news/home/20210824005336/en/
Investors: (214) 765-1595 IR@Apexclearing.com
Media: Jonathan Gasthalter/Carissa Felger Gasthalter
& Co. (212) 257-4170 ApexClearing@gasthalter.com
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