Sometimes things seem to fall through the net. It’s not surprising – we know as well as anyone how hard it can be to keep up with all the special purpose acquisition companies (Spac) news.
Take Northern Star Investment Corp II (Northern Star II). A poke around the company’s paperwork reveals what sounds like a delightful exchange between it and the SEC, which was fretting over the existence of a Northern Star Acquisition Corp, otherwise known as Northern Star I and the first Spac from this team.
On December 31, a letter from the SEC’s division of corporate finance to Northern Star II noted that its December 4 draft registration form S-1 had disclosed that its officers and directors fulfilled the same roles at Northern Star I.
Northern Star is certainly proving no slouch
With that in mind, the SEC asked Northern Star II to revise its draft S-1 “to explain how the shared management will prioritize and allocate opportunities and potential business target candidates between the two entities”.
In particular, the SEC wanted to know whether Northern Star I would be prioritized over Northern Star II in the search for merger targets. After all, noted the SEC, “Northern Star I completed its initial public offering prior to you”.
That all seems fair enough, except that on December 16 Northern Star I had already announced a merger with a company called BarkBox. Perhaps the SEC had been caught out by the speed of it – the IPO had only completed on November 10, after all.
Northern Star is certainly proving no slouch: Northern Star II’s own acquisition of Apex Clearing was announced on Sunday, after an IPO that completed on January 25.
BarkBox merger
But back to Northern Star I. In a response to the SEC dated January 6, the date of its S-1 filing, Northern Star II reminded the regulator that Northern Star I had announced the BarkBox merger during December.
The SEC was doubtless delighted also to be reminded in this reply that BarkBox “is an omni-channel brand for dogs serving over one million dogs monthly through BarkBox and Super Chewer subscriptions and broad retail distribution of its comprehensive suite of best-in-class, proprietary products”.
Northern Star II, therefore, “respectfully” advised the SEC’s staff that its management would not need to “prioritize or allocate opportunities with respect to Northern Star I” unless the BarkBox deal failed to go ahead.
And to cover that eventuality, Northern Star II had disclosed the BarkBox deal in its own filing’s risk factors, noting that if it did not go ahead then management might need to present candidates to Northern Star I ahead of Northern Star II.
Thank goodness that’s all cleared up.
