NSTB.WS / Northern Star Investment Corp. II - Equity Warrant - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Northern Star Investment Corp. II - Equity Warrant
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Statistik Asas
CIK 1834518
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Star Investment Corp. II - Equity Warrant
SEC Filings (Chronological Order)
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January 3, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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): December 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) (Co

December 19, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

December 9, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 9, 2024 SC 13D/A

NSTB / Northern Star Investment Corp. II / Northern Star II Sponsor LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

March 13, 2024 8-K

Other Events

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): March 13, 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) (Commi

March 4, 2024 EX-3.1

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. II Pursuant to Sections 242 and 245 of the Delaware General Corporation Law

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. II Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Northern Star Investment Corp. II, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Operating Officer, hereby certifies as follows: 1. The name of the Corporation is “Norther

March 4, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 27, 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) (Co

February 14, 2024 SC 13G/A

NSTB / Northern Star Investment Corp. II / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm243573d10sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Northern Star Investment Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per sh

February 13, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

February 6, 2024 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units, each consisting of one share of Class A Common Stock and one-fifth of one Redeemable Warrant, and the Class A Common Stock (the "Securities") of Northern Star Investment Corp.

January 25, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

January 25, 2024 8-K

Financial Statements and Exhibits, Other Events

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): January 25, 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) (Com

January 25, 2024 8-K

Entry into a Material Definitive Agreement

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): January 25, 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) (Com

January 25, 2024 EX-99.1

Northern Star Investment Corp. II Announces Determination to Continue Corporate Existence Holders of Public Shares to be paid Trust Fund Distribution and Retain Shares

Exhibit 99.1 Northern Star Investment Corp. II Announces Determination to Continue Corporate Existence Holders of Public Shares to be paid Trust Fund Distribution and Retain Shares New York, New York, Jan. 25, 2024 (GLOBE NEWSWIRE) - Northern Star Investment Corp. II (the “Company”) today announced that, because it will not be able to consummate an initial business combination as described in the

January 10, 2024 EX-99.1

Northern Star Investment Corp. II Receives NYSE Notice Regarding Audit Committee Composition

Exhibit 99.1 Northern Star Investment Corp. II Receives NYSE Notice Regarding Audit Committee Composition New York, New York, Jan. 10, 2024 (GLOBE NEWSWIRE) - Northern Star Investment Corp. II (NYSE American: NSTB) (the “Company”), announced today that the New York Stock Exchange Regulation, Inc., by letter dated January 5, 2024, notified the Company that it was not in compliance with NYSE America

January 10, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): January 5, 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) (Comm

January 2, 2024 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove Redeemable Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.

December 26, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): December 19, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929 NORTHERN STAR INV

August 21, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929 NORTHERN STAR INVESTME

August 15, 2023 NT 10-Q

Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39929 CUSIP NUMBER 66573W107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Tr

August 1, 2023 EX-3.1

Amendment to the Amended and Restated Certificate of Incorporation

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of NORTHERN STAR INVESTMENT CORP. II (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The nam

August 1, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 27, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

July 26, 2023 8-K

Other Events

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): July 26, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

July 25, 2023 DEFA14A

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): July 25, 2023 NORTHERN STAR INVES

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): July 25, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

July 25, 2023 EX-99.1

Form of Non-Redemption Agreement.

Exhibit 99.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated July , 2023, between (the “Holder”) and Northern Star II Sponsor LLC (the “Insider”). RECITALS: A. Northern Star Investment Corp. II, a Delaware corporation (the “Company” or “SPAC”) will hold a special meeting of its stockholders (the “Meeting”) to consider and act upon a proposal (the “Extension Proposal”) t

July 25, 2023 8-K

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): July 25, 2023 NORTHERN STAR INVES

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): July 25, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

July 25, 2023 EX-99.1

SHARE TRANSFER AGREEMENT

Exhibit 99.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated July , 2023, between (the “Holder”) and Northern Star II Sponsor LLC (the “Insider”). RECITALS: A. Northern Star Investment Corp. II, a Delaware corporation (the “Company” or “SPAC”) will hold a special meeting of its stockholders (the “Meeting”) to consider and act upon a proposal (the “Extension Proposal”) t

July 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––– SCHEDULE 14A –––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

June 30, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––– SCHEDULE 14A –––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

June 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929 NORTHERN STAR INVESTM

May 24, 2023 8-K

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): May 23, 2023 NORTHERN STAR INVEST

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): May 23, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 24, 2023 EX-99.1

Northern Star Investment Corp. II Receives NYSE Notice Regarding Late Form 10-Q Filing

Exhibit 99.1 Northern Star Investment Corp. II Receives NYSE Notice Regarding Late Form 10-Q Filing New York, New York (May 24, 2023) – Northern Star Investment Corp. II (NYSE American: NSTB) (the “Company”), announced today that New York Stock Exchange Regulation, Inc., by letter dated May 23, 2023, notified the Company that it was not in compliance with NYSE American’s continued listing standard

May 18, 2023 8-K

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): May 12, 2023 NORTHERN STAR INVEST

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): May 12, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 15, 2023 NT 10-Q

Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-39929 CUSIP NUMBER 66573W107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ T

March 31, 2023 EX-4.5

Description of the Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary of Northern Star Investment Corp. II’s securities is based on and qualified by the Company’s Amended and Restated Articles of Incorporation (the “Amended and Restated Charter”). References to the “Company” and to “we,” “us,” and “our” refer to Northern Star Investment Corp. II.” General The Company is authorized to issue 150,

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-39929 NORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-39929 NORTHERN STAR INVESTMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 85-3909728 (State or Other Jurisdiction of Incorporation

March 17, 2023 8-K

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): March 16, 2023 NORTHERN STAR INVE

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): March 16, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 17, 2023 EX-10.1

Promissory Note dated March 16, 2023.

Exhibit 10.1 PROMISSORY NOTE $321,250 As of March 16, 2023 Northern Star Investment Corp. II (“Maker”) promises to pay to the order of Ironbound Partners Fund LLC or its successors or assigns (“Holder”) the principal sum of Three Hundred Twenty One Thousand Two Hundred Fifty Dollars and No Cents ($321,250.00) in lawful money of the United States of America, on the terms and conditions described be

March 13, 2023 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

25 1 ea175155-25northern2.htm FORM 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL Washington, D. C. 20549 OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response: 1:00 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39929 NORTHERN STAR INVESTMENT

February 24, 2023 8-K

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 24, 2023 NORTHERN STAR I

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 24, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

February 24, 2023 EX-99.1

Northern Star Investment Corp. II To Transfer Listing To NYSE American

Exhibit 99.1 Northern Star Investment Corp. II To Transfer Listing To NYSE American Friday, February 24, 2023 New York, NY, Feb. 24, 2023 (GLOBE NEWSWIRE) - Northern Star Investment Corp. II (NYSE: NSTB, NSTB.U, NSTB WS) (“Northern Star II”), announced today that it will transfer its listing from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”). Northern Star

February 24, 2023 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Regis

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3909728 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification

February 17, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 14, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

February 14, 2023 SC 13G/A

NSTB / Northern Star Investment Corp. II / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Star Investment Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 66573W107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C

February 14, 2023 SC 13G/A

NSTB / Northern Star Investment Corp. II / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234574-25sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Northern Star Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per sh

February 13, 2023 SC 13G/A

NSTB / Northern Star Investment Corp. II / Arena Capital Advisors, LLC- CA - SC 13G/A Passive Investment

SC 13G/A 1 d457550dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NORTHERN STAR INVESTMENT CORP. II (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 66573W107 (CUSIP Number) FEBRUARY 10, 2023 (Date of Event Which Requires Filing of

February 10, 2023 SC 13G/A

NSTB / Northern Star Investment Corp. II / Vivaldi Asset Management, LLC - NSTB 13G/A Passive Investment

SC 13G/A 1 schedule13ganstb2102023.htm NSTB 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Star Investment Corp II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66573W107 (CUSIP Number) January 31, 2023 (Date of Event which Requires

February 9, 2023 8-K

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

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 6, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Com

January 30, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 24, 2023 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Com

January 27, 2023 SC 13G/A

NSTB / Northern Star Investment Corp. II / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* Northern Star Investment Corp. II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 66573W107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

January 27, 2023 EX-99.2

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

January 27, 2023 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Northern Star Investment Corp. II dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-

January 25, 2023 SC 13G/A

NSTB / Northern Star Investment Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NORTHERN STAR INVESTMENT CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Northern Star Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66573W107 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to design

January 11, 2023 EX-1

Joint Filing Agreement, dated as of January 10, 2023, by and between Sponsor, Mr. Ledecky and Ms. Coles.

EX-1 2 ea171483ex1northernstar2.htm JOINT FILING AGREEMENT, DATED AS OF JANUARY 10, 2023, BY AND BETWEEN SPONSOR, MR. LEDECKY AND MS. COLES Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D (as may be amended from time to time, the “Schedule 13D”) with respect to the Class A Common Stock of Northern Star Investment Corp. II beneficially owned by the undersigned i

January 11, 2023 SC 13D

NSTB / Northern Star Investment Corp. II / Northern Star II Sponsor LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

January 10, 2023 SC 13G

NSTB / Northern Star Investment Corp. II / Vivaldi Asset Management, LLC - NSTB 13G Passive Investment

SC 13G 1 schedule13gnstb01102023.htm NSTB 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Star Investment Corp II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66573W107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filin

January 3, 2023 EX-3.1

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. II Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of NORTHERN STAR INVESTMENT CORP. II (the ?Corporation?), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of th

January 3, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Other Events

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): December 29, 2022 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

December 30, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): December 28, 2022 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

December 28, 2022 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): December 23, 2022 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

December 23, 2022 EX-10.1

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 included in the Registrant’s Current Report on Form 8-K filed on December 23, 2022)

Exhibit 10.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (?Agreement?), dated , 2022, between (the ?Holder?) and Northern Star II Sponsor LLC (the ?Insider?). RECITALS: A. Northern Star Investment Corp. II, a Delaware corporation (the ?Company? or ?SPAC?) will hold a special meeting of its stockholders (the ?Meeting?) to consider and act upon a proposal (the ?Extension Proposal?) to ext

December 23, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): December 22, 2022 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

December 22, 2022 8-K

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): December 22, 2022 NORTHERN STAR I

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): December 22, 2022 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

December 9, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

December 6, 2022 CORRESP

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] December 6, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Northern Star Investment Corp. II Prel

November 22, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929

September 2, 2022 RW

Northern Star Investment Corp. II c/o Graubard Miller 405 Lexington Avenue New York, New York 10174 September 2, 2022

Northern Star Investment Corp. II c/o Graubard Miller 405 Lexington Avenue New York, New York 10174 September 2, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Northern Star Investment Corp. II Registration Statement on Form S-4 File No. 333-255120 Application for Withdrawal of Registration Statement Gentlemen: Pursuant to Rule 477 under the Securities Act of

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-39929 NORTH

May 13, 2022 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929 NOR

April 1, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-39929 NORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-39929 NORTHERN STAR INVESTMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 85-3909728 (State or Other Jurisdictio

March 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ T

OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden Hours per form 2.

March 25, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): March 22, 2022 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 25, 2022 EX-3.1

Amended and Restated Bylaws

Exhibit 3.1 BY LAWS OF NORTHERN STAR INVESTMENT CORP. II ARTICLE I OFFICES 1.1 Registered Office. The registered office of Northern Star Investment Corp. II (the ?Corporation?) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered agent of the corporation in cha

February 14, 2022 SC 13G/A

NSTB / Northern Star Investment Corp. II / Soroban Capital Partners LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2022 SC 13G/A

NSTB / Northern Star Investment Corp. II / CITADEL ADVISORS LLC - NORTHERN STAR INVESTMENT CORP. II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Northern Star Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Secu

February 14, 2022 SC 13G/A

NSTB / Northern Star Investment Corp. II / Arena Capital Advisors, LLC- CA - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NORTHERN STAR INVESTMENT CORP. II (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 66573W107 (CUSIP Number) FEBRUARY 10, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

February 10, 2022 SC 13G/A

NSTB / Northern Star Investment Corp. II / ADAGE CAPITAL PARTNERS GP, L.L.C. - NORTHERN STAR INVESTMENT CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Star Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66573W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

February 9, 2022 SC 13G/A

NSTB / Northern Star Investment Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NORTHERN STAR INVESTMENT CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Star Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66573W107 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to design

January 28, 2022 SC 13G

NSTB / Northern Star Investment Corp. II / Magnetar Financial LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Star Investment Corp. II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 66573W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

December 16, 2021 SC 13G

NSTB / Northern Star Investment Corp. II / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Star Investment Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 66573W107 (CUSIP Number) December 6, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

December 1, 2021 8-K

Termination of a Material Definitive Agreement

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): November 30, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

November 16, 2021 S-4/A

As filed with the Securities and Exchange Commission on November 15, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 15, 2021 Registration No.

November 16, 2021 EX-10.37

Form of Amendment to Subscription Agreement

Exhibit 10.37 CONFIDENTIAL AMENDMENT TO SUBSCRIPTION AGREEMENT This AMENDMENT TO SUBSCRIPTION AGREEMENT (this ?Amendment?), dated August 31, 2021, is entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the Company?), and the undersigned subscriber (the ?Subscriber?). WHEREAS, the Company and the Subscriber are parties to that certain Subscription Agreement, dated

November 15, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 12, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929

November 3, 2021 425

Apex Fintech Solutions Data Highlights Gen Z’s Continued Support for Flagship Meme Stocks in the Third Quarter of 2021 Latest Apex Next Investor Outlook report shows younger investors traded on renewed interest in vaccine makers and giant retailers i

Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Northern Star Investment Corp.

September 16, 2021 EX-99.1

Apex Fintech Solutions Acquires Silver Management Group to Strengthen Platform and Expand SaaS Offerings Silver’s extensive regulatory cost basis & tax reporting capabilities and other data management solutions will be integrated into the Apex platfo

Exhibit 99.1 Apex Fintech Solutions Acquires Silver Management Group to Strengthen Platform and Expand SaaS Offerings Silver?s extensive regulatory cost basis & tax reporting capabilities and other data management solutions will be integrated into the Apex platform and available as independent SaaS offerings DALLAS?(BUSINESS WIRE)?Apex Fintech Solutions LLC (?Apex?), the ?fintech for fintechs? pow

September 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 15, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (C

September 16, 2021 425

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): September 15, 2021 NORTHERN STAR

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): September 15, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (C

September 3, 2021 425

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): August 31, 2021 NORTHERN STAR INV

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): August 31, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Comm

September 3, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement

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): August 31, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Comm

August 24, 2021 425

NORTHERN STAR INVESTMENT CORP. II ANNOUNCES POSTPONEMENT OF SPECIAL MEETING

425 Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Northern Star Investment Corp.

August 20, 2021 425

NORTHERN STAR INVESTMENT CORP. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 NOTICE OF SPECIAL MEETING TO BE HELD ON AUGUST 30, 2021

Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Northern Star Investment Corp.

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929 NORT

July 26, 2021 SC 13G

NSTB / Northern Star Investment Corp. II / HIGHBRIDGE CAPITAL MANAGEMENT LLC - NORTHERN STAR INVESTMENT CORP. II Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Star Investment Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66573W107 (CUSIP Number) July 16, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

July 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 6, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

July 6, 2021 EX-99.1

Apex Fintech Solutions Strengthens Executive Leadership Team with New C-Level Hires Andrew Lientz Joins as Chief Technology Officer and Lindsey Becker as Chief Marketing Officer

Exhibit 99.1 Apex Fintech Solutions Strengthens Executive Leadership Team with New C-Level Hires Andrew Lientz Joins as Chief Technology Officer and Lindsey Becker as Chief Marketing Officer DALLAS ? July 6, 2021 ? Apex Fintech Solutions LLC (?Apex? or the ?Company?), the ?fintech for fintechs? powering innovation and the future of digital wealth management, today announced the addition of two sen

July 6, 2021 425

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): July 6, 2021 NORTHERN STAR INVEST

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): July 6, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

June 30, 2021 EX-10.1

Form of Amendment to Subscription Agreement

Exhibit 10.1 CONFIDENTIAL FORM OF AMENDMENT TO SUBSCRIPTION AGREEMENT This AMENDMENT TO SUBSCRIPTION AGREEMENT (this ?Amendment?), dated June , 2021, is entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the ?Company?), and the undersigned subscriber (the ?Subscriber?). WHEREAS, the Company and the Subscriber are parties to that certain Subscription Agreement, d

June 30, 2021 EX-10.1

Form of Amendment to Subscription Agreement.

Exhibit 10.1 CONFIDENTIAL FORM OF AMENDMENT TO SUBSCRIPTION AGREEMENT This AMENDMENT TO SUBSCRIPTION AGREEMENT (this ?Amendment?), dated June , 2021, is entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the ?Company?), and the undersigned subscriber (the ?Subscriber?). WHEREAS, the Company and the Subscriber are parties to that certain Subscription Agreement, d

June 30, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 30, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

June 30, 2021 425

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): June 30, 2021 NORTHERN STAR INVES

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): June 30, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

June 24, 2021 EX-99.1

NORTHERN STAR INVESTMENT CORP. II AND APEX FINTECH SOLUTIONS ANNOUNCE APEX’S SECOND QUARTER 2021 PRELIMINARY FINANCIAL GUIDANCE AND CLIENT ACQUISITIONS IN SECOND QUARTER 2021 Expects Second Quarter 2021 Net Income to be $29.8 Million – $31.5 Million

Exhibit 99.1 NORTHERN STAR INVESTMENT CORP. II AND APEX FINTECH SOLUTIONS ANNOUNCE APEX?S SECOND QUARTER 2021 PRELIMINARY FINANCIAL GUIDANCE AND CLIENT ACQUISITIONS IN SECOND QUARTER 2021 Expects Second Quarter 2021 Net Income to be $29.8 Million ? $31.5 Million and Adjusted EBITDA to be $44.9 Million ? $47.1 Million Expects First Half 2021 Net Income to be $66.1 Million ? $67.8 Million and Adjust

June 24, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 24, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

June 24, 2021 425

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): June 24, 2021 NORTHERN STAR INVES

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): June 24, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

June 21, 2021 425

NORTHERN STAR INVESTMENT CORP. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 NOTICE OF SPECIAL MEETING TO BE HELD ON JUNE 29, 2021 ***Full Proxy Statement/Prospectus, Proxy Card, and Voting Instructi

Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Northern Star Investment Corp.

June 21, 2021 S-4/A

As filed with the Securities and Exchange Commission on June 21, 2021

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2021 Registration No.

June 21, 2021 EX-99.1

NORTHERN STAR INVESTMENT CORP. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 NOTICE OF SPECIAL MEETING TO BE HELD ON JUNE 29, 2021 ***Full Proxy Statement/Prospectus, Proxy Card, and Voting Instructi

Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Northern Star Investment Corp.

June 21, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 18, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction (Commission (IRS Employer

June 14, 2021 S-4/A

As filed with the Securities and Exchange Commission on June 14, 2021

Table of Contents As filed with the Securities and Exchange Commission on June 14, 2021 Registration No.

June 10, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 9, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

June 10, 2021 EX-99.1

* * * * * * *

Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is a transcript of an interview with Matthew Hulsizer, a founder of PEAK6, conducted during the LD Micro

June 10, 2021 425

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): June 9, 2021 NORTHERN STAR INVEST

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): June 9, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

June 7, 2021 EX-99.6

Form of Proxy Card

Exhibit 99.6 PROXY NORTHERN STAR INVESTMENT CORP. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 Tel. (212) 818-8800 ANNUAL MEETING YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING TO BE HELD ON [?], 2021 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges recei

June 7, 2021 S-4/A

As filed with the Securities and Exchange Commission on June 4, 2021

Table of Contents As filed with the Securities and Exchange Commission on June 4, 2021 Registration No.

June 7, 2021 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of Registrant Name Percentage Ownership State of Organization NSIC II-A Merger LLC 100% Delaware NSIC II-B Merger LLC 100% Delaware

May 26, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 26, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 26, 2021 EX-99.1

Apex Fintech Solutions to Launch Product Providing Investors with Immediate Access to Cash Following Sale of U.S. Equities Innovative offering to simulate instant trade settlement by making funds immediately available to Product to launch in Third Qu

Exhibit 99.1 Apex Fintech Solutions to Launch Product Providing Investors with Immediate Access to Cash Following Sale of U.S. Equities Innovative offering to simulate instant trade settlement by making funds immediately available to investors Product to launch in Third Quarter 2021 May 26, 2021 09:15 AM Eastern Daylight Time DALLAS?(BUSINESS WIRE)?Apex Fintech Solutions LLC (?Apex?), the ?fintech

May 26, 2021 425

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): May 26, 2021 NORTHERN STAR INVEST

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): May 26, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 24, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 20, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 24, 2021 EX-10.5

Form of Apex Clearing Holdings LLC Lock-Up Agreement (incorporated by reference from Exhibit 10.5 to the Amendment No. 1 to the Registration Statement on Form S-4 filed on May 21, 2021).

Exhibit 10.5 February , 2021 Northern Star Investment Corp. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Re: Amendment to Insider Letter, Dated January 25, 2021 Ladies and Gentlemen: Reference is made to that certain letter agreement (?Insider Letter?) dated January 25, 2021 executed by the undersigned. Capitalized terms used herein that are not otherw

May 24, 2021 EX-10.36

Debt Repayment and Conversion Agreement, dated as of May 21, 2021, by and among Apex Fintech Solutions LLC, PEAK6 Investments LLC and PEAK6 Group LLC (incorporated by reference from Exhibit 10.36 to the Amendment No. 1 to the Registration Statement on Form S-4 filed on May 21, 2021).

Exhibit 10.36 DEBT REPAYMENT AND CONVERSION AGREEMENT THIS DEBT REPAYMENT AND CONVERSION AGREEMENT (this ?Agreement?), is made as of the 21st day of May, 2021, by and among Apex Fintech Solutions LLC, a Delaware limited liability company formerly named Apex Clearing Holdings LLC (the ?Company?), PEAK6 Investments LLC, a Delaware limited liability company (?PEAK6 Investments?) and PEAK6 Group LLC,

May 24, 2021 EX-99.1

LEX Joins Forces with Apex Clearing to Unlock Access to New Real Estate Markets for Retail Investors The partnership becomes the first to successfully make public trading of single asset real estate securities available to all investors for investmen

Exhibit 99.1 LEX Joins Forces with Apex Clearing to Unlock Access to New Real Estate Markets for Retail Investors The partnership becomes the first to successfully make public trading of single asset real estate securities available to all investors for investments as small as $250 May 20, 2021 NEW YORK, NY ? (BUSINESS WIRE) ? LEX, a commercial real estate securities marketplace for retail investo

May 24, 2021 EX-10.22

Master Services Agreement, effective as of January 1, 2019, by and between Broadridge Securities Processing Solutions, LLC and Apex Clearing Corporation (incorporated by reference from Exhibit 10.22 to the Amendment No. 1 to the Registration Statement on Form S-4 filed on May 21, 2021).

Exhibit 10.22 Broadridge Securities Processing Solutions, LLC Execution Version 2 Gateway Center TO BE PREPARED AND Newark,, New Jersey 07102 SIGNED IN DUPLICATE MASTER SERVICES AGREEMENT [REDACTED COPY FOR FILING WITH CONFIDENTIAL TREATMENT REQUEST WITH THE SEC] Client: Apex Clearing Corporation (?Client?) Address: 350 N. St. Paul St., Suite 1300 City: Dallas State: Texas Zip Code: 75201 1. TERMI

May 24, 2021 425

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): May 20, 2021 NORTHERN STAR INVEST

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): May 20, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 24, 2021 EX-10.9

Apex Clearing Corporation Long Term Incentive Plan (incorporated by reference from Exhibit 10.9# to the Amendment No. 1 to the Registration Statement on Form S-4 filed on May 21, 2021).

Exhibit 10.9 Second Amended and Restated Apex Clearing Corporation Long-Term Incentive Plan SECTION 1 Purpose of Plan; Effective Date 1.1 Purpose of Plan. The purpose of this Apex Clearing Corporation Long-Term Incentive Plan (the ?Plan?) is to attract and retain key employees and to further align these employees? interests with those of Apex Clearing Corporation (the ?Corporation?). 1.2 Effective

May 24, 2021 EX-3.2

Form of Amended and Restated Bylaws.

Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF APEX FINTECH SOLUTIONS, INC. (hereinafter called the ?Corporation?) ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation for the election of directors or for any other purpose shall be held at such time and place, if any, either within or without the State of Delaware, as shall be desig

May 24, 2021 EX-99.5

Consent of David Snyderman to be named as a director.

Exhibit 99.5 CONSENT TO REFERENCE IN REGISTRATION STATEMENT May 12, 2021 Northern Star Investment Corp. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 Northern Star Investment Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securit

May 24, 2021 EX-99.4

Consent of Judi Hart to be named as a director.

Exhibit 99.4 CONSENT TO REFERENCE IN REGISTRATION STATEMENT May 12, 2021 Northern Star Investment Corp. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 Northern Star Investment Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securit

May 24, 2021 S-4/A

As filed with the Securities and Exchange Commission on May 21, 2021

Table of Contents As filed with the Securities and Exchange Commission on May 21, 2021 Registration No.

May 24, 2021 EX-10.4

Form of Northern Star Lock-Up Agreement (incorporated by reference from Exhibit 10.4 to the Amendment No. 1 to the Registration Statement on Form S-4 filed on May 21, 2021).

Exhibit 10.4 FORM OF LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this ?Agreement?) is made as of [?], 2021 by and among Northern Star Investment Corp. II, a Delaware corporation (the ?Company?), and each other Person identified on Schedule A attached hereto (the ?Schedule of Holders?) as of the date hereof. RECITALS WHEREAS, the Company is party to that certain Agreement and Plan of Reorganization,

May 24, 2021 EX-10.20

Third Amendment to Credit Agreement, dated as of April 30, 2021, by and among Apex Clearing Corporation, the lenders party thereof and BMO Harris Bank N.A. (incorporated by reference from Exhibit 10.20 to the Amendment No. 1 to the Registration Statement on Form S-4 filed on May 21, 2021).

Exhibit 10.20 THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (herein, the ?Amendment?) is entered into as of April 30, 2021, by and among APEX CLEARING CORPORATION, a New York corporation (the ?Borrower?), the Lenders party hereto, and BMO HARRIS BANK N.A, as Administrative Agent (the ?Administrative Agent?). PRELIMINARY STATEMENTS A. The Borrower, the Lenders and the

May 21, 2021 EX-99.2

APEX May 2021

Exhibit 99.2 APEX May 2021 Disclaimer Basis of Presentation Disclaimer This Presentation (this ?Presentation?) is provided for informational purposes only. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation or advice to purchase, any securities in any jurisdiction, or the

May 21, 2021 EX-99.1

* * * * * * *

Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is a transcript of presentation by William Capuzzi and Christopher Springer, Apex?s Chief Executive Offic

May 21, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39929 NOR

May 21, 2021 425

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): May 18, 2021 NORTHERN STAR INVEST

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): May 18, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 21, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 18, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 19, 2021 EX-99.1

NORTHERN STAR INVESTMENT CORP. II INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Northern Star Investment Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 28, 2021 F-3 Notes to Financ

Exhibit 99.1 NORTHERN STAR INVESTMENT CORP. II INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Northern Star Investment Corp. II: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 28, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Northern Star Inv

May 19, 2021 8-K/A

Financial Statements and Exhibits

8-K/A 1 d203361d8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2021 (January 28, 2021) NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 00

May 18, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 17, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 18, 2021 EX-99.2

Disclaimer Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicit

EX-99.2 3 d163448dex992.htm EX-99.2 Exhibit 99.2 May 2021Exhibit 99.2 May 2021 Disclaimer Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation or advice to purchase, an

May 18, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Tran

NT 10-Q 1 d141177dnt10q.htm NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden Hours per form 2.50 SEC FILE NUMBER 001-39929 CUSIP NUMBER 66573W107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-C

May 18, 2021 425

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): May 17, 2021 NORTHERN STAR INVEST

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): May 17, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 18, 2021 EX-99.1

* * * * * * *

Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is a transcript of presentation by William Capuzzi and Christopher Springer, Apex?s Chief Executive Offic

May 14, 2021 425

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): May 13, 2021 NORTHERN STAR INVEST

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): May 13, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 14, 2021 EX-99.2

* * * * * * *

Exhibit 99.2 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is an interview with William Capuzzi, the Chief Executive Officer of Apex, which appeared on the financia

May 14, 2021 EX-99.1

Investor Presentation.

Exhibit 99.1

May 14, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 13, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commiss

May 10, 2021 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Northern Star Investment Corp. II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behal

May 10, 2021 SC 13G

April 29, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Northern Star Investment Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 66573W107 (CUSIP Number) April 29, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Sc

May 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 5, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commissi

May 6, 2021 425

Merger Prospectus - 425

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): May 5, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commissi

May 6, 2021 EX-99.1

Apex Fintech Solutions Listed as One of the World’s Most Innovative Tech Solution Providers on FinTech Global’s WealthTech100 List The recognition underscores Apex’s commitment to driving the modernization of the financial services industry

Exhibit 99.1 Apex Fintech Solutions Listed as One of the World?s Most Innovative Tech Solution Providers on FinTech Global?s WealthTech100 List The recognition underscores Apex?s commitment to driving the modernization of the financial services industry DALLAS, TX (May 5, 2021) ? Apex Clearing Corporation (?Apex? or the ?Company?), the ?fintech for fintechs? powering innovation and the future of d

April 29, 2021 425

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of I

April 29, 2021 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of I

April 29, 2021 EX-99.1

JPMORGAN CHASE BANK April 15, 2021 1:00 pm CT Coordinator: Welcome to the JPMorgan webcast. This is intended for informational purposes only. Opinions expressed herein, are those of the speakers and may differ from those of other JPMorgan employees a

Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is a revised transcript of the interview with Jenny Just and Matthew Hulsizer, the founders of PEAK6, Joa

April 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 28, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

April 28, 2021 EX-99.2

APEX 1Q21 Earnings Conference Call Transcript April 28, 2021

Exhibit 99.2 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is a transcript of the earnings call for Apex?s first quarter ended March 31, 2021 hosted by William Capu

April 28, 2021 425

Merger Prospectus - 425

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): April 28, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

April 28, 2021 EX-99.1

Northern Star Investment Corp. II and Apex Fintech Solutions Announce Apex’s First Quarter 2021 Results

Exhibit 99.1 Northern Star Investment Corp. II and Apex Fintech Solutions Announce Apex?s First Quarter 2021 Results ? Net Revenue Increased 98% from First Quarter 2020 ? Net Income Increased 414% from First Quarter 2020 ? Adjusted Net Revenue1 Increased 122% from First Quarter 2020 ? Adjusted EBITDA1 Increased 262% from First Quarter 2020 ? Total Customer Accounts Grew 85% from First Quarter 2020

April 22, 2021 425

Merger Prospectus - 425

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): April 21, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

April 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 21, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

April 22, 2021 EX-99.1

Meme Stocks Make their Historic Debut in Apex Next Investor Outlook Amid Retail Trading Boom Apex’s Latest Quarterly Report Reveals Young Investors Repositioning Their Portfolios Post Covid-19 in Favor of Meme Stocks and Penny Shares

Exhibit 99.1 Meme Stocks Make their Historic Debut in Apex Next Investor Outlook Amid Retail Trading Boom Apex?s Latest Quarterly Report Reveals Young Investors Repositioning Their Portfolios Post Covid-19 in Favor of Meme Stocks and Penny Shares DALLAS, TX (April 21, 2021) ? Apex Clearing Corporation (?Apex? or the ?Company?), the fintech for fintechs powering innovation and the future of digital

April 20, 2021 425

Merger Prospectus - 425

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): April 15, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

April 20, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 15, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

April 20, 2021 EX-99.1

JPMORGAN CHASE BANK April 15, 2021 1:00 pm CT Coordinator: Welcome to the JPMorgan webcast. This is intended for the informational purposes only. Opinions expressed herein, are those of the speakers and may differ from those of other JPMorgan employe

Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is an interview with Jenny Just and Matthew Hulsizer, the founders of PEAK6, Joanna Coles, the Chairperso

April 9, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 9, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

April 9, 2021 425

Merger Prospectus - 425

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): April 9, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

April 9, 2021 EX-99.1

* * * * * * *

EX-99.1 Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 333-255120 The following is a transcript of a voiceover advertisement for Apex’s products and services which will be inclu

April 8, 2021 EX-10.12

Form of Convertible Senior Notes due 2023

Exhibit 10.12 EXHIBIT A [FORM OF FACE OF NOTE] [INCLUDE FOLLOWING LEGEND IF A RESTRICTED SECURITY] [THE SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE MAY NOT BE OFFERED, PLEDGED, RESOLD OR OTHERWISE TRANSFERRED, EXCEPT: (A) TO APEX C

April 8, 2021 EX-2.1

Amendment to Merger Agreement.

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This Amendment to Agreement and Plan of Reorganization (this ?Amendment?) is made and entered into as of April 7, 2021 (the ?Effective Date?) by and among Northern Star Investment Corp. II, a Delaware corporation (?Parent?), NSIC II-A Merger LLC, a limited liability company and wholly owned subsidiary of Parent (?Merger Sub I?), NSIC II

April 8, 2021 EX-10.13

Revolving Credit Agreement, dated as of November 2, 2017, by and between Apex Clearing Corporation and TriState Capital Bank

Exhibit 10.13 REVOLVING CREDIT AGREEMENT Dated November 2, 2017 by and between APEX CLEARING CORPORATION, as the Borrower and TRISTATE CAPITAL BANK, as the Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 7 ARTICLE II THE LOAN 8 2.1 The Loan 8 2.2 Repayment 8 2.3 Interest Rate 9 2.4 Unused Commitment Fee 9 ARTICLE III GENERAL PROVISIONS CO

April 8, 2021 EX-10.11

Note Issuance Agreement, dated as of February 19, 2021, by and between Apex Clearing Holdings LLC and Magnetar Financial LLC

Exhibit 10.11 EXECUTION VERSION APEX CLEARING HOLDINGS LLC AND MAGNETAR FINANCIAL LLC as Representative of the Holders NOTE ISSUANCE AGREEMENT Dated as of February 19, 2021 Convertible Senior Notes due 2023 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 29 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES 29 S

April 8, 2021 EX-10.22

Services Agreement, dated as of December 13, 2018, by and between Apex Clearing Corporation and Apex Crypto LLC

Exhibit 10.22 SERVICES AGREEMENT BETWEEN APEX CLEARING CORPORATION AND APEX CRYPTO LLC This Services Agreement (this ?Agreement?), as it may be amended, modified, or replaced from time to time, by and between Apex Clearing Corporation (?Apex?) and Apex Crypto LLC (?Crypto?) shall be effective as of December 13,2018. WHEREAS, Crypto intends to enter into agreements with introducing brokers and clie

April 8, 2021 EX-10.16

Client Agreement, dated as of March 14, 2013, by and between Instinet, LLC and Apex Clearing Corporation

Exhibit 10.16 CLIENT AGREEMENT 1. This Client Agreement (?Agreement?) is between Instinet LLC and its affiliates (Collectively ?Instinet? or ?we?), a Delaware limited liability company, located at 1095 Avenue of the Americas. New York. New York 10036 and Instinet Client (hereinafter, ?Client? or ?You?). Subject to credit approval, and in accordance with this Agreement, Instinet agrees to provide y

April 8, 2021 EX-99.1

Consent of Jennifer Just to be named as a director.

Exhibit 99.1 CONSENT TO REFERENCE IN REGISTRATION STATEMENT April 7, 2021 Northern Star Investment Corp. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 Northern Star Investment Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securi

April 8, 2021 EX-10.23

Services and Expense Sharing Agreement, dated as of April 1, 2020, by and between PEAK6 Investments LLC, each of its affiliates or subsidiaries listed on Exhibit A thereto and PEAK6 NI Limited

Exhibit 10.23 SERVICES AND EXPENSE SHARING AGREEMENT This Services and Expense Sharing Agreement is entered into as of April 1, 2020 by and between PEAK6 Investments LLC, a Delaware limited partnership (?PEAK6?) and each of its affiliates or subsidiaries listed in Exhibit A hereto (each a ?Service Recipient?) and PEAK6 NI LIMITED a private limited company incorporated under the laws of Northern Ir

April 8, 2021 EX-99.3

Consent of William Capuzzi to be named as a director.

Exhibit 99.3 CONSENT TO REFERENCE IN REGISTRATION STATEMENT April 7, 2021 Northern Star Investment Corp. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 Northern Star Investment Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securi

April 8, 2021 EX-10.30

Fifth Addendum and Amendment to Support Services Agreement, dated as of January 1, 2017, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.30 Fifth Addendum and Amendment to Support Services Agreement This FIFTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P. (?Providing Party?), Apex Clearing Holdings LLC (?ACH?) and Apex Clearing Corporation (?Apex?) is made and entered into as of January 1, 2017 (this ?Addendum?). WHEREAS, on June 5, 2012, Providing Party and ACH entered into th

April 8, 2021 EX-10.17

Credit Agreement, dated as of September 13, 2018, by and among Apex Clearing Corporation, the other loan parties thereto, the lenders from time to time party thereto, and BMO Harris Bank N.A.

Exhibit 10.17 CREDIT AGREEMENT DATED AS OF SEPTEMBER 13, 2018 AMONG APEX CLEARING CORPORATION, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO HARRIS BANK N.A., AS ADMINISTRATIVE AGENT BMO CAPITAL MARKETS, AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. DEFINITIONS; INTERPRETATION 1 Section 1.1. Definitions 1 Se

April 8, 2021 EX-10.15

Clearing Agreement, dated as of December 31, 2015, by and between Charles Schwab & Co., Inc. and Apex Clearing Corporation

Exhibit 10.15 APEX Clearing Corporation. Full Service-Omnibus Execution Copy *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. CLEARING AGREEMENT (OMNIBUS?FULL SERVICE) THIS CLEARING AGREEMENT (the ?Agreement?) is made as of this 31st day of December, 2015 (?Effective Date?), by and between Charles Schwab

April 8, 2021 EX-99.2

Consent of Matthew Hulsizer to be named as a director.

Exhibit 99.2 CONSENT TO REFERENCE IN REGISTRATION STATEMENT April 7, 2021 Northern Star Investment Corp. II c/o Graubard Miller The Chrysler Building 405 Lexington Avenue, 11th Floor New York, NY 10174 Northern Star Investment Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securi

April 8, 2021 EX-2.1

Amendment to Merger Agreement.

Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This Amendment to Agreement and Plan of Reorganization (this ?Amendment?) is made and entered into as of April 7, 2021 (the ?Effective Date?) by and among Northern Star Investment Corp. II, a Delaware corporation (?Parent?), NSIC II-A Merger LLC, a limited liability company and wholly owned subsidiary of Parent (?Merger Sub I?), NSIC II

April 8, 2021 EX-10.31

Sixth Addendum and Amendment to Support Services Agreement, dated as of January 1, 2018, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.31 *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. Sixth Addendum and Amendment to Support Services Agreement This SIXTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P. (?Providing Party?), Apex Clearing Holdings LLC (?ACH?) and Apex Clearing Corporat

April 8, 2021 EX-10.27

Second Addendum and Amendment to Support Services Agreement, dated as of September 26, 2013, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.27 *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. Second Addendum and Amendment to Support Services Agreement This SECOND ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, LP, (?Providing Party?), Apex Clearing Holdings LLC (?ACH?) and Apex Clearing Corpora

April 8, 2021 EX-10.26

Addendum and Amendment to Support Services Agreement, dated as of December 1, 2012, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.26 Addendum and Amendment to Support Services Agreement This ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P, (?Providing Party?), Apex Clearing Holdings LLC (?ACH?) and Apex Clearing Corporation (?Apex?) is made and entered into as of December 1, 2012 with effect as of June 5, 2012 (this ?Addendum?). WHEREAS, on June 5, 2012, Providing Party and

April 8, 2021 425

Merger Prospectus - 8-K

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): April 7, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

April 8, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 7, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

April 8, 2021 S-4

2021 Equity Incentive Plan.

Table of Contents As filed with the Securities and Exchange Commission on April 8, 2021 Registration No.

April 8, 2021 EX-10.33

Eighth Addendum and Amendment to Support Services Agreement, dated as of November 24, 2020, by and among PEAK6 Group LLC, Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.33 * Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. EIGHTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT This EIGHTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENTS, by and among PEAK6 Group LLC (formerly known as PEAK6 Investments, L.P.) (?Providing Party?), Apex Clearing Holdin

April 8, 2021 EX-10.25

Support Services Agreement, dated as of June 5, 2012, by and between PEAK6 Investments, L.P. and Apex Clearing Holdings LLC

Exhibit 10.25 *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. EXECUTION SUPPORT SERVICES AGREEMENT by and between PEAK6 INVESTMENTS, L.P. and APEX CLEARING HOLDINGS LLC Dated as of June 5, 2012 SUPPORT SERVICES AGREEMENT This SUPPORT SERVICES AGREEMENT (this ?Agreement?) is made and entered into as of J

April 8, 2021 EX-10.24

Support Services Agreement, effective as of October 1, 2020, by and between Apex Clearing Corporation and Apex Crypto LLC

Exhibit 10.24 * Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. SUPPORT SERVICES AGREEMENT by and between APEX CLEARING CORPORATION and APEX CRYPTO LLC Effective as of October 1, 2020 SUPPORT SERVICES AGREEMENT This SUPPORT SERVICES AGREEMENT (this ?Agreement?) is executed March 22, 2021, and shall be ef

April 8, 2021 EX-10.28

Third Addendum and Amendment to Support Services Agreement, dated as of May 12, 2014, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.28 Third Addendum and Amendment to Support Services Agreement This THIRD ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P., (?Providing Party?), Apex Clearing Corporation Holdings LLC (?ACH?) and Apex Clearing Corporation (?Apex?) is made and entered into as of May 12,2014 (the ?Addendum?). WHEREAS, on June 5, 2012, Providing Party and ACH entered

April 8, 2021 EX-10.18

First Amendment to Credit Agreement, dated as of September 12, 2019, by and among Apex Clearing Corporation, the lenders party thereto and BMO Harris Bank N.A.

Exhibit 10.18 FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (herein, the ?Amendment?) is entered into as of September 12, 2019, by and among APEX CLEARING CORPORATION, a New York corporation (the ?Borrower?), the Lenders party hereto, and BMO HARRIS BANK N.A, as Administrative Agent (the ?Agent?). PRELIMINARY STATEMENTS A. The Borrower, the Lenders and the Agent ente

April 8, 2021 EX-10.29

Third Addendum and Amendment to Support Services Agreement, dated as of June 27, 2014, by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation (Although named the “Third Addendum” this is intended to be the “Fourth Addendum”)

Exhibit 10.29 *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. Third Addendum and Amendment to Support Services Agreement This THIRD ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P. (?Providing Party?), Apex Clearing Holdings LLC (?ACH?) and Apex Clearing Corporat

April 8, 2021 EX-10.20

Cooperation Agreement, dated as of April 18, 2020, by and between Orbis Systems, Inc. and Apex Clearing Corporation

* Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

April 8, 2021 EX-10.14

Amendment and Modification to Revolving Credit Agreement, effective as of September 22, 2020, by and between Apex Clearing Corporation and TriState Capital Bank

Exhibit 10.14 EXECUTION COPY AMENDMENT AND MODIFICATION TO REVOLVING CREDIT AGREEMENT THIS AMENDMENT AND MODIFICATION TO REVOLVING CREDIT AGREEMENT (this ?Amendment?) is made effective as of the 22nd day of September 2020, by and between Apex Clearing Corporation, a New York corporation (?Borrower?) and TriState Capital Bank, a Pennsylvania state chartered bank (the ?Bank?). BACKGROUND A. Pursuant

April 8, 2021 EX-10.34

Ninth Addendum and Amendment to Support Services Agreement, dated as of February 19, 2021, by and among PEAK6 Group LLC, Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.34 NINTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT This NINTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT, by and among PEAK6 Group LLC (formerly known as PEAK6 Investments, L.P.) (?Providing Party?), Apex Clearing Holdings LLC (?ACH?) and Apex Clearing Corporation (?Apex?) is made and entered into as of February 19, 2021 (this ?Addendum?). WHEREAS, on June 5, 2012,

April 8, 2021 EX-10.32

Seventh Addendum and Amendment to Support Services Agreement, dated as of January 1, 2019 by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation

Exhibit 10.32 Seventh Addendum and Amendment to Support Services Agreement This SEVENTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P (?Providing Party?), Apex Clearing Holdings LLC (?ACH?) and Apex Clearing Corporation (?Apex?) is made and entered into as of January 1, 2019 (this ?Addendum?). WHEREAS, on June 5, 2012, Providing Party and ACH entered into

April 8, 2021 EX-10.19

Second Amendment to Credit Agreement, dated as of September 10, 2020, by and among Apex Clearing Corporation, the lenders party thereto and BMO Harris Bank N.A.

Exhibit 10.19 * Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment to Credit Agreement (herein, the ?Amendment?) is entered into as of September 10, 2020, by and among APEX CLEARING CORPORATION, a New York corporation (the ?Borrower?), the Lenders p

April 6, 2021 EX-99.1

* * * * * * *

EX-99.1 Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is a transcript of a voiceover advertisement for Apex’s products and services which will be includ

April 6, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 6, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

April 6, 2021 425

Merger Prospectus - 425

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): April 6, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

April 5, 2021 EX-99.1

*******

EX-99.1 Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 A hyperlink to the following article from wealthmanagement.com was posted on Apex’s website, apexclearing.com: R

April 5, 2021 425

Merger Prospectus - 425

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): April 5, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

April 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 5, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

March 31, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 Commission File Number 001-39929 NORTHERN STAR INVESTMENT CORP. II (Exact name of registrant as specified in its charter) Delaware 85-3909728 (State or Other Jurisdictio

March 31, 2021 EX-4.5

Description of the Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of Northern Star Investment Corp. II?s securities is based on and qualified by the Company?s Amended and Restated Articles of Incorporation (the ?Amended and Restated Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to Pivotal Investment Corporation III.? General As of the date of its Initial Public O

March 30, 2021 EX-99.2

* * * * * * *

EX-99.2 3 d329963dex992.htm EX-99.2 Exhibit 99.2 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is a transcript of a television advertisement for Apex’s products and

March 30, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 25, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 30, 2021 EX-99.1

* * * * * * *

Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is an interview with Matthew Hulsizer, a founder of PEAK6 Investments LLC, which appeared on the tastytrad

March 30, 2021 425

Merger Prospectus - 425

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): March 25, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 22, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

March 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 19, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 22, 2021 EX-99.1

*******

EX-99.1 Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is an interview with William Capuzzi, the Chief Executive Officer of Apex, which appeared on the f

March 22, 2021 425

Merger Prospectus - 425

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): March 19, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 16, 2021 EX-99.1

APEX CLEARING NAMED “BEST WEALTH MANAGEMENT COMPANY” FOR FOURTH CONSECUTIVE YEAR IN ANNUAL FINTECH BREAKTHROUGH AWARDS

EX-99.1 2 d150020dex991.htm EX-99.1 Exhibit 99.1 APEX CLEARING NAMED “BEST WEALTH MANAGEMENT COMPANY” FOR FOURTH CONSECUTIVE YEAR IN ANNUAL FINTECH BREAKTHROUGH AWARDS DALLAS, TX (March 16, 2021) – Apex Clearing Corporation (“Apex” or the “Company”), the fintech for fintechs powering innovation and the future of digital wealth management, today announced that it has received the “Best Wealth Manag

March 16, 2021 EX-99.2

*******

EX-99.2 3 d150020dex992.htm EX-99.2 Exhibit 99.2 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is FT Partners’ interview of William Capuzzi, the Chief Executive Offi

March 16, 2021 425

Merger Prospectus - 425

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): March 16, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 16, 2021 EX-99.3

*******

Exhibit 99.3 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following article was published on dallasinnovates.com and will be posted on apexclearing.com: Dallas? Apex Clearing

March 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 16, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 15, 2021 425

Merger Prospectus - 425

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): March 11, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 15, 2021 EX-99.1

*******

EX-99.1 Exhibit 99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is a transcript of Bloomberg TV’s interview of William Capuzzi, the Chief Executive Officer of Ape

March 15, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 11, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 11, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 10, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 11, 2021 EX-99.1

Apex Clearing Recognized by Fast Company as One of the World’s Most Innovative Companies

EX-99.1 Exhibit 99.1 Apex Clearing Recognized by Fast Company as One of the World’s Most Innovative Companies DALLAS, TX (March 10, 2021) – Apex Clearing Corporation (“Apex” or the “Company”), the fintech for fintechs powering innovation and the future of digital wealth management, today announced that it has been named to Fast Company’s esteemed annual list of the ‘World’s Most Innovative Compani

March 11, 2021 EX-99.2

*******

Exhibit 99.2 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following article was published on investentnews.com and will be posted on apexclearing.com: SPAC frenzy takes on we

March 11, 2021 425

Merger Prospectus - 425

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): March 10, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commi

March 5, 2021 425

Merger Prospectus - 425

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): March 4, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

March 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 4, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Commis

March 5, 2021 EX-99.1

*******

EX-99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following article was published on financial-planning.com: On SPACs, GameStop and crypto: Q&A with Apex Clearing’s Tricia

March 4, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NORTHERN STAR INVESTMENT CORP. II (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Ti

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NORTHERN STAR INVESTMENT CORP. II (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 66573W206** (CUSIP Number) January 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the app

March 2, 2021 EX-99.1

*******

EX-99.1 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following are excerpts from a transcript of a recorded webinar made available by Broadridge. Broadridge Webinar Leadershi

March 2, 2021 425

Merger Prospectus - 425

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 25, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

March 2, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 25, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

February 22, 2021 EX-99.4

Filed under Rule 425

EX-99.4 Exhibit 99.4 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is the form of email correspondence sent by Apex Clearing Corp. commencing on February 22, 2021 to

February 22, 2021 EX-2.1

Agreement and Plan of Reorganization, dated as of February 21, 2021, by and among Northern Star Investment Corp. II, NSIC II-A Merger LLC, NSIC II-B Merger LLC, Apex Clearing Holdings LLC and, solely for purposes of Section 5.21 therein, PEAK6 Investments LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHERN STAR INVESTMENT CORP. II, NSIC II-A MERGER LLC, NSIC II-B MERGER LLC, APEX CLEARING HOLDINGS LLC and, solely for the purposes of Section 5.21 herein, PEAK6 INVESTMENTS LLC DATED AS OF FEBRUARY 21, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Effective Time; Closing 2 1.3 Effect of the Merger 2 1.4 Gov

February 22, 2021 EX-99.1

LEADING FINTECH APEX CLEARING HOLDINGS TO LIST ON NYSE THROUGH MERGER WITH NORTHERN STAR INVESTMENT CORP. II

EX-99.1 Exhibit 99.1 LEADING FINTECH APEX CLEARING HOLDINGS TO LIST ON NYSE THROUGH MERGER WITH NORTHERN STAR INVESTMENT CORP. II • Apex, the fintech for fintechs, is the technology powering innovation for over 200 clients representing more than 13 million customer accounts, including more than 1 million crypto accounts opened in 2021, driving digital transformation of the financial services indus

February 22, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 21, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

February 22, 2021 EX-10.1

Form of Subscription Agreement.

Exhibit 10.1 CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?), dated February 21, 2021, is entered into by and between Northern Star Investment Corp. II, a Delaware corporation (the ?Company?), and the undersigned subscriber (the ?Subscriber?). WHEREAS, in connection with the proposed business combination (the ?Transaction?) between the Company and Ap

February 22, 2021 EX-99.3

1

EX-99.3 Exhibit 99.3 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is a transcript of a recorded audio investor presentation made available by Northern Star Investme

February 22, 2021 425

Merger Prospectus - 8-K

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 21, 2021 NORTHERN STAR INVESTMENT CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39929 85-3909728 (State or Other Jurisdiction of Incorporation) (Co

February 22, 2021 EX-99.4

Filed under Rule 425

EX-99.4 Exhibit 99.4 Filed under Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Filing by: Northern Star Investment Corp. II Subject Company: Northern Star Investment Corp. II File No. 001-39929 The following is the form of email correspondence sent by Apex Clearing Corp. commencing on February 22, 2021 to

February 22, 2021 EX-99.2

Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Apex

EX-99.2 February 2021 Northern Star Investment Corp. II Powering the Digital Finance Transformation Exhibit 99.2 Basis of Presentation This Presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Apex Clearing Holdings LLC (“Apex”) and No

February 22, 2021 EX-99.1

LEADING FINTECH APEX CLEARING HOLDINGS TO LIST ON NYSE THROUGH MERGER WITH NORTHERN STAR INVESTMENT CORP. II

EX-99.1 Exhibit 99.1 LEADING FINTECH APEX CLEARING HOLDINGS TO LIST ON NYSE THROUGH MERGER WITH NORTHERN STAR INVESTMENT CORP. II • Apex, the fintech for fintechs, is the technology powering innovation for over 200 clients representing more than 13 million customer accounts, including more than 1 million crypto accounts opened in 2021, driving digital transformation of the financial services indus

February 22, 2021 EX-2.1

Agreement and Plan of Reorganization, dated as of February 21, 2021, by and among Northern Star Investment Corp. II, NSIC II-A Merger LLC, NSIC II-B Merger LLC, Apex Clearing Holdings LLC and, solely for purposes of Section 5.21 therein, PEAK6 Investments LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NORTHERN STAR INVESTMENT CORP. II, NSIC II-A MERGER LLC, NSIC II-B MERGER LLC, APEX CLEARING HOLDINGS LLC and, solely for the purposes of Section 5.21 herein, PEAK6 INVESTMENTS LLC DATED AS OF FEBRUARY 21, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Effective Time; Closing 2 1.3 Effect of the Merger 2 1.4 Gov

February 22, 2021 EX-10.2

Form of Member Support Agreement.

Exhibit 10.2 FORM OF SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of February 21, 2021, is entered into by and among Northern Star Investment Corp. II, a Delaware corporation (?Parent?), Apex Clearing Holdings LLC, a Delaware limited liability company (the ?Company?), and each undersigned member (any such member, the ?Member? and, together with Parent, each a ?Party? and c

February 22, 2021 EX-10.3

Form of Sponsor Support Agreement.*

Exhibit 10.3 FORM OF SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of February 21, 2021, is entered into by and among Northern Star II Sponsor LLC, a Delaware limited liability company (?Sponsor Holdco?), the Persons set forth on Annex A hereto (together with the Sponsor Holdco, each a ?Sponsor? and together, the ?Sponsors?), Northern Star Investment Corp. I

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