---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-019584"
form_type: "8-K"
ticker: null
cik: "0001834518"
company_name: "Northern Star Investment Corp. II"
filed_at: "2024-03-04T23:59:59+00:00"
generated_at: "2026-06-05T04:56:42.521188+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Northern Star Investment Corp. II stockholders approve charter amendment; all Class B shares converted to Class A

## Summary
- Stockholders voted 10,453,335 for, 38,929 against to amend charter removing SPAC provisions.
- Charter amendment filed with Delaware on February 27, 2024.
- All 291,666 outstanding Class B shares (including CFO's) voluntarily converted to Class A shares.
- Company now has 11,620,989 Class A shares outstanding and zero Class B shares.
- Trust account distribution to public stockholders to be made as soon as practicable.

## SEC filing metadata
- accession: 0001213900-24-019584
- form_type: 8-K
- cik: 0001834518
- company_name: Northern Star Investment Corp. II
- filed_at: 2024-03-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 5.03, 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1834518/000121390024019584/0001213900-24-019584-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1834518/000121390024019584/ea0200868-8k_northern2.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-019584
- JSON: https://secwatch.observer/filing/0001213900-24-019584.json
- Plain text: https://secwatch.observer/filing/0001213900-24-019584.txt

## Key facts
- Governance Changes
  Northern Star Investment Corp. II: Removed SPAC-related provisions from the amended and restated certificate of incorporation, including the requirement to cancel Class A common stock sold in the IPO after trust account distribution (effective 2024-02-27).
  - Change: charter amendment
  - Effective: 2024-02-27
  source text: On February 27, 2024, the Company filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1834518/000121390024019584/0001213900-24-019584-index.htm
- Shareholder Votes
  Northern Star Investment Corp. II shareholders approved Proposal No. 1 — The Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to remove the provisions applicable to special purpose acquisition companies, including the requirement to cancel the Company’s shares of Class A common stock at the 2024-02-27 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2024-02-27
  source text: Proposal No. 1 — The Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to remove the provisions applicable to special purpose acquisition companies, including the requirement to cancel the Company’s shares of Class A common stock sold in the Company’s initial public offering following distribution of the funds held in the Company’s trust account. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: For Against Abstain Broker Non-Votes 10,453,335 38,929 101 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1834518/000121390024019584/0001213900-24-019584-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.