SPAC to avoid $1.5M SEC fine for failing to disclose pre-IPO merger talks

Northern Star Investment Corp. II said it had not engaged in any discussions with any potential target companies in its IPO, but the SEC said the SPAC had substantial discussions with a target company in the weeks leading up to the offering. After announcing the potential merger, Northern Star did not adequately disclose its interactions with the target company, the SEC alleged.

Northern Star would have paid the fine if it successfully completed a merger, according to an agency press release Thursday, but the company announced it would not meet a Jan. 28 deadline to consummate an initial business combination. It said it would liquidate its trust and return the money to shareholders, thus avoiding the SEC’s penalty.

The details: Northern Star, Apex Clearing Holdings, and a private equity firm entered into discussions in December 2020 that included confidential financial information about Apex’s actual and forecasted revenue, according to the SEC’s order. They also discussed a potential private investment in public equity transaction, as well as the SPAC transaction, the SEC said.

The alleged conversations between Northern Star, Apex, and the private equity firm continued after Northern Star’s IPO on Jan. 6. Even still, Northern Star claimed in its IPO and in subsequent disclosures that it “has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target,” per the order.

Northern Star entered into a merger agreement with Apex Clearing Holdings in February 2021 but terminated the agreement in November 2021.

Northern Star did not respond to a request for comment. In its announcement, the company said it would continue its corporate existence.