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

SEC building

A special purpose acquisition company (SPAC) faced a penalty of $1.5 million to settle charges laid by the Securities and Exchange Commission (SEC) that it made misleading statements in its January 2021 initial public offering (IPO).

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.

lock iconTHIS IS MEMBERS-ONLY CONTENT. To continue reading, choose one of the options below.