Business context and reporting period
Entity and period mismatch: The supplied filing is Northern Star Acquisition Corp.’s unaudited Form 10-Q for the quarter ended September 30, 2020. Its financial statements cover July 8, 2020 (inception) through September 30, 2020—not Bark, Inc.’s operating results or a standalone 2020 second quarter. Northern Star was a blank-check company seeking a business combination and had not begun operations by period-end.
Key financial metrics
| Metric | Value |
|---|---|
| Revenue | None; the company had not commenced operations. |
| Formation and operating costs / net loss | $446 / $(446) from inception through September 30, 2020. |
| Cash at September 30, 2020 | $80,148. |
| Total assets | $239,679, including $159,531 of deferred offering costs. |
| Total liabilities | $215,125, including a $150,000 related-party promissory note and $64,750 accrued offering costs. |
| Stockholders’ equity | $24,554. |
| Operating cash flow | $(71); financing cash flow was $80,219. |
Margins are not meaningful because there was no revenue. The filing reports no long-term debt or off-balance-sheet arrangements. It provides no comparable prior-period results because this was the company’s first reporting period.
Material developments and outlook
- After quarter-end, Northern Star completed its IPO and related private placement, placing $254.35 million in trust. It reported $1.31 million of cash outside the trust as of November 13, 2020 and $14.44 million in transaction costs.
- On December 16, 2020, Northern Star agreed to combine with BarkBox, Inc. BarkBox securityholders were to receive an aggregate 150 million shares, subject to adjustment; closing was expected early in the second quarter of 2021, subject to approvals and other conditions.
- The filing states Northern Star had until November 13, 2022 to complete a business combination, or it would generally redeem public shares and liquidate. No BarkBox operating guidance or financial results are provided.
Risks, contingencies, and unusual items
- Management said COVID-19 could adversely affect the company’s financial position, operations, or target search, but the specific impact could not be determined; no related adjustments were recorded.
- The $150,000 non-interest-bearing related-party note outstanding at September 30 was repaid at the IPO closing.
- The underwriters were entitled to an $8.90 million deferred fee, forfeitable if no business combination is completed. Sponsor indemnification of certain trust-account claims is subject to exceptions and limitations.
- Management concluded disclosure controls were effective at a reasonable-assurance level. The company reported no legal proceedings and no material changes to previously disclosed risk factors.
Important facts for investors to verify
- Confirm the intended filing: this is Northern Star’s 2020 third-quarter SPAC filing, not a Bark, Inc. operating-company 10-Q.
- Verify post-quarter IPO and trust-account amounts against the subsequent 8-Ks and final prospectus. One passage in the filing states “$254,350,000,000” placed in trust, which conflicts with the repeatedly reported $254.35 million.
- Review the merger agreement for the 150 million-share consideration, adjustment terms, closing conditions, dilution, and final transaction outcome.
- Distinguish September 30 balances from subsequent IPO funding and later founder-share changes; the filing reports different founder-share counts at different dates.