8-K Summary: Northern Star Acquisition Corp. / Bark, Inc.
Business context and reporting period
Filed May 28, 2021, by Northern Star Acquisition Corp. in connection with its proposed business combination with Barkbox, Inc. (Bark). The filing reports the results of Northern Star’s annual meeting of stockholders and related Regulation FD disclosure.
Key financial and transaction metrics
- Stockholders approved the issuance of 20,000,000 Northern Star shares in a private investment in public equity transaction at $10.00 per share, representing aggregate gross proceeds of $200 million, subject to closing conditions including completion of the merger.
- The filing does not provide operating revenue, profit, cash flow, margin, debt, liquidity, or other historical financial metrics for Bark or Northern Star.
- A total of 18,959,543 shares were represented at the meeting, constituting a quorum.
Material changes and approvals
- The business combination proposal was approved by 18,812,152 votes for, 145,246 against, and 2,145 abstentions.
- The PIPE proposal was approved by 18,681,460 votes for, 250,018 against, and 28,065 abstentions.
- Stockholders approved changing Northern Star’s name to The Original BARK Company.
- Stockholders approved increasing authorized common shares from 150,000,000 to 500,000,000 and eliminating the separate Class B common stock, which was expected to convert into Class A common stock in connection with the merger.
- Stockholders approved supermajority voting provisions requiring 66 2/3% approval for specified amendments, bylaw changes, and director removals.
- Stockholders approved removal of provisions applicable only to a special purpose acquisition company and other related charter amendments.
- Seven directors were elected to serve following consummation of the business combination: Jonathan J. Ledecky, Henrik Werdelin, Elizabeth McLaughlin, Joanna Coles, Matt Meeker, Manish Joneja, and Jim McGinty.
- The 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan were approved.
Outlook, contingencies, and unusual items
The merger and PIPE transaction remained subject to applicable closing conditions. Because all proposals were approved and the parties did not anticipate needing additional time, no meeting-adjournment proposal was presented. The filing does not provide financial guidance or operational outlook.
The press release furnished as Exhibit 99.1 is provided under Regulation FD and is not deemed filed under Section 18 of the Exchange Act or incorporated by reference, except where expressly stated.
Investor verification items
- Verify completion of the merger and the final post-closing corporate name and capital structure.
- Confirm whether the $200 million PIPE transaction closed and the number of shares ultimately issued.
- Review the definitive merger agreement and proxy statement for redemption rights, transaction conditions, dilution, and ownership allocations.
- Assess the effects of increasing authorized shares and adopting supermajority voting provisions.
- Review subsequent filings for Bark’s historical financial results, liquidity, debt, operating risks, and management guidance.