| 2021-05-12 |
股东大会：
将于2021-05-28召开股东大会
会议内容 ▼▲
- 1.The Business Combination Proposal-to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Reorganization, dated as of December 16, 2020 (the “Merger Agreement”), by and among Northern Star, NSAC Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Northern Star (“Merger Sub”), and Barkbox, Inc., a Delaware corporation (“BARK”), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby (the “Business Combination”), including the merger of Merger Sub with and into BARK, with BARK surviving as a wholly owned subsidiary of Northern Star (the “Merger”), and the issuance of shares of Northern Star common stock to BARK’s stockholders in the Merger-we refer to this proposal as the “business combination proposal”;
2.The PIPE Proposal-to consider and vote upon a proposal to approve the issuance of an aggregate of 20,000,000 shares of Northern Star common stock in a private placement at a price of $10.00 per share, for an aggregate purchase price of $200,000,000 (the “PIPE Transaction”), the closing of which is subject to certain conditions, including, among other things, the closing of the Business Combination-we refer to this proposal as the “PIPE proposal”;
3.The Charter Proposals-to consider and vote upon separate proposals to approve amendments to Northern Star’s current amended and restated certificate of incorporation to:
3.1.change the name of Northern Star to “The Original BARK Company”, as opposed to the current name of “Northern Star Acquisition Corp.” ;
3.2.increase the number of shares of common stock Northern Star is authorized to issue to 500,000,000 shares, as opposed to the current number of 150,000,000 shares, and to remove the provisions for Northern Star’s current Class B common stock (the shares of which will all convert into shares of Class A common stock in connection with the Business Combination) so that the Class B common stock will cease to exist and Northern Star will have a single class of common stock;
3.3.remove the various provisions applicable only to special purpose acquisition companies (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time) and make certain other immaterial changes that the Northern Star board deems appropriate;
4.The Director Election Proposal-to elect seven directors who, upon the closing of the Business Combination, will be the directors of New BARK-we refer to this proposal as the “director election proposal”;
5.The Incentive Plan Proposal-to consider and vote upon a proposal to approve the 2021 Equity Incentive Plan (the “2021 Plan”), which is an incentive compensation plan for employees and other service providers of Northern Star and its subsidiaries, including, after the Merger, BARK and its subsidiaries-we refer to this proposal as the “incentive plan proposal”;
6.The ESPP Proposal-to consider and vote upon a proposal to approve the 2021 Employee Stock Purchase Plan (the “ESPP”), which provides for employees and other service providers of Northern Star and its subsidiaries, including, after the Merger, BARK and its subsidiaries, to purchase shares of Northern Star common stock-we refer to this proposal as the “ESPP proposal”;
7.The Adjournment Proposal-to consider and vote upon a proposal to adjourn the annual meeting to a later date or dates if it is determined by the officer presiding over the annual meeting that more time is necessary for Northern Star to consummate the Merger and the other transactions contemplated by the Merger Agreement-we refer to this proposal as the “adjournment proposal.”
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