Northern Star Investment II in an 8-K filing today said its subscription agreements for a $410 million PIPE expired Monday when the SPAC had not completed its pending merger with Apex Clearing Holdings.
The SPAC said the SEC has not yet declared effective the Form S-4 outlining terms of the Apex deal, which caused the shareholder vote to be delayed and triggered the expiration of the PIPE agreements.
As of today, Northern Star said it has received new binding commitments from investors of $175 million to extend the termination date to Nov. 30 and has received indications of interest for up to an additional $235 million in funding, representing the full $410 million previously obtained.
A shareholder vote on the merger was originally scheduled in June.
Northern Star II filed an S-4 in April on the deal.
Announced in February, the combined enterprise is valued at $4.7 billion post-money. If approved, Apex would list on the NYSE under new symbol APX.
The deal is expected to provide up to $850 million of gross cash proceeds at closing, assuming no redemptions of Northern Star’s existing public stockholders and excluding debt repayment and transaction expenses. The transaction includes an upsized, fully-committed $450 million PIPE at $10 per share led by Fidelity Management & Research Company, Baron Capital Group, Coatue, and Winslow Capital Management.
Apex Clearing Holdings is the parent company of Apex Clearing, a custody and clearing engine that’ partners with broker-dealers, ATS’s, routing firms, professional trading firms, hedge funds, institutions and emerging managers. Read more.
