Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39929

NORTHERN STAR INVESTMENT CORP. II

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-3909728
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

(Address of principal executive offices)

(212) 818-8800

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant	NSTB.U	NYSE American LLC
Class A Common Stock, par value $0.0001 per share	NSTB	NYSE American LLC
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share	NSTB WS	NYSE American LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 14, 2023, there were 11,782,051 shares of Class A common stock, $0.0001 par value, and 291,666 shares of Class B common stock, $0.0001 par value, issued and outstanding.

NORTHERN STAR INVESTMENT CORP. II

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	21
Item 4.	Controls and Procedures	21
Part II. Other Information		22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 6.	Exhibits	23
Signatures		24

PART I—FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

NORTHERN STAR INVESTMENT CORP. II

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current assets
Cash	$	186,279		$	85,894
Prepaid expenses		42,500			11,667
Total current assets		228,779			97,561
Marketable investments held in Trust Account		21,288,825			404,205,637
TOTAL ASSETS	$	21,517,604		$	404,303,198

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2,165,907		$	2,296,647
Income taxes payable		161,670			77,413
Promissory notes - related party		421,000			—
Redemption payable		—			383,250,434
Total current liabilities		2,748,577			385,624,494

Warrant liabilities		355,000			1,065,000
Deferred underwriting fee payable		14,000,000			14,000,000
TOTAL LIABILITIES		17,103,577			400,689,494
Commitments
Class A common stock subject to possible redemption 2,073,717 shares, at $10.22 and $10.10 per share, as of June 30, 2023 and December 31, 2022, respectively		21,194,641			20,877,731
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 9,708,334 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		971			971
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 291,666 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		29			29
Additional paid-in capital		—			—
Accumulated deficit		(16,781,614	)		(17,265,027	)
TOTAL STOCKHOLDERS’ DEFICIT		(16,780,614	)		(17,264,027	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	21,517,604		$	404,303,198

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NORTHERN STAR INVESTMENT CORP. II

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Formation and operating costs	$	126,278		$	206,311		$	280,644		$	400,295
Loss from operations		(126,278	)		(206,311	)		(280,644	)		(400,295	)

Other income:
Interest earned on marketable investments held in Trust Account		251,179			545,963			455,224			551,873
Change in fair value of warrant liabilities		177,500			5,680,000			710,000			9,407,500
Total other income, net		428,679			6,225,963			1,165,224			9,959,373

Income before provision for income taxes		302,401			6,019,652			884,580			9,559,078
Provision for income taxes		(46,994	)		(59,596	)		(84,257	)		(59,596	)
Net income	$	255,407		$	5,960,056		$	800,323		$	9,499,482

Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption		2,073,717			40,000,000			2,073,717			40,000,000
Basic and diluted net income per share, Class A common stock subject to redemption	$	0.02		$	0.12		$	0.07		$	0.19
Basic and diluted weighted average shares outstanding, Class A common stock non-redeemable		9,708,334			—			9,708,334			—
Basic and diluted net income per share, Class A common stock non-redeemable	$	0.02		$	—		$	0.07		$	—
Basic and diluted weighted average shares outstanding of Class B common stock		291,666			10,000,000			291,666			10,000,000
Basic and diluted net income per share, Class B common stock	$	0.02		$	0.12		$	0.07		$	0.19

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NORTHERN STAR INVESTMENT CORP. II

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2023		9,708,334	$	971		291,666	$	29	$	—	$	(17,265,027	)	$	(17,264,027	)
Remeasurement adjustment on redeemable common stock		—		—		—		—		—		(140,183	)		(140,183	)
Net income		—		—		—		—		—		544,916			544,916
Balance – March 31, 2023		9,708,334		971		291,666		29		—		(16,860,294	)		(16,859,294	)
Remeasurement adjustment on redeemable common stock		—		—		—		—		—		(176,727	)		(176,727	)
Net income		—		—		—		—		—		255,407			255,407
Balance – June 30, 2023		9,708,334	$	971		291,666	$	29	$	—	$	(16,781,614	)	$	(16,780,614	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

	Class A Common Stock				Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2022		—	$	—		10,000,000	$	1,000	$	—	$	(26,885,572	)	$	(26,884,572	)
Net income		—		—		—		—		—		3,539,426			3,539,426
Balance – March 31, 2022		—		—		10,000,000		1,000		—		(23,346,146	)		(23,345,146	)
Remeasurement adjustment on redeemable common stock		—		—		—		—		—		(224,626	)		(224,626	)
Net income		—		—		—		—		—		5,960,056			5,960,056
Balance – June 30, 2022		—	$	—		10,000,000	$	1,000	$	—	$	(17,610,716	)	$	(17,609,716	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NORTHERN STAR INVESTMENT CORP. II

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	800,323		$	9,499,482
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable investments held in Trust Account		(455,224	)		(551,873	)
Changes in fair value of warrant liabilities		(710,000	)		(9,407,500	)
Changes in operating assets and liabilities:
Prepaid expenses		(30,833	)		—
Income taxes payable		84,257			59,596
Accounts payable and accrued expenses		(130,740	)		(20,640	)
Net cash used in operating activities		(442,217	)		(420,935	)

Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		121,602			—
Cash withdrawn from Trust Account in connection with redemption		383,250,434			—
Net cash provided by investing activities		383,372,036			—

Cash Flows from Financing Activities:
Proceeds from promissory notes - related party		421,000			—
Redemption of common stock		(383,250,434	)		—
Net cash used in financing activities		(382,829,434	)		—

Net Change in Cash		100,385			(420,935	)
Cash – Beginning of period		85,894			440,291
Cash – End of period	$	186,279		$	19,356

Supplementary cash flow information:
Cash paid for income taxes	$	—		$	904,000

Non-Cash investing and financing activities:
Remeasurement adjustment on redeemable stock	$	316,910		$	224,626

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Northern Star Investment Corp. II (the “Company”) is a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company has two wholly-owned subsidiaries, NSICII-A Merger LLC and NSICII-B LLC, both of which were incorporated in the state of Delaware on February 15, 2021.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, seeking to identify a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable investments held in the Trust Account (as defined below).

The registration statements for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriters of the over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware limited liability company and entity affiliated with the Company’s Chief Operating Officer (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4. Upon issuance, the Company recorded $195,000 representing the amount by which the aggregate fair value of the Private Warrants exceeded the purchase price.

Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs.

Following the closing of the Initial Public Offering on January 28, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE American or another national securities exchange for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The holders of Founder Shares have agreed (a) to waive their redemption rights with respect to its Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

In the event that the Company does not consummate a Business Combination by January 28, 2024 and stockholders do not otherwise extend such date by an amendment to the Amended and Restated Certificate of Incorporation (the “Termination Date”), the Company shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the aggregate amount then held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Company’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Company advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Company’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law.

On December 30, 2022, the Company filed the amendment to the Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from January 28, 2023 to July 28, 2023. In connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 363,848 shares of common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. The Company has valued such shares at $160,093, or $0.44 per share. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised their right to redeem their public shares (leaving an aggregate of 2,073,717 public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of $383,250,434 in cash and payable at December 31, 2022. On January 6, 2023, the redemptions were paid. On July 28, 2023, the Company filed a second amendment to the Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from July 28, 2023 to January 28, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may approve.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class B common stock of the Company it held as of such date into 9,708,334 shares of Class A common stock of the Company in accordance with the Amended and Restated Certificate of Incorporation. As a result of the foregoing and the results of the Meeting, the Company had an aggregate of 11,782,051 shares of Class A common stock outstanding and 291,666 shares of Class B common stock outstanding at December 31, 2022 and June 30, 2023.

On February 24, 2023, the Company issued a press release announcing that it would transfer its listing from the New York Stock Exchange to the NYSE American LLC (the “NYSE American”). The Company received written confirmation that it received the final approval for listing from the staff of the NYSE American on February 24, 2023. In connection with listing on the NYSE American, the Company voluntarily delisted from the New York Stock Exchange. The Company’s securities commenced trading on the NYSE American on March 1, 2023.

On May 12, 2023, Joanna Coles resigned from her position as Chairperson of the Board of Directors (and as a director) and Chief Executive Officer of the Company in order to focus on other business opportunities. Ms. Coles’ resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is exposed to volatility in the banking market. At various times, we could have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”). On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company did not hold any deposits with Silicon Valley Bank as of December 31, 2022 and June 30, 2023.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The Treasury issued interim guidance that redemptions in connection with a SPAC liquidation would not be subject to the excise tax under certain circumstances. In addition, redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Notwithstanding the foregoing, the Company has agreed that the per share price payable to stockholders exercising their redemption rights, whether in connection with the vote on an extension or an initial Business Combination, will not be reduced by payments required to be made by the Company under the IR Act.

Liquidity and Going Concern

As of June 30, 2023, the Company had $186,279 in its operating bank accounts, $21,288,825 in cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common shares in connection therewith. As of June 30, 2023, $551,655 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Management has determined that the date for mandatory liquidation and subsequent dissolution as well as the low cash balance and working capital deficit raise substantial doubt about our ability to continue as a going concern. Management has determined that these conditions as well as the low cash balance raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 30, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.

Marketable Securities Held in Trust Account

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounted to $22,524,463, of which $22,061,494 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $462,969 were charged to operations.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit.

Components of Equity

Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $17,945,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $22,061,494 to the Class A common stock. The remaining 2,073,717 of shares not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control.

As a result of the Sponsor’s conversion of 9,708,334 shares of Class B common stock into shares of Class A common stock, the Sponsor held 291,666 shares of Class B common stock outstanding.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

Warrant Liabilities

The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the consolidated balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the consolidated statements of operations in the period of change.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

The Company’s effective tax rate was 15.54% and 0.99% for the three months ended June 30, 2023 and 2022, respectively, 9.53% and 0.62% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income Per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 17,750,000 Class A common shares in the aggregate. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A		Class A		Class B		Class A		Class A		Class B
	Redeemable		Non-Redeemable		Redeemable		Redeemable		Non-Redeemable		Redeemable
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	43,867	$	205,370	$	6,170	$	137,459	$	643,530	$	19,333
Denominator:
Basic and diluted weighted average common shares outstanding		2,073,717		9,708,334		291,666		2,073,717		9,708,334		291,666
Basic and diluted net income per common share	$	0.02	$	0.02	$	0.02	$	0.07	$	0.07	$	0.07

	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	4,768,045	$	1,192,011	$	7,599,586	$	1,899,896
Denominator:
Basic and diluted weighted average common shares outstanding		40,000,000		10,000,000		40,000,000		10,000,000
Basic and diluted net income per common share	$	0.12	$	0.12	$	0.19	$	0.19

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company had not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 8).

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50 (see Note 7). The proceeds from the sale of Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On November 25, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). Our Sponsor subsequently transferred certain shares to our officers and directors and other third parties, in each case at the same per-share purchase price paid by our initial stockholders. On January 25, 2021, the Company effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7.

The Founder Shares included an aggregate of up to 1,312,500 of Class B common stock that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriter’s decision to partially exercise their over-allotment provision, 62,500 Founder shares were forfeited and 1,250,000 Founder Shares are no longer subject to forfeiture.

On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class B common stock of the Company it held as of such date into 9,708,334 shares of Class A common stock of the Company in accordance with the Amended and Restated Certificate of Incorporation. As a result, as of June 30, 2023, the Founder Shares were comprised of an aggregate of 9,708,334 shares of Class A common stock and 291,666 shares of Class B common stock.

The holders of Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Warrants.

On March 16, 2023, the Company signed a convertible promissory note with a related party for $321,250 for working capital purposes. The note is non-interest bearing and payable on a Business Combination. On March 31, 2023, the note was amended and restated to remove the conversion option. The Company has concluded that the modification of the note is not a substantive modification under ASC 470-50-40-10 and recorded the note at face value. On May 12, 2023, the Company signed another promissory note with a related party for $100,000 for working capital purposes. The note is non-interest bearing and payable on a Business Combination. As of June 30, 2023, there was $421,000 outstanding on these notes which are included in Promissory notes - related party on the Company’s condensed consolidated balance sheets.

Non-Redemption Agreements

In December 2022, the Company entered into Non-Redemption Agreements with various stockholders pursuant to which these stockholders committed not to redeem their Public Shares. In consideration of these agreements, the Sponsor has agreed to transfer a portion of its Founder shares to the Non-Redeeming Stockholders at the closing of the Business Combination. The Company estimated the aggregate fair value of the 363,848 Founders Shares attributable to the Non-Redeeming Stockholders to be $160,093 or $0.44 per share. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in the Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. The Company accounted for the transfer of a portion of the Sponsor’s Founders Shares to non-redeeming stockholders as a capital contribution by the Sponsor with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred.

The fair value of the Founders Shares was based on the following significant inputs:

	December 30, 2022
Risk-free interest rate		4.49	%
Remaining life of SPAC		1.75
Underlying stock price	$	10.02
Probability of transaction		5.50	%

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

NOTE 6 — COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on January 25, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Consulting Agreement

On January 21, 2021, the Company entered into an agreement with a consultant for advisory services related to a Business Combination. The agreement specified that the consultant would assist with due diligence, deal structuring, documentation and obtaining stockholder approval for a Business Combination. The consultant would receive a fee of 100,000 shares of the Company’s Class A common stock upon the successful consummation of a Business Combination. In March 2022, the agreement was terminated, and the Company will not incur expenses under this agreement.

On February 1, 2022, the Company entered into an agreement with a consultant for advisory services. The agreement specified that the Company pays $8,333.33 a month plus any out-of-pocket expenses to the consultant. The agreement is terminable within 30 days written notice. As of June 30, 2023 and 2022 the Company incurred $8,333 and $41,667 in related expenses, respectively.

Effective January 31, 2023, the Company terminated its consulting agreement for advisory services.

Underwriting Agreement

The underwriters from the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7 — STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued and outstanding.

Class A Common Stock — The Company is authorized to issue 125,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised their right to redeem their public shares. Following the shareholder redemption vote, the value of the 37,926,283 shares is reflected as a redemption payable as of December 31, 2023. This amount was paid on January 6, 2023. The remaining 2,073,717 shares not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. At June 30, 2023 and December 31, 2022, there were 11,782,051 shares of Class A common stock issued and outstanding, 2,073,717 of which are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue 25,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class B common stock of the Company it held into 9,708,334 shares of Class A common stock of the Company. At June 30, 2023 and December 31, 2022, there were 291,666 shares of Class B common stock, issued and outstanding.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, net of conversions, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the initial stockholders or their affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

NOTE 8 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2023 and December 31, 2022, respectively, assets held in the Trust Account of $21,288,825 and $404,205,637, were held in money market funds which are invested primarily in U.S. Treasury securities. From inception through June 30, 2023 the Company withdrew an aggregate of $1,437,102 of interest income from the Trust Account to pay its franchise and income taxes, respectively.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description	Level		June 30, 2023		December 31, 2022
Assets:
Cash and Marketable investments held in Trust Account		1	$	21,288,825	$	404,205,637
Liabilities:
Warrant liability – Public Warrants ⁽¹⁾		1	$	160,000	$	480,000
Warrant liability – Private Placement Warrants ⁽¹⁾		2	$	195,000	$	585,000

(1)	Measured at fair value on a recurring basis.

Warrants

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

NORTHERN STAR INVESTMENT CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(Unaudited)

The Public and Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable inputs utilized in determining the fair value of the Private Warrants are the expected volatility of the common stock and the probability and expected timing to consummate a business combination. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public stock pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for the initial measurement, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrants was used as the fair value of the Public Warrants as of each relevant date. At December 31, 2021, the Private Warrants were transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market.

As of June 30, 2023 and December 31, 2022, the aggregate values of the Public Warrants and Private Placement Warrants were $160,000 and $195,000, and $480,000 and $585,000 respectively, based on a fair value of $0.02 and $0.06 per warrant.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers during the three and six months ended June 30, 2023 and during the year ended December 31, 2022.

The following table presents the changes in the fair value of warrant liabilities for the period ended June 30, 2023 and December 31, 2022:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2023	$	585,000		$	480,000		$	1,065,000
Change in valuation inputs or other assumptions		(292,500	)		(240,000	)		(532,500	)
Fair value as of March 31, 2023	$	292,500		$	240,000		$	532,500
Change in valuation inputs or other assumptions		(97,500	)		(80,000	)		(177,500	)
Fair value as of June 30, 2023	$	195,000		$	160,000		$	355,000

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

On July 28, 2023, the Company filed a second amendment to the Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from July 28, 2023 to January 28, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may approve. In connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 226,605 shares of common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. As a result of the foregoing, effective July 28, 2023, public holders of an aggregate of 452,728 public shares exercised their right to redeem their public shares (leaving an aggregate of 1,620,989 public shares outstanding after the Meeting).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to NORTHERN STAR INVESTMENT CORP. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Northern Star II Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on November 12, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 12, 2020 (inception) through June 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and searching for a target company with which to consummate an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable investments held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2023, we had a net income of $255,407, which consists of change in fair value of warrant liabilities of $177,500 and interest earned on marketable investments held in the Trust Account of $251,179, offset by formation and operational costs of $126,278 and provision for income taxes of $46,994.

For the six months ended June 30, 2023, we had a net income of $800,323, which consists of change in fair value of warrant liabilities of $710,000 and interest earned on marketable investments held in the Trust Account of $455,224, offset by formation and operational costs of $280,644 and provision for income taxes of $84,257.

For the three months ended June 30, 2022, we had a net income of $5,960,056, which consists of change in fair value of warrant liabilities of $5,680,000, and interest earned on marketable investments held in the Trust Account of $545,963, offset by general and administrative expenses of $206,311 and provision for income taxes of $59,596.

For the six months ended June 30, 2022, we had a net income of $9,499,482, which consists of change in fair value of warrant liabilities of $9,407,500, and interest earned on marketable investments held in the Trust Account of $551,873, offset by general and administrative expenses of $400,295 and provision for income taxes of $59,596.

Liquidity and Capital Resources

The registration statements for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, we completed the Initial Public Offering of 40,000,000 Units, which includes the partial exercise by the underwriter of its over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,750,000 Private Placement Warrants at a price of $1.00 per Private Warrant in a private placement to the Sponsor, generating gross proceeds of $9,750,000, which is described in Note 4.

For the six months ended June 30, 2023, cash used in operating activities was $442,217. Net income of $800,323 was affected by change in fair value of warrant liabilities of $710,000, and interest earned on marketable investments held in the Trust Account of $455,224. Changes in operating assets and liabilities used $77,316 of cash for operating activities.

For the six months ended June 30, 2022, cash used in operating activities was $420,935. Net income of $9,499,482 was affected by interest earned on marketable investments held in the Trust Account of $551,873, and changes in fair value of warrant liabilities of $9,407,500. Changes in operating assets and liabilities provided $38,956 of cash for operating activities.

As of June 30, 2023, we had marketable securities held in the Trust Account of $21,288,825 (including approximately $551,655 of interest income). Interest income on the balance in the Trust Account may be used by us to pay taxes.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2023, we had cash of $186,279. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per unit, at the option of the lender. The warrants would be identical to the Private Warrants.

On March 16, 2023, the Company signed a convertible promissory note with a related party for $321,250 for working capital purposes. The note is non-interest bearing and payable on a Business Combination. On March 31, 2023, the note was amended and restated to remove the conversion option. The Company has concluded that the modification of the note is not a substantive modification under ASC 470-50-40-10 and recorded the note at face value. On May 12, 2023, the Company signed another promissory note with a related party for $100,000 for working capital purposes. The note is non-interest bearing and payable on a Business Combination. As of June 30, 2023, there was $421,000 outstanding on these notes which is included in Promissory notes - related party on the Company’s condensed consolidated balance sheets.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 28, 2024 (or such earlier liquidation and dissolution date as the Company’s board of directors may approve) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested by the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the low cash balance as well as the mandatory liquidation, should a Business Combination not occur and an extension not requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 28, 2024. The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

In December 2022, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 363,848 shares of common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting to extend the time to consummate an initial Business Combination until July 28, 2023. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised their right to redeem their public shares (leaving an aggregate of 2,073,717 public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of $383,250,434 in cash and payable at December 31, 2022. On January 6, 2023, the redemptions were paid.

On February 1, 2022, the Company entered into an agreement with a consultant for advisory services. The agreement specified that the Company pays $8,333.33 a month plus any out-of-pocket expenses to the consultant. The agreement is terminable within 30 days written notice. As of June 30, 2023 and 2022, the Company incurred $8,333 and $41,667 in related expenses, respectively.

On July 28, 2023, the Sponsor entered into additional Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 226,605 shares of common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. As a result of the foregoing, effective July 28, 2023, public holders of an aggregate of 452,728 public shares exercised their right to redeem their public shares (leaving an aggregate of 1,620,989 public shares outstanding after the Meeting).

Critical Accounting Policies

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Warrant Liabilities

The company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net Income Per Common Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Net income per common share is calculated by dividing the net income by the weighted average number of common stock outstanding for the respective period. We did not consider the effect of the warrants issued in connection with the initial public offering and the private placement in the calculation of diluted income per common share because their exercise is contingent upon future events. As a result, diluted net income per common share is the same as basic net income per common share. Remeasurement associated with the redeemable Class A common stock is excluded from income per common share as the redemption value approximates fair value.

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive Officer and Principal Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Quarter Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1A. Risk Factors

As of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 except as set forth below. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

We identified an additional material weakness in our internal control over financial reporting relating to our complex financial instruments. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management also evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this report, in connection with the preparation of our financial statements as of June 30, 2023, management identified errors made in our historical financial statements where we improperly classified some of our Class A common stock subject to possible redemption. We previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001 pursuant to our amended and restated certificate of incorporation. Management determined that the Class A common stock issued during our initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered outside our control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption. As a result, management has noted a classification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

Management concluded that the foregoing constituted a material weakness as of June 30, 2023.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented. However, we cannot assure you that the foregoing will not result in any future material weaknesses or deficiencies in internal control over financial reporting. Even though we have strengthened our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 28, 2021, we consummated the Initial Public Offering of 40,000,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $400,000,000. Citi Group acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-251921 and 333-252421). The Securities and Exchange Commission declared the registration statements effective on January 25, 2021.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,750,000. Each Private Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Warrants, an aggregate of $400,000,000 was placed in the Trust Account.

We paid a total of $22,524,463 of transaction costs, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other costs and expenses related to the Initial Public Offering.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NORTHERN STAR INVESTMENT CORP. II

Date: August 21, 2023	By:	/s/ Jonathan Ledecky
	Name:	Jonathan Ledecky
	Title:	President and Chief Operating Officer
		(Principal Executive Officer)


	By:	/s/ Jim Brady
	Name:	Jim Brady
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Ledecky, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of NORTHERN STAR INVESTMENT CORP. II;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 21, 2023

	/s/ Jonathan Ledecky
	Jonathan Ledecky
	President and Chief Operating Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jim Brady, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of NORTHERN STAR INVESTMENT CORP. II;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 21, 2023

	/s/ Jim Brady
	Jim Brady
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NORTHERN STAR INVESTMENT CORP. II (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Jonathan Ledecky, President and Chief Operating Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 21, 2023

	/s/ Jonathan Ledecky
	Jonathan Ledecky
	President and Chief Operating Officer
	(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NORTHERN STAR INVESTMENT CORP. II (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Jim Brady, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 21, 2023

	/s/ Jim Brady
	Jim Brady
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 14, 2023
Document Information Line Items
Entity Registrant Name	NORTHERN STAR INVESTMENT CORP. II
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001834518
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39929
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3909728
Entity Address, Address Line One	The Chrysler Building
Entity Address, Address Line Two	405 Lexington Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10174
City Area Code	(212)
Local Phone Number	818-8800
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant
Document Information Line Items
Trading Symbol	NSTB.U
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant
Security Exchange Name	NYSEAMER
Class A Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	NSTB
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NYSEAMER
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	NSTB WS
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Security Exchange Name	NYSEAMER
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		11,782,051
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		291,666

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 186,279	$ 85,894
Prepaid expenses	42,500	11,667
Total current assets	228,779	97,561
Marketable investments held in Trust Account	21,288,825	404,205,637
TOTAL ASSETS	21,517,604	404,303,198
Current liabilities
Accounts payable and accrued expenses	2,165,907	2,296,647
Income taxes payable	161,670	77,413
Promissory notes - related party	421,000
Redemption payable		383,250,434
Total current liabilities	2,748,577	385,624,494
Warrant liabilities	355,000	1,065,000
Deferred underwriting fee payable	14,000,000	14,000,000
TOTAL LIABILITIES	17,103,577	400,689,494
Commitments
Class A common stock subject to possible redemption 2,073,717 shares, at $10.22 and $10.10 per share, as of June 30, 2023 and December 31, 2022, respectively	21,194,641	20,877,731
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(16,781,614)	(17,265,027)
TOTAL STOCKHOLDERS’ DEFICIT	(16,780,614)	(17,264,027)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	21,517,604	404,303,198
Class A Common Stock
STOCKHOLDERS’ DEFICIT
Common stock, value	971	971
Class B Common Stock
STOCKHOLDERS’ DEFICIT
Common stock, value	$ 29	$ 29

Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption shares	2,073,717	2,073,717
Common stock subject to possible redemption par share (in Dollars per share)	$ 10.22	$ 10.1
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	9,708,334	9,708,334
Common stock, shares outstanding	9,708,334	9,708,334
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	291,666	291,666
Common stock, shares outstanding	291,666	291,666

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Formation and operating costs	$ 126,278	$ 206,311	$ 280,644	$ 400,295
Loss from operations	(126,278)	(206,311)	(280,644)	(400,295)
Other income:
Interest earned on marketable investments held in Trust Account	251,179	545,963	455,224	551,873
Change in fair value of warrant liabilities	177,500	5,680,000	710,000	9,407,500
Total other income, net	428,679	6,225,963	1,165,224	9,959,373
Income before provision for income taxes	302,401	6,019,652	884,580	9,559,078
Provision for income taxes	(46,994)	(59,596)	(84,257)	(59,596)
Net income	$ 255,407	$ 5,960,056	$ 800,323	$ 9,499,482
Class A common stock subject to redemption
Other income:
Basic weighted average shares outstanding (in Shares)	2,073,717	40,000,000	2,073,717	40,000,000
Basic net income per share (in Dollars per share)	$ 0.02	$ 0.12	$ 0.07	$ 0.19
Class A Common Stock Non-redeemable
Other income:
Basic weighted average shares outstanding (in Shares)	9,708,334		9,708,334
Basic net income per share (in Dollars per share)	$ 0.02		$ 0.07
Class B Common Stock
Other income:
Basic weighted average shares outstanding (in Shares)	291,666	10,000,000	291,666	10,000,000
Basic net income per share (in Dollars per share)	$ 0.02	$ 0.12	$ 0.07	$ 0.19

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A common stock subject to redemption
Diluted weighted average shares outstanding	2,073,717	40,000,000	2,073,717	40,000,000
Diluted net income per share	$ 0.02	$ 0.12	$ 0.07	$ 0.19
Class A Common Stock Non-redeemable
Diluted weighted average shares outstanding	9,708,334		9,708,334
Diluted net income per share	$ 0.02		$ 0.07
Class B Common Stock
Diluted weighted average shares outstanding	291,666	10,000,000	291,666	10,000,000
Diluted net income per share	$ 0.02	$ 0.12	$ 0.07	$ 0.19

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 1,000	$ (26,885,572)	$ (26,884,572)
Balance (in Shares) at Dec. 31, 2021		10,000,000
Net income			3,539,426	3,539,426
Balance at Mar. 31, 2022		$ 1,000	(23,346,146)	(23,345,146)
Balance (in Shares) at Mar. 31, 2022		10,000,000
Balance at Dec. 31, 2021		$ 1,000	(26,885,572)	(26,884,572)
Balance (in Shares) at Dec. 31, 2021		10,000,000
Net income				9,499,482
Balance at Jun. 30, 2022		$ 1,000	(17,610,716)	(17,609,716)
Balance (in Shares) at Jun. 30, 2022		10,000,000
Balance at Mar. 31, 2022		$ 1,000	(23,346,146)	(23,345,146)
Balance (in Shares) at Mar. 31, 2022		10,000,000
Remeasurement adjustment on redeemable common stock			(224,626)	(224,626)
Net income			5,960,056	5,960,056
Balance at Jun. 30, 2022		$ 1,000	(17,610,716)	(17,609,716)
Balance (in Shares) at Jun. 30, 2022		10,000,000
Balance at Dec. 31, 2022	$ 971	$ 29	(17,265,027)	(17,264,027)
Balance (in Shares) at Dec. 31, 2022	9,708,334	291,666
Remeasurement adjustment on redeemable common stock			(140,183)	(140,183)
Net income			544,916	544,916
Balance at Mar. 31, 2023	$ 971	$ 29	(16,860,294)	(16,859,294)
Balance (in Shares) at Mar. 31, 2023	9,708,334	291,666
Balance at Dec. 31, 2022	$ 971	$ 29	(17,265,027)	(17,264,027)
Balance (in Shares) at Dec. 31, 2022	9,708,334	291,666
Net income				800,323
Balance at Jun. 30, 2023	$ 971	$ 29	(16,781,614)	(16,780,614)
Balance (in Shares) at Jun. 30, 2023	9,708,334	291,666
Balance at Mar. 31, 2023	$ 971	$ 29	(16,860,294)	(16,859,294)
Balance (in Shares) at Mar. 31, 2023	9,708,334	291,666
Remeasurement adjustment on redeemable common stock			(176,727)	(176,727)
Net income			255,407	255,407
Balance at Jun. 30, 2023	$ 971	$ 29	$ (16,781,614)	$ (16,780,614)
Balance (in Shares) at Jun. 30, 2023	9,708,334	291,666

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 800,323	$ 9,499,482
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable investments held in Trust Account	(455,224)	(551,873)
Changes in fair value of warrant liabilities	(710,000)	(9,407,500)
Changes in operating assets and liabilities:
Prepaid expenses	(30,833)
Income taxes payable	84,257	59,596
Accounts payable and accrued expenses	(130,740)	(20,640)
Net cash used in operating activities	(442,217)	(420,935)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	121,602
Cash withdrawn from Trust Account in connection with redemption	383,250,434
Net cash provided by investing activities	383,372,036
Cash Flows from Financing Activities:
Proceeds from promissory notes - related party	421,000
Redemption of common stock	(383,250,434)
Net cash used in financing activities	(382,829,434)
Net Change in Cash	100,385	(420,935)
Cash – Beginning of period	85,894	440,291
Cash – End of period	186,279	19,356
Supplementary cash flow information:
Cash paid for income taxes		904,000
Non-Cash investing and financing activities:
Remeasurement adjustment on redeemable stock	$ 316,910	$ 224,626

Description of Organization, Business Operations and Going Concern

6 Months Ended

Jun. 30, 2023

Description of Organization, Business Operations And Going Concern [Abstract]

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

The Company has two wholly-owned subsidiaries, NSICII-A Merger LLC and NSICII-B LLC, both of which were incorporated in the state of Delaware on February 15, 2021.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs.

Risks and Uncertainties

Inflation Reduction Act of 2022

Liquidity and Going Concern

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Offering Costs

Class A Common Stock Subject to Possible Redemption

Components of Equity

As a result of the Sponsor’s conversion of 9,708,334 shares of Class B common stock into shares of Class A common stock, the Sponsor held 291,666 shares of Class B common stock outstanding.

Warrant Liabilities

Income Taxes

Net Income Per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A		Class A		Class B		Class A		Class A		Class B
	Redeemable		Non-Redeemable		Redeemable		Redeemable		Non-Redeemable		Redeemable
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	43,867	$	205,370	$	6,170	$	137,459	$	643,530	$	19,333
Denominator:
Basic and diluted weighted average common shares outstanding		2,073,717		9,708,334		291,666		2,073,717		9,708,334		291,666
Basic and diluted net income per common share	$	0.02	$	0.02	$	0.02	$	0.07	$	0.07	$	0.07

	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	4,768,045	$	1,192,011	$	7,599,586	$	1,899,896
Denominator:
Basic and diluted weighted average common shares outstanding		40,000,000		10,000,000		40,000,000		10,000,000
Basic and diluted net income per common share	$	0.12	$	0.12	$	0.19	$	0.19

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

Initial Public Offering

6 Months Ended

Jun. 30, 2023

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

Private Placement

6 Months Ended

Jun. 30, 2023

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 4 — PRIVATE PLACEMENT

Related Party Transactions

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class B common stock of the Company it held as of such date into 9,708,334 shares of Class A common stock of the Company in accordance with the Amended and Restated Certificate of Incorporation. As a result, as of June 30, 2023, the Founder Shares were comprised of an aggregate of 9,708,334 shares of Class A common stock and 291,666 shares of Class B common stock.

Related Party Loans

Non-Redemption Agreements

The fair value of the Founders Shares was based on the following significant inputs:

	December 30, 2022
Risk-free interest rate		4.49	%
Remaining life of SPAC		1.75
Underlying stock price	$	10.02
Probability of transaction		5.50	%

Commitments

6 Months Ended

Jun. 30, 2023

Commitments [Abstract]

COMMITMENTS

NOTE 6 — COMMITMENTS

Registration Rights

Consulting Agreement

Effective January 31, 2023, the Company terminated its consulting agreement for advisory services.

Underwriting Agreement

Stockholders' Deficit

6 Months Ended

Jun. 30, 2023

Stockholders' Deficit [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 7 — STOCKHOLDERS’ DEFICIT

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Description	Level		June 30, 2023		December 31, 2022
Assets:
Cash and Marketable investments held in Trust Account		1	$	21,288,825	$	404,205,637
Liabilities:
Warrant liability – Public Warrants ⁽¹⁾		1	$	160,000	$	480,000
Warrant liability – Private Placement Warrants ⁽¹⁾		2	$	195,000	$	585,000

(1)	Measured at fair value on a recurring basis.

Warrants

The following table presents the changes in the fair value of warrant liabilities for the period ended June 30, 2023 and December 31, 2022:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2023	$	585,000		$	480,000		$	1,065,000
Change in valuation inputs or other assumptions		(292,500	)		(240,000	)		(532,500	)
Fair value as of March 31, 2023	$	292,500		$	240,000		$	532,500
Change in valuation inputs or other assumptions		(97,500	)		(80,000	)		(177,500	)
Fair value as of June 30, 2023	$	195,000		$	160,000		$	355,000

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

Offering Costs

Offering Costs

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

Components of Equity

Components of Equity

As a result of the Sponsor’s conversion of 9,708,334 shares of Class B common stock into shares of Class A common stock, the Sponsor held 291,666 shares of Class B common stock outstanding.

Warrant Liabilities

Warrant Liabilities

Income Taxes

Income Taxes

Net Income Per Common Share

Net Income Per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A		Class A		Class B		Class A		Class A		Class B
	Redeemable		Non-Redeemable		Redeemable		Redeemable		Non-Redeemable		Redeemable
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	43,867	$	205,370	$	6,170	$	137,459	$	643,530	$	19,333
Denominator:
Basic and diluted weighted average common shares outstanding		2,073,717		9,708,334		291,666		2,073,717		9,708,334		291,666
Basic and diluted net income per common share	$	0.02	$	0.02	$	0.02	$	0.07	$	0.07	$	0.07

	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	4,768,045	$	1,192,011	$	7,599,586	$	1,899,896
Denominator:
Basic and diluted weighted average common shares outstanding		40,000,000		10,000,000		40,000,000		10,000,000
Basic and diluted net income per common share	$	0.12	$	0.12	$	0.19	$	0.19

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Recent Accounting Standards

Recent Accounting Standards

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Basic and Diluted Net Income Per Common Share

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	For the Three Months Ended June 30, 2023						For the Six Months Ended June 30, 2023
	Class A		Class A		Class B		Class A		Class A		Class B
	Redeemable		Non-Redeemable		Redeemable		Redeemable		Non-Redeemable		Redeemable
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	43,867	$	205,370	$	6,170	$	137,459	$	643,530	$	19,333
Denominator:
Basic and diluted weighted average common shares outstanding		2,073,717		9,708,334		291,666		2,073,717		9,708,334		291,666
Basic and diluted net income per common share	$	0.02	$	0.02	$	0.02	$	0.07	$	0.07	$	0.07

	For the Three Months Ended June 30, 2022				For the Six Months Ended June 30, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income per common share
Numerator:
Allocation of net income, as adjusted	$	4,768,045	$	1,192,011	$	7,599,586	$	1,899,896
Denominator:
Basic and diluted weighted average common shares outstanding		40,000,000		10,000,000		40,000,000		10,000,000
Basic and diluted net income per common share	$	0.12	$	0.12	$	0.19	$	0.19

Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Fair Value of the Founders Shares

The fair value of the Founders Shares was based on the following significant inputs:

	December 30, 2022
Risk-free interest rate		4.49	%
Remaining life of SPAC		1.75
Underlying stock price	$	10.02
Probability of transaction		5.50	%

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

Schedule of Table Presents Information about the Company’s Assets and Liabilities

Description	Level		June 30, 2023		December 31, 2022
Assets:
Cash and Marketable investments held in Trust Account		1	$	21,288,825	$	404,205,637
Liabilities:
Warrant liability – Public Warrants ⁽¹⁾		1	$	160,000	$	480,000
Warrant liability – Private Placement Warrants ⁽¹⁾		2	$	195,000	$	585,000

(1)	Measured at fair value on a recurring basis.

Schedule of Changes in the Fair Value of Warrant Liabilities

The following table presents the changes in the fair value of warrant liabilities for the period ended June 30, 2023 and December 31, 2022:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2023	$	585,000		$	480,000		$	1,065,000
Change in valuation inputs or other assumptions		(292,500	)		(240,000	)		(532,500	)
Fair value as of March 31, 2023	$	292,500		$	240,000		$	532,500
Change in valuation inputs or other assumptions		(97,500	)		(80,000	)		(177,500	)
Fair value as of June 30, 2023	$	195,000		$	160,000		$	355,000

Description of Organization, Business Operations and Going Concern (Details) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	Jan. 28, 2021	Dec. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Aug. 16, 2022
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Private warrant per share (in Dollars per share)			$ 1
Aggregate fair value amount			$ 195,000
Deferred underwriting fee payable			14,000,000
Other offering costs			$ 524,463
Net proceeds of sale of units	$ 400,000,000
Per share value (in Dollars per share)	$ 10			$ 0.44
Maturity days	185 days
Percentage of the fair value of assets in the trust account			80.00%
Fair market value test discount rate			80.00%
Ownership percentage			50.00%
Payments to acquire restricted investments per share (in Dollars per share)			$ 10
Networth needed post business combination			$ 5,000,001
Percentage of the public shareholding eligible			20.00%
Percentage of the public shareholding to be redeemeble			100.00%
Termination, description			In the event that the Company does not consummate a Business Combination by January 28, 2024 and stockholders do not otherwise extend such date by an amendment to the Amended and Restated Certificate of Incorporation (the “Termination Date”), the Company shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the aggregate amount then held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Company’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Company advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Company’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law.
Shares valued				$ 160,093
Aggregate public shares (in Shares)		37,926,283
Redeemable public share (in Shares)		2,073,717
Cash				$ 383,250,434
Trust account per share (in Dollars per share)			$ 10
U.S. federal excise tax			1.00%		1.00%
Cash and due from banks			$ 186,279
Investments			21,288,825
Deposits			551,655
Initial Public Offering [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Transaction costs			22,524,463
Underwriting fee			$ 8,000,000
Price per unit (in Dollars per share)			$ 10
Private Placement [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Sale of warrants (in Shares)			9,750,000
Generating gross proceeds			$ 9,750,000
Sponsor [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Per share value (in Dollars per share)		$ 0.44
Aggregate of common stock shares (in Shares)		363,848
Shares valued		$ 160,093
Trust account per share (in Dollars per share)			$ 10
Class A Common Stock [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Aggregate of common stock shares (in Shares)			11,782,051	11,782,051
Voluntarily shares (in Shares)		9,708,334
Aggregate share (in Shares)				11,782,051
Class A Common Stock [Member] \| Initial Public Offering [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Shares issued (in Shares)	40,000,000
Per unit (in Dollars per share)	$ 10
Proceeds from initial public offering	$ 400,000,000
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Shares issued (in Shares)	5,000,000
Class A Common Stock [Member] \| Sponsor [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Voluntarily shares (in Shares)		9,708,334
Class B Common Stock [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Aggregate of common stock shares (in Shares)			291,666	291,666
Voluntarily shares (in Shares)		9,708,334
Aggregate share (in Shares)			291,666
Class B Common Stock [Member] \| Sponsor [Member]
Description of Organization, Business Operations and Going Concern (Details) [Line Items]
Voluntarily shares (in Shares)		9,708,334

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Summary of Significant Accounting Policies [Abstract]
Offering costs amount (in Dollars)			$ 22,061,494
Initial fair value measurement (in Dollars)			$ 17,945,000
Shares not redeemed (in Shares)			2,073,717
Effective tax rate	15.54%	0.99%	9.53%	0.62%
Statutory tax rate	21.00%	21.00%	21.00%	21.00%
Cash insured with federal depository insurance (in Dollars)	$ 250,000		$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies [Abstract]
Offering costs amount (in Dollars)			22,524,463
Operation charged (in Dollars)			462,969
Class A Common Stock [Member]
Summary of Significant Accounting Policies [Abstract]
Offering costs amount (in Dollars)			$ 22,061,494
Class A Common Stock [Member] \| Warrant [Member]
Summary of Significant Accounting Policies [Abstract]
Exercisable warrants to purchase (in Shares)			17,750,000
Class B common stock [Member] \| Sponsor’s [Member]
Summary of Significant Accounting Policies [Abstract]
Conversion shares (in Shares)			9,708,334
Share, outstanding. (in Shares)	291,666		291,666

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Redeemable [Member]
Numerator:
Allocation of net income, as adjusted	$ 43,867		$ 137,459
Denominator:
Basic weighted average common shares outstanding	2,073,717		2,073,717
Basic net income per common share	$ 0.02		$ 0.07
Class A Non-Redeemable [Member]
Numerator:
Allocation of net income, as adjusted	$ 205,370		$ 643,530
Denominator:
Basic weighted average common shares outstanding	9,708,334		9,708,334
Basic net income per common share	$ 0.02		$ 0.07
Class B Redeemable [Member]
Numerator:
Allocation of net income, as adjusted	$ 6,170		$ 19,333
Denominator:
Basic weighted average common shares outstanding	291,666		291,666
Basic net income per common share	$ 0.02		$ 0.07
Class A [Member]
Numerator:
Allocation of net income, as adjusted		$ 4,768,045		$ 7,599,586
Denominator:
Basic weighted average common shares outstanding		40,000,000		40,000,000
Basic net income per common share		$ 0.12		$ 0.19
Class B [Member]
Numerator:
Allocation of net income, as adjusted		$ 1,192,011		$ 1,899,896
Denominator:
Basic weighted average common shares outstanding		10,000,000		10,000,000
Basic net income per common share		$ 0.12		$ 0.19

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	2,073,717		2,073,717
Diluted net income per common share	$ 0.02		$ 0.07
Class A Non-Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	9,708,334		9,708,334
Diluted net income per common share	$ 0.02		$ 0.07
Class B Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	291,666		291,666
Diluted net income per common share	$ 0.02		$ 0.07
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding		40,000,000		40,000,000
Diluted net income per common share		$ 0.12		$ 0.19
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	291,666	10,000,000	291,666	10,000,000
Diluted net income per common share		$ 0.12		$ 0.19

Initial Public Offering (Details)	6 Months Ended
Initial Public Offering (Details)	Jun. 30, 2023 $ / shares shares
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of units in shares \| shares	40,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Number of units in shares \| shares	5,000,000
Price per share \| $ / shares	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Common stock, price per share \| $ / shares	$ 11.5

Private Placement (Details) - Private Placement [Member]	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Aggregate purchase (in Shares) \| shares	9,750,000
Price per share	$ 1
Aggregate purchase price (in Dollars) \| $	$ 9,750,000
Exercise price, per share	$ 11.5

Related Party Transactions (Details) - USD ($)				6 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	May 12, 2023	Dec. 30, 2022	Nov. 25, 2020	Jun. 30, 2023	Dec. 31, 2022	Mar. 16, 2023	Jan. 28, 2021	Jan. 25, 2021
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares outstanding					363,848
Share price (in Dollars per share)		$ 10.02
Warrants working capital loans (in Dollars)				$ 1,500,000
Warrant price per share (in Dollars per share)				$ 1
Working capital (in Dollars)						$ 321,250
Related party amount (in Dollars)	$ 100,000
Promissory note - related party (in Dollars)				$ 421,000
Non-redeeming stockholders amount (in Dollars)					$ 160,093
Non-Redeeming stockholders price per share (in Dollars per share)					$ 0.44		$ 10
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Proceeds from issue of common stock to the sponsor (in Dollars)			$ 25,000
Stock issued during period, founder shares			8,625,000
Dividend per share (in Dollars per share)								$ 0.167
Founder shares outstanding								10,062,500
Issued and outstanding percentage				20.00%
Founder shares forfeited				62,500
Founder shares are no longer subject to forfeiture				1,250,000
Number of consecutive trading days for determining the share price				20 days
Number of trading days				30 days
Period after consummation of business combination				150 days
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock outstanding				291,666	291,666
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of founder shares outstanding				1,312,500
Conversion of shares		9,708,334
Common stock outstanding		291,666
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock outstanding				9,708,334	9,708,334
Class A Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Conversion of shares		9,708,334
Common stock outstanding		9,708,334
Share price (in Dollars per share)				$ 12

Related Party Transactions (Details) - Schedule of Fair Value of the Founders Shares	12 Months Ended
	Dec. 30, 2022 $ / shares
Schedule of Fair Value of the Founders Shares [Abstract]
Risk-free interest rate	4.49%
Remaining life of SPAC	$ 1.75
Underlying stock price	$ 10.02
Probability of transaction	5.50%

Commitments (Details) - USD ($)		1 Months Ended	6 Months Ended
Commitments (Details) - USD ($)	Feb. 01, 2022	Jan. 21, 2021	Jun. 30, 2023	Jun. 30, 2022
Commitments (Details) [Line Items]
Agreement related expenses			$ 8,333	$ 41,667
Consulting Agreement [Member]
Commitments (Details) [Line Items]
Stock issued during period, shares, issued for services (in Shares)		100,000
Company consultant fees	$ 8,333.33
Underwriting Agreement [Member]
Commitments (Details) [Line Items]
Deferred underwriting fee per unit (in Dollars per share)			$ 0.35
Aggregate deferred fee amount			$ 14,000,000

Stockholders' Deficit (Details) - $ / shares	1 Months Ended	6 Months Ended
Stockholders' Deficit (Details) - $ / shares	Dec. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Stockholders' Deficit (Details) [Line Items]
Preferred stock shares authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Aggregate shares	37,926,283
Shareholder redemption shares		37,926,283
Shares not redeemed		2,073,717
Sponsor [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares issued	363,848
Class A Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock shares authorized		125,000,000	125,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock vote		one
Common stock, shares issued		11,782,051	11,782,051
Common stock, shares outstanding		11,782,051	11,782,051
Temporary equity shares		2,073,717	2,073,717
Voluntarily shares	9,708,334
Class A Common Stock [Member] \| Sponsor [Member]
Stockholders' Deficit (Details) [Line Items]
Voluntarily shares	9,708,334
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock shares authorized		25,000,000	25,000,000
Common stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock vote		one
Common stock, shares issued		291,666	291,666
Common stock, shares outstanding		291,666	291,666
Voluntarily shares	9,708,334
Aggregate percentage		20.00%
Class B Common Stock [Member] \| Sponsor [Member]
Stockholders' Deficit (Details) [Line Items]
Voluntarily shares	9,708,334

Fair Value Measurements (Details) - USD ($)	6 Months Ended
Fair Value Measurements (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) [Line Items]
Interest income	$ 1,437,102
Fair value of warrant per share (in Dollars per share)	$ 0.02	$ 0.06
U.S. Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held trust account	$ 21,288,825	$ 404,205,637
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants	160,000	195,000
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Warrants	$ 480,000	$ 585,000

Fair Value Measurements (Details) - Schedule of Table Presents Information about the Company’s Assets and Liabilities - USD ($)

Jun. 30, 2023

Dec. 31, 2022

Level 1 [Member]

Assets:

Cash and Marketable investments held in Trust Account

$ 21,288,825

$ 404,205,637

Level 1 [Member] | Public Warrants [Member]

Liabilities:

Warrant liability

^[1]

160,000

480,000

Level 2 [Member] | Private Placement Warrants [Member]

Liabilities:

Warrant liability

^[1]

$ 195,000

$ 585,000

[1]	Measured at fair value on a recurring basis.

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items]
Fair value as of opening balance	$ 292,500	$ 585,000
Change in valuation inputs or other assumptions	(97,500)	(292,500)
Fair value as of ending balance	195,000	292,500
Public [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items]
Fair value as of opening balance	240,000	480,000
Change in valuation inputs or other assumptions	(80,000)	(240,000)
Fair value as of ending balance	160,000	240,000
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities [Line Items]
Fair value as of opening balance	532,500	1,065,000
Change in valuation inputs or other assumptions	(177,500)	(532,500)
Fair value as of ending balance	$ 355,000	$ 532,500

Subsequent Events (Details) - Subsequent Event [Member]	Jul. 28, 2023 shares
Subsequent Events (Details) [Line Items]
Common stock, shares	226,605
Redeemed public shares	452,728
Public shares outstanding	1,620,989

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