Northern Star Investment Corp. II (NSTB): Business Model Canvas [Dec-2025 Updated]

You're digging into Northern Star Investment Corp. II (NSTB), and let's cut to the chase: this isn't a company selling a product; it's a public shell whose entire business model is finding and merging with a private operator, a de-SPAC transaction. Having spent years mapping these structures, I can tell you the canvas is starkly simple: it's about leveraging the public listing-even on the OTC Pink sheets-to provide a faster path to market for a growth-stage firm, all while managing the tight compliance costs and the sponsor's eventual promote. Look closely at the key resources, like the $\mathbf{11.62\text{M}}$ shares outstanding versus the lean $\mathbf{\$64.61\text{K}}$ in cash, and you'll see the near-term risk is entirely tied to deal execution, not operations.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Key Partnerships

You're looking at the core relationships that underpin Northern Star Investment Corp. II's (NSTB) structure, especially as it operates now as a post-trust-liquidation shell aiming for a new transaction. Here are the hard numbers tied to those key partners.

Northern Star II Sponsor LLC, the founding entity and primary capital provider

The sponsor, Northern Star II Sponsor LLC, is the entity that put up the initial capital to get the SPAC off the ground and remains a controlling shareholder.

• Northern Star II Sponsor LLC is listed as a 10 percent owner of Northern Star Investment Corp. II.
• The initial capital structure was supported by the January 2021 Initial Public Offering (IPO) which raised gross proceeds of $400,000,000 from the sale of 40,000,000 units at $10.00 per unit.
• In January 2024, the company distributed approximately $10.48 per share from the trust account to public shareholders, leaving the sponsor's retained shares and warrants as the primary equity base for a future deal.

Investment banks and M&A advisors for sourcing and structuring a deal

These firms are critical for executing the merger or acquisition, providing the necessary market access and structuring expertise. We can look at past roles for context on the scale of engagement.

Partner Role	Specific Entity/Context	Associated Financial Amount
IPO Bookrunning Manager	Citigroup Global Markets Inc.	$400,000,000 (Gross IPO Proceeds Managed)
M&A Advisor (Past Deal Context)	General Sourcing/Structuring	$200,000,000 (Size of a previously arranged PIPE)

Legal and accounting firms for regulatory compliance and due diligence

Compliance and disclosure are non-negotiable, as evidenced by past regulatory actions. While specific current firms aren't listed, the financial impact of compliance failures is documented.

• The Securities and Exchange Commission (SEC) imposed a penalty of $1,500,000 on Northern Star Investment Corp. II, contingent upon closing a merger transaction, related to pre-IPO disclosures.
• The company's initial structure involved filing registration statements with the SEC, effective January 25, 2021.

Potential Private Investment in Public Equity (PIPE) investors for deal financing

PIPE investors provide crucial committed capital alongside a de-SPAC transaction, often at the IPO price, to ensure the target receives sufficient cash. The historical PIPE size gives you a benchmark for current financing needs.

The team, led by Joanna Coles and Jonathan Ledecky, previously secured a substantial commitment for a deal that did not close.

• A Private Investment in Public Equity (PIPE) transaction of $410,000,000 was proposed in August 2021, involving the issuance of 41,000,000 shares at $10.00 per share.
• A prior financing structure in 2020 involved a $200,000,000 PIPE for the combination with BarkBox.

Finance: draft pro-forma capitalization table for a potential $500M target by next Tuesday.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Key Activities

You're looking at the core actions Northern Star Investment Corp. II undertakes to achieve its stated purpose-effecting a business combination-even after the trust liquidation. The activities are centered on corporate survival and deal sourcing in a post-SPAC-trust environment.

Identifying and evaluating private companies for a reverse merger

The primary activity remains sourcing a target, though the value proposition has shifted since the trust was liquidated. As of the last reported structure, Northern Star Investment Corp. II was continuing its corporate existence as a shell, meaning the activity is focused on finding a private entity willing to use the public listing shell, rather than a cash-in deal.

• Historical IPO Trust Value per Share (Jan 2024): $10.48
• Outstanding Public Shares at Liquidation (Jan 2024): 1,620,989
• Historical Valuation of Terminated Deal (Apex Fintech): $4.7 billion

Negotiating the terms of a business combination agreement

Negotiations now center on the value of the public listing itself, as the built-in trust value is gone. The team needs to structure a deal where the target company accepts the public shell and warrants as the primary consideration, or they must secure new capital.

Negotiation Element	Historical Reference/Status
Prior Deal Termination Date	November 2021
Post-Liquidation Trading Venue	OTC Pink
Historical Sponsor Non-Redemption Share Transfer (2023)	363,848 shares at $0.44 per share

Maintaining compliance with OTC Markets Group and SEC reporting

Even as a shell, Northern Star Investment Corp. II must maintain its public status and adhere to reporting requirements, which involves legal and administrative costs. This activity is critical to keeping the listing alive for any future transaction.

• SEC Settlement Amount (Allegations related to pre-IPO discussions): $1.5 million
• Incorporation Date: November 12, 2020
• Latest Reported Trading Price (as shell): $0.01

Securing additional financing, like a PIPE, for the transaction

Without the trust account funds, securing a Private Investment in Public Equity (PIPE) or other financing becomes a necessary key activity to fund any potential transaction expenses or provide working capital to the combined entity. The team has prior experience in this area.

Financing Activity	Amount/Reference
PIPE Size for 2020 Combination (Historical)	$200 million
Post-Liquidation Financing Requirement	To be determined by target deal structure

The management has determined that the low cash balance and working capital deficit raised substantial doubt about the ability to continue as a going concern as of December 31, 2022, which underscores the urgency of this financing activity. Finance: draft 13-week cash view by Friday.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Key Resources

You're looking at the core assets that Northern Star Investment Corp. II (NSTB) relies on to execute its mandate as a publicly traded shell entity, especially after its trust liquidation event.

The most critical tangible resource is the corporate shell itself, which allows for a potential future business combination. This entity maintains a specific structure in the public markets.

Resource Component	Metric/Detail	Value/Status
Publicly Traded Shell Entity	Shares Outstanding	11.62M
Cash Position (Post-Liquidation Context)	Cash and Cash Equivalents	Approximately $64.61K
Financing Potential	Outstanding Warrants Structure	One-fifth (1/5) of a warrant remained outstanding per unit component following the trust distribution event
Human Capital	Key Management Team	Led by figures including Joanna Coles and Jonathan Ledecky

The management team's expertise in Mergers and Acquisitions (M&A) and operating public companies is a necessary intangible resource, especially given the company's current status as a shell trading on the OTC Pink market following its NYSE American delisting proceedings.

The outstanding warrants represent a potential future financing component, though their value and exercise terms are tied to any subsequent transaction. Here's a quick look at the structure of the warrants relative to the shares:

• The management team's expertise in M&A and public company operations is key for identifying and closing a business combination.
• The publicly traded shell entity itself provides the listing vehicle, with 11.62M shares outstanding as reported in the latest available balance sheet data.
• Outstanding warrants offer a potential future financing component, stemming from the original unit structure where one-fifth of a warrant was retained per share.
• Remaining cash and cash equivalents, which were approximately $64.61K on the balance sheet, represent the immediate operational liquidity available.

To be fair, that cash balance of $64.61K is quite thin for executing a major transaction, meaning any deal will almost certainly require a significant new financing component, likely involving the warrants or a new PIPE (Private Investment in Public Equity).

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Value Propositions

You're looking at the value proposition of Northern Star Investment Corp. II (NSTB) as a public shell in late 2025. The core offering has shifted significantly since its initial public offering in January 2021 at $10.00 per unit.

Providing a faster, less complex path to a public listing than a traditional IPO.

• The current structure, trading on the OTC Pink sheets under ticker NSTB, represents a path to public status without the full process of a traditional Initial Public Offering (IPO).
• The company, incorporated in 2020, now functions solely as a vehicle to offer a public listing, having liquidated its trust in January 2024.

Offering a public listing on the OTC Pink sheets, with potential for a future up-listing.

The current trading venue is the OTC Pink sheets, with the stock price hovering around $0.01 as of November 2025, a stark contrast to the $10.48 per share trust value distributed in January 2024. The market capitalization is reported as approximately $1.2K in November 2025.

Listing Metric	Value/Status (Late 2025)
Initial IPO Price Per Unit (Jan 2021)	$10.00
Trust Liquidation Value Per Share (Jan 2024)	$10.48
Current Trading Exchange	OTCMKTS (Pink Sheets)
Approximate Current Stock Price	$0.01

Access to the capital structure (shares/warrants) for the target company's shareholders.

The value proposition includes the existing share base and warrants, which provide a ready-made public float for a merger target. The structure retains shares and warrants, though the warrants are a fraction of the original offering.

• Original warrant exercisable price: $11.50 per share.
• Number of public shares remaining post-liquidation: 1,620,989 shares.
• The structure no longer has trust value attached, meaning the capital structure is purely the equity base of the shell itself.

Sponsor's brand and network to enhance the target's credibility.

The team associated with Northern Star Investment Corp. II, including President and COO Jonathan Ledecky and Chairperson Joanna Coles, provides the network. The original SPAC aimed for targets in beauty, wellness, self-care, and e-commerce sectors. The sponsor team previously arranged a $200 million PIPE for a prior transaction.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Customer Relationships

You're looking at the customer relationships for Northern Star Investment Corp. II (NSTB) in late 2025, and the picture is unique because the company is operating as a post-liquidation shell, meaning its primary 'customers' are now its residual shareholders and potential acquisition targets.

High-touch, direct negotiation with the private company's management team

This relationship segment is entirely forward-looking, centered on the management team, led by sponsors including Jonathan Ledecky, identifying and negotiating a business combination. The high-touch aspect involves direct engagement with the management of a private entity that Northern Star Investment Corp. II (NSTB) intends to merge with or acquire. This is not about servicing existing customers, but securing the future business relationship that will define the company's next operating phase. The success metric here is the consummation of a transaction, which has been the focus since the January 25, 2024, announcement regarding the liquidation of the initial trust account.

Investor relations for the existing, residual public shareholders

For the shareholders who retained their Class A Common Stock after the initial liquidation distribution, the relationship is one of expectation management. These are the residual public shareholders who chose to keep their equity stake, hoping for a future transaction. As of the January 2024 liquidation, there were 1,620,989 outstanding Public Shares. The relationship is maintained to keep these holders engaged until a definitive agreement is announced or the corporate existence is dissolved. The company's trading status on the OTCMKTS exchange reflects this post-SPAC, pre-acquisition reality.

Here are some key figures related to the residual shareholder base and market perception:

Metric	Value (as of latest reported data)	Context
Initial Public Shares Retained	1,620,989	Shares outstanding following January 2024 trust liquidation.
Initial Liquidation Distribution Per Share	Approximately $10.48	Amount distributed per Public Share from the trust account in January 2024.
Implied Market Valuation (Peer Estimate)	US$116.21k	Estimated valuation figure from a December 2025 peer comparison.
Reported P/E (Static)	0.04 or 0.000	Reported earnings multiples, reflecting minimal or no current operating revenue.

The relationship management here is about maintaining a shareholder base large enough and engaged enough to support a future capital raise or transaction structure. If onboarding takes too long, shareholder apathy, which is a real risk for shell companies, definitely rises.

Formal, regulated communication via SEC filings and press releases

The formal communication channel is strictly governed by the Securities and Exchange Commission (SEC) requirements for a publicly reporting entity, even as a shell trading on OTC Pink. This communication is designed to satisfy regulatory mandates and inform the market about material corporate events.

The required communications include:

• Filing of Form 8-K for current material events.
• Issuance of Press Releases for significant announcements, such as a Letter of Intent or a definitive merger agreement.
• Filing of Annual Reports (10-K) and Quarterly Reports (10-Q), if still required post-SPAC de-listing/re-registration.

For instance, the company previously issued a press release on January 25, 2024, detailing the trust liquidation and the determination to continue corporate existence. The firm's address of principal executive offices was listed c/o Graubard Miller in New York, NY, in a February 25, 2021, Form 8-K. This formal channel is the backbone of transparency for the remaining public float.

Finance: draft 13-week cash view by Friday.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Channels

You're looking at the channels for Northern Star Investment Corp. II (NSTB) now that it's operating as an unorthodox shell after liquidating its SPAC trust. The primary channel is no longer the trust cash but the public listing vehicle itself, which needs to be combined with new financing, like a PIPE (Private Investment in Public Equity).

The structure of the shell dictates the outreach focus. The team, led by Joanna Coles and Jonathan Ledecky, is now offering a direct path to the public markets, which is a distinct channel proposition compared to its initial focus on targets in the beauty, wellness, self-care, fashion, e-commerce, subscription, and digital-media sectors following its January 2021 IPO. The company previously announced a deal with Apex Fintech Solutions, which had a struck valuation of approximately $4.7 billion before termination.

Direct outreach and networking by the sponsor team to private company CEOs.

• The sponsor team's channel is now focused on private companies seeking a public listing without a traditional SPAC trust to back the deal.
• The team's history includes discussions with a target as early as December 2020, prior to its January 2021 IPO.
• The company agreed to pay a $1.5 million penalty to the SEC related to prior disclosure issues, a financial factor that could be discussed during CEO engagement.

Investment bank and M&A advisory firm introductions.

Introduction Source	Historical Context/Metric	Relevance to Current Channel
Investment Banks	Citigroup Global Markets Inc. acted as the sole book running manager for the January 2021 IPO.	Banks familiar with the team and the shell structure are a key source for introductions to private companies needing a listing.
M&A Advisors	The terminated deal with Apex Fintech involved discussions around valuation and potential PIPE transactions.	Advisors familiar with the shell's structure and its ability to facilitate a transaction are crucial for deal flow.

OTC Markets Group (OTCMKTS) for public trading of the shell stock.

This is the current venue for the public security, which is the core asset being offered to a merger partner. The transition from the NYSE American to the OTC Pink sheets is the defining feature of this channel as of early 2024.

• The company announced it would continue corporate existence to trade on the OTC Pink following trust liquidation.
• At the time of the trust liquidation distribution in January 2024, there were 1,620,989 public shares.
• More recent trading data shows approximately 11.62M shares outstanding and a last price near $0.01 on the OTCMKTS.
• The liquidation distribution to shareholders was approximately $10.48 per share from the trust.

The ability to trade on the OTC Pink until a deal is completed is the primary offering to a potential merger target. Finance: draft a memo by next Tuesday detailing the current shareholder base's liquidity profile based on the 11.62M shares outstanding.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Customer Segments

You're looking at the customer segments for Northern Star Investment Corp. II (NSTB) as of late 2025, which is a unique situation since the company has already liquidated its SPAC trust and is operating as a corporate shell. This means the primary customer base has shifted from traditional SPAC investors to companies looking for a listing vehicle and the residual shareholders who decided to stick around.

The initial focus for Northern Star Investment Corp. II, when it was an active SPAC, was quite specific, which informs the type of private company it still seeks to acquire now as a shell.

• Beauty, wellness, and self-care sectors.
• Fashion and e-commerce.
• Subscription and digital-media businesses.

The core value proposition now is providing a public listing venue, not the trust cash, so the target companies are those that value a streamlined path to the public markets, even if it's currently on the OTC Pink sheets.

The second key segment is the group of existing public shareholders who retained their equity following the trust distribution event announced in January 2024. These are the holders who opted not to redeem their shares for cash, betting on the management team to secure a future business combination. The mechanics of that distribution are concrete financial data points you need to track.

Here's the quick math on the residual shareholder base following the trust liquidation decision:

Metric	Value	Context/Date
Trust Distribution Amount Per Share	$10.48	Pro rata distribution amount per public share upon trust liquidation (Jan 2024 announcement).
Shares Subject to Distribution	1,620,989	Number of remaining public shares at the time of the trust liquidation announcement (Jan 2024).
Original IPO Gross Proceeds	$350,000,000	Total raised from the January 2021 Initial Public Offering.
Share Price (as of Jan 13, 2025)	$0.00	Reported share price on the NYSE/OTCMKTS as of early 2025.

What this estimate hides is the exact number of those 1,620,989 shares that were actually retained by public holders versus those that were redeemed before the final distribution, but the segment is defined by those who chose to retain their shares for the potential future transaction.

Finally, the third segment comprises institutional and accredited investors who would participate in any subsequent capital raise, typically a Private Investment in Public Equity (PIPE) transaction, necessary to support a future merger. While NSTB is now a shell, the team's prior experience signals the profile of investors they will target for a new deal. The team previously secured a significant financing round for a different transaction, which gives you a benchmark for the scale of capital they can attract from this group.

• Accredited investors interested in pre-deal or post-deal financing.
• Institutional funds capable of participating in a PIPE.

For context on the scale, the Northern Star team previously assembled a $200 million PIPE for its 2020 combination with BarkBox, so you should expect this segment to consist of sophisticated investors comfortable with the risk profile of a shell company seeking a de-SPAC target in the current market.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Cost Structure

You're looking at the cost base for Northern Star Investment Corp. II (NSTB) now that it operates as a public shell, which is fundamentally different from its SPAC days. The primary cost drivers shift from deal-sourcing and roadshow expenses to basic compliance and administrative overhead to maintain its public listing on the OTC Pink sheets.

The potential $1.5 million SEC penalty, levied in connection with prior IPO disclosures, is a contingent liability that was avoided. Northern Star Investment Corp. II agreed to this penalty only if it closed a merger transaction; by electing to liquidate its trust account and return funds to shareholders before the April 30, 2024, deadline, the company successfully forwent this payment. This means the $1,500,000 amount is not a current expected cost.

General and administrative expenses for maintaining the public shell status are driven by a lean operational structure. As of the last reported data, Northern Star Investment Corp. II lists only 3 employees, which suggests minimal salary and overhead costs compared to an active operating company.

Legal and audit fees for SEC compliance remain a necessary, recurring cost, even for a shell. While specific 2025 figures aren't public, these costs cover the annual reporting requirements (e.g., 10-K, 10-Q filings) necessary to remain quoted on an exchange. The prior merger attempt with Apex Clearing Holdings, which involved extensive Form S-4 filings, highlights the significant, non-recurring legal expense associated with transaction due diligence, which is now a sunk cost.

Directors' and officers' liability insurance premiums are a fixed cost of governance. While the general D&O market in 2025 is anticipated to be flat for stable risk profiles following prior premium reductions, the premium amount for Northern Star Investment Corp. II itself is not publicly itemized in the latest available data. However, the company must maintain this coverage to protect its board members, including President and Chief Operating Officer Jonathan J. Ledecky and Chief Financial Officer James H.R. Brady.

Here's a quick look at the concrete figures associated with the entity's structure and past financial events that shape its current cost environment:

Cost/Financial Item	Associated Value/Status	Context/Date Reference
Potential SEC Penalty	$1,500,000 (Avoided)	Contingent upon merger closing; avoided by liquidation in early 2024.
Employee Count	3	Current operational overhead proxy.
Trust Distribution Per Share	$10.48 per Public Share	Amount distributed to shareholders upon liquidation in January 2024.
SEC Settlement Date	January 25, 2024	Date of settlement for misleading IPO disclosures.
D&O Premium Trend (General Market)	Anticipated Flat Rate	General market outlook for stable risk profiles in 2025.

The ongoing costs for maintaining the shell status primarily revolve around mandatory filings and D&O insurance. You should expect the legal and audit fees to be significantly lower than when the company was actively pursuing a de-SPAC transaction, which previously required multiple amendments to Form S-4 filings.

• General administrative overhead is minimized due to only 3 personnel.
• Legal and audit fees are strictly for maintaining public shell status compliance.
• Directors' and officers' liability insurance is a necessary, non-discretionary expense.
• The $1.5 million SEC penalty is a non-cost due to the liquidation decision.

Finance: draft a projected 12-month administrative budget based on the 3-person headcount and estimated annual SEC filing costs by next Tuesday.

Northern Star Investment Corp. II (NSTB) - Canvas Business Model: Revenue Streams

You're looking at the revenue streams for Northern Star Investment Corp. II (NSTB) as of late 2025, and honestly, the picture is defined by what it isn't generating right now, given its status as a post-liquidation shell entity.

No current operating revenue, as it is a blank check shell company. As of December 31, 2022, Northern Star Investment Corp. II had not commenced any operations, and all activity related to its initial public offering (IPO) and the search for a business combination. The company will not generate any operating revenues until after the completion of a business combination, at the earliest.

The entity took the unusual step in January 2024 to liquidate its trust account, distributing approximately $10.48 per Public Share to holders of the then-outstanding 1,620,989 Public Shares. This distribution removed the primary source of capital that typically funds a SPAC transaction.

The potential revenue streams now pivot entirely on a future, yet-to-be-announced transaction, or the exercise of existing securities:

• Future revenue from the issuance of new shares to the acquired operating business.
• Potential sponsor promote value realized upon successful de-SPAC transaction.
• Proceeds from the exercise of outstanding public and one-fifth warrants post-merger.

The warrants are a concrete, existing financial instrument that could generate proceeds upon exercise, should a new transaction occur. Each whole Warrant is exercisable for one Public Share at an exercise price of $11.50. The warrants remained outstanding following the trust liquidation.

Here's a quick look at the key figures defining the potential for future capital infusion, which would underpin any new revenue-generating activity:

Revenue Component/Metric	Associated Value/Status	Context/Notes
Operating Revenue (Current)	$0.00	As a shell company post-liquidation, no operating revenue is generated.
Trust Liquidation Distribution Value (Per Share)	$10.48	Amount distributed per Public Share from the trust account in January 2024.
Warrant Exercise Price	$11.50	The price at which a holder can exercise one whole Warrant for one Public Share.
Outstanding Public Shares (Pre-Liquidation)	1,620,989	Number of Public Shares outstanding before the trust distribution.
Warrant Coverage Ratio	One-fifth (1/5)	Each Unit from the IPO included one-fifth of one redeemable warrant.
Sponsor Promote Value	Not Quantified/Realized	This value is contingent on a successful merger, which has not occurred post-liquidation.

To be fair, the sponsor, officers, and directors waived any right they may have had to the trust Distribution in respect of their pre-IPO shares. This means any future sponsor promote would need to be negotiated entirely separately in a new business combination structure, likely involving a new PIPE (Private Investment in Public Equity) or similar financing, as the company is no longer subject to standard SPAC rules.

The ability to generate revenue from warrant exercise depends on the number of warrants that remain outstanding and are actually exercised at the $11.50 strike price. The structure means that for every five warrants, one share can be purchased for $11.50, adding capital to the shell entity to fund a potential future deal. Finance: draft a sensitivity analysis on potential warrant proceeds based on various post-merger share prices by next Tuesday.