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8-K - 8-K - Northern Star Investment Corp. II | d147232d8k.htm |
Exhibit 99.1
Filed under Rule 425
under the Securities Act of 1933, as amended
and deemed filed under Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Filing by: Northern Star Investment Corp. II
Subject Company: Northern Star Investment Corp. II
File No. 001-39929
The following is a transcript of Bloomberg TVs interview of William Capuzzi, the Chief Executive Officer of Apex.
Bill Capuzzi, Bloomberg Interview
3/11/2021
Host #1 (00:06):
Joining us now, Bill Capuzzi, CEO of Apex Clearing, which recently went public via SPAC. Apex was also an early partner with Robinhood on clearing. And is the clearinghouse for Webull as well? I believe so, Bill. Great to have you give us your thoughts on the realistic path to a T plus one, and then maybe eventually real-time settlement.
Bill Capuzzi (00:26):
Yeah. Thanks. First of all, thanks for having me on, before we get into that. One of the things I did want to just explain is what is Apex, right? So we are the FinTech for FinTechs. The focus for the firm is to provide a platform. You mentioned Webull, folks like Ally, SoFi, that sit on top of us and use Apex as its sort of platform to provide an investment solution. And we have roughly a little over 200 clients on Apex platform. We support about 15 million end customers. And so to the point about the settlement cycle, I couldnt agree with Vlad more in that if you think about a trade done today for a retail customer, right, that trade does not settle until Monday, right? So T plus two, thats the way that the settlement cycle works today and thats, those are the greatest financial system in the world, and the best we can do as an industry is settle trades T plus two.
Host #2:
Well, I mean, there seems to be a little bit of progress there, Bill, and I mean, when youre talking about I guess individual stocks, particularly on a smaller scale like this, going to same day settlement makes a lot of sense. There has been some concern here about when you fold and options and some of these more complex instruments here, you do need that time to make sure that everythings copacetic and nobodys getting ripped off here. How do you make sure as Apex, how do you make sure that whatever settlement were at here, that when you have the two parties on these trades, that theyre both getting the deal that they thought they were getting?
Bill Capuzzi:
Yeah, look, thats a great question. And, and, you know, first of all, Id say is, you know, the, the focus for Apex again is around real time, right? Removing all the friction from the system. And so that settlement cycle today, you talked about options, equities, think about the way a cryptocurrency executes in clears today, its real time. So there is precedent out there when you think about cryptocurrency and its a safe, secure function by which people execute and hold crypto currencies today, the same concept could hold true for an equity or an option. You know, the challenge that we have from an industry standpoint
is the industry, right? When you think about big banks that are out there today, theyre sitting on old infrastructure, right? Its a batch system. And so, yeah, theres, there needs to be time to make sure things match up and pair up. But the biggest challenge that the industry has as it relates to getting to a more real-time world is more around the aging infrastructure of, of how these big banks work today.
Host #3 (03:03):
Bill, lets talk about, as the companies that you service, you bring infrastructure tothe startups that then grow, how do you see them through their life cycle? Because as we just mentioned, when we introduced you, you had a close relationship you were there with Robinhood at the start and then Robinhood had decided to get in house clearing. What happens when these companies hit that sort of scale and size? Is it always that theyll go and take that what you provide in house?
Bill Capuzzi (03:27):
Well, look, one thing is, Id say if Vlad was sitting next to me today, one thing, the first thing hed say is there would be no Robinhood today without Apex. And then the second thing he would say is what Apex does is really complicated, right? He took this on himself and had some challenges as it relates to it. And thats why theres a perfect marriage between us and our clients, right? So it takes somebody like a Stash. Their focus is on how to provide an amazing experience to the end customer. Our job is to effectively make that come to life right behind the scenes and, you know, take care of all the rules and the regulations. And the, and we talked about settlement cycles and open accounts in seconds with no paperwork, make the process incredibly efficient, allow them to focus on creating a great experience for the end customer and let us take care of all the things behind the scenes
Host #1 (04:23):
Bill. It was interesting. Weve had a lot of conversations with Robinhood with Webull. And Im curious if you can give us some insight into the conversations you were having with market participants in the height of the retail frenzy. When you know, those platforms said that they didnt want to stop trading, but their hands were tied because the clearing house had raised their margin requirements. Can you just talk to us about how much those requirements were raised? And if there was any point that you were really worried about systemic risk in the system?
Bill Capuzzi (04:54):
Yeah. So lets start with systemic risks in the system, for sure. Right. So, you know, youd go back to that day and you looked out at the major players out there, Schwab interactive brokers, like you said, Robin hood, and there was pausing. people didnt understand what was happening and, you know, to give you some perspective, Ive been in this business, in the FinTech world, in and around custody and clearing for over 25 years, it was an anomalous thing what was happening. And its complicated because youre talking about the bowels of our industry. And you had names that had margin requirements that were in excess of the value of the stock. Right? So think about this. You had a margin requirement from DTCC. If you owned a hundred dollars worth of GME that day, the margin requirement that was imposed upon the clearing firms was in excess of that amount and pretty anomalous situation. Even if we go back to March and April of last year, tons of volatility in the market, you didnt see this type of activity, which was specific names that GME, AMC costs that were really driving some really unusual, very unique activity in the market.
Host #3 (06:19):
Talking about activity in the market. Just lastly, we got to ask you about the SPAC that youre currently undergoing. Why go that route, do you think its still the best route to go public?
Bill Capuzzi (06:28):
Yeah, look, you know, this is about us. We continue to grow as a company and there is so much opportunity for us. We, you know, you guys saw the news about Walmart getting into the investing side of things. Theres just an incredible amount of opportunity to continue to democratize investing and for us, right? Were, were all about efficiency. Were all about removing friction. The process by which a SPAC process was just a great opportunity for us to go from, start to finish as efficiently as possible. And so our expectation is well IPO sometime, hopefully towards the end of may.
Host #2 (07:09):
All right. Well, we wish you the best of luck and we really appreciate you taking time to be with us, Bill. Thats, Bill Capuzzi, Apex Clearings CEO. A lot more to come as we count you down to the close.
*******
Forward-Looking Statements
Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as believe, may, will, estimate, continue, anticipate, intend, expect, should, would, plan, predict, potential, seem, seek, future, outlook, and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, (1) statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; (2) references with respect to the anticipated benefits of the proposed business combination and the projected future financial performance of Apex and Apexs operating companies following the proposed business combination; (3) changes in the market for Apexs services, and expansion plans and opportunities; (4) anticipated client retention; (5) the sources and uses of cash of the proposed business combination; (6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed business combination; and (7) expectations related to the terms and timing of the proposed business combination.
These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Apexs management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Apex. These forward-looking statements are subject to a number of risks and uncertainties, including: changes in domestic and foreign business, market, financial, political, regulatory and legal conditions; the inability of the parties to successfully or timely consummate the merger, including the risk that any required stockholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the merger is not obtained; failure to realize the anticipated benefits of the merger; risks relating to the uncertainty of the projected financial information with respect to the Apex; Apexs ability to successfully
expand and/or retain its product and service offerings; competition; the uncertain effects of the COVID-19 pandemic; and those factors discussed in documents of Northern Star filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Northern Star nor Apex presently know or that Northern Star and Apex currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward looking statements reflect Northern Stars and Apexs expectations, plans or forecasts of future events and views as of the date of this communication. Northern Star and Apex anticipate that subsequent events and developments will cause Northern Stars and Apexs assessments to change. However, while Northern Star and Apex may elect to update these forward-looking statements at some point in the future, Northern Star and Apex specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Northern Stars and Apexs assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering in an investment in Northern Star and is not intended to form the basis of an investment decision in Northern Star. All subsequent written and oral forward-looking statements concerning Northern Star and Apex, the proposed transactions or other matters and attributable to Northern Star and Apex or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Important Information for Investors and Stockholders
In connection with the proposed business combination, Northern Star will file a registration statement on Form S-4, including a proxy statement and prospectus, with the SEC. Additionally, Northern Star will file other relevant materials with the SEC in connection with the business combination. Copies may be Northern Star Investment Corp. II, c/o Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New York 10174. Security holders of Northern Star are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties thereto.
Participants in the Solicitation
Northern Star and Apex and their respective directors, managers and executive officers, under SEC rules, may be deemed participants in the solicitation of proxies of Northern Stars stockholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Northern Stars executive officers and directors in the solicitation by reading Northern Stars filings with the SEC, including its final prospectus dated January 25, 2021 filed with the SEC on January 27, 2021. Information concerning the interests of persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Northern Stars stockholders in connection with the proposed business combination will be set forth in the registration statement for the proposed business combination that Northern Star intends to file with the SEC, which will include a proxy statement and prospectus. Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.