ANAC / Arctos NorthStar Acquisition Corp - Class A - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40092 ARCTOS NORTHSTAR ACQUISITION CORP. (Exact name of registra

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 17, 2023, pursuant to the provisions of Rule 12d2-2 (a).

ANAC / Arctos NorthStar Acquisition C Class A Ordinary Shares / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 anac20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ARCTOS NORTHSTAR ACQUISITION CORPORATION (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G0477L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che

ANAC / Arctos NorthStar Acquisition C Class A Ordinary Shares / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 sc13garctosnorthstar.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Arctos Northstar Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G0477L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this

Arctos NorthStar Acquisition Corp. Announces Redemption of Class A Ordinary Shares

Exhibit 99.1 Arctos NorthStar Acquisition Corp. Announces Redemption of Class A Ordinary Shares Dallas, Texas, February 10, 2023—Arctos NorthStar Acquisition Corp. (NYSE: ANAC) (the “Company”) today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding Class A ordinary shares (the “Class A Shares”), effective as of February 27, 2023, because the Compan

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 ARCTOS NORTHSTAR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40092 98-1563556 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARCTOS NORTHSTAR ACQUISITION COR

Promissory Note, dated as of September 26, 2022, between the Registrant and Arctos Sports Partners Fund I, LP.

Exhibit 10.1 Execution Version PROMISSORY NOTE $200,000.00 As of September 26, 2022 Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (?Maker?), promises to pay to the order of Arctos NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (together with its successors and assigns, ?Payee?), the principal sum of TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($200,00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARCTOS NORTHSTAR ACQUISITION CORP. (E

Promissory Note, dated as of May 11, 2022, between the Registrant and the Sponsor.

Exhibit 10.1 PROMISSORY NOTE $350,000.00 As of May 11, 2022 Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the ?Maker?), promises to pay to the order of Arctos NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (together with its successors and assigns, the ?Payee?), the principal sum of THREE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($350,000.00) in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARCTOS NORTHSTAR ACQUISITION CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? 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: 001-40092

Description of Registrant’s Securities.*

Exhibit 4.5 Description of Securities Registered Pursuant to Section 12, of the Securities Exchange Act of 1934, as Amended The following description sets forth certain material terms and provisions of the securities of Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (?we?, ?us?, ?our,? ?company? or ?our company?), that are registered under Section 12 of the Securities Exchan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For th e quarterly period ended September 30, 2021 OR ☐ TRAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For th e quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARCTOS NORTHS

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 Arctos NorthStar Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40092 98-1563556 (State or o

ARCTOS NORTHSTAR ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (as Restated) F-3 Notes to Financial Statement (as Restated) F-4

Exhibit 99.1 ARCTOS NORTHSTAR ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (as Restated) F-3 Notes to Financial Statement (as Restated) F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Arctos NorthStar Acquisition Corp. Opinion on the Financial Statement We have

ANAC / Arctos NorthStar Acquisition C Class A Ordinary Shares / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ARCTOS NORTHSTAR ACQUISITION CORP. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G0477L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

POWER OF ATTORNEY FOR SECTION 13 REPORTING OBLIGATIONS February 11, 2022

POWER OF ATTORNEY FOR SECTION 13 REPORTING OBLIGATIONS February 11, 2022 KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints John Vedro, signing singly, as the undersigned?s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (i) execute for and on behalf of the undersigned, in the undersigned?s capacity as a director, officer or beneficial owner of shares of common stock of Arctos Northstar Acquisition Corp.

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, par value $0.

POWER OF ATTORNEY FOR SECTION 13 REPORTING OBLIGATIONS February 11, 2022

POWER OF ATTORNEY FOR SECTION 13 REPORTING OBLIGATIONS February 11, 2022 KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints John Vedro, signing singly, as the undersigned?s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (i) execute for and on behalf of the undersigned, in the undersigned?s capacity as a director, officer or beneficial owner of shares of common stock of Arctos Northstar Acquisition Corp.

ANAC / Arctos NorthStar Acquisition C Class A Ordinary Shares / ARCTOS NORTHSTAR ACQUISITION HOLDINGS, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Arctos NorthStar Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $ 0.0001 per share (Title of Class of Securities) G0477L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropria

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 ARCTOS NORTHSTAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40092 98-1563556 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ARCTOS NORTHSTAR ACQUISITION CORP. (

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 ARCTOS NORTHSTAR ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40092 98-1563556 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-40092 SEC FILE NUMBER G0477L 100 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

Arctos NorthStar Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing April 15, 2021

Exhibit 99.1 Arctos NorthStar Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing April 15, 2021 Dallas, Texas and New York, New York, April 14, 2021?Arctos NorthStar Acquisition Corporation (NYSE: ANAC.U) (the ?Company?) announced that, commencing April 15, 2021, holders of the units sold in the Company?s initial public offering of 31,625,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2021 ARCTOS NORTHSTAR ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40092 98-1563556 (State or other jurisdiction

ARCTOS NORTHSTAR ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4

Exhibit 99.1 ARCTOS NORTHSTAR ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Arctos NorthStar Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying bal

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 Arctos NorthStar Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40092 98-1563556 (State or other jurisdiction of

Private Placement Warrants Purchase Agreement between the Company and the Sponsor

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of February 22, 2021, is entered into by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Arctos NorthStar Acquisition Hol

Letter Agreement among the Company, the Sponsor and the Company’s officers and directors

Exhibit 10.1 February 22, 2021 Arctos NorthStar Acquisition Corp. 2021 McKinney Avenue, #200 Dallas, Texas 75201 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company

Underwriting Agreement between the Company and Citigroup Global Markets Inc.

EX-1.1 2 d105820dex11.htm EX-1.1 Exhibit 1.1 Execution Version Arctos NorthStar Acquisition Corp. 27,500,000 Units1 UNDERWRITING AGREEMENT New York, New York February 22, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Arctos NorthStar Acquisition Co

Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 22, 2021 by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S

A Forward Purchase Agreement between the Company and Arctos Sports Partners Fund I, LP

Exhibit 10.6 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of February 22, 2021, by and between Arctos NorthStar Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (the ?Company?), and Arctos Sports Partners Fund I, LP, a Delaware limited partnership (the ?Purchaser?). Recitals WHEREAS, the Company was incor

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARCTOS NORTHSTAR ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 Arctos NorthStar Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40092 98-1563556 (State or other jurisdiction of

Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain Directors

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of February 22, 2021, is made and entered into by and among Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Arctos NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersig

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT ARCTOS NORTHSTAR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 22, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated February 22, 2021, is by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (i

Administrative Services Agreement between the Company and the Sponsor

Exhibit 10.5 ADMINISTRATIVE SERVICES AGREEMENT February 22, 2021 Arctos NorthStar Acquisition Corp. 2021 McKinney Avenue, #200 Dallas,Texas 75201 Ladies and Gentlemen: This administrative services agreement (this ?Agreement?) will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public o

$275,000,000 Arctos NorthStar Acquisition Corp. 27,500,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252787 PROSPECTUS $275,000,000 Arctos NorthStar Acquisition Corp. 27,500,000 Units Arctos NorthStar Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinatio

- 8-A12B

8-A12B 1 d16963d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Arctos NorthStar Acquisition Corp. (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1563556 (State of incorporation or organization) (I.R.S.

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 16, 2021 under the Securities Act of 1933, as amended. No. 333-252787 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arctos NorthStar Acquisition Corp. (Exact name of registrant as specified in its chart

Consent of Meredith McPherron.

EX-99.3 23 d58094dex993.htm EX-99.3 Exhibit 99.3 CONSENT OF MEREDITH MCPHERRON Arctos NorthStar Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersi

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

EX-10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), Arctos NorthStar Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersig

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

EX-10.8 Exhibit 10.8 [•], 2021 Arctos NorthStar Acquisition Corp. 2021 McKinney Avenue, #200 Dallas, Texas 75201 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company

Consent of Tomago Collins.

EX-99.2 Exhibit 99.2 CONSENT OF TOMAGO COLLINS Arctos NorthStar Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being na

Form of Second Amended and Restated Memorandum and Articles of Association.

EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ARCTOS NORTHSTAR ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

Amended and Restated Memorandum and Articles of Association.

EX-3.1 Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Arctos Northstar Acquisition Corp. (ROC #366848) (the “Company”) TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 15 October 2020, the following special resolutions were passed: THAT the name of the Company is changed from “Arctos Northstar Acqui

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 Arctos NorthStar Acquisition Corp. 27,500,000 Units1 UNDERWRITING AGREEMENT New York, New York [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company

Promissory Note, dated as of December 16, 2020, between the Registrant and the Sponsor.

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Specimen Warrant Certificate.

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Arctos NorthStar Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) (the

Registration Statement - S-1

S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 5, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arctos NorthStar Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 677

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Arctos NorthStar Acquisition Corp. CUSIP [•] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ord

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Arctos NorthStar Acquisition Holdings, L

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT ARCTOS NORTHSTAR ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such ca

Form of Forward Purchase Agreement between the Registrant and an affiliate of the Sponsor.

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of February [•], 2021, by and between Arctos NorthStar Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company (the “Company”), and [], a [] (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exc

Form of Indemnity Agreement.

EX-10.4 Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Arctos NorthStar Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 ADMINISTRATIVE SERVICES AGREEMENT [•], 2021 Arctos NorthStar Acquisition Corp. 2021 McKinney Avenue, #200 Dallas,Texas 75201 Ladies and Gentlemen: This administrative services agreement (this “Agreement”) will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering

Consent of Xavier Gutierrez.

EX-99.1 Exhibit 99.1 CONSENT OF XAVIER A. GUTIERREZ Arctos NorthStar Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei

Securities Subscription Agreement, dated December 16, 2020, between the Registrant and the Sponsor.

EX-10.7 Exhibit 10.7 Arctos NorthStar Acquisition Corp. 2021 McKinney Avenue, #200 Dallas, Texas 75201 December 16, 2020 Arctos NorthStar Acquisition Holdings, LLC 2021 McKinney Avenue, #200 Dallas, Texas 75201 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on December 16, 2020 by and between Arctos NorthStar Acquisition Holdings, LLC, a Delaware

Consent of Jared Smith.

EX-99.4 Exhibit 99.4 CONSENT OF JARED SMITH Arctos NorthStar Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named

Specimen Class A Ordinary Share Certificate.

EX-4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES ARCTOS NORTHSTAR ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF ARCTOS NORTHSTAR ACQUISITION CORP. (THE

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DRS Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on January 15, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-