UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
c/o Graubard Miller
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 8.01. Other Events.
As previously reported, on March 26, 2024, Northern Star Investment Corp. III (the “Company”) held a special meeting of stockholders at which stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to remove the provisions applicable to special purpose acquisition companies so that the Company can continue its corporate existence in an effort to ultimately acquire a business or entity. The amendment also allowed holders of the Company’s shares of Class A common stock sold in the Company’s initial public offering (the “Public Shares”) to retain such shares following the final distribution of the funds held in the Company’s trust account so that such holders could be able to participate in a transaction that the Company may potentially enter into in the future. The final distribution from the Company’s trust account will be made to holders of record of the Public Shares on April 10, 2024 (the “Record Date”). The distribution amount will be approximately $10.605 per Public Share and is expected to be paid on or about April 12, 2024. The Public Shares will remain outstanding following the distribution and will continue to trade on the OTC Pink. Anyone that is not a holder of record on the Record Date will not receive the distribution.
Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the ability of the Company to have its securities listed on another securities exchange and the risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 5, 2024 | NORTHERN STAR INVESTMENT CORP. III | |
| By: | /s/ Jonathan Ledecky | |
| Jonathan Ledecky | ||
| Chief Operating Officer | ||
2
Cover |
Apr. 05, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 05, 2024 |
| Entity File Number | 001-40134 |
| Entity Registrant Name | NORTHERN STAR INVESTMENT CORP. III |
| Entity Central Index Key | 0001835817 |
| Entity Tax Identification Number | 85-4136140 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | The Chrysler Building |
| Entity Address, Address Line Two | 405 Lexington Avenue |
| Entity Address, Address Line Three | 44th Floor |
| 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 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |