0001835817 false 0001835817 2023-09-06 2023-09-06 0001835817 NSTC:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnesixthofOneRedeemableWarrantMember 2023-09-06 2023-09-06 0001835817 NSTC:ClassCommonStockParValue0.0001PerShareMember 2023-09-06 2023-09-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): September 6, 2023

 

NORTHERN STAR INVESTMENT CORP. III

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-40134   85-4136140

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44th Floor

New York, NY 10174

(Address of Principal Executive Offices) (Zip Code)

 

(212) 818-8800

(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: 

 

Title of Each Class   Trading Symbol(s)  

Name of each exchange

on which registered

Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant   NSTC.U   The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share   NSTC   The New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act:

 

Title of Each Class   Trading Symbol(s)  

Name of each exchange

on which registered

Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share   NSTTW   OTC

 

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

 

On September 6, 2023, Northern Star Investment Corp. III (the “Company”) received a written notice (the “Notice”) from the staff of NYSE Regulation (the “Staff”) of the New York Stock Exchange (“NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s Class A Common Stock and units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant (the “Units”), each warrant exercisable for one share of Class A Common Stock of the Company (the “Warrants”), from the NYSE. The Notice indicated that the Staff reached its decision to delist the Company’s securities pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Staff determined that the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000.

 

The Company has a right to a review of the Staff’s determination by a Committee of the Board of Directors of the NYSE. The Company has until September 20, 2023 to determine whether or not to request such a review of the determination. Application to the Securities and Exchange Commission to delist the Company’s Class A Common Stock and Units is pending, subject to the completion of all applicable procedures, including any appeal by the Company of the Staff’s decision.

 

Trading in the Class A Common Stock and Units on the NYSE has been suspended as of the date of the Notice. Effective as of September 7, 2023, the Class A Common Stock and Units may be quoted and traded in the over-the-counter (“OTC”) market under the ticker symbols “NSTC” and “NSTC.U,” respectively.

 

1

 

 

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: September 12, 2023 NORTHERN STAR INVESTMENT CORP. III
     
  By: /s/ Jonathan Ledecky
    Jonathan Ledecky
    Chief Operating Officer

 

 

2

 

 

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Cover
Sep. 06, 2023
Document Type 8-K
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Document Period End Date Sep. 06, 2023
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
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Pre-commencement Issuer Tender Offer false
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Security Exchange Name NYSE
Class A Common Stock, par value $0.0001 per share  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share
Trading Symbol NSTC
Security Exchange Name NYSE
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