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 of earliest event reported): August 2531, 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 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws.

OnThe ~~August~~information ~~25, 2023, Northern~~included Star III Sponsor LLC (the “Sponsor”), the sponsor of Northern Star Investment Corp. III (the “Company”), entered into agreements (“Non-Redemption Agreements”) with several unaffiliated third parties in ~~exchange~~Item for them agreeing not to redeem an aggregate of 508,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from September 4, 2023 to March 4, 2024 or such earlier liquidation and dissolution date as the Company’s board of directors may approve (the “Extension”)5.07 In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 101,600 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is ~~approved~~incorporated by ~~stockholders but~~reference ~~will~~into ~~increase~~this ~~the~~item ~~amount of funds that remain in the Company’s trust account following the Meeting. The foregoing summary of the Non-Redemption Agreement does not purport~~ to ~~be complete and is qualified in its entirety by reference to~~ the ~~form~~extent ~~of Non-Redemption Agreement attached hereto as Exhibit 10~~required.~~1 and incorporated herein by reference.~~

~~Forward-Looking~~Item ~~Statements~~5.07. Submission of Matters to a Vote of Security Holders.

~~This~~On ~~Current~~August ~~Report~~31, on2023, ~~Form~~Northern ~~8-K~~Star Investment Corp. III (~~this~~the “~~Report~~Company”) ~~includes~~held ~~forward-looking~~a ~~statements~~special ~~that~~meeting ~~involve~~of ~~risks~~stockholders ~~and~~called ~~uncertainties.~~by ~~Forward-looking~~the ~~statements~~Company ~~are~~(the “Meeting”) ~~statements~~to ~~that~~approve ~~are~~an ~~not~~extension ~~historical~~of ~~facts.~~time ~~Such~~for ~~forward-looking~~the ~~statements~~Company ~~are subject~~ to ~~risks~~consummate ~~and~~an ~~uncertainties,~~initial ~~which~~business ~~could~~combination ~~cause~~(the ~~actual results~~“Extension toProposal”) ~~differ~~ from September ~~the~~4, ~~forward-looking~~2023 ~~statements.~~to ~~These~~March ~~forward-looking~~4, ~~statements~~2024 ~~and~~or ~~factors that may cause~~ such ~~differences~~earlier ~~include, without~~liquidation ~~limitation, the risks~~ and ~~uncertainties~~dissolution ~~indicated~~date ~~from~~as ~~time to time in~~ the Company’s ~~filings~~board ~~with~~of ~~the~~directors ~~Securities~~may ~~and Exchange~~approve ~~Commission~~ (the “~~SEC~~Extension”). ~~Readers~~An ~~are~~aggregate ~~cautioned~~of ~~not to place undue reliance upon any forward-looking statements~~14,000,152 ~~which~~shares ~~speak only as~~ of the ~~date made. The~~ Company’s ~~expressly~~common ~~disclaims~~stock, ~~any~~which ~~obligations~~represented ora ~~undertaking~~quorum toof ~~release publicly any updates or revisions to any~~the ~~forward-looking~~outstanding ~~statements~~common ~~contained~~stock ~~herein~~entitled to ~~reflect~~vote ~~any~~as ~~change~~of in the ~~Company’s~~record ~~expectations~~date ~~with~~of ~~respect~~August ~~thereto~~4, or2023, ~~any~~were ~~change~~ represented in ~~events,~~person ~~conditions~~ or ~~circumstances~~by onproxy ~~which~~at ~~any~~the ~~statement is based~~Meeting.

~~Participants~~The inCompany’s stockholders voted on the ~~Solicitation~~following proposal at the Meeting, which was approved:

~~The~~(1) ~~Company~~Proposal ~~and~~No. ~~its~~1 ~~directors, executive~~— ~~officers,~~The ~~other~~Extension ~~members~~Amendment ofProposal ~~management~~— ~~and~~a ~~employees,~~proposal ~~under~~to ~~SEC~~amend ~~rules,~~the ~~may~~Company’s beamended ~~deemed~~and torestated becertificate ~~participants~~of inincorporation ~~the~~to ~~solicitation~~extend ~~of proxies from~~ the ~~securityholders~~date ofby which the Company inhas ~~favor~~to ofconsummate ~~the~~a ~~approval~~business ofcombination ~~the~~from ~~Extension~~September ~~Proposal.~~4, ~~Investors~~2023 ~~and~~to ~~security~~March ~~holders~~4, ~~may obtain~~2024 ~~more~~or ~~detailed~~such ~~information~~earlier ~~regarding~~liquidation ~~the names, affiliations~~ and ~~interests~~dissolution ofdate as the Company’s ~~directors~~board ~~and~~of ~~officers~~directors inmay ~~the definitive~~approve. ~~proxy~~The ~~statement~~following ~~dated~~is ~~August~~a ~~15,~~tabulation ~~2023~~of (the ~~“Proxy~~votes ~~Statement”),~~with ~~which~~respect ~~may~~to bethis ~~obtained~~proposal, ~~free~~which ofwas ~~charge~~approved ~~from~~by the ~~sources indicated~~Company’s ~~below.~~stockholders:

No Offer or Solicitation

For		Against		Abstain		Broker Non-Votes
13,460,977		192		0		0

~~This~~As ~~Report~~previously ~~shall not constitute~~disclosed, ain ~~solicitation~~connection ofwith athe ~~proxy~~Meeting, ~~consent~~Northern orStar ~~authorization~~III Sponsor LLC (the “Sponsor”) entered into agreements (“Non-Redemption Agreements”) with ~~respect~~several tounaffiliated ~~any~~third ~~securities.~~parties ~~This~~in ~~communication~~exchange ~~shall~~for ~~also~~them agreeing not ~~constitute~~to redeem an ~~offer~~aggregate of 2,200,000 shares to(“Non-Redeemed ~~sell~~Shares”) orof the ~~solicitation~~Company ofsold anin ~~offer~~its toinitial ~~buy~~public ~~any~~offering ~~securities,~~(“public ~~nor~~shares”) ~~shall~~in ~~there~~connection bewith the ~~any~~Extension. ~~sale~~In ofexchange ~~securities~~for inthe ~~any~~foregoing ~~states~~commitment ornot ~~jurisdictions in~~to ~~which~~redeem such ~~offer~~shares, ~~solicitation~~the orSponsor ~~sale~~has ~~would~~agreed beto ~~unlawful~~transfer ~~prior~~ to ~~registration~~such orinvestors an ~~qualification~~aggregate ~~under~~of 440,000 shares of the ~~securities~~Company ~~laws~~held by the Sponsor immediately following consummation of ~~any~~an ~~such~~initial business combination ~~jurisdiction.~~if Nothey ~~offering~~continue to hold such Non-Redeemed Shares through the effectuation of ~~securities~~the ~~shall~~Extension. beThe ~~made~~foregoing ~~except~~arrangements did not increase the likelihood that the proposal was approved by ~~means~~stockholders but did increase the amount of afunds ~~prospectus~~that ~~meeting~~remained in the ~~requirements~~Company’s trust ofaccount ~~Section~~following 10the Meeting. As a result of the ~~Securities~~foregoing, effective August 31, 2023, public holders of an aggregate of 1,720,144 ~~Act~~public orshares exercised, and did not reverse, their right to redeem their public shares (leaving an ~~exemption~~aggregate ~~therefrom~~of 2,280,008 public shares outstanding after the Meeting).

The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement previously filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated and filed August 18, 2023 and incorporated herein by reference.

~~Additional~~On ~~Information~~August 31, 2023, the Company filed an amendment to its amended and ~~Where~~restated certificate of incorporation with the Secretary of State of the State of Delaware to ~~Find~~effectuate Itthe Extension. A copy of the amendment is attached hereto as Exhibit 3.1.

The Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension Proposal. Stockholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation
10.1		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 included in the Registrant’s Current Report on Form 8-K filed on August 18, 2023)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 28, 2023	Northern Star INVESTMENT CORP. III
Dated: August 31, 2023	NORTHERN STAR INVESTMENT CORP. III
	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

Filing Compare · Northern Star Investment Corp. III