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): ~~December 20~~March 26, ~~2023~~2024

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: None

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 35.0103. ~~Notice~~Amendments ~~of Delisting or Failure~~ to ~~Satisfy~~Articles aof ~~Continued~~Incorporation ~~Listing Rule~~ or ~~Standard~~Bylaws; ~~Transfer~~Change ofin ~~Listing~~Fiscal Year.

~~As previously~~The ~~reported~~information byincluded ~~Northern~~in ~~Star~~Item ~~Investment Corp~~5.07 ~~III~~is ~~(the “Company”), on September 6, 2023, the staff of NYSE Regulation~~incorporated ~~(the~~by ~~“Staff”),~~reference oninto ~~behalf~~this ofitem ~~the New York Stock Exchange (“NYSE”), commenced proceedings~~ to ~~delist~~ the ~~Company’s Class~~extent ~~A common stock, par value $0~~required.0001 per share (“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 whole warrant exercisable for one share of Class A Common Stock of the Company (the “Warrants”), from the NYSE pursuant to Section 802.01B of the NYSE’s Listed Company Manual because 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. Trading in the Class A Common Stock and Units on the NYSE were suspended after the market close on September 6, 2023. Effective as of and since September 7, 2023, the Class A Common Stock and Units have been quoted and traded in the over-the-counter (“OTC”) market under the ticker symbols “NSTC” and “NSTC.U,” respectively.

~~The Company~~Item ~~timely~~5.07. ~~exercised~~Submission ~~its~~of ~~right~~Matters to a ~~review~~Vote of ~~the~~Security ~~Staff’s determination by a committee (the “Committee”) of the Board of Directors of the NYSE, and a hearing regarding the Company’s continued listing was held on December 14, 2023~~Holders.

On ~~December~~ 20March 26, ~~2023~~2024, Northern Star Investment Corp. III (the ~~NYSE~~“Company”) ~~Office~~held a Special Meeting of ~~General~~Stockholders ~~Counsel~~(the ~~notified~~“Meeting”). An aggregate of 11,936,876 shares of the Company’s ~~that~~common stock, which represents a quorum of the ~~Committee~~outstanding ~~had~~common ~~determined~~stock entitled to ~~affirm~~vote as of the ~~Staff’s~~record date ~~decision~~of toMarch ~~delist~~5, ~~the~~2024, ~~Company’s~~were ~~Class~~represented Ain ~~Common~~person ~~Stock~~or ~~and~~by ~~Units~~proxy ~~from~~at the ~~NYSE~~Meeting.

~~On December~~The ~~21, 2023, the Staff filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to remove the~~ Company’s ~~Class~~ Astockholders ~~Common~~voted ~~Stock and Units from listing and registration~~ on the ~~NYSE.~~following ~~The~~proposal ~~delisting~~at ~~will be effective 10 days following~~ the ~~date of~~Meeting, ~~filing~~which ofwas ~~the Form 25.~~approved:

(1) Proposal No. 1 — The Amendment Proposal — a proposal to amend the Company’s ~~Class~~amended Aand ~~Common~~restated ~~Stock~~certificate ~~and~~of ~~Units~~incorporation ~~will~~(the ~~continue~~“Charter”) to remove the provisions applicable to ~~trade~~special onpurpose acquisition companies, including the ~~OTC~~requirement ~~marketplaces~~to cancel the Company’s shares of Class A common stock sold in the Company’s initial public offering following distribution of the ~~delisting~~funds held in the Company’s trust account. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any business combination the Company may seek to consummate.

For		Against		Abstain		Broker Non-Votes
11,533,472		403,304		100		0

~~Forward-Looking~~On March 26, 2024, the Company filed the amendment ~~Statements~~to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.

~~This Current~~The ~~Report~~Company onis ~~Form~~in ~~8-K (~~the ~~“Report”)~~process ~~includes~~of ~~forward-looking~~finalizing ~~statements that involve risks and uncertainties, including~~ the ~~ability~~distribution ~~of the Company~~ to ~~have its securities listed on another national securities exchange. Forward-looking statements are statements~~be ~~that~~made ~~are not historical facts. Such forward-looking statements are subject~~ to ~~risks~~public ~~and~~stockholders ~~uncertainties, which could cause actual results to differ~~ from ~~the~~its ~~forward-looking~~trust ~~statements.~~account ~~These forward-looking statements~~ and ~~factors~~will ~~that~~provide ~~may~~details ~~cause~~on such ~~differences~~distribution ~~include, without~~as ~~limitation,~~soon 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~~practicable. 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.

1Item 8.01. Other Events.

~~SIGNATURE~~In connection with the Meeting, the holders of the remaining 291,666 shares of the Company’s Class B common stock outstanding, including those held by the Company’s Chief Financial Officer, voluntarily converted such shares of Class B common stock of the Company they held into 291,666 shares of Class A common stock of the Company in accordance with the Charter. As a result of the foregoing, the Company has an aggregate of 12,280,008 shares of Class A common stock outstanding and no shares of Class B common stock outstanding.

~~Pursuant to~~Item ~~the~~9.01. ~~requirements~~Financial ofStatement ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

Dated: December 26, 2023	NORTHERN STAR INVESTMENT CORP. III
	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

(d) Exhibits:

Exhibit		Description
3.1		Second Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (formatted in Inline XBRL).

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.

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: March 29, 2024	NORTHERN STAR INVESTMENT CORP. III

	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chief Operating Officer

Filing Compare · Northern Star Investment Corp. III