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): May 25, 2021
NORTHERN STAR INVESTMENT CORP. III
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40134 | 85-3909728 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
c/o Graubard Miller, 405 Lexington Avenue, 11th 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 | ||
| Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | NSTC WS | The New York Stock Exchange |
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 May 25, 2021, Northern Star Investment Corp. III (the “Company”) received a written notice (the “Notice”) from the Regulation Department of the New York Stock Exchange (“NYSE”) indicating that the Company was not in compliance with Section 802.01E of the Listed Company Manual (the “Rule”) because the Company had failed to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Delinquent Report”).
On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. As a SPAC, the Company has been re-evaluating the accounting treatment of its warrants as equity, and determining whether, based on the SEC Statement, such warrants should be, and should previously have been, classified as liabilities measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period. Because the Company does not have full-time accounting and administrative staff, it is reliant on third party accountants to perform this evaluation in order to inform the Company’s determination. The SEC Statement has given rise to significantly increased demand for the services of third-party accountants, delaying resolution of this issue and finalization of the Delinquent Report.
The Company is continuing to work diligently to complete the Delinquent Report. This notification has no immediate effect on the listing of the Company’s securities on the NYSE. If the Company fails to file the Delinquent Report within six months of the original due date of the Delinquent Report, the NYSE may, in its sole discretion, allow the Company’s securities to continue to trade on the NYSE for up to an additional six months depending on specific circumstances, as outlined in the Rule.
The Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press release dated June 1, 2021 | |
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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: June 1, 2021
| NORTHERN STAR INVESTMENT CORP. III | ||||
| By: | /s/ Joanna Coles | |||
| Name: | Joanna Coles | |||
| Title: | Chief Executive Officer | |||
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Exhibit 99.1
NORTHERN STAR INVESTMENT CORP. III RECEIVES NYSE NOTIFICATION OF NON-COMPLIANCE WITH LISTING RULES
NEW YORK– June 1, 2021 - Northern Star Investment Corp. III (NYSE: NSTC) (“Northern Star III” or the “Company”) today announced that on May 25, 2021, it received a letter from the Regulation Department of the New York Stock Exchange (“NYSE”) advising the Company that the Company did not comply with Section 802.01E of NYSE’s Listed Company Manual (the “Rule”) for continued listing because NYSE had not received the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”).
On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. As a SPAC, the Company has been re-evaluating the accounting treatment of its warrants as equity, and determining whether, based on the SEC Statement, such warrants should be, and should previously have been, classified as liabilities measured at fair value, with non-cash fair value adjustments recorded in earnings at each reporting period. Because the Company does not have full-time accounting and administrative staff, it is reliant on third-party accountants to perform this evaluation in order to inform the Company’s determination. The SEC Statement has given rise to significantly increased demand for the services of third-party accountants, delaying resolution of this issue and finalization of the Form 10-Q.
The Company is working diligently to complete the Form 10-Q. This notification has no immediate effect on the listing of the Company’s securities on NYSE. If the Company fails to file the Form 10-Q within six months of its original due date, the NYSE may, in its sole discretion, allow the Company’s securities to continue to trade on the NYSE for up to an additional six months depending on specific circumstances, as outlined in the Rule.
About Northern Star Investment Corp. III
Northern Star Investment Corp. III is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Forward Looking Statements
This press release includes certain “forward-looking” statements, as that term is defined under the federal securities laws. Forward-looking statements include, among others, statements about the Company’s plans to restate its consolidated financial statements and amend prior SEC filings, the timing of such restatement, and the restatement’s effect on the Company’s prior consolidated financial statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,” “opportunity,” and similar words or phrases or the negatives of these words or phrases. These forward-looking statements are based on the Company’s current assumptions, expectations, and beliefs and are subject to substantial risks, estimates, assumptions, uncertainties, and changes in circumstances that may cause actual results, performance, or achievements to differ materially from those expressed or implied in any forward-looking statement, including, among others, the timing and nature of the final resolution of the accounting issues
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necessary to complete the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021; any further delay in the filing of required periodic reports with the SEC; whether a restatement of financial results will be required for other accounting issues for the same or other periods in addition to the restatement currently expected by management; additional uncertainties related to accounting issues generally; and adverse effects on the Company’s business as a result of the restatement process. In addition, please refer to the risk factors contained in the Company’s SEC filings. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, the Company assumes no obligation and does not intend to update any forward-looking statement to reflect events or circumstances after the date hereof.
Contact:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170
northernstar@gasthalter.com
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