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

As previously disclosed, on January 24, 2023, Kirsten A. Green resigned from the board of directors (the "Board") of Northern Star Investment Corp. II (the "Company"), and on January 25, 2023, Maryann Turcke resigned from the Board. Prior to their resignations, each of Ms. Green and Ms. Turcke was an independent director and served on all committees of the Board, including the audit committee, and Ms. Green was the designated audit committee member with financial management expertise.

Prior to these resignations, the Board was comprised of three independent directors and two non-independent directors. As a result of these resignations, the Board is not currently comprised of a majority of independent directors as required by Section 303A.01 of the NYSE Listed Company Manual. Also as a result of these resignations, the audit committee does not have at least three members as required by Section 303A.07(a) nor a designated member with financial management expertise as also required by Section 303A.07(a).

As required by the NYSE Listed Company Manual, the Company submitted a written affirmation to the NYSE as a notice of non-compliance with Sections 303A.01 and 303A.07. On February 6, 2023, the Company received an official notice of non-compliance from the NYSE (the "NYSE Notice"). The NYSE Notice stated that the Company will need to correct the non-compliance as promptly as practicable.

It is the intention of the Board to appoint two new independent directors as soon as practicable, each duly qualified for service on the audit committee and other committees of the Board, and at least one who can be the designated audit committee member with financial management expertise. The Board is diligently engaged in a search to identify candidates qualified to fill the vacancies caused by the aforementioned resignations and in so doing regain compliance with NYSE listing standards.





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