Item 1.01. Entry into a Material Definitive Agreement.

On March 1, 2023 and March 2, 2023, Northern 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 for them agreeing not to redeem an aggregate of 800,000 shares of the Company sold in its initial public offering ("Non-Redeemed Shares") in connection with 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 March 4, 2023 to September 4, 2023 (the "Extension"). In exchange for the foregoing commitment not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 200,000 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 effectuation of the Extension. The Non-Redemption Agreements will not increase the likelihood that the Extension Proposal is approved by stockholders but will increase the 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 of Non-Redemption Agreement previously filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated February 28, 2023 and filed on February 28, 2023 and incorporated herein by reference.





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 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.





No Offer or Solicitation

This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

Additional Information and Where to Find It

The Company urges investors, stockholders and other interested persons to read the Company's proxy statement filed with the Securities and Exchange Commission ("SEC") on February 9, 2023 (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.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.   Description
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
              February 28, 2023)
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)




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