Item 8.01. Other Events.

As previously disclosed, Northern Star Investment Corp. III (the "Company") is seeking to effectuate an extension of time to consummate an initial business combination, as described in the Company's proxy statement filed with the Securities and Exchange Commission ("SEC")on February 9, 2023 (the "Proxy Statement"). As described in the Proxy Statement, the holders of shares of Class A Common Stock of the Company sold in the Company's initial public offering (the "IPO") and held by public stockholders (the "public shares") may elect to have their public shares redeemed for their pro rata portion of the funds held in the trust account (the "trust account") established in connection with the IPO (calculated as of two business days prior to the special meeting) if the extension is implemented. It is currently anticipated that holders of public shares that exercised their redemption rights in connection with the meeting would receive approximately $10.165 per share if the extension is effectuated.





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 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 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. 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.

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