Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In connection with the preparation of the financial statements as of
September 30, 2021 for Northern Star Investment Corp. III (the "Company"),
management identified errors made in the Company's historical financial
statements where the Company improperly classified some of its Class A common
stock subject to possible redemption. The Company previously determined the
Class A common stock subject to possible redemption to be equal to the
redemption value of $10.00 per share of Class A common stock while also taking
into consideration that a redemption cannot result in net tangible assets being
less than $5,000,001 pursuant to the Company's amended and restated certificate
of incorporation. Management determined that the Class A common stock issued
during the Company's initial public offering can be redeemed or become
redeemable subject to the occurrence of future events considered outside the
Company's control. Therefore, management concluded that temporary equity should
include all shares of Class A common stock subject to possible redemption, as
opposed to only certain shares. As a result, management noted a classification
error related to temporary equity and permanent equity. This resulted in a
restatement to the initial carrying value of the Class A common stock subject to
possible redemption with the offset recorded to additional paid-in capital (to
the extent available), accumulated deficit and Class A common stock.
Based on the foregoing, on December 20, 2021, management of the Company and the
Audit Committee of the Board of Directors of the Company determined that the
Company's previous quarterly reports on Form 10-Q for the quarters ended
March 31, 2021 and June 30, 2021, and the audited balance sheet as of March 4,
2021 (the date the Company consummated its initial public offering), included in
Exhibit 99.1 to the Company's Current Report on Form 8-K filed on March 10, 2021
(collectively, the "Affected Periods") should no longer be relied upon. The
Company intends to include a footnote in its Annual Report on Form 10-K for the
year ended September 30, 2021 reflecting the restatement for the Affected
Periods.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, its independent registered public accounting firm.
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