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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