Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 11, 2022, Northern Star Investment Corp. III (the "Company")
received a written notice (the "Notice") from the staff of NYSE Regulation (the
"Staff") of the New York Stock Exchange ("NYSE") indicating that the Staff has
determined that the Company's warrants, each warrant exercisable for one share
of Class A Common Stock of the Company (the "Warrants"), are no longer suitable
for listing on the NYSE based on "abnormally low" price levels, pursuant to
Section 802.01D of the NYSE Listed Company Manual. As a result, the Staff has
determined to commence proceedings to delist the Warrants from the NYSE.
The Company has a right to a review of this determination by a Committee of the
Board of Directors of the NYSE. The NYSE will apply to the Securities and
Exchange Commission to delist the Warrants upon completion of all applicable
procedures, including any appeal by the Company of the Staff's decision. The
Company does not currently intend to appeal the determination.
Trading in the Warrants on the NYSE will be suspended immediately while trading
in the Company's Class A Common Stock and Units will continue on the NYSE. The
Warrants may be traded on the pink sheets or any other available market once
trading in the Warrants has been suspended by the NYSE.
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