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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