Item 8.01 Other Events
On March 4, 2021, Northern Star Investment Corp. III (the "Company") consummated
its initial public offering ("IPO") and in connection therewith filed a Current
Report on Form 8-K (the "Form 8-K") with the Securities and Exchange Commission
on March 10, 2021 which included an audited balance sheet as of March 4, 2021
(the "Audited Balance Sheet") reflecting the receipt of proceeds from the IPO
and a simultaneous private placement of warrants. The audited balance sheet that
was filed with the Form 8-K failed to classify the Company's warrants as
liabilities, in accordance with the SEC's April 12, 2021 public statement (the
"Statement") informing market participants that warrants issued by special
purpose acquisition companies ("SPACs") may need to be classified as liabilities
as opposed to equity, and being measured at fair value, with changes in fair
value each period reported in earnings. The Company previously classified its
private placement warrants and public warrants (collectively, the "warrants") as
equity. On June 3, 2021, the Audit Committee of the Board of Directors of the
Company concluded, after discussion with the Company's management, that the
Audited Balance Sheet should no longer be relied upon due to the aforementioned
changes required to reclassify the warrants as liabilities to align with the
requirements set forth in the Statement. The Board of Directors of the Company
discussed with independent accountants and are in agreement with the matters as
disclosed in this Current Report on Form 8-K. The correction of the
aforementioned error of the accounting for the warrants will be included in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account. The Company's controls over
financial reporting did not provide for the proper classification of the
warrants within the Company's financial statements. As such, this represented a
material weakness in the Company's internal controls.
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NORTHERN STAR INVESTMENT CORP. III 
