Statistiche di base
| CIK | 1835817 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Northern Star Investment Corp. III Units, each consisting of one share of Class A common stock and o
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 24, 2024 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2024 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 29, 2024 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. III Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Northern Star Investment Corp. III, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Operating Officer, hereby certifies as follows: 1. The name of the Corporation is “Nort |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| March 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 12, 2024 |
SC 13G/A 1 ea193078-13ga1cantornorthe3.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Northern Star Investment Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 66574L100 (CUSIP Number) December 31, 2023 (Da |
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| February 12, 2024 |
EX-99.1 2 ea193078ex99-1northern3.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached a |
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| January 31, 2024 |
NSTC / Northern Star Investment Corp. III / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* NORTHERN STAR INVESTMENT CORP. III (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 66574L100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| January 31, 2024 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of NORTHERN STAR INVESTMENT CORP. III dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d- |
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| January 31, 2024 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40134 CUSIP NUMBER 66574L209 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 |
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| December 26, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| December 21, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the Class A Common Stock and Units, each consisting of one share of Class A common stock and one-sixth of one redeemable warrant (the "Securities") of Northern Star Investment Corp. |
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| September 12, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| August 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Com |
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| August 31, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. III Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of NORTHERN STAR INVESTMENT CORP. III (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of |
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| August 28, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Com |
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| August 23, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Com |
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| August 18, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Com |
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| August 18, 2023 |
Exhibit 10.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated August , 2023, between (the “Holder”) and Northern Star III Sponsor LLC (the “Insider”). RECITALS: A. Northern Star Investment Corp. III, a Delaware corporation (the “Company” or “SPAC”) will hold a special meeting of its stockholders (the “Meeting”) to consider and act upon a proposal (the “Extension Proposal |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40134 NORTHERN STAR INVESTME |
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| August 11, 2023 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] August 11, 2023 VIA EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Northern Star Investment Corp. III Prelimi |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40134 NORTHERN STAR INVESTM |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 17, 2023 |
Joint Filing Agreement, dated as of May 17, 2023, by and between Sponsor and Mr. Ledecky. Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D (as may be amended from time to time, the “Schedule 13D”) with respect to the Class A Common Stock of Northern Star Investment Corp. |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40134 CUSIP NUMBER 66574L209 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ T |
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| March 7, 2023 |
Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. III Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of NORTHERN STAR INVESTMENT CORP. III (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of |
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| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 6, 2023 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* NORTHERN STAR INVESTMENT CORP. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66574L100 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check th |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 1, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commi |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| February 28, 2023 |
Exhibit 10.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated , 2023, between (the “Holder”) and Northern Star III Sponsor LLC (the “Insider”). RECITALS: A. Northern Star Investment Corp. III, a Delaware corporation (the “Company” or “SPAC”) will hold a special meeting of its stockholders (the “Meeting”) to consider and act upon a proposal (the “Extension Proposal”) to e |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2023 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40134 NORTHERN STAR INVE |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Star Investment Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 66574L100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2023 |
NSTC / Northern Star Investment Corp. Class A Common Stock / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 nstc20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Northern Star Investment Corporation III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66574L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check |
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| February 14, 2023 |
NT 10-Q 1 ea173542-nt10qnorthern3.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40134 CUSIP NUMBER 66574L209 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 1 |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 9, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Northern Star Investment Corp. III (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 66574L100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 9, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Northern Star Investment Corp. III dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d |
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| January 31, 2023 |
SC 13G 1 NORTHERNSTARINVESTMENTC.htm FILING NORTHERN STAR INVESTMENT CORP. III UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NORTHERN STAR INVESTMENT CORP. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66574L100 (CUSIP Number) December 30, 2022 |
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| January 30, 2023 |
PRE 14A 1 pre14a0123northernstar3.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2022 Commission File Number 001-40134 NORTHERN STAR INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 85-4136140 (State or Other Jurisdiction of Incorporati |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21,2022 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Co |
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| December 9, 2022 |
DEF 14A 1 def14a1222northernstar3.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 28, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole warrant exercisable for shares of Class A common stock at an exercise price of $11. |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 14, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 11, 2022 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission filenumber: 001-40134 NORTH |
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| June 17, 2022 |
SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Star Investment Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 66574L100 (CUSIP Number) June 7, 2022 (Date of Event which Requires Filing of this Statement) Check the a |
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| June 3, 2022 |
SC 13G 1 ea161034-13gcantornorthern3.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Northern Star Investment Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 66574L100 (CUSIP Number) May 23, 2022 (Date of Event Which Requires |
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| June 3, 2022 |
Joint Filing Agreement, dated as of June 3, 2022, by and among the Reporting Persons EX-99.1 2 ea161034ex99-1northern3.htm JOINT FILING AGREEMENT, DATED AS OF JUNE 3, 2022, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-40134 NORT |
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| March 25, 2022 |
Exhibit 3.1 BY LAWS OF NORTHERN STAR INVESTMENT CORP. III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Northern Star Investment Corp. III (the ?Corporation?) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered agent of the corporation in c |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2022 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40134 |
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| February 15, 2022 |
OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden Hours per form 2. |
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| February 14, 2022 |
NSTC / Northern Star Investment Corp. Class A Common Stock / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Northern Star Investment Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66574L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Northern Star Investment Corp. III (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 66574L100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| December 23, 2021 |
Description of the Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of Northern Star Investment Corp. III?s securities is based on and qualified by the Company?s Amended and Restated Articles of Incorporation (the ?Amended and Restated Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to Northern Star Investment Corp. III.? General As of the date of its Initial Public |
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| December 23, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2021 Commission File Number 001-40134 NORTHERN STAR INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 85-4136140 (State or Other Jurisdict |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2021 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (C |
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| August 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40134 NORT |
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| June 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40134 NOR |
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| June 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2021 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commis |
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| June 1, 2021 |
NORTHERN STAR INVESTMENT CORP. III RECEIVES NYSE NOTIFICATION OF NON-COMPLIANCE WITH LISTING RULES Exhibit 99.1 NORTHERN STAR INVESTMENT CORP. III RECEIVES NYSE NOTIFICATION OF NON-COMPLIANCE WITH LISTING RULES NEW YORK? June 1, 2021 - Northern Star Investment Corp. III (NYSE: NSTC) (?Northern Star III? or the ?Company?) today announced that on May 25, 2021, it received a letter from the Regulation Department of the New York Stock Exchange (?NYSE?) advising the Company that the Company did not |
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| June 1, 2021 |
8-K 1 d181524d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-3909728 (State or Other Jurisdiction |
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| May 14, 2021 |
OMB APPROVAL OMB Number: Expires: 3235-0058 February 28, 2022 Estimated average burden Hours per form 2. |
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| April 20, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40134 |
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| April 15, 2021 |
OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden Hours per form 2. |
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| March 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Northern Star Investment Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 66574L209** (CUSIP Number) March 4, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| March 10, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 d116476d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2021 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction |
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| March 10, 2021 |
Exhibit 99.1 NORTHERN STAR INVESTMENT CORP. III INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Northern Star Investment Corp. III: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Northern S |
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| March 10, 2021 |
Northern Star Investment Corp. III Announces Closing of Upsized $400,000,000 Initial Public Offering Exhibit 99.2 Northern Star Investment Corp. III Announces Closing of Upsized $400,000,000 Initial Public Offering March 4, 2021 NEW YORK?(BUSINESS WIRE)?Northern Star Investment Corp. III (the ?Company?) announced today that it closed its upsized initial public offering of 40,000,000 units, including 5,000,000 units subject to the underwriters? over-allotment option, at $10.00 per unit. The units |
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| March 5, 2021 |
Northern Star Investment Corp. III Announces Pricing of Upsized $350,000,000 Initial Public Offering Exhibit 99.1 Northern Star Investment Corp. III Announces Pricing of Upsized $350,000,000 Initial Public Offering March 1, 2021 NEW YORK?(BUSINESS WIRE)?Northern Star Investment Corp. III (the ?Company?) announced today that it priced its upsized initial public offering of 35,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (?NYSE?) and will begin trading t |
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| March 5, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of March 1, 2021 by and between Northern Star Investment Corp. III (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-252728 (?Registration Statement?) for its initial public offe |
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| March 5, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2021 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40134 85-4136140 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 5, 2021 |
Registration Rights Agreement between the Company and certain security holders. Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 1st day of March, 2021, by and among Northern Star Investment Corp. III, a Delaware corporation (the ?Company?) and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and t |
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| March 5, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. III Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Northern Star Investment Corp. III, a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is ?Northern St |
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| March 5, 2021 |
Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) is made as of March 1, 2021 between Northern Star Investment Corp. III, a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Ave, New York, New York 10174 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (?Warrant |
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| March 5, 2021 |
Exhibit 1.1 Execution Version Northern Star Investment Corp. III 35,000,000 Units UNDERWRITING AGREEMENT New York, New York March 1, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Northern Star Investment Corp. III, a Delaware corporation (the ?Comp |
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| March 5, 2021 |
Form of Indemnification Agreement. Exhibit 10.3 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of March 1, 2021 (?Agreement?), by and between Northern Star Investment Corp. III, a Delaware corporation (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for |
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| March 3, 2021 |
$350,000,000 Northern Star Investment Corp. III 35,000,000 Units Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement Nos. 333-252728 and 333-253757 PROSPECTUS $350,000,000 Northern Star Investment Corp. III 35,000,000 Units Northern Star Investment Corp. III is a newly organized Delaware blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business co |
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| March 1, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NORTHERN STAR INVESTMENT CORP. III (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4136140 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification |
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| March 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 1, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN STAR INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-4136140 (State or other jurisdiction of incorporation or or |
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| February 25, 2021 |
CORRESP 1 filename1.htm Northern Star Investment Corp. III The Chrysler Building 405 Lexington Avenue New York, New York 10174 February 25, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Northern Star Investment Corp. III Registration Statement on Form S-1 File No. 333-252728 Ladies and Gentlemen: Northern Star Investment Corp. III (the “Company”) h |
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| February 25, 2021 |
CORRESP 1 filename1.htm February 25, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Karina Dorin Re: Northern Star Investment Corp. III Registration Statement on Form S-1 Filed February 4, 2021, as amended File No. 333-252728 Dear Ms. Dorin: Pursuant to Rule 461 of the General Rules and Regula |
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| February 22, 2021 |
S-1/A 1 d927531ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on February 22, 2021. Registration No. 333-252728 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN STAR INVESTMENT CORP. III (Exact name of registrant as specified in its charter |
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| February 22, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) is made as of , 2021 between Northern Star Investment Corp. III, a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Ave, New York, New York 10174 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (?Warrant Agent? |
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| February 4, 2021 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. III Pursuant to Section 102 of the Delaware General Corporation Law I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), do hereby certify as follows: FIRST: The name of the cor |
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| February 4, 2021 |
EX-4.1 Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS NORTHERN STAR INVESTMENT CORP. III CUSIP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-SIXTH OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Northern Star Investment Corp. III, a Delaw |
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| February 4, 2021 |
Specimen Common Stock Certificate. EX-4.2 Exhibit 4.2 NUMBER SHARES C NORTHERN STAR INVESTMENT CORP. III INCORPORATED UNDER THE LAWS OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF NORTHERN STAR INVESTMENT CORP. III transferable on the books of the Company in person or by du |
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| February 4, 2021 |
EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of , 2021 by and between Northern Star Investment Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333- (“Registration Statement”) for its initial public offering |
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| February 4, 2021 |
Power of Attorney (included on signature page of this Registration Statement).* S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN STAR INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-3909728 (State or other jurisdict |
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| February 4, 2021 |
EX-14 Exhibit 14 NORTHERN STAR INVESTMENT CORP. III CODE OF ETHICS 1. Introduction The Board of Directors of Northern Star Investment Corp. III (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: • promo |
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| February 4, 2021 |
EX-10.3 Exhibit 10.3 PROMISSORY NOTE $150,000 As of November 30, 2020 Northern Star Investment Corp. III (“Maker”) promises to pay to the order of Northern Star II Sponsor LLC or its successors or assigns (“Payee”) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principa |
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| February 4, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (this “Agreement”) is made as of , 2021 between Northern Star Investment Corp. III, a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Ave, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant |
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| February 4, 2021 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 Northern Star Investment Corp. III 30,000,000 Units UNDERWRITING AGREEMENT New York, New York January , 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Northern Star Investment Corp. III, a Delaware corporation (the “Company”), pro |
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| February 4, 2021 |
BY LAWS NORTHERN STAR INVESTMENT CORP. III ARTICLE I EX-3.3 Exhibit 3.3 Adopted as of November 30, 2020 BY LAWS OF NORTHERN STAR INVESTMENT CORP. III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Northern Star Investment Corp. III (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the r |
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| February 4, 2021 |
Amended and Restated Certificate of Incorporation. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. III Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Northern Star Investment Corp. III, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Nort |
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| February 4, 2021 |
EX-10.5 Exhibit 10.5 , 2021 Ladies and Gentlemen: Northern Star Investment Corp. III (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation curre |
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| February 4, 2021 |
EX-4.3 Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS NORTHERN STAR INVESTMENT CORP. III CUSIP WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Northern Star Investment Corp. III, a Delaware corporation (the “Company”), expiring |
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| February 4, 2021 |
EX-10.1 Exhibit 10.1 , 2021 Northern Star Investment Corp. III c/o Graubard Miller 405 Lexington Avenue New York, New York 10175 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Re: Initial Public Offering Gentlemen: This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entere |
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| February 4, 2021 |
Form of Registration Rights Agreement. EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2021, by and among Northern Star Investment Corp. III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and th |
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| December 23, 2020 |
Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 23, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN STAR INVESTMENT CORP. III (Exact name |
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| December 23, 2020 |
PROMISSORY NOTE $150,000 As of November 30, 2020 EX-10.3 Exhibit 10.3 PROMISSORY NOTE $150,000 As of November 30, 2020 Northern Star Investment Corp. III (“Maker”) promises to pay to the order of Northern Star III Sponsor LLC or its successors or assigns (“Payee”) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Princip |
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| December 23, 2020 |
BY LAWS NORTHERN STAR INVESTMENT CORP. III ARTICLE I EX-3.3 Exhibit 3.3 Adopted as of November 30, 2020 BY LAWS OF NORTHERN STAR INVESTMENT CORP. III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Northern Star Investment Corp. III (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the r |
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| December 23, 2020 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NORTHERN STAR INVESTMENT CORP. III Pursuant to Section 102 of the Delaware General Corporation Law I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), do hereby certify as follows: FIRST: The name of the cor |
