Northern Star Investment Corp. III Receives NYSE Notification of Non-Compliance With Listing Rules
01 Juin 2021 - 11:00PM
Business Wire
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 New York Stock Exchange ("NYSE")
advising the Company that the Company did not comply with Section
802.01E of NYSE’s Listed Company Manual (the “Rule”) for continued
listing because NYSE had not received the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2021
(the “Form 10-Q”).
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 Form 10-Q.
The Company is working diligently to complete the Form 10-Q.
This notification has no immediate effect on the listing of the
Company's securities on NYSE. If the Company fails to file the Form
10-Q within six months of its original due date, 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.
About Northern Star Investment Corp. III
Northern Star Investment Corp. III is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
Forward Looking Statements
This press release includes certain “forward-looking”
statements, as that term is defined under the federal securities
laws. Forward-looking statements include, among others, statements
about the Company’s plans to restate its consolidated financial
statements and amend prior SEC filings, the timing of such
restatement, and the restatement’s effect on the Company’s prior
consolidated financial statements. These statements are often, but
not always, made through the use of words or phrases such as “may,”
“will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “predict,” “potential,”
“opportunity,” and similar words or phrases or the negatives of
these words or phrases. These forward-looking statements are based
on the Company’s current assumptions, expectations, and beliefs and
are subject to substantial risks, estimates, assumptions,
uncertainties, and changes in circumstances that may cause actual
results, performance, or achievements to differ materially from
those expressed or implied in any forward-looking statement,
including, among others, the timing and nature of the final
resolution of the accounting issues necessary to complete the
Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2021; any further delay in the filing of required periodic
reports with the SEC; whether a restatement of financial results
will be required for other accounting issues for the same or other
periods in addition to the restatement currently expected by
management; additional uncertainties related to accounting issues
generally; and adverse effects on the Company’s business as a
result of the restatement process. In addition, please refer to the
risk factors contained in the Company’s SEC filings. Because the
risks, estimates, assumptions and uncertainties referred to above
could cause actual results or outcomes to differ materially from
those expressed in any forward-looking statements, you should not
place undue reliance on any forward-looking statements. Any
forward-looking statement speaks only as of the date hereof, and,
except as required by law, the Company assumes no obligation and
does not intend to update any forward-looking statement to reflect
events or circumstances after the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20210601006056/en/
Jonathan Gasthalter/Nathaniel Garnick Gasthalter & Co. (212)
257-4170 northernstar@gasthalter.com
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