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 17, 2023
NORTHERN STAR INVESTMENT CORP. IV
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-40135 | | 85-4156787 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue, 44th Floor
New York, NY 10174
(Address of Principal Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of each exchange
on which registered |
| Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant | | NSTD.U | | The New York Stock Exchange |
| Class A Common Stock, par value $0.0001 per share | | NSTD | | The New York Stock Exchange |
| Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | | NSTD WS | | OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on August 14, 2023, Emily White resigned from the board of directors (the “Board”) of Northern Star Investment Corp. IV (the “Company”). Prior to her resignation, Ms. White was an independent director and served on all committees of the Board, including the audit committee.
Prior to Ms. White’s resignation, the Board’s audit committee (the “Audit Committee”) was comprised of three independent directors, the minimum number required by Section 303A.07(a) of the NYSE Listed Company Manual. As a result of Ms. White’s resignation, the audit committee does not have at least three members as required by Section 303A.07(a).
As required by the NYSE Listed Company Manual, the Company submitted a written affirmation to the NYSE as a notice of non-compliance with Section 303A.07. On August 17, 2023, the Company received an official notice of non-compliance from the NYSE (the “NYSE Notice”). The NYSE Notice stated that the Company will need to correct the non-compliance as promptly as practicable.
It is the intention of the Board to appoint a new independent director, as soon as practicable, who is duly qualified for service on the audit committee and other committees of the Board.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 18, 2023 | NORTHERN STAR INVESTMENT CORP. IV |
| | | |
| | By: | /s/ Jonathan Ledecky |
| | | Jonathan Ledecky |
| | | Chief Operating Officer |
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