Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2023 and March 2, 2023, Northern Star IV Sponsor LLC (the
"Sponsor"), the sponsor of Northern Star Investment Corp. IV (the "Company"),
entered into agreements ("Non-Redemption Agreements") with several unaffiliated
third parties in exchange for them agreeing not to redeem an aggregate of
800,000 shares of the Company sold in its initial public offering ("Non-Redeemed
Shares") in connection with the special meeting called by the Company (the
"Meeting") to approve an extension of time for the Company to consummate an
initial business combination (the "Extension Proposal") from March 4, 2023 to
September 4, 2023 (the "Extension"). In exchange for the foregoing commitment
not to redeem such shares, the Sponsor has agreed to transfer to such investors
an aggregate of 200,000 shares of the Company held by the Sponsor immediately
following consummation of an initial business combination if they continue to
hold such Non-Redeemed Shares through the effectuation of the Extension. The
Non-Redemption Agreements will not increase the likelihood that the Extension
Proposal is approved by stockholders but will increase the amount of funds that
remain in the Company's trust account following the Extension. The foregoing
summary of the Non-Redemption Agreement does not purport to be complete and is
qualified in its entirety by reference to the form of Non-Redemption Agreement
previously filed by the Company as Exhibit 10.1 to the Current Report on Form
8-K dated February 28, 2023 and filed on February 28, 2023 and incorporated
herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation, the risks
and uncertainties indicated from time to time in the Company's filings with the
Securities and Exchange Commission ("SEC"). Readers are cautioned not to place
undue reliance upon any forward-looking statements, which speak only as of the
date made. The Company expressly disclaims any obligations or undertaking to
release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
respect thereto or any change in events, conditions or circumstances on which
any statement is based.
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No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities. This communication shall also not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act or an
exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Company's proxy statement filed with the Securities and Exchange Commission
("SEC") on February 9, 2023 (the "Proxy Statement") as well as other documents
filed by the Company with the SEC, because these documents will contain
important information about the Company and the Extension Proposal. Stockholders
may obtain copies of the Proxy Statement, without charge, at the SEC's website
at www.sec.gov or by directing a request to the Company's proxy solicitor,
Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith,
Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail:
ksmith@advantageproxy.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Non-Redemption Agreement (incorporated by reference to Exhibit
10.1 included in the Registrant's Current Report on Form 8-K filed on
February 28, 2023)
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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