Item 8.01. Other Events
As previously disclosed, Northern Star Investment Corp. IV (the "Company") has
called a special meeting (the "Meeting") for stockholders to consider and vote
on a proposal (the "Extension Proposal") to extend the time for the Company to
consummate an initial business combination from March 4, 2023 to September 4,
2023 (the "Extension"). On February 24, 2023, the Company adjourned the Meeting
to March 1, 2023 at 12:30 p.m. to allow additional time for the Company to
engage with its stockholders and solicit additional votes and redemption
reversals.
As described in the Proxy Statement mailed in connection with the Meeting
("Proxy Statement"), pursuant to the Inflation Reduction Act of 2022 (the "IR
Act"), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain
repurchases (including redemptions) of stock by "covered corporations" occurring
on or after January 1, 2023. As a result, any share redemption or other share
repurchase that occurs after December 31, 2022, in connection with a business
combination, extension vote or otherwise, may be subject to the excise tax.
Notwithstanding the foregoing, the Company has agreed that if the Extension
Proposal is approved and the Extension is implemented, the per share price
payable to stockholders exercising their redemption rights, whether in
connection with the vote on an extension or an initial business combination,
will not be reduced by payments required to be made by the Company under the IR
Act.
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.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Extension Proposal. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the Proxy Statement, which may be obtained
free of charge from the sources indicated below.
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 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.
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