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.