UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________–––––––––––––––––––––––––––––––

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

NORTHERN STAR INVESTMENT CORP. IV
(Name of Registrant as Specified In Its Charter)

___________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NORTHERN STAR INVESTMENT CORP. IV
c/o Graubard Miller
405 Lexington Avenue, 44th Floor
New York, New York 10174

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD AUGUST 31, 2023MARCH __, 2024

TO THE STOCKHOLDERS OF NORTHERN STAR INVESTMENT CORP. IV:II:

You are cordially invited to attend the special meeting (the “special meeting”) of stockholders of Northern Star Investment Corp. IV (the “Company,” “we,” “us” or “our”) to be held at 11:3045 a.m. EDT on August 31, 2023 virtually,March __, 2024 at the offices of Graubard Miller, counsel to the Company, at 405 Lexington Avenue, 44https://www.cstproxy.com/northernstaric4/sm2023th, Floor, New York, New York 10174, for the sole purpose of considering and voting upon the following proposals:

•        a proposal to amend and restate (the “Extension Amendment Proposal”“Amendment”) the Company’s amended and restated certificate of incorporation, as amended (the “charter”), to extendremove the date by whichprovisions applicable to special purpose acquisition companies, including the Company hasrequirement to consummate a business combination (the “Extension”) from September 4, 2023 to March 4, 2024 or such earlier liquidation and dissolution date ascancel the Company’s boardshares of directors may approveClass A common stock sold in the Company’s initial public offering (the “Extended Date”“public shares”) following distribution of the funds held in the Company’s trust account (the “Amendment Proposal”); and

•        a proposal to adjourn the special meeting to a later date or dates, if we determinethe Company’s management determines that additional time is necessary to effectuate the ExtensionAmendment (the “Adjournment Proposal”).

The Extension Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement.

The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting https://www.cstproxy.com/northernstaric4/sm2023. Please see “Questions and Answers about the Special Meeting — How do I attend the special meeting?” for more information.

The purpose of the Extension Amendment Proposal is to remove the provisions contained in the charter that are applicable to special purpose acquisition companies (“SPACs”), including the requirement to cancel the Company’s public shares following distribution of the funds held in the Company’s trust account established in connection with the initial public offering (“IPO”). The Company has been unable as a SPAC to consummate an initial business combination as originally described in the charter and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity. The Company’s board of directors and management has determined that it would be in the best interest of stockholders to approve the Amendment to allow holders to continue to retain their shares and participate in a transaction that the Company may potentially enter into in the future. Allowing holders of Public Shares to retain their shares following the distribution is also expected to allow the Company moreto continue to trade on the OTC Pink until such time to completeas it consummates an initial business combination.acquisition or transaction. The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that more time is necessary to effectuate the Extension.

As described in the Company’s prospectus for its initial public offering (“IPO”), the charter originally provided that the Company had only until March 4, 2023 to complete a business combination. In March 2023, we amended the charter to extend such date to September 4, 2023. There will not be sufficient time before September 4, 2023 to allow the Company to consummate an initial business combination. Accordingly, our board has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate an initial business combination to the Extended Date.Amendment.

The Company’s board of directors has fixed the close of business on August 4, 2023March 5, 2024 as the date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof. As of the record date, there are 13,921,24512,007,895 shares of Class A common stockCommon Stock and 291,666 shares of Class B common stockCommon Stock outstanding. A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

The holdersRegardless of shares of Class A common stock sold inwhether the Company’s IPO (“public shares”) may elect to have their public shares redeemed for their pro rata portion ofAmendment Proposal is approved and the Amendment effectuated, the Company will distribute the funds held in the trust account (calculated as of two business days prior to the special meeting) if the Extension Amendment Proposal is approved and the Extension is implemented (the “Redemption”). Holdersholders of public shares do not needin accordance with the terms of the charter following the special meeting and therefore there will be no redemption rights provided to vote onholders of public shares in connection with the Extension Amendment Proposal or be a holder of record onspecial meeting. On the record date, to exercise redemption rights. The per share pro rata portionthe shares held by Northern Star IV Sponsor LLC (the “sponsor”) represented approximately 79.4% of the trust account on or about the record date (which is expectedCompany’s issued and outstanding common stock. Accordingly, we will not need any public shares to be the same approximate amount two business days prior to the meeting) after taking into account taxes owed but not paid by such date was approximately $10.55. The closing pricevoted in favor of the Company’sAmendment Proposal to have it approved and therefore we anticipate that the Amendment will be effectuated. Nevertheless, management of the Company may determine for business reasons in its sole discretion not to proceed with the Amendment.

common stock on the record date was $10.34. Accordingly, if the market price were to remain the same until the date of the meeting, exercising redemption rights would result in a public stockholder receiving approximately $0.21 more than if the stockholder sold such shares in the open market. However, the actual market price on the redemption date may be higher or lower than the per share pro rata portion of the trust account on such date. Additionally, the Company cannot assure stockholders that they will be able to sell their common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the Extension Amendment Proposal is not approved by September 4, 2023 (whether on the scheduled date for the special meeting or at an adjourned meeting upon approval of the Adjournment Proposal), the Extension will not be implemented and, in accordance with our charter, we expect to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Extension Amendment Proposal is approved and the Extension is implemented, the Company will (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the trust account relating to the redeemed public shares and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is approved and the Extension is implemented.

After careful consideration of all relevant factors, the Company’s board of directors has determined that both of the proposals to be presented at the special meeting are fair to and in the best interests of the Company and its stockholders, and has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal, if presented.

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal and the Adjournment Proposal, and the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and vote your shares.

Thank you for your attention to this matter.

NORTHERN STAR INVESTMENT CORP. IV
c/o Graubard Miller
405 Lexington Avenue, 44th Floor
New York, New York 10174

TO THE STOCKHOLDERS OF NORTHERN STAR INVESTMENT CORP. IV:
SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 31, 2023MARCH __, 2024

PROXY STATEMENT

This proxy statement and the accompanying form of proxy is furnished to stockholders of Northern Star Investment Corp. IV (the “Company,” “we,” “us” or “our”) in connection with the solicitation of proxies by our board of directors for use in voting at our special meeting of stockholders (the “special meeting”) to be held at 11:30 a.m. EDT on August 31, 2023 virtually,March __, 2024 at the offices of Graubard Miller, counsel for the Company, at 405 Lexington Avenue, 44https://www.cstproxy.com/northernstaric4/sm2023th, Floor, New York, New York 10174, for the sole purpose of considering and voting upon the following proposals:

•        a proposal to amend and restate (the “Extension Amendment Proposal”“Amendment”) the Company’s amended and restated certificate of incorporation, as amended (the “charter”), to extendremove the date by whichprovisions applicable to special purpose acquisition companies, including the Company hasrequirement to consummate a business combination (the “Extension”) from September 4, 2023 to March 4, 2024 or such earlier liquidation and dissolution date ascancel the Company’s boardshares of directors may approveClass A common stock sold in the Company’s initial public offering (the “Extended Date”“public shares”) following distribution of the funds held in the Company’s trust account (the “Amendment Proposal”); and

•        a proposal to adjourn the special meeting to a later date or dates, if we determinethe Company’s management determines that additional time is necessary to effectuate the ExtensionAmendment (the “Adjournment Proposal”).

The Extension Amendment Proposal and the Adjournment Proposal are more fully described in this proxy statement.

The special meeting will be a virtual meeting. You will be able to attend and participate in the special meeting online by visiting https://www.cstproxy.com/northernstaric4/sm2023. Please see “Questions and Answers about the Special Meeting — How do I attend the special meeting?” for more information.

The purpose of the Extension Amendment Proposal is to allowremove the Company more timeprovisions contained in the charter that are applicable to complete an initial business combination. As describedspecial purpose acquisition companies (“SPACs”), including the requirement to cancel the Company’s public shares following distribution of the funds held in the Company’s prospectus for itstrust account established in connection with the initial public offering (“IPO”), the charter originally provided that the. The Company had only until March 4, 2023 to complete an initial business combination. In February 2023, we amended the charter to extend such date to September 4, 2023. There will not be sufficient time before September 4, 2023 to allow the Company to consummate an initial business combination. Accordingly, our board has determined that it is in the best interests of our stockholders to extend the date that the Company hasbeen unable as a SPAC to consummate an initial business combination as originally described in the charter and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity. The Company’s board of directors and management has determined that it would be in the Extended Date.best interest of stockholders to approve the Amendment to allow holders to continue to retain their shares and participate in a transaction that the Company may potentially enter into in the future. Allowing holders of Public Shares to retain their shares following the distribution is also expected to allow the Company to continue to trade on the OTC Pink until such time as it consummates an acquisition or transaction.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the special meeting to a later date or dates if we determine that more time is necessary to effectuate the Extension.Amendment.

The Company’s board of directors has fixed the close of business on August 4, 2023March 5, 2024 as the date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof. A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

TheRegardless of whether the Amendment Proposal is approved and the Amendment effectuated, the Company will distribute the funds held in the trust account to holders of public shares in accordance with the terms of Class A Common Stockthe charter following the special meeting and therefore there will be no redemption rights provided to holders of public shares in connection with the special meeting. On the record date, the shares held by Northern Star IV Sponsor LLC (the “sponsor”) represented approximately 79.4% of the Company’s issued and outstanding common stock. Accordingly, we will not need any public shares to be voted in Company’s IPO (such shares being referred to asfavor of the “public shares”) may electAmendment Proposal to have theirit approved and therefore we anticipate that the Amendment will be effectuated. Nevertheless, management of the Company may determine for business reasons in its sole discretion not to proceed with the Amendment.

If the Amendment Proposal is approved and the Amendment is implemented, the Company will amend and restate the charter to remove all the provisions contained therein that are applicable to special purpose acquisition companies, including the requirement to cancel the Company’s public shares redeemed for their pro rata portionfollowing distribution of the funds held in the Company’s trust account established in connection with the IPO. Accordingly, the public shares will remain outstanding following distribution of the funds held in the trust account established at the time of the IPO (the “trust account”) if the Extension Amendment Proposal is approved and the Extension is implemented (the “Redemption”). Holders of public shares do not need to vote on the Extension Amendment Proposal or be a holder of record on the record date to exercise redemption rights. Holders of public

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

•        discuss future expectations;

•        contain projections of future results of operations or financial condition; or

•        state other “forward-looking” information.

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and the Company’s ability to finance and consummate a business combinationan acquisition following the distribution of funds from the trust account, and the Company’s ability to enter into a definitive agreement with any prospective target and consummate a business combination.an acquisition therewith. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

BACKGROUND

The Company

The Company is a blank check company incorporated in Delaware on November 30, 2020. The Company was 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.

On December 18, 2020, our sponsor paid $25,000, or $0.003 per share, to cover certain offering and formation costs of the company in exchange for 8,625,000 sponsor shares. Our sponsor subsequently transferred certain of the sponsor shares to our independent directors and officers, in each case at the same per-share purchase price paid by our initial stockholders. In March 2021, we effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 sponsor shares outstanding.

On March 4, 2021, we consummated our IPO of 40,000,000 units, including 5,000,000 units subject to the underwriters’ over-allotment option, with each unit consisting of one public share and one-sixth of one redeemable warrant, with each whole warrant entitling the holder to purchase one public share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $400,000,000.

The sponsor had agreed to forfeit up to 1,312,500 sponsor shares to the extent that the over-allotment option was not exercised in full by the underwriters. As a result of the over-allotment option being partially exercised, the sponsor forfeited 62,500 sponsor shares resulting in there being an aggregate of 10,000,000 sponsor shares outstanding.

Simultaneously with the consummation of the IPO, we consummated a private placement (“private placement”) of 9,750,000 warrants (“private warrants”) to our sponsor at a price of $1.00 per private warrant, generating total proceeds of $9,750,000. The private warrants are identical to the warrants included in the units sold in the IPO, except that the private warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by our sponsor or its permitted transferees. The sponsor has agreed not to transfer, assign, or sell any of the private warrants or common stock underlying the private warrants (except to certain transferees) until thirty days after the completion of our initial business combination.

Following consummation of the IPO and the private placement, an aggregate of $400,000,000 was deposited in the trust account.

On March 1, 2023, we held a special meeting of stockholders at which such stockholders voted to extend the time we had to consummate an initial business combination from March 4, 2023 to September 4, 2023. In connection with such vote, the holders of an aggregate of 35,787,089 public shares exercised their right to redeem their public shares for an aggregate of approximately $363.2 million in cash. On August 31, 2023, we held a second special meeting of stockholders at which such stockholders voted to extend the time we had to consummate an initial business combination from September 4, 2023 to March 4, 2024. In connection with such vote, the holders of an aggregate of 1,913,350 public shares exercised their right to redeem their shares for an aggregate of approximately $20.3 million in cash. Accordingly, as ofon or about the record date, the Company had approximately $44.4$24.4 million of cash in the trust account.

The Company has not been able to consummate an initial business combination by March 4, 2024. Accordingly, regardless of whether or not the Amendment Proposal is approved, the Company will distribute the funds held in the trust account to holders of public shares in accordance with the terms of the charter. However, the Company’s board and management has determined to continue the Company’s corporate existence in an effort to ultimately acquire a business or entity. Furthermore, the Company believes that circumstances warrant allowing holders of public shares to retain their shares following distribution of the funds in the trust account and potentially participate in a transaction that the Company may enter into in the future. Allowing holders of Public Shares to retain their shares following the distribution is also expected to allow the Company to continue to trade on the OTC Pink until such time as it consummates an acquisition or transaction. Accordingly, the Company’s board of directors is proposing the Amendment Proposal to remove all provisions applicable to special purpose acquisition companies, including the requirement to cancel the public shares after distributions from the trust account.

The mailing address of the Company’s principal executive office is c/o Graubard Miller, 405 Lexington Avenue, 44th Floor, New York, New York 10174, and its telephone number is (212) 818-8800.

Risks related to Potential Application of the Investment Company Act and Inflation Reduction Act

As previously indicated, the Company completed its initial public offering in MarchJanuary 2021 and has operated as a blank check company searching for a target business with which to consummate an initial business combination since such time (or approximately 3036 months). On March 30, 2022,Due to the SEC issued proposed rules relating to, among other matters, the extent to which special purpose acquisition companies like ours could become subject to regulation under the Investment Company Actlength of 1940, as amended. The SEC’s proposed rules would providetime that we have been searching for a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a company’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require the company to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination, no later than 18 months after the effective date of the company’s registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Regardless of whether or not the proposed rules are adopted, it is possible that a claim could be made that we have been operating as an unregistered investment company. It is also possible that the investment of funds

THE EXTENSION AMENDMENT PROPOSAL

The Company is proposing to amend and restate its charter to extendremove the date by whichprovisions applicable to special purpose acquisition companies, including the Company hasrequirement to consummate a business combination tocancel the Extended Date. The approvalpublic shares following distribution of the Extension Amendment Proposal is essential tofunds held in the overall implementation of the board of directors’ plan to allow the Company more time to complete an initial business combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.Company’s trust account. A copy of the proposed amendment to theamended and restated charter of the Company to effectuate the ExtensionAmendment is attached to this proxy statement as Annex A.

All holdersReasons for the Amendment Proposal

The purpose of the Amendment Proposal is to remove the provisions contained in the charter that are applicable to SPACs, including the requirement to cancel the Company’s public shares whether they vote for or against the Extension Amendment Proposal or do not vote at all, will be permitted to have all or a portion of their public shares redeemed for their pro rata portionfollowing distribution of the funds held in the Company’s trust account providedestablished in connection with the IPO. The Company has been unable as a SPAC to consummate an initial business combination as originally described in the charter and now intends to continue its corporate existence in an effort to ultimately acquire a business or entity. The Company’s board of directors and management has determined that it would be in the Extension is implemented. Holdersbest interest of publicstockholders to approve the Amendment to allow holders to continue to retain their shares do not need to be a holder of record on the record date in order to exercise redemption rights.

The per share pro rata portion of the trust account on the record date (which is expected to be the same approximate amount two business days prior to the meeting) after taking into account taxes owed but not paid by such date was approximately $10.55. The closing price of the Company’s common stock on the record date was $10.34. Accordingly, if the market price were to remain the same until the date of the meeting, exercising redemption rights would resultand participate in a public stockholder receiving approximately $0.21 more than if the stockholder sold such shares in the open market. However, the actual market price on the redemption date may be higher or lower than the per share pro rata portion of the trust account on such date. Additionally, the Company cannot assure stockholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

Reasons for the Extension Amendment Proposal

The Company’s charter currently providestransaction that the Company has until September 4, 2023may potentially enter into in the future. Allowing holders of Public Shares to complete a business combination. The Company believes that givenretain their shares following the Company’s expenditure of time, effort and money on searching for potential business combination opportunities, circumstances warrant providing public stockholders an opportunity to consider such initial business combination. However, there will not be sufficient time before September 4, 2023distribution is also expected to allow the Company to consummatecontinue to trade on the OTC Pink until such initial business combination. Accordingly, the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond September 4, 2023 to the Extended Date. The Company and its officers and directors agreed thatas it would not seek to amend the Company’s charter to allow for a longer period of time to complete a business combination unless it provided holders of public shares with the right to seek redemption of their public shares in connection with the amendment.consummates an acquisition or transaction.

If the Extension Amendment Proposal is not Approved

IfBecause the Extensionshares held by the sponsor represented approximately 79.4% of the Company’s issued and outstanding common stock as of the record date, the Company does not need any public shares to be voted in favor of the Amendment Proposal is not approved by September 4, 2023 (whether onto have it approved. Accordingly, we anticipate that the scheduled date for the special meeting or at an adjourned meeting upon approvalAmendment Proposal will be approved. Nevertheless, management of the Adjournment Proposal),Company may determine for business reasons in its sole discretion not to proceed with the ExtensionAmendment. In such case, the Company will not be implemented and, in accordance with our charter, we expect to (i) cease all operations except forpay the purposeholders of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the fundsamounts held in the trust account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), dividedas required by the number of then outstandingcharter and redeem such public shares, whichshares. This redemption will completely extinguish public stockholders’such holders’ rights as stockholders, (includingincluding the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The holders of the sponsor shares have waived their rights to participate in any, liquidation distribution with respect to such shares. There will be no distribution from the trust account with respect to the Company’s warrants which will expire worthless if the Extension Amendment Proposal is not approved and the Company is wound up. The Company will pay the costs of liquidation from its remaining assets outside of the trust account and the up to $100,000 of interest earned on the funds held in the trust account available to us for such purposes.Company.

THE ADJOURNMENT PROPOSAL

The Company is proposing the Adjournment Proposal to allow the Company to adjourn the special meeting to a later date or dates to give the Company more time to effectuate the ExtensionAmendment for whatever reason, including to provide additional time to seek approval of the Extension Amendment Proposal.reason.

If the Adjournment Proposal is presented to the special meeting and is not approved by the stockholders, the Company may not be able to adjourn the special meeting to a later date or dates if necessary. In such event, the Extension may not be effectuated.

Board Recommendation

The board of directors recommends that stockholders vote “FOR” the approval of the Adjournment Proposal.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of the record date by:

•        each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

•        each of our officers and directors; and

•        all our officers and directors as a group.

As of the record date, there were a total of 14,212,91112,299,561 shares of common stock outstanding. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect beneficial ownership of theany warrants included in the units offered in the IPO or the private units as such warrantsthey are not exercisable within 60 days of the date of this proxy statement. The following also does not take into account the redemption of public shares held by any holder not affiliated with our officers and directors that owned more than 5% of our outstanding shares of common stock at the prior extension vote and has not filed an updated ownership form since such date.

____________

*        Less than one percent.

(1)      Unless otherwise noted, the business address of each of our stockholders is c/o Northern Star Investment Corp. IV,II, c/o Graubard Miller, The Chrysler Building, 405 Lexington Avenue, 44th Floor, New York, New York 10174.

(2)      Interests shown consist solelyIncludes 116,667 shares of founderClass B common stock which shares including 9,708,334 classified aswill automatically convert into Class A common stock and 58,333 classified as Class B common stock.at the time of our initial business combination on a one-for-one basis, subject to adjustment.

(3)      Represents shares held by our sponsor, of which each of Mr. Ledecky is the sole managing member. IncludesThe sponsor has agreed that upon consummation of an initial business combination, it will transfer an aggregate of 1,012,5001,452,500 shares that our sponsor has agreed to transfer toseveral unaffiliated third parties upon consummation of a business combination in exchange for their agreementthem agreeing not to redeem their shares in connection with the extensionprior extensions of time for the Company to consummate an initial business combination obtained in February 2023.

(4)      Represents shares of Class B common stock.

(5)      Represents shares held by EJF Capital LLC, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., EJF Debt Opportunities GP, LLC, EJF Debt Opportunities Master Fund II, LP, EJF Debt Opportunities II GP, LLC, EJF Tactical Opportunities Fund LP, EJF Tactical Opportunities GP LLC, EJF SPAC Investments Fund LP, EJF SPAC Investments GP LLC, the business address for each of which is 2107 Wilson Boulevard, Suite 410, Arlington, VA 22201. Information derived from a Schedule 13G filed on March 11, 2021.

(6)      CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“Cantor”) and directly or indirectly controls the managing general partners of CFS. Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole stockholder. Cantor, indirectly, holds a majority of the ownership interests of CFS. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFS. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The address of the reporting persons is 110 East 59th Street, New York, New York 10022. Information derived from a Schedule 13G filed on June 3, 2022.

(7)      The business address for Aristeia Capital, L.L.C. is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830. Information derived from a Schedule 13 G filed on February 13, 2023.xcombination.

STOCKHOLDER PROPOSALS

If the Extension Amendment Proposal is approved and the ExtensionAmendment is implemented, the Company intends tomay hold a special meeting of stockholders for the purpose of approving a proposed business combinationwhen and if necessary to approve any acquisition and related matters includingthat may require approval under the election of directors.DGCL. Accordingly, the Company’s next annual meeting of stockholders would be held at a future date to be determined by the post business-combination company. The Company expects that it would notify stockholders of the deadline for submitting a proposal for inclusion in the proxy statement for its next annual meeting following the completion of an initial business combination.any acquisition. You should direct any proposals to the Company’s secretary at the Company’s principal office. If you are a stockholder and you want to nominate a person for election to our board of directors or present a matter of business to be considered, under the Company’s bylaws you must give timely notice of the nomination or the matter, in writing, to the Company’s secretary. To be timely, the notice has to be given between 60 and 90 days before the annual meeting date.

If the Extension Amendment Proposal is not approved and the Company liquidates, there will be no further annual meetings of the Company.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Pursuant to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by calling or writing the Company at the Company’s principal executive offices at 405 Lexington Avenue, 44th Floor, New York, New York 10174.

ANNEX A

PROPOSED SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NORTHERN STAR INVESTMENT CORP. IV

Pursuant to SectionSections 242 and 245 of the
Delaware General Corporation Law

The undersigned, being a duly authorized officer of NORTHERN STAR INVESTMENT CORP. IV (the “Corporation”),Northern Star Investment Corp. II, a corporation existing under the laws of the State of Delaware does(the “Corporation”), by its Chief Operating Officer, hereby certifycertifies as follows:

1.    The name of the Corporation is Northern“Northern Star Investment Corp. IV.IV”

2.    The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 30, 2020, an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 1, 2021 and an amendmentamendments to the Amended and Restated Certificate of Incorporation waswere filed in the office of the Secretary of State of the State of Delaware on March 3, 2023 and August 31, 2023.

3.    This Amendment to the Amended and Restated Certificate of Incorporation furtherrestates, integrates and amends the Amended and Restated Certificate of Incorporation of the Corporation.

4.    This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative votejoint written consent of the holders of at least 65%directors and stockholders of the outstanding shares of common stock at a meeting of stockholdersCorporation in accordance with ARTICLE SIXTH of the Amended and Restated Certificate of Incorporation and theapplicable provisions of Sections 141(f), 228, 242 and 245 of the General Corporation Law of the State of Delaware.Delaware (“GCL”).

5.    Section FThe text of ARTICLE SIXTHthe Certificate of Incorporation of the Corporation is hereby deletedamended and replacedrestated to read in its entiretyfull as follows:

3.      “InFIRST: The name of the event thatcorporation is Northern Star Investment Corp. IV (hereinafter sometimes referred to as the “Corporation”).

SECOND: The registered office of the Corporation doesis to be located at c/o Vcorp Services, LLC, 108 W. 13th Street, Suite 100, Wilmington, Delaware 19801. The name of its registered agent at that address is Vcorp Services, LLC.

THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the GCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation including, but not consummatelimited to, effecting a Business Combination by March 4, 2024 or such earlier liquidation and dissolution date as the Company’s board(as defined below).

FOURTH: The total number of directors may approve (the “Termination Date”),shares of all classes of capital stock which the Corporation shall (i) cease all operations except for the purposeshave authority to issue is 151,000,000 of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100%which 150,000,000 shares shall be Common Stock of the IPO Shares for cash for a redemption pricepar value of $0.0001 per share equal(“Common Stock”), representing (a) 125,000,000 shares of Class A Common Stock (“Class A Common Stock”) and (b) 25,000,000 shares of Class B Common Stock (“Class B Common Stock”), and 1,000,000 shares shall be Preferred Stock of the par value of $0.0001 per share.

A.   Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the aggregate amount then heldPreferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution or resolutions adopted by the Board pursuant to Section 275(a)of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the GCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the GCL findingholders of a majority of the dissolutionvoting power of all of the then outstanding shares of the capital stock of the Corporation advisable andentitled to vote generally in the provisionelection of such noticesdirectors, voting together as are required by said Section 275(a)a single class, without a separate vote of the GCL, dissolve and liquidate, subject (inholders of the casePreferred Stock, or any series thereof, unless a vote of clauses (ii) and (iii) above)any such holders is required pursuant to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law.any Preferred Stock Designation.

B.      Common Stock.

(1)    Voting.

(i)      Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.

(ii)     Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.

(iii)    Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Certificate (including any Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to vote on any amendment to this Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any Preferred Stock Designation) or the GCL.

(iv)    Any action required or permitted to be taken at any meeting of the holders of Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Common Stock were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous written consent of the holders of Common Stock shall, to the extent required by law, be given to those holders of Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders of Common Stock to take the action were delivered to the Corporation.

(2)    Class B Common Stock.

(i)      Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Conversion Ratio”) (A) at any time and from time to time at the option of the holder thereof and (B) automatically at the time of the closing of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”).

The Conversion Ratio shall also be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of this Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock.

(iii)   Voting. Except as otherwise required by law or this Certificate (including any Preferred Stock Designation), for so long as any shares of Class B Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the holders of a majority of the shares

of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of this Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock.

(3)    Dividends. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(4)    Liquidation, Dissolution or Winding Up of the Corporation. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock) held by them.

FIFTH: Intentionally Omitted.

SIXTH: The Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be fixed exclusively by the Board of Directors and shall be as nearly equal as possible. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Except as the GCL may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s Bylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.

SEVENTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.    Election of directors need not be by ballot unless the by-laws of the Corporation so provide.

B.     In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter and repeal the by-laws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any by-law whether adopted by them or otherwise.

C.     The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any special meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy), unless a higher vote is required by applicable law, shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

D.     In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of the State of Delaware, of this Certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

EIGHTH:     A.    A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of this paragraph A by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

B.   The Corporation, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized hereby.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

TENTH: A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the GCL or this Amended and Restated Certificate or the By-Laws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Notwithstanding the foregoing, the Court of Chancery of the State of Delaware shall not be the sole and exclusive forum for any of the following actions: (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act of 1933, as amended. Furthermore, notwithstanding the foregoing, the provisions of this Section A will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

B.     If any action the subject matter of which is within the scope of Section A immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce paragraph A immediately above (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

C.     If any provision or provisions of this Article TENTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article TENTH (including, without limitation, each portion of any sentence of this Article TENTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TENTH.

ELEVENTH: The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue.

[Signature Page Follows]

PROXY

NORTHERN STAR INVESTMENT CORP. IV
c/o Graubard Miller
405 Lexington Avenue, 44th Floor
New York, New York 10174

SPECIAL MEETING OF STOCKHOLDERS

AUGUST 31, 2023MARCH __, 2024

YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE

NORTHERN STAR INVESTMENT CORP. IVII

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
AUGUST 31, 2023MARCH __, 2024

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated August 15, 2023,March __, 2024, in connection with the special meeting to be held at 11:3045 a.m. EDT on August 31, 2023 virtually,March __, 2024 at the offices of Graubard Miller, 405 Lexington Avenue, 44https://www.cstproxy.com/northernstaric4/sm2023th, Floor, New York, New York 10174, and hereby appoints Jonathan Ledecky and Jim Brady the attorney and proxy of the undersigned, with power of substitution, to vote all shares of common stock of Northern Star Investment Corp. IV (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the special meeting of stockholders, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying Proxy Statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE EXTENSION AMENDMENT PROPOSAL (PROPOSAL 1), AND “FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 2), IF PRESENTED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on August31, 2023:March __, 2024: This notice of meeting and the accompany proxy statement are available at https://www.cstproxy.com/northernstaric4/sm20232024.

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1, “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 2, IF SUCH PROPOSAL IS PRESENTED AT THE SPECIAL MEETING, AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.