Current Report Filing (8-k)
03 Janeiro 2023 - 8:31AM
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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): December
29, 2022
PIVOTAL INVESTMENT
CORPORATION III
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-40019 |
|
85-3415215 |
|
(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 |
|
PICC.U |
|
The New York Stock Exchange |
| Class A Common Stock, par value $0.0001 per share |
|
PICC |
|
The New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act:
| Title of Each Class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share |
|
PICCW |
|
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 1.01. Entry into a Material Definitive Agreement.
On December 29, 2022 and December 30, 2022, Pivotal Investment Holdings
III LLC (the “Sponsor”), the sponsor of Pivotal Investment Corporation III (the “Company”), entered into agreements
(“Non-Redemption Agreements”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate
of 600,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at 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 February 11, 2023 to August 11, 2023 (the “Extension”). In exchange for the foregoing
commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 150,000 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 Meeting. 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 December 22, 2022 and filed on December 23, 2022 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 is incorporated by reference
into this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 30, 2022, the Company held the Meeting. An aggregate of
27,281,381 shares of the Company’s common stock, which represented a quorum of the outstanding common stock entitled to vote as
of the record date of December 1, 2022, were represented in person or by proxy at the Meeting.
The Company’s stockholders voted on the following proposal at
the Meeting, which was approved:
(1) Proposal No. 1 — The Extension Amendment Proposal —
a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has
to consummate a business combination from February 11, 2023 to August 11, 2023. The following is a tabulation of the votes with respect
to this proposal, which was approved by the Company’s stockholders:
For | |
Against | |
Abstain | |
Broker Non-Votes |
| 26,761,844 | |
510,517 | |
9,020 | |
0 |
As previously disclosed, in connection with the Meeting, the Sponsor
entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 409,051 shares of
common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. The foregoing arrangements
did not increase the likelihood that the proposal was approved by stockholders but did increase the amount of funds that remained in the
Company’s trust account following the Meeting. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate
of 25,577,957 public shares exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 2,022,043
public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of approximately $258,260,632 in cash.
On December 30, 2022, the Company filed the amendment to its amended
and restated certificate of incorporation with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto
as Exhibit 3.1.
Item
8.01 Other Events.
On December 30, 2022, the Sponsor voluntarily converted 6,540,000 shares
of Class B common stock of the Company it held as of such date into 6,540,000 shares of Class A common stock of the Company in accordance
with the Charter. As a result of the foregoing and the results of the Meeting described above, the Company has an aggregate of 8,562,043
shares of Class A common stock outstanding and 360,000 shares of Class B common stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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:
January 3, 2023 |
PIVOTAL INVESTMENT CORPORATION III |
| |
|
|
| |
By: |
/s/ Jonathan Ledecky |
| |
|
Jonathan Ledecky |
| |
|
Chairman |
3
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