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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pivotal Investment Corporation III Redeemable Warrants, each whole warrant exercisable for shares of
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 7, 2024 |
SC 13G/A 1 p24-0554sc13ga.htm PIVOTAL INVESTMENT CORP III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pivotal Investment Corporation III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Fi |
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| September 1, 2023 |
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): August 31, 2023 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Com |
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| September 1, 2023 |
Pivotal Investment Corporation III Announces Process and Timing of Redemption of Public Shares Exhibit 99.1 Pivotal Investment Corporation III Announces Process and Timing of Redemption of Public Shares New York, New York, Aug. 31, 2023 (GLOBE NEWSWIRE) – Pivotal Investment Corporation III (the “Company”) has commenced the process of redeeming all outstanding shares of the Company’s common stock that were included in the units sold in the Company’s initial public offering (the “Public Share |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-40019 PIVOTAL INVESTMENT CORP |
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| August 14, 2023 |
Submission of Matters to a Vote of Security Holders 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): August 11, 2023 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Com |
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| August 8, 2023 |
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): August 7, 2023 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Comm |
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| August 2, 2023 |
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): August 2, 2023 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Comm |
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| August 2, 2023 |
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): August 2, 2023 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Comm |
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| July 27, 2023 |
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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 27, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): July 21, 2023 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Commi |
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| July 21, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the Class A Common Stock, $0. |
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| July 13, 2023 |
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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––– SCHEDULE 14A (Amendment No. 1) ––––––––––––––––––––– Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission On |
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| June 30, 2023 |
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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-40019 PIVOTAL INVESTMENT COR |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40019 CUSIP NUMBER 72582M 205 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-40019 PIVOTAL INVESTMENT CORPORATION III (Exact name of registrant as specified in its charter) Delaware 85-3415215 (State or Other Jurisdiction of Incorporatio |
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| March 31, 2023 |
Description of the Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF SECURITIES We are authorized to issue 150,000,000 shares of common stock, par value $0.0001, including 125,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, par value $0.0001. The following description summarizes the material terms of our securities. Because it is only a summary, it may n |
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| March 1, 2023 |
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): February 28, 2023 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (C |
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| March 1, 2023 |
Exhibit 99.1 Pivotal Investment Corp. III to Appeal Delisting Determination by NYSE Stock and Units To Now Trade During Appeal Period on OTC as “PICC” and “PICCU” New York, New York, March 01, 2023 (GLOBE NEWSWIRE) - Pivotal Investment Corporation III (“Pivotal” or the “Company”), a special purpose acquisition company, today announced that it intends to appeal a decision by the staff of NYSE Regul |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pivotal Investment Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M106 (CUSIP Number) January 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| January 27, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Pivotal Investment Corp III dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) u |
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| January 27, 2023 |
PICC / Pivotal Investment Corporation III / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* Pivotal Investment Corp III (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 72582M106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 27, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pivotal Investment Corporation III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to desig |
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| January 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 11, 2023 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D (as may be amended from time to time, the “Schedule 13D”) with respect to the Class A Common Stock of Pivotal Investment Corporation III beneficially owned by the undersigned is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| January 10, 2023 |
SC 13G 1 schedule13gpicc01102023.htm PICC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pivotal Investment Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of |
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| January 3, 2023 |
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) (C |
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| January 3, 2023 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PIVOTAL INVESTMENT CORPORATION III Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of PIVOTAL INVESTMENT CORPORATION III (the ?Corporation?), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of |
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| December 30, 2022 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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 28, 2022 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (C |
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| December 28, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 23, 2022 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (C |
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| December 23, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 22, 2022 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (C |
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| December 23, 2022 |
EX-10.1 2 ea170799ex10-1pivotalinv3.htm FORM OF NON-REDEMPTION AGREEMENT Exhibit 10.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated , 2022, between (the “Holder”) and Pivotal Investment Holdings III LLC (the “Insider”). RECITALS: A. Pivotal Investment Corporation III, a Delaware corporation (the “Company” or “SPAC”) will hold a special meeting of its stockholders (the |
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| December 22, 2022 |
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 22, 2022 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (C |
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| December 9, 2022 |
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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 23, 2022 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] November 23, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Pivotal Investment Corporation III Preliminary Proxy Statement on |
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| November 22, 2022 |
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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 14, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each whole warrant exercisable for shares of Class A common stock at an exercise price of $11. |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40019 |
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| October 28, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): October 27, 2022 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Co |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40019 PIVO |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40019 PIV |
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| April 8, 2022 |
Description of the Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF SECURITIES We are authorized to issue 150,000,000 shares of common stock, par value $0.0001, including 125,000,000 shares of Class A common stock and 25,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, par value $0.0001. 27,600,000 shares of Class A common stock are outstanding and 6,900,000 shares of Class B common stock are outsta |
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| April 8, 2022 |
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
OMB APPROVAL OMB Number: 3235-0058 Expires: March 31, 2022 Estimated average burden Hours per form 2. |
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| March 25, 2022 |
Exhibit 3.1 BY LAWS OF PIVOTAL INVESTMENT CORPORATION III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Pivotal Investment Corporation III (the ?Corporation?) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered agent of the corporation in c |
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| March 25, 2022 |
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): March 22, 2022 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pivotal Investment Corporation III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to desig |
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| January 21, 2022 |
PICC / Pivotal Investment Corporation III / Magnetar Financial LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pivotal Investment Corp III (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 72582M106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction |
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| November 16, 2021 |
Graubard Miller The Chrysler Building 405 Lexington Avenue NEW YORK, N.Y. 10174-1101 (212) 818-8800 COVER Graubard Miller The Chrysler Building 405 Lexington Avenue NEW YORK, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] November 16, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Pivotal Investment Corp III Form 8-K filed Nove |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40019 |
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| November 15, 2021 |
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): November 15, 2021 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (C |
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| August 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40019 PIVO |
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| July 27, 2021 |
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): July 27, 2021 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (Commi |
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| June 21, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pivotal Investment Corporation III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M106 (CUSIP Number) June 9, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| May 28, 2021 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 25, 2021 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 84-3415215 (State or Other Jurisdiction of Incorporation) (Commis |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40019 PIV |
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| May 14, 2021 |
OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden Hours per form 2. |
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| April 7, 2021 |
Description of Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF REGISTRANT?S SECURITIES The following summary of Pivotal Investment Corporation III?s securities is based on and qualified by the Company?s Amended and Restated Articles of Incorporation (the ?Amended and Restated Charter?). References to the ?Company? and to ?we,? ?us,? and ?our? refer to Pivotal Investment Corporation III.? General As of the date of its Initial Public |
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| April 7, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended December 31, 2020 Commission File Number 001-40019 PIVOTAL INVESTMENT CORPORATION III (Exact name of registrant as specified in its charter) Delaware 84-3415215 (State or Other Jurisdiction of |
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| April 1, 2021 |
OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden Hours per form 2. |
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| March 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pivotal Investment Corporation III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M205 (CUSIP Number) February 11, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| February 22, 2021 |
Pivotal Investment Corporation III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pivotal Investment Corporation III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 72582M205** (CUSIP Number) February 11, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design |
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| February 18, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-99.1 Exhibit 99.1 Pivotal Investment Corporation III Index to Financial Statement Page Report of Independent Registered Public Accounting Firm F-2 Balance sheet as of February 11, 2021 F-3 Notes to financial statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Pivotal Investment Corporation III Opinion on the Financial Statement |
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| February 18, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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): February 11, 2021 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) (C |
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| February 18, 2021 |
Pivotal Investment Corp. III Announces Closing of $276,000,000 Initial Public Offering Exhibit 99.2 Pivotal Investment Corp. III Announces Closing of $276,000,000 Initial Public Offering February 11, 2021 NEW YORK?(BUSINESS WIRE)?Pivotal Investment Corp. III (the ?Company?) announced today that it closed its initial public offering of 27,600,000 units, including the full 3,600,000 units subject to the underwriters? over-allotment option, at $10.00 per unit, generating total gross pr |
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| February 11, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 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): February 8, 2021 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Charter) Delaware 001-40019 85-3415215 (State or Other Jurisdiction of Incorporation) |
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| February 11, 2021 |
Pivotal Investment Corp. III Announces Pricing of Upsized $240,000,000 Initial Public Offering EX-99.1 Exhibit 99.1 Pivotal Investment Corp. III Announces Pricing of Upsized $240,000,000 Initial Public Offering February 8, 2021 NEW YORK—(BUSINESS WIRE)—Pivotal Investment Corp. III (the “Company”) announced today that it priced its upsized initial public offering of 24,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (“NYSE”) and will begin trading to |
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| February 11, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PIVOTAL INVESTMENT CORPORATION III Pursuant to Section 245 of the Delaware General Corporation Law Pivotal Investment Corporation III, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Pivotal Investment C |
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| February 11, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of February 8, 2021 by and between Pivotal Investment Corporation III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-252063 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effe |
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| February 11, 2021 |
Registration Rights Agreement* Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of February, 2021, by and among Pivotal Investment Corporation III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors an |
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| February 11, 2021 |
EX-1.1 Exhibit 1.1 Pivotal Investment Corporation III 24,000,000 Units UNDERWRITING AGREEMENT New York, New York February 8, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 As Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Pivotal Investmen |
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| February 11, 2021 |
Form of Indemnification Agreement. Exhibit 10.3 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of February 8, 2021 (“Agreement”), by and between Pivotal Investment Corporation III, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential |
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| February 11, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.1 WARRANT AGREEMENT between PIVOTAL INVESTMENT CORPORATION III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 8, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between Pivotal Investment Corporation III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent ( |
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| February 10, 2021 |
$240,000,000 Pivotal Investment Corporation III 24,000,000 Units 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. |
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| February 8, 2021 |
S-1MEF As filed with the U.S. Securities and Exchange Commission on February 8, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PIVOTAL INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-3415215 (State or other jurisdiction of incorporation o |
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| February 8, 2021 |
February 8, 2021 VIA EDGAR Todd Schiffman, Esq. Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Pivotal Investment Corporation III Registration Statement on Form S-1 Filed January 13, 2021, as amended File No. 333-252063 Dear Mr. Schiffman: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of |
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| February 8, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PIVOTAL INVESTMENT CORPORATION III (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3415215 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification |
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| February 8, 2021 |
Pivotal Investment Corporation III The Chrysler Building 405 Lexington Avenue New York, New York 10174 February 8, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, N. |
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| February 5, 2021 |
Graubard Miller The Chrysler Building 405 Lexington Avenue NEW YORK, N.Y. 10174-1101 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] February 5, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Pivotal Investment Corp. III Amendment No. 1 to Form S-1 Filed Janu |
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| February 2, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between PIVOTAL INVESTMENT CORPORATION III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Pivotal Investment Corporation III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such |
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| February 2, 2021 |
Amended and Restated Certificate of Incorporation. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PIVOTAL INVESTMENT CORPORATION III Pursuant to Section 245 of the Delaware General Corporation Law Pivotal Investment Corporation III, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Pivotal Inves |
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| February 2, 2021 |
S-1/A As filed with the Securities and Exchange Commission on February 2, 2021 Registration No. |
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| February 1, 2021 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address [email protected] February 2, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Pivotal Investment Corp. III Amendment No. 1 to Form S-1 Filed Janu |
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| January 25, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PIVOTAL INVESTMENT CORPORATION III Pursuant to Section 245 of the Delaware General Corporation Law Pivotal Investment Corporation III, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Pivotal Investment C |
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| January 25, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Pivotal Investment Corporation III 20,000,000 Units UNDERWRITING AGREEMENT New York, New York January , 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 As Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Pivotal Investment Corpora |
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| January 25, 2021 |
Form of Registration Rights Agreement. Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2021, by and among Pivotal Investment Corporation III, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Compan |
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| January 25, 2021 |
Specimen Common Stock Certificate. EX-4.2 Exhibit 4.2 NUMBER SHARES C PIVOTAL INVESTMENT CORPORATION III INCORPORATED UNDER THE LAWS OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP [] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF PIVOTAL INVESTMENT CORPORATION III transferable on the books of the Company in person or by |
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| January 25, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 25, 2021 Registration No. |
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| January 25, 2021 |
Form of Insider Letter Sponsor. Exhibit 10.1.2 , 2021 Pivotal Investment Corporation III c/o Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting A |
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| January 25, 2021 |
Form of Compensation Committee Charter. EX-99.2 Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PIVOTAL INVESTMENT CORPORATION III I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Pivotal Investment Corporation III (the “Company”) for the purposes of, among other things, (a) discharging the Board’s responsibilities relating to the compensatio |
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| January 25, 2021 |
Form of Nominating Committee Charter. EX-99.3 Exhibit 99.3 Adopted[] , 2021 NOMINATING COMMITTEE CHARTER OF PIVOTAL INVESTMENT CORPORATION III The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Pivotal Investment Corporation III (the “Company”), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it sha |
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| January 25, 2021 |
EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [, 2021] by and between Pivotal Investment Corporation III (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-252063 (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effe |
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| January 25, 2021 |
EX-4.3 Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS PIVOTAL INVESTMENT CORPORATION III CUSIP [] WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Pivotal Investment Corporation III, a Delaware corporation (the “Company”), expir |
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| January 25, 2021 |
Form of subscription agreement for private warrants. EX-10.5 Exhibit 10.5 As of , 2021 Gentlemen: Pivotal Investment Corporation III (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The undersigned hereby com |
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| January 25, 2021 |
Form of Audit Committee Charter. EX-99.1 Exhibit 99.1 Adopted: , 2021 AUDIT COMMITTEE CHARTER OF PIVOTAL INVESTMENT CORPORATION III Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Pivotal Investment Corporation III (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independe |
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| January 25, 2021 |
EX-4.1 Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS PIVOTAL INVESTMENT CORPORATION III CUSIP [] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Pivotal Investment Corporation III, a De |
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| January 25, 2021 |
EX-14 Exhibit 14 PIVOTAL INVESTMENT CORPORATION III CODE OF ETHICS 1. Introduction The Board of Directors of Pivotal Investment Corporation III (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: • promote honest and ethical conduct, including the ethical handling of actual or apparent confl |
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| January 25, 2021 |
Exhibit 10.1.1 [], 2021 Pivotal Investment Corporation III c/o Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting |
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| January 25, 2021 |
Form of Indemnification Agreement. EX-10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT This Agreement, made and entered into effective as of [•], 2021 (“Agreement”), by and between Pivotal Investment Corporation III, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential |
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| January 25, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between PIVOTAL INVESTMENT CORPORATION III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Pivotal Investment Corporation III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such |
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| January 13, 2021 |
BY LAWS PIVOTAL INVESTMENT CORPORATION III ARTICLE I EX-3.3 3 d55752dex33.htm EX-3.3 Exhibit 3.3 Adopted as of October 6, 2020 BY LAWS OF PIVOTAL INVESTMENT CORPORATION III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Pivotal Investment Corporation III (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Servi |
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| January 13, 2021 |
Power of Attorney (included on signature page of this Registration Statement).* S-1 Table of Contents As filed with the Securities and Exchange Commission on January 12, 2021 Registration No. |
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| January 13, 2021 |
Certificate of Incorporation.* EX-3.1 2 d55752dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PIVOTAL INVESTMENT CORPORATION III Pursuant to Section 102 of the Delaware General Corporation Law I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), do hereby certify as follows: F |
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| January 13, 2021 |
EX-10.3 4 d55752dex103.htm EX-10.3 Exhibit 10.3 PROMISSORY NOTE $125,000 As of December 1, 2020 Pivotal Investment Corporation III (“Maker”) promises to pay to the order of MGG Investment Group LP or its successors or assigns (“Payee”) the principal sum of One Hundred Twenty Five Thousand Dollars and No Cents ($125,000), in such amounts as requested by Maker, in lawful money of the United States o |
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| December 11, 2020 |
Table of Contents This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. |
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| December 11, 2020 |
BY LAWS PIVOTAL INVESTMENT CORPORATION III ARTICLE I Exhibit 3.3 Adopted as of October 6, 2020 BY LAWS OF PIVOTAL INVESTMENT CORPORATION III ARTICLE I OFFICES 1.1 Registered Office. The registered office of Pivotal Investment Corporation III (the ?Corporation?) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered |
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| December 11, 2020 |
PROMISSORY NOTE $125,000 As of December 1, 2020 Exhibit 10.3 PROMISSORY NOTE $125,000 As of December 1, 2020 Pivotal Investment Corporation III (?Maker?) promises to pay to the order of MGG Investment Group LP or its successors or assigns (?Payee?) the principal sum of One Hundred Twenty Five Thousand Dollars and No Cents ($125,000), in such amounts as requested by Maker, in lawful money of the United States of America, on the terms and conditi |
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| December 11, 2020 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PIVOTAL INVESTMENT CORPORATION III Pursuant to Section 102 of the Delaware General Corporation Law I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the ?GCL?), do hereby certify as follows: FIRST: The name of the corporatio |
