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~~June 0814, 2024

KLDiscovery Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38789	61-1898603
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9023 Columbine Road
Eden Prairie, Minnesota		55347
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: ~~703~~888 ~~288~~811-~~3380~~3789

(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:

☐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
N/A	N/A	N/A

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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~May~~June 814, 2024, KLDiscovery Inc. (~~“KLDiscovery” or~~ the “Company”) ~~issued~~entered ainto ~~press~~the ~~release~~Second ~~reporting~~Amendment ~~its~~(the ~~financial~~“Second ~~results~~Amendment”) ~~for~~to the ~~three~~Securities ~~months~~Purchase ~~ended~~Agreement, ~~March~~dated 31as of December 16, ~~2024.~~2019 A(as ~~copy~~amended ofby ~~the~~that ~~press~~certain ~~release~~First isAmendment ~~furnished~~to asSecurities ~~Exhibit~~Purchase ~~99.1~~Agreement, todated ~~this~~as ~~Current~~of ~~Report~~November on19, ~~Form~~2021, ~~8-K.~~the ~~The~~“Securities ~~information~~Purchase ~~furnished~~Agreement”) with ~~this~~holders ~~Item~~of 2all of the Company’s outstanding 8.~~02,~~00% ~~including~~convertible ~~Exhibit~~debentures 99due 2024 (the “Debentures”).1, ~~shall~~The ~~not~~Second beAmendment ~~deemed~~amends ~~"filed"~~the ~~for~~Securities ~~purposes~~Purchase ofAgreement ~~Section~~to 18provide ofthat the ~~Securities~~Debentures ~~Exchange~~will ~~Act~~mature ofon ~~1934~~January 3, as2025 ~~amended~~unless earlier converted, redeemed or ~~otherwise~~repurchased. ~~subject~~The toforegoing ~~the~~summary ~~liabilities~~ of ~~that~~the ~~section,~~Second ~~nor~~Amendment ~~shall~~is itnot becomplete ~~deemed~~and ~~incorporated~~is byqualified ~~reference~~in ~~into~~its ~~any~~entirety ~~filing~~by ~~under~~reference to the ~~Securities~~full ~~Act~~text of ~~1933,~~the asSecond ~~amended~~Amendment, ~~except~~a ascopy ~~expressly~~of ~~set~~which ~~forth~~is byfiled ~~specific~~with ~~reference~~this inForm ~~such a filing~~8-K.

As previously reported in the Company’s Current Report on Form 8-K filed on May 2, 2024, the Company and its principal convertible debenture holders and its principal term loan lender have reached an agreement in principle to significantly reduce the Company’s long-term debt balance and strengthen the Company’s financial position. Subject to execution of applicable definitive documents, this transaction will provide, inter alia, for a conversion of the Debentures into approximately 96% of KLDiscovery’s pro forma outstanding common equity and an extension of the maturity of the Company’s term loan to August 2027.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
99.1		KLDiscovery Press Release, dated May 8, 2024.
2.1	Second Amendment to the Securities Purchase Agreement, dated as of June 14, 2024, by and among KLDiscovery Inc. (formerly known as Pivotal Acquisition Corp.) and the Purchasers named therein
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

SIGNATURES

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.

			KLDiscovery Inc.
Date:	~~May~~June 814, 2024	By:	/s/ ~~Christopher~~Dawn ~~J. Weiler~~Wilson
		Name:Title:	~~Christopher~~Dawn J.WilsonChief ~~WeilerChief~~Financial ~~Executive~~ Officer

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