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 of Report (Date of earliest event reported): ~~December 29~~February 28, ~~2022~~2023

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))

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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 13.01. Notice ~~Entry~~of ~~into~~Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On February ~~December 29~~28, ~~2022 and December 30~~2023, ~~2022,~~ Pivotal Investment ~~Holdings~~ Corporation III ~~LLC~~ (the “~~Sponsor~~Company”), ~~the~~received ~~sponsor~~a ofwritten ~~Pivotal~~notice ~~Investment Corporation III~~ (the “~~Company~~Notice”)~~, entered into agreements~~ ~~(“Non-Redemption~~from ~~Agreements”)~~the ~~with~~staff ~~several~~of ~~unaffiliated~~NYSE ~~third~~Regulation ~~parties~~(the in“Staff”) ~~exchange for them agreeing not to redeem an aggregate~~ of ~~600,000 shares of~~ the ~~Company~~New ~~sold~~York inStock ~~its~~Exchange ~~initial public offering~~ (“~~Non-Redeemed Shares~~NYSE”) atindicating that the ~~special~~Staff ~~meeting~~has ~~called by~~determined ~~the~~to ~~Company~~commence ~~(the~~proceedings ~~“Meeting”)~~ to ~~approve~~delist anthe ~~extension~~Company’s ofClass ~~time~~A ~~for~~Common ~~the~~Stock ~~Company~~and tounits, ~~consummate~~each anconsisting ~~initial~~of one ~~business~~share ~~combination (the~~of ~~“Extension~~Class ~~Proposal”)~~A ~~from~~Common ~~February~~Stock ~~11,~~and ~~2023~~one-fifth toof ~~August~~one ~~11,~~redeemable ~~2023~~warrant (the “~~Extension~~Units”)., Ineach ~~exchange~~warrant exercisable for ~~the~~one ~~foregoing commitments~~share ~~not~~of toClass ~~redeem~~A ~~such~~Common ~~shares,~~Stock ~~the Sponsor has agreed to transfer to such investors an aggregate~~ of ~~150,000 shares of~~ the Company ~~held~~ by (the ~~Sponsor~~“Warrants”), ~~immediately~~from ~~following~~the ~~consummation~~NYSE ofpursuant ~~an initial business combination if they continue~~ to ~~hold~~Section ~~such~~802.01B ~~Non-Redeemed Shares~~of ~~through~~ the ~~Meeting.~~NYSE’s ~~The~~Listed ~~foregoing~~Company ~~summary~~Manual ofbecause the ~~Non-Redemption~~Company ~~Agreement~~had ~~does~~fallen ~~not~~below ~~purport~~the toNYSE’s becontinued ~~complete~~listing ~~and~~standard isrequiring ~~qualified~~a ~~in its entirety~~listed byacquisition ~~reference~~company to ~~the~~maintain ~~form~~an ofaverage ~~Non-Redemption~~aggregate ~~Agreement~~global ~~previously~~market ~~filed~~capitalization byattributable ~~the Company as Exhibit 10.1~~ to ~~the~~its ~~Current~~publicly-held ~~Report~~shares onover ~~Form~~a ~~8-K~~consecutive ~~dated~~30 ~~December~~trading ~~22,~~day ~~2022~~period ~~and~~of ~~filed~~at onleast ~~December 23~~$40, ~~2022 and incorporated herein by reference~~000,000.

~~Item~~The Company 5has a right to a review of this determination by a Committee of the Board of Directors of the NYSE.~~03.~~ ~~Amendments~~Application to ~~Articles~~the Securities and Exchange Commission to delist the Company’s Class A Common Stock and Units is pending, subject to the completion of ~~Incorporation~~all orapplicable procedures, ~~Bylaws~~including any appeal by the Company of the Staff’s decision. The Company intends to appeal the determination.

~~The~~Trading in ~~information~~the ~~included~~Class inA ~~Item~~Common 5Stock and Units on the NYSE will be suspended immediately.07 isEffective ~~incorporated~~as byof ~~reference~~March 1, 2023, the Class A Common Stock ~~into~~and ~~this~~units ~~item~~may tobe quoted and traded in the ~~extent~~over-the-counter ~~required~~(“OTC”) market under the ticker symbols “PICC” and “PICCU,” respectively.

~~Item~~The Company ~~5.07.~~issued ~~Submission~~a ofpress ~~Matters~~release toannouncing the foregoing, a ~~Vote~~copy of ~~Security~~which ~~Holders~~is attached as Exhibit 99.1.

~~On December 30, 2022, the Company held the Meeting~~Item 9. ~~An aggregate of~~01 ~~27,281,381~~Financial ~~shares~~Statements ofand 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 MeetingExhibits.

~~The~~(d) ~~Company’s stockholders voted on the following proposal at the Meeting, which was approved:~~Exhibits

(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:

Exhibit			Description
99.1			Press Release
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

For		Against		Abstain		Broker Non-Votes
26,761,844		510,517		9,020		0

1SIGNATURE

~~As previously disclosed, in connection with the Meeting, the Sponsor~~Pursuant ~~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.~~requirements ~~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~~Securities ~~account~~Exchange ~~following~~Act ~~the Meeting. As a result~~ of ~~the foregoing~~1934, ~~effective~~the ~~December~~registrant ~~30,~~has ~~2022,~~duly ~~public~~caused ~~holders~~this ofreport ~~an aggregate of 25,577,957 public shares exercised, and did not reverse, their right~~ to ~~redeem~~be ~~their~~signed ~~public~~on ~~shares~~its ~~(leaving~~behalf ~~an aggregate of 2,022,043~~by ~~public shares outstanding after~~ the ~~Meeting)~~undersigned ~~resulting~~hereunto induly ~~payment to such holders of an aggregate of approximately $258,260,632 in cash~~authorized.

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.

Dated: March 1, 2023	PIVOTAL INVESTMENT CORPORATION III

	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chairman

~~Item 8.01 Other Events.~~2

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

Exhibit			Description
3.1			Amended and Restated Certificate of Incorporation
10.1			Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 included in the Registrant’s Current Report on Form 8-K filed on December 23, 2022)
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Filing Compare · Pivotal Investment Corp III