Current Report Filing (8-k)
2022年12月30日 - 8:31PM
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2022-12-28
2022-12-28
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2022-12-28
2022-12-28
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2022-12-28
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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 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) |
|
(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 28, 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 120,000 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 30,000 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 Non-Redemption Agreements are not expected to increase the likelihood that
the Extension Proposal is approved by stockholders but will increase the amount of funds that remain in the Company’s trust account
following 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
8.01. Other Events
On
December 29, 2022, the Company again adjourned the Meeting, which was originally scheduled for December 22, 2022 at 10:00 a.m. EDT and
subsequently adjourned, to December 30, 2022 at 10:30 a.m. EDT to allow additional time for the Company to engage with its stockholders
and solicit redemption reversals.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings
with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Proposal. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors
and officers in the definitive proxy statement dated December 9, 2022 (the “Proxy Statement”), which may be obtained free
of charge from the sources indicated below.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension Proposal. Stockholders
may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing
a request to the Company’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith,
Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.
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:
December 30, 2022 |
PIVOTAL
INVESTMENT CORPORATION III |
|
|
|
|
By: |
/s/
Jonathan Ledecky |
|
|
Jonathan
Ledecky |
|
|
Chairman
of the Board |
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