Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 25, 2021, Pivotal Investment Corporation III (the "Company") received a
written notice (the "Notice") from the Regulation Department of the New York
Stock Exchange ("NYSE") indicating that the Company was not in compliance with
Section 802.01E of the Listed Company Manual (the "Rule") because the Company
had failed to file its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021 (the "Delinquent Report").
On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the
"SEC") issued the "Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the
"SEC Statement"), which clarified guidance for all SPAC-related companies
regarding the accounting and reporting for their warrants. As a SPAC, the
Company had been re-evaluating the accounting treatment of its warrants as
equity, and determining whether, based on the SEC Statement, such warrants
should be, and should previously have been, classified as liabilities measured
at fair value, with non-cash fair value adjustments recorded in earnings at each
reporting period.
On May 27, 2021, the Company filed the Delinquent Report with the SEC and is
therefore back in compliance with the Rule.
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PIVOTAL INVESTMENT CORPORATION III 
