Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 28, 2023, Pivotal Investment Corporation III (the "Company")
received a written notice (the "Notice") from the staff of NYSE Regulation (the
"Staff") of the New York Stock Exchange ("NYSE") indicating that the Staff has
determined to commence proceedings to delist the Company's Class A Common Stock
and units, each consisting of one share of Class A Common Stock and one-fifth of
one redeemable warrant (the "Units"), each warrant exercisable for one share of
Class A Common Stock of the Company (the "Warrants"), from the NYSE pursuant to
Section 802.01B of the NYSE's Listed Company Manual because the Company had
fallen below the NYSE's continued listing standard requiring a listed
acquisition company to maintain an average aggregate global market
capitalization attributable to its publicly-held shares over a consecutive 30
trading day period of at least $40,000,000.
The Company has a right to a review of this determination by a Committee of the
Board of Directors of the NYSE. Application to the Securities and Exchange
Commission to delist the Company's Class A Common Stock and Units is pending,
subject to the completion of all applicable procedures, including any appeal by
the Company of the Staff's decision. The Company intends to appeal the
determination.
Trading in the Class A Common Stock and Units on the NYSE will be suspended
immediately. Effective as of March 1, 2023, the Class A Common Stock and units
may be quoted and traded in the over-the-counter ("OTC") market under the ticker
symbols "PICC" and "PICCU," respectively.
The Company issued a press release announcing the foregoing, a copy of which is
attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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PIVOTAL INVESTMENT CORPORATION III 
