PIVOTAL INVESTMENT CORPORATION III 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): March 22, 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, 11th Floor
New York, NY10174
(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 isintended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral 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 theExchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuantto Rule 14d-2(b) under theExchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuantto Rule 13e-4(c) under theExchange 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-sixthof 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 | ||
| Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | PICC WS | The New York Stock Exchange |
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 theSecurities Exchange Act of 1934 (§240.12b-2 of thischapter).
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 22, 2022, the Board of Directors of Pivotal Investment Corporation III (the "Company") approved an amendment to the Company's Bylaws to correct an error contained therein. The originally adopted Bylaws mistakenly indicated that stockholders could not take action by written consent, while it was always the intent to provide that stockholders were permitted to take such action (as evidenced by the fact that the Company's certificate of incorporation did not contain any prohibition on stockholders being permitted to take such action as would have been required by the Delaware General Corporation Law). Accordingly, the amendment replaced the incorrect provision so that it correctly stated that stockholders were permitted to take action by written consent. No other changes were made to the Bylaws. The foregoing summary of the amendment to the Bylaws is qualified in its entirety by the full text of the Bylaws, the amended and restated form of which is attached hereto as Exhibit 3.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
| 3.1 | Amended and Restated Bylaws | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 25, 2022
| PIVOTAL INVESTMENT CORPORATION III | ||
| By: | /s/ Kevin Griffin | |
| Name: | Kevin Griffin | |
| Title: | Chief Executive Officer |
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Pivotal Investment III Corp. published this content on 25 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2022 22:12:57 UTC.
