Current Report Filing (8-k)
March 01 2023 - 7:06AM
Edgar (US Regulatory)
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2023-02-28
2023-02-28
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2023-02-28
2023-02-28
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2023-02-28
2023-02-28
iso4217:USD
xbrli:shares
iso4217:USD
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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): February 28, 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)) |
| |
☐ |
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 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) |
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 1, 2023 |
PIVOTAL
INVESTMENT CORPORATION III |
| |
|
|
| |
By: |
/s/
Jonathan Ledecky |
| |
|
Jonathan
Ledecky |
| |
|
Chairman |
2
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