PIVOTAL INVESTMENT CORP III : Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On December 29, 2022 and December 30, 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 600,000 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 150,000 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 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 5.03. Amendments to Articles of Incorporation or Bylaws.

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 30, 2022, the Company held the Meeting. An aggregate of 27,281,381 shares of the Company's common stock, which represented a quorum of the outstanding common stock entitled to vote as of the record date of December 1, 2022, were represented in person or by proxy at the Meeting.

The Company's stockholders voted on the following proposal at the Meeting, which was approved:

(1) Proposal No. 1 - The Extension Amendment Proposal - a proposal to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from February 11, 2023 to August 11, 2023. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:

   For       Against   Abstain   Broker Non-Votes
26,761,844   510,517    9,020           0




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As previously disclosed, in connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 409,051 shares of common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. The foregoing arrangements did not increase the likelihood that the proposal was approved by stockholders but did increase the amount of funds that remained in the Company's trust account following the Meeting. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate of 25,577,957 public shares exercised, and did not reverse, their right to redeem their public shares (leaving an aggregate of 2,022,043 public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of approximately $258,260,632 in cash.

On December 30, 2022, the Company filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.

Item 8.01 Other Events.

On December 30, 2022, the Sponsor voluntarily converted 6,540,000 shares of Class B common stock of the Company it held as of such date into 6,540,000 shares of Class A common stock of the Company in accordance with the Charter. As a result of the foregoing and the results of the Meeting described above, the Company has an aggregate of 8,562,043 shares of Class A common stock outstanding and 360,000 shares of Class B common stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit     Description
3.1           Amended and Restated Certificate of Incorporation
10.1          Form of Non-Redemption Agreement (incorporated by reference to
            Exhibit 10.1 included in the Registrant's Current Report on Form 8-K
            filed on December 23, 2022)
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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