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): ~~July~~August 212, 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: None

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
Units, each consisting of one share of Class A Common Stock and one-sixth of one redeemable warrant	PICC.U	OTC
Class A Common Stock, par value $0.0001 per share	PICC	OTC
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 38.01. ~~Notice~~ ofOther ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Events

As previously ~~reported by~~ disclosed, Pivotal Investment ~~Corporation~~ Corp. III (the “Company”), onhas ~~February~~called ~~28,~~a ~~2023,~~special ~~the~~meeting ~~staff of NYSE Regulation~~ (the “~~Staff~~Meeting”), onfor ~~behalf~~stockholders ofto consider ~~the~~and ~~New~~vote ~~York Stock~~on ~~Exchange~~a proposal (the “~~NYSE~~Extension Proposal”), ~~commenced proceedings~~ to ~~delist~~extend the ~~Company’s~~time ~~Class~~for Athe ~~common~~Company ~~stock,~~to ~~par~~consummate ~~value~~an ~~$0.0001~~initial ~~per share~~business ~~(“Class~~combination Afrom ~~Common~~August ~~Stock”)~~11, ~~and~~2023 ~~units,~~to ~~each~~February ~~consisting~~11, of2024 ~~one~~or ~~share~~such ofearlier ~~Class~~liquidation ~~A Common Stock~~ and ~~one-fifth~~dissolution ofdate ~~one~~as ~~redeemable warrant (~~the ~~“Units”),~~Company’s ~~each~~board ~~whole warrant exercisable for one share~~ of directors ~~Class~~may Aapprove ~~Common Stock of the Company~~ (the “~~Warrants~~Extension”)~~, from~~. ~~the~~The ~~NYSE~~Meeting ~~pursuant~~was tooriginally ~~Section~~called ~~802.01B~~for ofAugust ~~the~~2, ~~NYSE’s~~2023. ~~Listed~~On ~~Company~~August ~~Manual~~2, ~~because~~2023, the Company adjourned ~~had fallen below~~ the ~~NYSE’s continued~~Meeting ~~listing standard requiring a listed acquisition company~~ to ~~maintain~~August an11, ~~average~~2023 ~~aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of~~ at ~~least~~11:00 ~~$40,000,000~~a. ~~Trading in the Class A Common Stock and Units on the NYSE were suspended after the market close on February 28, 2023~~m. ~~Effective~~to asallow ofadditional ~~and~~time ~~since~~for ~~March 1, 2023,~~ the ~~Class~~Company Ato ~~Common Stock~~engage ~~and~~with ~~Units~~its ~~have~~stockholders ~~been quoted~~ and ~~traded in the over-the-counter (“OTC”) market under the ticker symbols “PICC”~~effectuate ~~and~~redemption ~~“PICCU,” respectively~~reversals.

~~The~~Forward-Looking Company timely exercised its right to a review of the Staff’s determination by a committee (the “Committee”) of the Board of Directors of the NYSE, and a hearing regarding the Company’s continued listing was held on July 13, 2023.Statements

OnThis ~~July~~Current ~~21,~~Report ~~2023,~~on Form 8-K (the ~~NYSE~~“Report”) ~~Office~~includes offorward-looking ~~General~~statements ~~Counsel~~that involve risks and uncertainties. Forward-looking statements ~~notified~~are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the ~~Company~~forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the ~~Committee~~risks ~~had~~and ~~determined~~uncertainties indicated from time to ~~affirm~~time in the ~~Staff~~Company’s ~~decision~~filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to ~~delist~~place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s ~~Class~~expectations Awith ~~Common~~respect thereto or any ~~Stock~~change ~~and~~in ~~Units~~events, ~~from~~conditions ~~the~~or ~~NYSE~~circumstances on which any statement is based.

OnParticipants ~~July~~in ~~21, 2023,~~ the ~~Staff filed a Form 25 with~~ the Securities and Exchange Commission (the “SEC”) to remove the Company’s Class A Common Stock and Units from listing and registration on the NYSE. The delisting will be effective 10 days following the date the Form 25 was filed.Solicitation

The Company’s ~~Class~~and its directors, Aexecutive ~~Common~~officers, ~~Stock~~other members of management and ~~Units~~employees, ~~will~~under ~~continue~~SEC rules, may be deemed to ~~trade~~be onparticipants in the ~~OTC~~solicitation ~~marketplaces~~of proxies ~~following~~from the ~~delisting~~securityholders of the Company in favor of the approval of the Extension Proposal. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated below.

~~The~~No ~~Company~~Offer ~~intends to seek a listing of its securities on the Nasdaq Stock Market prior to~~ or in connection with the consummation of any business combination the Company may seek to consummate. There can be no assurance that the Company will be successful in having its securities listed on the Nasdaq Stock Market or another national securities exchange.Solicitation

~~Forward-Looking~~This ~~Statements~~Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

~~This~~Additional ~~Current Report on Form 8-K (the “Report”)~~Information ~~includes forward-looking statements that involve risks~~ and ~~uncertainties,~~Where ~~including the ability of the Company~~ to ~~have~~Find its securities listed on another national securities exchange. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.It

1The Company urges investors, stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension Proposal. Stockholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith, Toll Free Telephone: (877) 870-8565, Main Telephone: (206) 870-8565, E-mail: ksmith@advantageproxy.com.

~~SIGNATURE~~1

~~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.~~SIGNATURE

Dated: July 27, 2023	PIVOTAL INVESTMENT CORPORATION III
	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chairman

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: August 2, 2023	PIVOTAL INVESTMENT CORP. III

	By:	/s/ Jonathan Ledecky
		Jonathan Ledecky
		Chairman

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