ITEM 1. BUSINESS
In this Annual Report on Form 10-K (the Form
10-K), references to the Company and to we, us, and our refer to Pivotal Investment Corporation III.
We are a blank check company formed under the laws of the State of Delaware on October 6, 2020. We were formed for the purpose of
entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a target business. While
we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search on companies exploiting disruptive smart phone technology and the resultant rapidly changing distribution patterns and
evolving consumer purchase behavior.
In October 2020, we issued an aggregate of 5,750,000 shares of our Class B common stock
(founders shares) for an aggregate purchase price of $25,000 which was paid to cover certain offering and formation costs of the Company, or approximately $0.004 per share, to Pivotal Investment Holdings III LLC, an affiliate of
Jonathan J. Ledecky, our chairman of the board, and Kevin Griffin, our chief executive officer and president (Sponsor). In February 2021, we effectuated a stock dividend of 0.2 shares of Class B common stock for each outstanding
share of Class B common stock, resulting in there being 6,900,000 founder shares outstanding.
On February 11, 2021, we
consummated the initial public offering (IPO) of 27,600,000 units, including 3,600,000 units subject to the underwriters over-allotment option. Each unit (Unit) consists of one share of Class A common stock and one-fifth of one redeemable warrant (Warrant), with each whole Warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share. The units were sold at an
offering price of $10.00 per unit, generating gross proceeds of $276,000,000.
Simultaneously with the consummation of the IPO, we
consummated the private placement (Private Placement) of 7,270,000 warrants (Private Warrants) at a price of $1.00 per Private Warrant, generating total proceeds of $7,270,000. The Private Warrants were sold to our sponsor.
The Private Warrants are identical to the Warrants included in the Units sold in the IPO, except that the Private Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as
they continue to be held by the initial purchasers or their permitted transferees.
Transaction costs amounted to $15,695,537, consisting
of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $515,537 of other offering costs. As of March 31, 2021, $1,338,479 of cash was held outside of the trust account established in connection with the IPO and is
available for working capital purposes.
For further details regarding our business, see the section titled Proposed Business
contained in our prospectus dated February 8, 2021, incorporated by reference herein.
ITEM 1A. RISK FACTORS
For the risks relating to our operations, see the section titled Risk Factors contained in our prospectus dated
February 8, 2021, incorporated by reference herein.
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTY
We currently maintain our principal executive offices at 405 Lexington Avenue, 11th Floor, New York, NY 10174. Graubard Miller, our counsel,
provides this office space free of charge. We consider our current office