PICC Pivotal Investment Corporation III

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of the financial statements as of September 30, 2021 for Pivotal Investment Corporation III (the “Company”), management identified errors made in the Company’s historical financial statements where the Company improperly classified some of its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of Class A common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001 pursuant to the Company’s amended and restated certificate of incorporation. Management determined that the Class A common stock issued during the Company’s initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, as opposed to only certain shares. As a result, management noted a classification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

Based on the foregoing, on November 15, 2021, management of the Company and the Audit Committee of the Board of Directors of the Company determined that the Company’s previous quarterly reports on Form 10-Q for the quarters ended June 30, 2021 and March 31, 2021 and the audited balance sheet as of February 11, 2021 (the date the Company consummated its initial public offering), included in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 18, 2021 (collectively, the “Affected Periods”) should no longer be relied upon. The Company intends to include a footnote in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 reflecting the restatement for the Affected Periods.

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