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SEC FILE NUMBER  
001-40019  
CUSIP NUMBER  
72582M 205  

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

NOTIFICATION OF LATE FILING

 

 

 

(Check One):  

☒  Form 10-K    ☐  Form 20-F    ☐  Form 11-K    ☐  Form 10-Q    

☐  Form 10-D    ☐  Form N-SAR    ☐  Form N-CSR

  For Period Ended: December 31, 2021
  ☐   Transition Report on Form 10-K
  ☐   Transition Report on Form 20-F
  ☐   Transition Report on Form 11-K
  ☐   Transition Report on Form 10-Q
  ☐   Transition Report on Form N-SAR
  For the Transition Period Ended:     

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

      

 

PART I – REGISTRANT INFORMATION

Pivotal Investment Corporation III

Full Name of Registrant

N/A

Former Name if Applicable

c/o Graubard Miller

The Chrysler Building

405 Lexington Avenue

Address of Principal Executive Office (Street and Number)

New York, New York 10174

City, State and Zip Code

 

 

PART II – RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒      (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 

 

(b)

 

 

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

(c)

 

 

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III – NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

Pivotal Investment Corporation III (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) by the filing deadline due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its audit of the financial statements for the year ended December 31, 2021 to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date..

 

 

PART IV – OTHER INFORMATION

 

(1)          Name and telephone number of person to contact in regard to this notification
    James Brady          (212)          818-8800
    (Name)     (Area Code)     (Telephone Number)
(2)     Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    ☒  Yes    ☐  No
(3)     Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒  Yes    ☐  No
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the year ended December 31, 2021, the Company expects to report net income of approximately $2.6 million. For the period from October 6, 2020 (inception) through December 31, 2020, the Company had a net loss of $851.

 

 

PIVOTAL INVESTMENT CORPORATION III

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 31, 2022     By:  

/s/ James Brady

      James Brady, Chief Financial Officer (Principal Financial and Accounting Officer)

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

 

 

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