Item 1.01. Execution of important final contracts.
upon December 29, 2022 When December 30, 2022, Pivotal Investment Holdings III LLC
(“Sponsor”), Sponsor Pivotal Investment Corporation III (the “Company”) entered into an agreement (the “Irredeemable Agreement”) with several unrelated ”) was concluded. a special meeting (“Meeting”) convened by the Company to approve an extension of time for the Company to complete the initial business combination (“Proposal for Extension”); February 11, 2023
To August 11, 2023 (“Extensions”). In exchange for the aforementioned commitment not to redeem such shares, the Sponsor has agreed to transfer 150,000 shares of the Company’s shares held by the Sponsor to such investors immediately following the completion of the initial business combination. Share through General Assembly. The foregoing summary of the non-redemption agreements is not intended to be complete and by reference to the non-redemption agreement forms previously filed by the Company as Exhibit 10.1 of the latest report on Form 8-K dated , is fully qualified. December 22, 2022 and submitted December 23, 2022 incorporated herein by reference.
Item 5.03. Articles of Incorporation or Amendments to Articles of Incorporation.
The information contained in item 5.07 is incorporated herein by reference to the extent necessary.
Item 5.07. Submission of Matters for Voting of Security Holders.
upon December 30, 2022, our company held a meeting. The total of 27,281,381 shares of common stock of the Company represents a quorum of outstanding common stock voting as of the voting record date. December 1, 2022was represented in person or by proxy at the plenary session.
Our shareholders voted and approved the following proposals at the general meeting.
(1) Proposal 1 – Extended Amendment – Proposal to amend the Company’s amended and restated Articles of Incorporation to extend the date by which the Company must consummate the business combination. February 11, 2023 To August 11, 2023Below is a table of votes on this proposal approved by our shareholders.
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 Plenary Meeting, the Sponsor has entered into non-redemption agreements with several unrelated third parties, in lieu of which those third parties agree not to redeem the public shares. agreed to transfer a total of 409,051 common shares to such parties. meeting. While the foregoing arrangement did not increase the likelihood that the proposal would be approved by shareholders, it did increase the amount of funds remaining in the company’s trust account after the meeting.As a result, valid December 30, 2022public holders of public shares totaling 25,577,957 have exercised and not revoked their right to redeem their public shares (leaving a total of 2,022,043 public shares after the meeting), resulting in such holders aggregating approximately $258,260,632 In cash.
upon December 30, 2022the company filed an amendment to the Articles of Incorporation amended and restated with the Secretary of State DelawareA copy of the amendment is attached as Exhibit 3.1.
Item 8.01 Other Events.
upon December 30, 2022, the Sponsor voluntarily converted 6,540,000 shares of the Company’s Class B common stock held on that date into 6,540,000 shares of the Company’s Class A common stock pursuant to the Charter. As a result of the above and the above shareholders’ meeting, the Company owns 8,562,043 shares of Class A common stock and 360,000 shares of Class B common stock.
Item 9.01 Financial Statements and Materials.
(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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