Form 10-Q Pivotal Investment Corp For: Jun 30
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-fifth of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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June 30, |
December 31, |
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2022 |
2021 |
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(unaudited) |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Income taxes payable |
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Total Current Liabilities |
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Warrant liabilities |
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Deferred underwriting fee payable |
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TOTAL LIABILITIES |
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Commitments and Contingencies |
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Class A common stock subject to possible redemption |
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Stockholders’ Deficit |
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Preferred stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Stockholders’ Deficit |
( |
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( |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ |
$ |
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2022 |
2021 |
2022 |
2021 |
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Formation and operating costs |
$ | $ | $ | $ | ||||||||||||
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Loss from operations |
( |
) |
( |
) |
( |
) |
( |
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Other i ncome (expense): |
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Change in fair value of warrant liabilities |
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Fair value in excess of purchase price of private warrants |
— | — | ( |
) | ||||||||||||
Transaction costs allocated to warrant liabilities |
( |
) | ||||||||||||||
Interest earned on marketable securities held in Trust Account |
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Unrealized gain (loss) on marketable securities held in Trust Account |
( |
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Total other income, net |
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Income (loss) before provision for income taxes |
( |
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Provision for income taxes |
( |
) | — | ( |
) | — |
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Net income (loss) |
$ |
$ |
$ |
$ |
( |
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Weighted average shares outstanding, Class A common stock |
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Basic and diluted net income (loss) per share, Class A common stock |
$ |
$ |
$ |
$ |
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Weighted average shares outstanding, Class B common stock |
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Basic and diluted net income (loss) per share, Class B common stock |
$ |
$ |
$ |
$ |
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance – January 1, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
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Balance – March 31, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Remeasurement adjustment on redeemable common stock |
( |
) |
( |
) | ||||||||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
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Balance – June 30, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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Class A Common Stock |
Class B Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance – January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Remeasurement adjustment on redeemable common stock |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance – March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
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Balance – June 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For the Six Months Ended June 30, |
For the Six Months Ended June 30, |
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2022 |
2021 |
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Cash Flows from Operating Activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Change in fair value of warrant liabilities |
( |
) | ( |
) | ||||
Fair value in excess of purchase price of private warrants |
— | |||||||
Transaction costs allocated to warrant liabilities |
||||||||
Interest earned on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Unrealized (gain) loss on marketable securities held in Trust Account |
( |
) | ||||||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
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Income taxes payable |
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Net cash used in operating activities |
( |
) |
( |
) | ||||
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Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
( |
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Net cash used in investing activities |
( |
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Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Warrants |
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Proceeds from promissory notes – related party |
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Repayment of promissory notes – related party |
( |
) | ||||||
Payment of offering costs |
( |
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Net cash provided by financing activities |
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Net Change in Cash |
( |
) |
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Cash – Beginning |
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Cash – Ending |
$ |
$ |
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Non-cash investing and financing activities: |
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Offering costs included in accrued offering costs |
$ | $ | ||||||
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Remeasurement adjustment on redeemable common stock |
$ | $ | ||||||
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Deferred underwriting fee payable |
$ | $ | ||||||
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As Previously Reported |
Adjustment |
As Revised |
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Condensed Statement of Cash Flows for the six month ended June 30, 2021 (unaudited) |
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Cash Flows from Operating Activities: |
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Change in fair value of warrant liabilities |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Fair value in excess of purchase price of private warrants |
$ |
— |
$ |
$ |
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Non-cash Investing and Financing Activities: |
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Remeasurement adjustment on redeemable common stock |
$ |
— |
$ |
$ |
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Condensed Statement of Stockholders’ Deficit for the March 31, 2021 (unaudited)three months e nded |
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Remeasurement adjustment for redeemable common stock |
$ |
( |
) |
$ |
$ |
( |
) | |||||
Sale of |
$ |
$ |
( |
) |
$ |
— |
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Condensed Statement of Operations for the six months ended June 30, 2021 (unaudited) |
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Other income (expense): |
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Change in fair value of warrant liabilities |
$ | $ | $ | |||||||||
Fair value in excess of purchase price of private warrants |
$ |
— |
$ |
( |
) | $ |
( |
) |
Three Months Ended June 30, 2022 |
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2022 |
Six Months Ended June 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income (loss) per common stock |
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Numerator: |
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Allocation of net income (loss) |
$ |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per common stock |
$ |
$ |
$ |
$ |
$ |
$ |
$ |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Level |
December 31, 2021 |
June 30, 2022 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | $ | |||||||||
Liabilities: |
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Warrant Liability – Private Placement Warrants |
2 |
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Warrant Liability – Public Warrants |
1 |
Private Placement |
Public |
Warrant Liabilities |
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Fair value as of December 31, 2021 |
$ |
$ |
$ |
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Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
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Fair value as of March 31, 2022 |
$ |
$ |
$ |
|||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
Fair value as of June 30, 2022 |
$ |
$ |
$ |
Item 6. |
Exhibits |
No. |
Description of Exhibit | |
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Online XBRL Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | The cover page from the Company’s Quarterly report on Form10-Q for the quarter ended June 30, 2022 has been formatted in Inline XBRL and is included in Exhibits 101. |
* | Filed herewith. |
** | Furnished. |
PIVOTAL INVESTMENT CORPORATION III | ||||||
Date: August 15, 2022 | By: | /s/ Kevin Griffin | ||||
Name: | Kevin Griffin | |||||
Title: | Chief Executive Officer and | |||||
(Principal Executive Officer Officer) | ||||||
Date: August 15, 2022 | By: | /s/ Jim Brady | ||||
Name: | Jim Brady | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRESIDENT
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin Griffin, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of PIVOTAL INVESTMENT CORPORATION III; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2022
/s/ Kevin Griffin |
Kevin Griffin |
Chief Executive Officer and President |
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jim Brady, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Pivotal Investment Corporation III.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 15, 2022
/s/ Jim Brady |
Jim Brady |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PIVOTAL INVESTMENT CORPORATION III (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Kevin Griffin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Date: August 15, 2022
/s/ Kevin Griffin |
Kevin Griffin |
Chief Executive Officer and President |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Pivotal Investment Corporation III (the Company) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Jim Brady, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 15, 2022
/s/ Jim Brady |
Jim Brady |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |
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