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 | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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20 |
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21 |
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22 |
Item 1. |
Interim Financial Statements. |
September 30, 2021 |
December 31, 2020 |
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(Unaudited) | (Audited) | |||||||
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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Deferred offering costs |
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Marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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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) Equity |
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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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|
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Total Stockholders’ (Deficit) Equity |
( |
) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
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|
Three Months Ended September 30, 2021 |
Nine months Ended September 30, 2021 |
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Operating and formation costs |
$ | $ | ||||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (expenses): |
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Change in fair value of warrant liabilities |
||||||||
Transaction costs allocated to warrant liabilities |
( |
) | ||||||
Interest earned on marketable securities held in Trust Account |
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Unrealized loss on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Total other income, net |
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Net income |
$ |
$ |
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Basic and diluted weighted average shares outstanding, Class A common stock |
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Basic and diluted net income per share, Class A common stock |
$ |
$ |
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Basic and diluted weighted average shares outstanding, Class B common stock |
||||||||
Basic and diluted net income per share, Class B common stock |
$ |
$ |
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Class B Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
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Shares |
Amount |
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Balance – January 1, 2021 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
Remeasurement adjustment on redeemable common stock |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Sale of |
— | — | — | |||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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|
|
|
|
|
|
|
|
|
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Balance – March 31, 2021 ( restated , See Note 2) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||
Net income |
— | — | — | |||||||||||||||||
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Balance – June 30, 2021 ( restated , See Note 2) |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||
Net income |
— | — | — | |||||||||||||||||
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Balance – September 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Change in fair value of warrant liabilities |
( |
) | ||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Transaction costs allocated to warrant liabilities |
||||
Unrealized loss on marketable securities held in Trust Account |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
|
|
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Net cash used in operating activities |
$ |
( |
) | |
|
|
|||
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 |
$ | |||
Proceeds from sale of Private Warrants |
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Repayment of promissory note – related party |
( |
) | ||
Proceeds from promissory note – related party |
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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 of period |
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Cash – End of period |
$ |
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|
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Non-Cash investing and financing activities: |
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Remeasurement adjustment on redeemable common stock |
|
$ |
|
|
Offering costs included in accrued offering costs |
$ | |||
|
|
|||
Deferred underwriting fee payable |
$ | |||
|
|
Balance Sheet as of February 11, 2021 |
As Previously Reported |
Adjustment |
As Restated |
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Restated |
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Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
$ |
— |
|||||||
Additional paid-in capital |
$ |
$ |
( |
$ |
— |
|||||||
Accumulated deficit |
$ |
( |
$ |
( |
$ |
( |
||||||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
$ |
( |
|||||||
Condensed Balance Sheet as of March 31, 2021 (unaudited) |
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Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
$ |
— |
|||||||
Additional paid-in capital |
$ |
$ |
( |
$ |
— |
|||||||
Accumulated deficit |
$ |
( |
$ |
( |
$ |
( |
||||||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
$ |
( |
|||||||
Condensed Balance Sheet as of June 30, 2021 (unaudited) |
||||||||||||
Class A common stock subject to possible redemption |
$ |
$ |
$ |
|||||||||
Class A common stock |
$ |
$ |
( |
$ |
— |
|||||||
Additional paid-in capital |
$ |
$ |
( |
$ |
— |
|||||||
Accumulated deficit |
$ |
( |
$ |
( |
$ |
( |
||||||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
$ |
( |
|||||||
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (unaudited) |
||||||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
( |
|||||||||||
Basic and diluted net income per share, Common stock subject to possible redemption |
$ |
— |
$ |
|||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
( |
|||||||||||
Basic and diluted net income per share, Non-redeemable common stock |
$ |
( |
$ |
$ |
( |
|||||||
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (unaudited) |
||||||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
||||||||||||
Basic and diluted net income per share, Common stock subject to possible redemption |
$ |
— |
$ |
|||||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
( |
|||||||||||
Basic and diluted net loss per share, Non-redeemable common stock |
$ |
$ |
( |
$ |
||||||||
Condensed Statement of Operations for the Six Months Ended June 30, 2021 (unaudited) |
||||||||||||
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption |
( |
|||||||||||
Basic and diluted net income per share, Common stock subject to possible redemption |
$ |
— |
— |
$ |
— |
|||||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
( |
|||||||||||
Basic and diluted net income per share, Non-redeemable common stock |
$ |
( |
$ |
$ |
— |
|||||||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited) |
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Sale of |
$ |
$ |
( |
$ |
— |
|||||||
Initial value of common stock subject to redemption |
$ |
( |
$ |
$ |
— |
|||||||
Remeasurement adjustment on redeemable common stock |
$ |
— |
$ |
( |
$ |
( |
||||||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
$ |
( |
|||||||
Condensed Statement of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited) |
||||||||||||
Total Stockholders’ Equity (Deficit) |
$ |
$ |
( |
$ |
( |
|||||||
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited) |
||||||||||||
Supplemental disclosures of non-cash investing and financing activities |
||||||||||||
Change in value of common stock subject to possible redemption |
$ |
( |
$ |
$ |
— |
Balance Sheet as of February 11, 2021 |
As Previously Reported |
Adjustment |
As Restated |
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Restated |
||||||||||||
Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) |
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Supplemental disclosures of non-cash investing and financing activities |
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Change in value of common stock subject to possible redemption |
$ |
$ |
( |
$ |
— |
Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
$ | ( |
) | |
Class A common stock issuance costs |
$ | ( |
) | |
Plus: |
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Remeasurement adjustment from carrying value to redemption value |
$ | |||
|
|
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Class A common stock subject to possible redemption, 12/31/20 |
$ | |||
Remeasurement adjustment from carrying value to redemption value |
— | |||
Class A common stock subject to possible redemption, 9/30/21 |
$ | |||
|
|
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net income per common stock |
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Numerator: |
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Allocation of net income, as adjusted |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Basic and diluted weighted average shares outstanding |
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|
|
|
|
|
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|
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Basic and diluted net income per common stock |
$ | $ | $ | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
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 |
February 08, 2021 |
September 30, 2021 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | — | $ | ||||||||
Liabilities: |
||||||||||||
Warrant Liability – Private Placement Warrants |
1 | $ | ||||||||||
Warrant Liability – Public Warrants |
2 |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Initial measurement on February 11 , 2021 |
$ | $ | $ | |||||||||
Change in valuation inputs or other assumptions |
||||||||||||
Transfer to Level 1 |
— | ( |
) | ( |
) | |||||||
|
|
|
|
|
|
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Fair value as of March 31, 2021 |
— |
|||||||||||
Change in fair value |
( |
) | — | ( |
) | |||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021 |
$ |
$ |
— |
$ |
||||||||
Change in fair value |
( |
) | — | ( |
) | |||||||
Transfer to Level 2 |
( |
) | — | ( |
) | |||||||
|
|
|
|
|
|
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Fair value as of September 30, 202 1 |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
Private Placement(1) |
Public |
Warrant Liabilities |
||||||||||
Initial measurement on February 11 , 2021 |
$ | $ | ||||||||||
Change in valuation inputs or other assumptions |
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|
|
|
|
|
|
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Fair value as of March 31, 2021 |
||||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021 |
$ | $ | ||||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
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Fair value as of September 30, 2021 |
$ | $ | ||||||||||
|
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|
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(1) | As a result of the difference in fair value of $ |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. | Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
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 Form 10-Q for the quarter ended September 30, 2021 has been formatted in Inline XBRL and is included in Exhibits 101. |
* | Filed herewith. |
** | Furnished. |
PIVOTAL INVESTMENT CORPORATION III | ||||||
Date: November 15, 2021 | By: | /s/ Kevin Griffin | ||||
Name: | Kevin Griffin | |||||
Title: | Chief Executive Officer and | |||||
(Principal Executive Officer Officer) | ||||||
Date: November 15, 2021 | By: | /s/ Jim Brady | ||||
Name: | Jim Brady | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |