February 8, 2021
VIA EDGAR
Todd Schiffman, Esq.
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Pivotal Investment Corporation III |
Registration Statement on Form S-1
Filed January 13, 2021, as amended
File No. 333-252063
Dear Mr. Schiffman:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the other underwriters, hereby join in the request of Pivotal Investment Corporation III that the effective date of the above-referenced registration statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on Monday, February 8, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 600 copies of the preliminary prospectus dated January 25, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
Each of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Niraj J. Shah | |
| Name: Niraj J. Shah | ||
| Title: Managing Director | ||
| CANTOR FITZGERALD & CO. | ||
| By: | /s/ David Batalion | |
| Name: David Batalion | ||
| Title: Managing Director | ||
| As Representatives of the underwriters | ||
