Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 | |||
| (212) 818-8881 | (212) 818-8638 | ||
| email address | |||
| jgallant@graubard.com |
November 23, 2022
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Pivotal Investment Corporation III | |
| Preliminary Proxy Statement on Schedule 14A | ||
| Filed November 22, 2022 | ||
| File No.: 001-40019 |
Dear Ladies and Gentlemen:
On behalf of Pivotal Investment Corporation III (“Company”), we respond as follows to the Staff’s comment letter, dated November 23, 2022, relating to the above-captioned Preliminary Proxy Statement (“Proxy Statement”).
Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided the Company’s response to such comment immediately thereafter.
Schedule 14A filed November 22, 2022
| General |
| 1. | With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. Also revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. |
We wish to advise the Staff that the Company’s sponsor is not, is not controlled by, does not have any members who are, and has no substantial ties with, a non-U.S. person. Accordingly, we have not revised the disclosure in the Proxy Statement in response to this comment.
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If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant
| cc: | Mr. Kevin Griffin |
