United States securities and exchange commission logo
November 25, 2020
Jonathan Ledecky
Chief Executive Officer
Pivotal Investment Corp II
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Re: Pivotal Investment
Corp II
Amendment No. 1 to
Registration Statement on Form S-4
Filed November 12,
2020
File No. 333-249248
Dear Mr. Ledecky:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-4 filed November 12,
2020
Sales Restrictions, page 78
1. We note your response
to prior comment 11. Please clarify the number of shares to be
held by the "certain"
stockholders who have agreed to the restrictions discussed in your
disclosure.
Jonathan Ledecky
FirstName LastNameJonathan Ledecky
Pivotal Investment Corp II
Comapany 25,
November NamePivotal
2020 Investment Corp II
November
Page 2 25, 2020 Page 2
FirstName LastName
Material U.S. Federal Income Tax Consequences of the Merger, page 92
2. We note that you intend for the transaction to qualify as a
reorganization under Section
368(a) of the Code, please revise your disclosures here to more
clearly state counsel's tax
opinion on whether the transaction will qualify as a reorganization.
Also, state in your
disclosure here that the discussion is the opinion of tax counsel.
Whenever there is
significant doubt about the tax consequences of the transaction, it is
permissible for the tax
opinion to use should rather than will, but counsel
providing the opinion must explain
why it cannot give a will opinion and describe the degree of
uncertainty in the opinion.
Please refer to Sections III.B and C of Staff Legal Bulletin 19.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
III. Pro Forma Adjustments, page 119
3. We note your response to our prior comment 15; however, we do not
believe your
response fully addresses our concern. As previously requested, please
explain to us why
the adjustment to remove the loss from debt extinguishment is
appropriate and meets the
requirements for pro forma presentation under Article 11 of Regulation
S-X. In this
regard, we note from disclosures provided elsewhere in the filing the
loss from
extinguishment of debt was due to extensions of debt past original
maturity recognized
during the nine months ended September 30, 2020. Specifically, please
tell us how the
adjustment to eliminate the loss from the pro forma statements of
operations for the nine
months ended September 30, 2020 is directly attributable to the
transaction and is
expected to have a continuing impact. The loss from extinguishment of
debt appears to
represent an infrequent or nonrecurring item included in the
underlying historical financial
statements that are not directly affected by the transaction which
should not be
eliminated.
Management's Discussion and Analysis
Results of Operations
Comparison of Nine Months Ended September 30, 2020 and 2019
Other (Income) Expense, Net, page 173
4. We note from your disclosure you recognized loss on extinguishment of
debt of
$1.04 million for the nine months ended September 30, 2020 due to
extensions of debt
past original maturity. Please explain to us in greater detail the
nature, facts and
circumstances surrounding the recognition of loss from extinguishment
of debt and your
consideration of ASC 470-50 in determining the appropriate accounting
treatment as it is
not apparent from the disclosures provided in the filing.
Jonathan Ledecky
FirstName LastNameJonathan Ledecky
Pivotal Investment Corp II
Comapany 25,
November NamePivotal
2020 Investment Corp II
November
Page 3 25, 2020 Page 3
FirstName LastName
You may contact Charles Eastman at (202) 551-3794 or Jean Yu, Assistant
Chief
Accountant, at (202) 551-3305 if you have questions regarding comments on the
financial
statements and related matters. Please contact Geoff Kruczek at (202) 551-3641
or Asia
Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: David Miller