UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 11, 2019
PIVOTAL INVESTMENT CORPORATION II
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-38971 | 83-4109918 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
c/o Graubard Miller
The Chrysler Building
405 Lexington Avenue, 11th Floor
New York, NY 10174
(Address of Principal Executive Offices) (Zip Code)
(212)818-8800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock andone-third of one redeemable warrant | PIC.U | New York Stock Exchange | ||
Class A common stock, par value $0.0001 per share | PIC | New York Stock Exchange | ||
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | PIC WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On July 11, 2019, the Registration Statement on FormS-1 (SEC File No. 333-232019) (the “Registration Statement”) relating to the initial public offering of units of Pivotal Investment Corporation II (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).
On July 11, 2019, the Company entered into an Underwriting Agreement and various other agreements filed as exhibits to the Registration Statement. The Company also adopted an amended and restated certificate of incorporation. The material terms of such agreements and amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated July 11, 2019, as filed with the Securities and Exchange Commission on July 15, 2019. This Current Report on Form8-K is being filed solely to file such executed agreements.
Item 5.03 | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 1.01 is hereby incorporated by reference.
Item 9.01. | Financial Statement and Exhibits. |
(d) | Exhibits: |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 16, 2019
PIVOTAL INVESTMENT CORPORATION II | ||
By: | /s/ Jonathan J. Ledecky | |
Name: Jonathan J. Ledecky | ||
Title: Chief Executive Officer |
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