Pivotal 2 PIC.U = 1C, 1/3W
20 million at $10.
1 Wt. + $11.50. Adjust for offering below $9.20 to 115% of offering price.
Term 18 months.
Trust = $10 at IPO. $230,000,000 if the underwriters’ option to purchase additional units is exercised in full ($10.00 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee.
Cantor - BTIG - Northland Capital Markets.
Accordingly, if Pivotal I’s proposed business combination described above is not consummated, they will be required to present all suitable business combination opportunities to Pivotal I prior to presenting them to our company for consideration.
In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
We are led by Jonathan J. Ledecky, our Chief Executive Officer and the chairman of our board of directors. He is also a managing member of our sponsor. Mr. Ledecky has an extensive track record of involvement in public companies and acquisition vehicles. Mr. Ledecky has been a co-ownerof the National Hockey League’s New York Islanders franchise since October 2014. He has also been the Chief Executive Officer and chairman of the board of directors of Pivotal Acquisition Corp. (“Pivotal I”), a blank check company like our company that raised $230,000,000 in its initial public offering in February 2019. In May 2019, Pivotal I entered into a definitive agreement pursuant to which it will acquire KLDiscovery, a provider of software and services that help protect corporations from a range of information governance, compliance and data issues. Previously, Mr. Ledecky served as president, secretary and a director of Endeavor Acquisition Corp., a blank check company that raised gross proceeds of approximately $129 million in its initial public offering and completed its initial business combination with American Apparel, Inc. Mr. Ledecky also founded U.S. Office Products. Notwithstanding the foregoing, Mr. Ledecky has been involved with other blank check companies that were unable to complete initial business combinations or completed initial business combinations only after changes were made to the structure of such companies.
Additionally, Kevin Griffin, one of our directors, is the Chief Executive Officer of MGG Investment Group, LP, an affiliate of Pivotal Spac Funding II LLC, a managing member of our sponsor. He is also the Chief Executive Officer of Pivotal Spac Funding II LLC. Mr. Griffin is also a director of Pivotal I.