As filed with the Securities and Exchange Commission on December 4, 2020
Registration No. 333-249248
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PIVOTAL INVESTMENT CORPORATION II
(Exact name of Registrant as specified in its charter)
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Delaware
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6770
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83-4109918
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(State or other jurisdiction of
incorporation or organization)
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(Primary standard industrial
classification code number)
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(I.R.S. Employer
Identification Number)
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c/o Graubard Miller
The Chrysler Building
405
Lexington Avenue
New York, New York 10174
(212) 818-8800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jonathan J. Ledecky, Chief Executive Officer
Pivotal Investment Corporation II
c/o Graubard Miller
The
Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 818-8800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
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David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Telephone: (212)
818-8800
Fax: (212) 818-8881
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Mitchell S. Presser, Esq.
Justin R. Salon, Esq.
Morrison & Foerster LLP
250 West 55th Street
New
York, New York 10019
Telephone: (212) 468-8000
Fax: (212) 468-7900
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Thomas R. Burton, III, Esq.
Sahir Surmeli, Esq.
Jeffrey
Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Telephone:
(617) 542-6000
Fax: (617) 542-2241
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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective
and all other conditions to the transactions contemplated by the Agreement and Plan of Reorganization described in the included proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General
Instruction G, check the following box: ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Security to Be Registered
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Amount
to Be
Registered
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Proposed
Maximum
Offering Price
Per Security
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A Common Stock
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100,000,000(1) (2)
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$11.50(3)
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$1,150,000,000.00
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$125,465.00(4)(5)
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(1)
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Represents the maximum number of shares of the registrant’s of Class A common stock to be issued or
reserved for issuance by Pivotal Investment Corporation II to the security holders of XL Hybrids, Inc., a Delaware corporation, upon consummation of the business combination described herein. The aggregate amount of shares being registered includes
the shares of Pivotal common stock issuable upon exercise of options and warrants that are to be assumed by Pivotal in the Merger.
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(2)
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Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of
additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(3)
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Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low
prices of the registrant’s Class A common stock on September 24, 2020 (a date within five business days prior to the date of this Registration Statement). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of
1933, as amended.
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(4)
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Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering
price of securities to be registered by 0.0001091.
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The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.