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United States securities and exchange commission logo
October 28, 2021
Victoria Grace
Chief Executive Officer
Pivotal Holdings Corp
The Offices 4, One Central
Dubai World Trade Centre
Dubai, United Arab Emirates
Re: Pivotal Holdings
Corp
Amendment No. 1 to
Registration
Statement on Form F-4
Filed September 30,
2021
File No. 333-259800
Dear Ms. Grace:
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 F-4
Cover page
1. Please amend your cover
page to disclose the Exchange Ratio.
Conditions to Closing, page 4
2. We note your disclosure
that "The obligations of Swvl, Holdings, Cayman Merger Sub,
BVI Merger Sub and SPAC
to consummate the Company Merger are subject to the
satisfaction or waiver
(where permissible)." Please revise to identify the conditions to
closing that may be
waived.
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
Page 2 28, 2021 Page 2
FirstName LastName
Regulatory Matters
Holdings Shareholder Agreement, page 6
3. In an appropriate place in your filing, please identify the Holdings
Key Shareholders.
Please also describe the certain board appointment and corporate
governance rights, and
voting commitments such persons have agreed to establish.
Interests of Certain Persons in the Business Combination, page 11
4. You disclose that you will continue to indemnify the SPAC's existing
directors and
officers under the Holdings Memorandum and Articles and continue to
provide directors'
and officers' liability insurance to the SPAC s directors and
officers after the Business
Combination. Please disclose the duration of the indemnification and
liability insurance
for the SPAC's directors and officers after the Business Combination.
5. You disclose that the Sponsor and SPAC's directors and officers have
agreed not to
redeem any SPAC Class A Ordinary Shares held by them in connection
with a
shareholder vote to approve the Business Combination. Please tell us
whether these
entities received any compensation or other consideration in exchange
for their agreement
not to redeem any Class A Ordinary Shares.
Risk Factors
"If Swvl fails to cost-effectively attract and retain new riders . . .", page
26
6. In an appropriate place in your filing, please define and describe how
Swvl measures
"new rider growth," and "rider utilization."
"Any actual or perceived security or privacy breach . . .", page 32
7. We note your disclosure that, "[i]n July 2020, unauthorized parties
gained access to a
Swvl database containing identifiable information of its riders by
exploiting a breach in
certain third-party software used by Swvl." Please provide additional
detail in your
disclosure describing the consequences to Swvl's business and
operations related to this
breach, if material.
"Swvl's pending acquisition of a controlling interest in Shotl . . .", page 40
8. Please amend your disclosure to describe whether you expect the
acquisition of a
controlling interest in Shotl to occur prior to completion of the
business combination.
Please also describe, as applicable, the potential risks related to
this acquisition if it will
not or does not close prior to the completion of the business
combination.
"Swvl does not have written contractual arrangements . . .", page 41
9. To provide additional context for investors regarding the risks
related to your lack of
written contracts with material customers, please disclose the
percentage of Swivl's
revenue attributable to these customers for the financial periods
presented in the filing.
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
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"Uncertainties with respect to the legal systems in the jurisdictions in which
Swvl operates . . .",
page 42
10. We note your disclosure that "Swvl is, and will likely in the future
be, required to hold
multiple registrations, licenses, permits and approvals in connection
with its business
operations. New laws and regulations may be adopted from time to time
that require Swvl
to obtain registrations, licenses, permits and approvals in addition
to those Swvl already
holds. Swvl does not hold all of the required licenses and
registrations for certain
jurisdictions where Swvl operates." Please amend your risk factor
disclosure to discuss
the material risks specific to each jurisdiction in which Swvl
operates, rather than
providing general disclosure with examples. In your discussion,
identify the specific,
relevant licenses, permits, approval, rules and regulations that apply
to Swvl; the licenses,
permits, and approvals Swvl does not hold where required; and the
specific consequences
to Swvl of not holding the required licenses in each of these
jurisdictions, where material.
For example, disclose the specific consequences to Swvl of operating
in Egypt with a
pending license.
11. As a related matter, please describe the limitations on foreign
investment for each
geographical market in which Swvl operates, where material.
"Swvl may face particular privacy, data security, and data protection risks . .
..", page 48
12. Please amend your disclosure to provide a timeline by which you intend
to expand into the
EU and United Kingdom.
"Swvl's business would be adversely affected if the drivers . . .", page 49
13. We note your disclosure that "The classification status of drivers
that operate on
ridesharing platforms is the subject of ongoing litigation and debate
in multiple
countries." Please amend this risk factor to describe the relevant
proceedings, laws,
and/or regulations related to driver classification in the specific
geographic markets in
which Swvl operates.
"SPAC may waive one or more of the conditions to the Business Combination . .
..", page 59
14. We note your disclosure that "SPAC may agree to waive, in whole or in
part, one or more
of the conditions to its obligations to complete the Business
Combination, to the extent
permitted by the SPAC Articles and applicable laws and subject to
compliance with the
Subscription Agreements." Please disclose how you will notify
shareholders of any
material changes in terms of the business combination, due to a waiver
of any of the
relevant conditions or obligations.
"SPAC conducted due diligence on an accelerated timeline.", page 67
15. Please amend your filing to disclose why SPAC conducted due diligence
on an
accelerated timeline.
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
Page 4 28, 2021 Page 4
FirstName LastName
Representations and Warranties, page 90
16. Please amend your disclosure to expand upon what is meant by
"independent investigation
and reliance."
Other Covenants and Agreements, page 98
17. Please amend your disclosure to provide additional detail describing
the covenants and
agreements related to the PIPE Financing.
Background of the Business Combination, page 104
18. Please expand your disclosure to provide a more detailed discussion of
the negotiations
surrounding the material terms of the business combination agreement,
including Swvl's
pre-money valuation of $1 billion, on a debt-free, cash-free basis
without adjustment to
the purchase price; the amount and form of consideration; the
condition that proceeds
from the PIPE and the proceeds of the Trust Account (after
redemptions) should not be
less than $250 million; the inclusion of earnout shares and the three
tier Earnout
structure; and the condition that the PIPE Financing should not be
less than $100 million.
In your revised disclosure, please explain the reasons for such terms
and each party's
position on such issues, as well as any key points of disagreement and
how you reached
agreement on the final terms.
19. We note your disclosure that "[i]n several cases, SPAC presented term
sheets or
illustrative transaction structures (or similar documentation)
describing the structure or
principal terms of potential business combinations." Please amend your
disclosure to
describe in greater detail the alternative targets to whom SPAC
presented term sheets or
illustrative transaction structures. Please also clarify the reasons
SPAC decided not to
pursue a business combination with respect to those targets
specifically, and the dates by
which SPAC determined not to continue negotiating with each
alternative party.
20. You disclose throughout that Barclays participated in multiple
meetings, and it initially
contacted Ms. Grace to discuss, on a preliminary and introductory
basis, an upcoming
capital raising assignment that Barclays had been engaged on for Swvl.
Please amend
your disclosure throughout the filing to clearly describe Barclays
role in facilitating the
business combination, including its relationship to Swvl and any
compensation received
for its services, prior to its formal engagement as a placement agent
for the PIPE
Financing.
21. We note your disclosure that "During the course of the discussions,
Ms. Grace indicated to
Barclays that, subject to further due diligence and based on SPAC's
preliminary analysis
of Swvl and its business as well as its potential for strong growth in
the future, SPAC
could provide an amount of capital with funds from its trust and with
a committed PIPE
financing sufficient to enable Swvl to meet its business development
objectives as set
forth in its business plan and could potentially value Swvl at
approximately $1 billion, on
a debt-free, cash-free, pre-money basis." Please disclose the basis
for the $1 billion
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
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valuation of Swvl.
22. We note your disclosure that "The SPAC Board was satisfied that no
actual conflict arose
and any potential interest of Ms Grace was appropriately managed. Ms
Grace has
subsequently resigned the directorship." Please elaborate on how the
potential conflict of
interest was "appropriately managed." Please also disclose the SPAC
Board's basis for
determining that no actual conflict arose from Ms. Grace's interest in
VNV Global AB. In
this regard, we note that Ms. Grace resigned from the board of VNV
Global AB after
negotiations and Swvl board approval of the business combination, but
prior to the
announcement of the same. Please also amend your disclosure to discuss
any
consideration given related to, or steps taken to remediate, any
conflicts of interest created
by Ms. Grace's interest in the Sponsor.
23. Please amend your disclosure to describe the key terms of a possible
business combination
between SPAC and Swvl that were included in the term sheet delivered
to Guggenheim
Securities on May 16, 2021.
24. Describe the "proposed revisions to the amount of consideration to be
delivered in
the earn-out and the amount of funds to be available to the
post-combination company
upon the closing of the transaction" discussed in the days between May
19, 2021 and May
21, 2021.
25. Please identify the "Consultant," and disclose any compensation paid
to the consultant for
its role in the business combination. As a related matter, we note
your disclosure on page
110 that "In July 8, 2021, SPAC management and representatives of
Guggenheim
Securities held a call with the Consultant to receive the Consultant's
final presentation on
Swvl diligence. Topics covered included market sizing and dynamics, a
financial model
assessment, a growth marketing assessment, a product integrity
assessment and a technical
excellence and technology assessment." Please tell us whether the
Consultant's
presentations fall within the purview of Item 4(b) of Form F-4, and if
so, revise your
disclosure to state as much and provide the information required by
Item 4(b) and 21(c) of
Form F-4.
26. Please disclose any compensation received by Barclays and MPW Capital
Advisors
Limited for each's role as placement agents in the PIPE Financing.
27. Please amend your disclosure in this section to describe any conflicts
that arose
throughout your negotiations of the business combination and the
facilitation of the PIPE
financing related to the fact that Lone Fonss Schroder also serves as
Chief Executive
Officer of Concordium AG, an affiliate of the Concordium Foundation, a
PIPE Investor.
Include a discussion of any steps taken to address potential or actual
conflicts of interest.
28. We note your disclosure that Swvl securityholders will "receive up to
an additional
15 million shares of the combined company based on the satisfaction of
certain share price
triggers (or an earlier change of control above such price triggers)
within 5 years after the
Business Combination." To the extent material, please provide a
description of these price
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
Page 6 28, 2021 Page 6
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triggers.
29. We note your disclosure that "EY and Vinson & Elkins reported
preliminary findings on
their ongoing due diligence process and the status of unresolved due
diligence items." To
the extent material, please describe the nature of the unresolved due
diligence items.
Certain Financial Projections Provided to SPAC's Board, page 115
30. Please amend your disclosure to describe how the projections relate to
the proposed $1
billion valuation of Swvl.
31. Please disclose how and why the timeframe leading out to 2025
projected financial results
was selected. Disclose whether or not the projections are in line with
historic operating
trends and, if not, explain why the change in trends is appropriate.
With respect to the
material assumptions underlying the projections discussed on page 117,
please quantify
the strategic transactions and any other relevant quantitative
disclosure relating to the
other assumptions, as applicable.
Potential Purchases of SPAC Public Shares, page 129
32. We note your disclosure that "[i]n connection with the SPAC
shareholder vote to approve
the Business Combination, Sponsor, SPAC s directors, officers or
advisors or any of their
respective affiliates may privately negotiate transactions to purchase
SPAC Public Shares
from SPAC shareholders who would have otherwise elected to have their
shares redeemed
in conjunction with the Business Combination for a per share pro rata
portion of the Trust
Account." Please tell us how these purchases comply with Rule 14e-5 of
the Exchange
Act.
The PIPE Financing, page 133
33. Please disclose whether Lone Fonss Schroder, by virtue of her role as
Chief Executive
Officer of Concordium AG, an affiliate of the Concordium Foundation,
will participate in
the PIPE Financing.
Material U.S. Federal Income Tax Considerations for U.S. Holders
The SPAC Merger, page 137
34. You disclose that the discussion in this section is the opinion of
counsel, and that the
transaction should qualify as an F Reorganization. Given that counsel
is not providing a
firm opinion regarding treatment of the transaction, please revise to
provide the reason for
the inability to opine on the material tax consequences and describe
the degree of any
uncertainty in the opinion. Please also include appropriate risk
factor disclosure. Refer to
Section III.C.4 of Staff Legal Bulletin No. 19 for guidance.
Proposal No. 3 - The Advisory Organizational Documents Proposal, page 151
35. We note that the Advisory Organizational Documents Proposal includes
an increase in the
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
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authorized share capital of the combined company; changes to the
number and term of
directors; and limitations on actions of shareholders by written
consent. Please unbundle
the proposal to allow shareholders to vote separately on material
matters. Alternatively,
provide us with your analysis as to why you are not required to
unbundle these proposals.
Please refer to Rule 14a-4(a)(3) of Regulation 14A, as well as
Question 201.01 of the
Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure
Interpretations.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 155
36. Please amend your filing to address the following:
Revise your disclosure to show the potential impact of
redemptions on the per share
value of the shares owned by non-redeeming shareholders by
including a sensitivity
analysis showing a range of redemption scenarios, including
minimum, maximum
and interim redemption levels.
Quantify the value of warrants, based on recent trading prices,
that may be retained
by redeeming stockholders assuming maximum redemptions and
identify any
material resulting risks.
It appears that underwriting fees remain constant and are not
adjusted based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in
your sensitivity
analysis related to dilution.
Unaudited Pro Form Condensed Combined Statement of Operations, page 162
37. Please explain why you have not included historical and pro forma per
share amounts on
the face of the statement of operations or revise to include. Refer to
Regulation S-X 11-
02(a)(9).
Notes to Unaudited Pro Forma Condensed Combined Financial Information
4. Pro Forma Adjustments, page 165
38. We refer you to adjustment B. Please reconcile for us the amounts
disclosed for each
scenario to the adjustment amounts on the pro forma statement of
financial position.
Information About Swvl
Market Opportunity and Competitive Advantage, page 171
39. We note your disclosure that "a recent study found that 78% of women
surveyed in
Karachi reported being harassed on public transport at least once over
the preceding
year." Please identify the study, and the entity that conducted the
study. If you
commissioned the study, please disclose the same, and file the consent
of the entity who
conducted the study as an exhibit to your registration statement. See
Rule 436 and
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
Page 8 28, 2021 Page 8
FirstName LastName
Section 7 of the Securities Act.
40. We note your disclosure that "[i]n the first half of 2021, we
maintained an average
monthly first station reliability rate of approximately 95%, meaning
that drivers using our
platform arrived on-time (i.e., within five minutes of the estimated
time) at the first pick-
up point of their daily routes approximately 95% of the time." In
order to provide
better comparability and clarity regarding this statement, please
revise to disclose the
reliability rate of other stations or pick-up points, such as the last
pick-up point or
station, or tell us why such information is not material.
Swvl Business (TaaS and SaaS), page 173
41. Please amend your disclosure to clarify why TaaS and SaaS offerings
have potentially
higher margins than your other offerings.
Route Creation and Optimization, page 174
42. Please disclose how you define and calculate driver retention rate. In
this regard, we note
your disclosure that "in June 2021 we had an average 30-day rolling
driver retention rate
of approximately 79% in our Cairo retail market." In order to provide
additional context
to investors and ensure comparability, please revise to disclose the
rolling driver retention
rate for previous financial periods referenced in your disclosure and
explain the reasons
for any significant fluctuations from period to period. As a related
matter, please amend
your disclosure to briefly define user convenience and user churn
probability.
Pricing, page 175
43. We note your disclosure that "[o]ur per rider revenue generation has
increased over time.
To measure this, we conduct cohort analyses to compare the historical
rates of new rider
revenue growth to more recent rates." You also provide the following
examples: "in
Cairo, a cohort of new riders that joined our platform in January 2019
began generating
approximately $13 per rider per month of revenue in December 2019
(i.e., 12 months after
joining our platform). A similar cohort of new riders joining our
platform in September
2020 began generating the same $13 of per rider per month revenue in
October 2020 (i.e.,
just one month after joining our platform)." To provide investors with
complete
information supporting your statement that your per revenue generation
has increased over
time, please provide a cohort analysis for the financial periods
presented in the filing. In
your discussion, please clearly define each cohort, including how you
determine which
customers are included in each cohort, and whether these customers are
unique.
Government Regulation, page 179
44. Please amend your disclosure in this section to provide additional
detail about the material
regulations to which you and your operating subsidiaries are subject.
Identify the relevant
laws, regulations, and governing bodies; disclose whether you are in
compliance with
these laws and regulations; and discuss the material effects of any
non-compliance with
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
Page 9 28, 2021 Page 9
FirstName LastName
relevant rules and regulations.
Group Structure, page 179
45. Given the number of markets in which you operate and the limitations
on foreign
investment in some of the jurisdictions in which you operate, please
provide a diagram of
your organizational structure, including your ownership interests in
each of your operating
subsidiaries.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Swvl
Impact of the COVID-19 Pandemic, page 183
46. We note your disclosure that "Beginning in March 2020, the pandemic
and these related
responses have had an adverse effect on demand and earning
opportunities for drivers
using our platform, leading to lower than expected revenues." To
provide balanced
context, please consider quantifying the impact on expected revenues.
Factors Affecting Our Business and Results of Operations, page 184
47. We note your disclosure that "[w]e grow our business by attracting new
riders to our
platform and increasing their usage of our platform over time." To
provide context for
investors regarding the growth of your business in recent financial
periods, please quantify
the amount of your total revenue attributable to new riders compared
to existing riders for
the periods presented in your filing. Please also clarify how you
identify "new riders,"
including whether these riders are unique.
48. You disclose that "our efforts have resulted in gross revenue
retention in excess of 60%,
measured prior to the effects of COVID-19 based on the gross revenue
generated by
cohorts of users tested in their first month of activity (in each of
January 2019 and
February 2019) and after 12 months of activity (in each of January
2020 and February
2020)." Please clarify how you measure "gross revenue retention."
Reconciliation of Non-IFRS Financial Measures
Reconciliation from Revenue to Gross Revenue and Gross Margin, page 193
49. We note that your presentation of gross revenue excludes the impact of
incentives which
are reductions to your revenue recorded under IFRS 15. Please tell us
how you
determined that these adjustments do not result in a tailored
recognition and measurement
method. Refer to Question 100.04 of the Staff's Compliance and
Disclosure
Interpretations on Non-GAAP Financial Measures.
50. Please revise to reconcile gross margin to the most directly
comparable IFRS financial
measure as required by Item 10(e)(1)(i) of Regulation S-K.
51. We note your use of the non-IFRS measure, gross margin. Please tell us
how you
determined it was appropriate to use a title for your non-IFRS
financial measure that
Victoria Grace
Pivotal Holdings Corp
October 28, 2021
Page 10
appears to be the same as, or confusingly similar to, a title used for
a IFRS financial
measure. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K.
Beneficial Ownership of Securities, page 248
52. Please identify the natural persons with voting control of entities
affiliated with Memphis
Equity Ltd., entities affiliated with VNV (Cyprus) Limited, and
entities affiliated with
DiGame Africa.
53. We note your disclosure that "All such scenarios . . . do not take
into account (i) Holdings
Warrants that will remain outstanding following the Business
Combination and may be
exercised at a later date or (ii) the Earnout Shares." Please disclose
the sponsor and its
affiliates' total potential ownership interest in the combined
company, assuming exercise
and conversion of all securities.
Financial Statements
Swvl Inc. and its subsidiaries
Consolidated statement of comprehensive income, page F-40
54. We note from the disclosure on page 188 that your costs of sales does
not include any
depreciation or amortization. Please explain how your presentation of
gross loss is
appropriate in light of the guidance in SAB Topic 11:B.
Notes to the consolidated financial statements
Note 2.19 Revenue recognition, page F-58
55. We note you operate your business under three different models
Regular, Travel and
Transport as a Service. Please explain to us how you considered the
guidance in IFRS 15
paragraph 114 related to disaggregation of revenues and in IFRS 8
paragraph 32 related to
information about products and services. Additionally, please explain
your consideration
of providing a discussion in management s discussion and analysis of
financial condition
and results of operations of the three models and their impact on
results. Refer to Item
5.A of Form 20-F.
Principal versus agent considerations , page F-59
56. We note you consider yourself a principal and present your revenue on a
gross basis.
Please provide us with a detailed analysis of how you determined that
your transportation
FirstName LastNameVictoria Grace
services should be presented on a gross basis under IFRS 15. Please also
provide us with
Comapany NamePivotal Holdings
an English-language Corpof your contracts with captains,
contract with independent
translation
Octoberoperators
28, 2021and terms
Page 10 of service or end-user service agreement related to
your services.
FirstName LastName
Victoria Grace
FirstName LastNameVictoria Grace
Pivotal Holdings Corp
Comapany
October 28,NamePivotal
2021 Holdings Corp
October
Page 11 28, 2021 Page 11
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16. Revenue
16.1 Revenue reconciliations, page F-79
57. Please explain why you believe it is appropriate to present Gross
Revenue, a non-IFRS
measure, in the notes the financial statements. Refer to Item
10(e)(ii)(C) of Regulation S-
K.
General
58. Please address the following issues in an appropriate place in your
filing:
Please highlight the material risks to public warrant holders,
including those arising
from differences between private and public warrants. Clarify
whether recent
common stock trading prices exceed the threshold that would allow
the company to
redeem public warrants. Clearly explain the steps, if any, the
company will take to
notify all shareholders, including beneficial owners, regarding
when the warrants
become eligible for redemption.
Disclose the material risks to unaffiliated investors presented
by taking the company
public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter
that would be
subject to liability for any material misstatements or omissions
in a registration
statement.
Please revise to disclose all possible sources and extent of
dilution that shareholders
who elect not to redeem their shares may experience in connection
with the business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including
warrants retained by redeeming shareholders, at each of the
redemption levels
detailed in your sensitivity analysis, including any needed
assumptions.
It appears that Barclays performed additional services after
the IPO and part of the
IPO underwriting fee was deferred and conditioned on completion
of a business
combination. Please quantify the aggregate fees payable to
Barclays that are
contingent on completion of the business combination.
Please also expand your disclosure regarding the sponsor's
ownership interest in the
target company to disclose the approximate dollar value of the
interest based on the
transaction value and recent trading prices as compared to the
price paid.
Please highlight material differences in the terms and price of
securities issued at the
time of the IPO as compared to private placements contemplated at
the time of the
business combination. Disclose if the SPAC s sponsors,
directors, officers or their
affiliates will participate in the private placement.
Victoria Grace
Pivotal Holdings Corp
October 28, 2021
Page 12
You may contact Scott Stringer at (202) 551-3272 or Angela Lumley at
(202) 551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Jennifer L pez-Molina at (202)
551-3792 with
any other questions.
FirstName LastNameVictoria Grace Sincerely,
Comapany NamePivotal Holdings Corp
Division of
Corporation Finance
October 28, 2021 Page 12 Office of Trade &
Services
FirstName LastName