IPVF InterPrivate III Financial Partners Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-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): December 6, 2023

 

 

InterPrivate III Financial Partners Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-40151		85-3069266
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1350 Avenue of the Americas, 2^nd Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 920-0125

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 Rule 12b-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. ☐

 

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 and one-fifth of one redeemable warrant		IPVF.U		NYSE American LLC
Class A common stock, par value $0.0001 per share		IPVF		NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share		IPVF WS		NYSE American LLC

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On December 6, 2023, InterPrivate III Financial Partners Inc. (the “Company”) issued a press release announcing that its board of directors has determined to redeem all of its outstanding shares of Class A common stock (the “Public Shares”), effective as of December 21, 2023, because the Company will not be able to consummate an initial business combination within the time period required by its amended and restated certificate of incorporation.

 

As of the close of business on the last day of trading, December 8, 2023, the Public Shares will be deemed cancelled and will represent only the rights to receive the per-share redemption price of approximately $10.75 (after taking into account the removal of $100,000 for dissolution expenses).

 

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are forward-looking statements, including, without limitation, the redemption of the Company’s Public Shares and the per-share redemption price. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following document is attached as an exhibit to this Current Report on Form 8-K.

 

Exhibit No.		Description
99.1		Press Release, dated December 6, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	InterPrivate III Financial Partners Inc.
	By:	/s/ Brandon Bentley
		Name: Brandon Bentley
		Title: General Counsel

Dated: December 6, 2023

 

 

2

 

Exhibit 99.1

 

InterPrivate III Financial Partners Inc. Announces Redemption of Shares

 

NEW YORK, Dec. 06, 2023 (GLOBE NEWSWIRE) -- InterPrivate III Financial Partners Inc. (NYSE American: IPVF) today announced that its board of directors (the “Board”) has determined to redeem all of its outstanding shares of Class A common stock (the “Public Shares”), effective as of December 21, 2023, because the Company will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation.

 

As of the close of business on the last day of trading, December 8, 2023, the Public Shares will be deemed cancelled and will represent only the rights to receive the per-share redemption price of approximately $10.75 (after taking into account the removal of $100,000 for dissolution expenses).

 

In order to provide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders may redeem their shares for their pro rata portion of the proceeds of the trust account upon presentation of their respective shares or other delivery of their shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after December 21, 2023.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants. The Company’s initial shareholders have waived their redemption rights with respect to the outstanding shares of common stock issued prior to the Company’s initial public offering.

 

The Company expects that NYSE American will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist its securities.

 

Forward Looking-Statements

 

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements, including, without limitation, the redemption of the Public Shares and the per-share redemption price. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact

 

James Pipe

ir@interprivate.com

InterPrivate III Financial Partners Inc.

(212) 920-0125

v3.23.3

Cover	Dec. 06, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2023
Entity File Number	001-40151
Entity Registrant Name	InterPrivate III Financial Partners Inc.
Entity Central Index Key	0001839610
Entity Tax Identification Number	85-3069266
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1350 Avenue of the Americas
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	920-0125
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Trading Symbol	IPVF.U
Security Exchange Name	NYSEAMER
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	IPVF
Security Exchange Name	NYSEAMER
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	IPVF WS
Security Exchange Name	NYSEAMER

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