Item 3.01. Notice of Delisting or Failure to Satisfy Continued Listing
Rule or Standard; Transfer of Listing.
On April 3, 2023, InterPrivate IV InfraTech Partners Inc. (the “Company”)
received a letter from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company
that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was
below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2)
(the “Market Value Standard”).
The notice has no immediate effect on the listing of the Company’s
common stock, and the Company’s common stock continues to trade on the Nasdaq Capital Market under the symbol “IPVI.”
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has
180 calendar days, or until September 27, 2023, to regain compliance. The notice states that to regain compliance, the Company’s
MVLS must close at $35 million or more for a minimum of ten consecutive business days during the compliance period ending September 27,
2023, at which time the Nasdaq will provide written notification that the Company has achieved compliance under the Market Value Standard
and the matter will be closed.
The Company intends to actively monitor the
market value of its common stock and will evaluate available options to regain compliance with the Nasdaq continued listing
standards, including compliance under the net income standard pursuant to Nasdaq Listing Rule 5550(b)(3) (the “Net Income
Standard”), which the Company expects to meet once it has filed its Annual Report on Form 10-K for the fiscal year ended
December 31, 2022. However, there can be no assurance that the Company will be able to regain compliance under the Market Value
Standard or Net Income Standard, or will otherwise be in compliance with other Nasdaq listing criteria. In the event the Company does not regain
compliance by September 27, 2023, the Nasdaq will notify the Company that its common stock is subject to delisting. At that time,
the Company may appeal the delisting determination to a Nasdaq Hearings Panel.
While the Company is exercising diligent efforts to maintain the listing
of its common stock on the Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq
listing criteria.
The Company, by filing this Form 8-K, discloses its receipt of the
notice in accordance with Nasdaq Listing Rule 5810(b).
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, the Company’s submission of a compliance plan with Nasdaq
and regaining compliance with the requirements of Listing Rule 5620(a). These statements are based on various assumptions and on the current
expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward- looking statements
are subject to a number of risks and uncertainties, including: the risk that the Company is unable to submit a compliance plan to Nasdaq
within the specified period, or that the compliance plan is not accepted by Nasdaq; those factors discussed in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and other documents of the
Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or
that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and
views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments
to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments
as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking
statements.