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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, 2nd
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.
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
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