Form 8-K - Current report

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): August 1, 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

Not Applicable

(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:

☐

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))

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

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. ☐

Item 8.01. Other Events

As previously disclosed, at a special meeting of the stockholders (the “Special Meeting”) of InterPrivate III Financial Partners Inc. (the “Company”) held on June 5, 2023, the Company’s stockholders voted in favor of a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which it must consummate an initial business combination (the “Deadline Date”) from June 9, 2023 to July 9, 2023, and to allow the Company to elect to further extend in one-month increments (the “Extension”) up to eight additional times, or a total of up to nine months, until March 9, 2024. Also as previously disclosed, if an Extension is implemented, the Company or its designees will deposit into the trust account $21,000 per month, and $189,000 in the aggregate if all eight extensions are implemented, at the beginning of each month.

On July 26, 2023, the Board determined to implement the third Extension and to extend the Deadline Date for an additional month to September 9, 2023. In connection with the Extension, the Company deposited $21,000 to the Company’s trust account on July 27, 2023.

On August 1, 2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing the extension of the Deadline Date to September 9, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, issued August 1, 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, 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: August 1, 2023

Exhibit 99.1

InterPrivate III Financial Partners Inc. Announces

Extension of Deadline to Complete Initial Business Combination

New York, NY, Aug. 01, 2023 (GLOBE NEWSWIRE) -- InterPrivate III Financial Partners Inc. (NYSE American: IPVF.U, IPVF, IPVF WS) (the “Company”), announced today that its board of directors (the “Board”) has decided to extend the date by which the Company must consummate an initial business combination (the “Deadline Date”) from August 9, 2023 for an additional month, to September 9, 2023, the third of nine potential one-month extensions of the Deadline Date available to the Company.

The Company’s Amended and Restated Certificate of Incorporation (the “Charter”) provides the Company the right to extend the Deadline Date up to nine times for an additional one month each time (each, an “Extension”), from June 9, 2023 to up to March 9, 2024. On July 26, 2023, pursuant to the Charter, the Board determined to implement a third Extension to allow additional time for the Company to complete its initial business combination. In connection with the third Extension, the Company deposited $21,000 for the third month of the Extension. On July 27, 2023, the Company deposited such contribution into the Company’s trust account.

About InterPrivate III Financial Partners Inc.

InterPrivate III Financial Partners Inc. is a blank check company formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the risk that approval of the Company’s stockholders for the Extension is not obtained; the level of redemptions made by the Company’s stockholders in connection with the Extension and its impact on the amount of funds available in the Company’s trust account to complete an initial business combination; and those factors discussed in the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2023, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact

James Pipe

ir@interprivate.com

InterPrivate III Financial Partners Inc.

(212) 920-0125

Cover	Aug. 01, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 01, 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