10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from                       to              

Commission file number: 001-40153 

INTERPRIVATE IV INFRATECH PARTNERS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	85-3122877
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

(Address of principal executive offices) 

(212) 920-0125

(Issuer’s telephone number)   

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	IPVIU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	IPVI	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	IPVIW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 22, 2022, there were 28,750,000 shares of Class A common stock, $0.0001 par value and 7,187,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

INTERPRIVATE IV INFRATECH PARTNERS INC

FORM 10-Q FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements	1
Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	1
Condensed Statements of Operations for the three and six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	2
Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	3
Condensed Statements of Cash Flows for the six months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	18
Item 4. Controls and Procedures	18
Part II. Other Information
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	20
Part III. Signatures	21

i

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements. 

INTERPRIVATE IV INFRATECH PARTNERS INC.

CONDENSED BALANCE SHEETS

	June 30, 2022 (unaudited)			December 31, 2021
ASSETS
Current assets
Cash	$	79,522		$	35
Prepaid expenses		199,051			257,227
Total current assets		278,573			257,262
Prepaid expense, net of current assets		-			41,076
Marketable securities held in Trust Account		287,798,366			287,579,158
TOTAL ASSETS	$	288,076,939		$	287,877,496
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Related party payable	$	511,538		$	69,697
Income tax payable		63,609			-
Accounts payable and accrued expenses		2,097,556			2,108,230
Total current liabilities		2,672,703			2,177,927
Warrant liability		2,688,575			8,739,599
Deferred underwriting fee payable		10,062,500			10,062,500
Total Liabilities		15,423,778			20,980,026
Commitments and Contingencies (See Note 7)
Class A common stock subject to possible redemption 28,750,000 shares at redemption value		287,798,366			287,579,158
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		-			-
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption)		-			-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding		719			719
Additional paid-in capital		-			-
Accumulated deficit		(15,145,924	)		(20,682,407	)
Total Stockholders’ Deficit		(15,145,205	)		(20,681,688	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	288,076,939		$	287,877,496

The accompanying notes are an integral part of the unaudited condensed financial statements.

1

INTERPRIVATE IV INFRATECH PARTNERS INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Formation and operational costs	$	185,775		$	315,601		$	604,973		$	404,571
Related party administrative fees		60,000			60,000			120,000			80,000
Loss from operations		(245,775	)		(375,601	)		(724,973	)		(484,571	)
Other income:
Change in fair value of warrant liability		2,687,886			(3,812,500	)		6,051,024			(3,705,000	)
Warrant Transaction Costs		-			-			-			(261,155	)
Interest earned on marketable securities held in Trust Account		457,153			21,650			541,300			26,646
Unrealized loss on marketable securities held in Trust Account		(55,334	)		(8,568	)		(48,052	)		(3,780	)
Other income (loss), net		3,089,705			(3,799,418	)		6,544,272			(3,943,289	)
Income (loss) before benefit from (provision for) income taxes		2,843,930			(4,175,019	)		5,819,299			(4,427,860	)
Provision for income taxes		63,609			-			63, 609			-
Net income (loss)	$	2,780,321		$	(4,175,019	)	$	5,755,690		$	(4,427,860	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000			28,750,000			28,750,000			17,948,895
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.08		$	(0.12	)	$	0.16		$	(0.19	)
Basic and diluted weighted average shares outstanding, non-redeemable common stock		7,187,500			7,187,500			7,187,500			5,902,970
Basic and diluted net income (loss) per share, non-redeemable common stock	$	0.08		$	(0.12	)	$	0.16		$	(0.19	)

The accompanying notes are an integral part of the unaudited condensed financial statements. 

2

INTERPRIVATE IV INFRATECH PARTNERS INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Class A				Class B				Additional					Total
	Common Stock				Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - January 1, 2022		-	$	-		7,187,500	$	719	$	-	$	(20,682,407	)	$	(20,681,688	)
Remeasurement of Class A common stock subject to possible redemption		-		-		-		-		-		(91,429	)		(91,429	)
Net income		-		-		-		-		-		2,975,369			2,975,369
Balance - March 31, 2022		-		-		7,187,500		719		-		(17,798,467	)		(17,797,748	)
Remeasurement of Class A common stock subject to possible redemption		-		-		-		-		-		(127,778	)		(127,778	)
Net income		-		-		-		-		-		2,780,321			2,780,321
Balance - June 30, 2022		-	$	-		7,187,500	$	719	$	-	$	(15,145,924	)	$	(15,145,205	)

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance - January 1, 2021		—	$	—		—	$	—	$	—		$	—		$	—
Common stock issued to Sponsor		—		—		7,187,500		719		24,281			—			25,000
Issuance costs associated with the sale of Public Units		—		—		—		—		(3,574,281	)		(12,770,165	)		(16,344,446	)
Sale of 5,000,000 Private Placement Warrants		—		—		—		—		3,550,000			—			3,550,000
Reclass of Class A CS subject to possible redemption from permanent to temporary		—		—		—		—		—			(4,198,317	)		(4,198,317	)
Remeasurement of Class A common stock subject to possible redemption		—		—		—		—		—			(9,784	)		(9,784	)
Net loss		—		—		—		—		—			(252,841	)		(252,841	)
Balance - March 31, 2021						7,187,500	$	719	$	-		$	(17,231,107	)	$	(17,230,388	)
Remeasurement of Class A common stock subject to possible redemption		-		-		-		-		-			(13,082	)		(13,082	)
Net loss		-		-		-		-		-			(4,175,019	)		(4,175,019	)
Balance - June 30, 2021		-	$	-		7,187,500	$	719	$	-		$	(21,419,208	)	$	(21,418,489	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

3

INTERPRIVATE IV INFRATECH PARTNERS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	June 30,
	2022			2021
Cash flows from Operating Activities:
Net income (loss)	$	5,755,690		$	(4,427,860	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability		(6,051,024	)		3,705,000
Offering costs attributable to warrant liabilities		-			261,155
Interest earned on marketable securities held in Trust Account		(541,300	)		(26,646	)
Unrealized loss on marketable securities held in Trust Account		48,052			3,780
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		99,253			(461,348	)
Related party payable		120,000			-
Income tax payable		63,609
Accrued expenses		(10,674	)		264,857
Net cash used in operating activities		(516,394	)		(681,062	)
Cash flows from Investing Activities:
Investment of cash in Trust Account		-			(287,500,000	)
Withdrawals from Trust Account		274,040			-
Net cash provided by (used in) investing activities		274,040			(287,500,000	)
Cash flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		-			281,750,000
Proceeds from Private Placement Warrants		-			7,500,000
Advances from related party		321,841
Proceeds from promissory note - related party		-			166,493
Proceeds of promissory note - related party		-			(166,493	)
Payment of offering costs		-			(481,418	)
Net cash provided by financing activities		321,841			288,768,582
Net Change in Cash		79,487			587,520
Cash – Beginning of period		35			-
Cash – End of period	$	79,522		$	587,520
Non-cash investing and financing activities:
Initial classification of Common Stock subject to possible redemption		-		$	258,570,000
Offering costs paid by Sponsor in exchange for issuance of Founder Shares		-		$	25,000
Deferred underwriting fee payable		-		$	10,062,500
Change in value of Class A common stock subject to possible redemption		-		$	4,165,709
Remeasurement of Class A common stock subject to possible redemption	$	219,207		$	22,866

The accompanying notes are an integral part of the unaudited condensed financial statements.

4

INTERPRIVATE IV INFRATECH PARTNERS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

InterPrivate IV InfraTech Partners Inc. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate III Technology Partners Corp.”, but the Company changed its name to “InterPrivate IV InfraTech Partners Inc.” on January 6, 2021. The Company was 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.

As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to InterPrivate Acquisition Management IV, LLC (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4.

Following the closing of the Initial Public Offering on March 9, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

5

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Nasdaq Stock Market LLC (“Nasdaq”) rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If the Company seeks stockholder approval, the Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. The Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by the Sponsor in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination.

The Company will have until March 9, 2023 or any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Company’s Amended and Restated Certificate of Incorporation to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

6

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 1, 2022 (the “Annual Report”). The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Certain reclassifications were made to the prior period balances to conform to the current period presentation. These reclassifications do not restate the prior year financial statements and are for presentation purposes only.

Liquidity and Financial Condition

As of June 30, 2022, the Company had cash of $79,522 and a working capital deficit of $2,310,810. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. The Company has a termination date of less than one year from the issuance of this report which will result in a mandatory liquidation.

7

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

At June 30, 2022, substantially all of the assets held in the Trust Account were invested in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

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Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Our effective tax rate was 1.1% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 1.1% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

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The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the three months ended					For the six months ended
	June 30,					June 30,
	2022		2021			2022		2021
Class A common stock subject to possible redemption
Numerator:
Net income (loss) allocable to Class A common stock subject to possible redemption	$	2,224,257	$	(3,340,015	)	$	4,604,552	$	(3,332,033	)
Denominator:
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000		28,750,000			28,750,000		17,948,895
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption		0.08		(0.12	)		0.16		(0.19	)

	For the three months ended June 30,						For the six months ended  six June 30,
Non-redeemable common stock	2022			2021			2022			2021
Numerator:
Net income (loss)	$	2,780,321		$	(4,175,019	)	$	5,755,690		$	(4,427,860	)
Less: Net income (loss) allocable to Class A common stock subject to possible redemption		(2,224,257	)		3,340,015			(4,604,552	)		3,332,033
Net income (loss) allocable to non-redeemable common stock	$	556,064			(835,004	)	$	1,151,138			(1,095,827	)
Denominator:
Basic and diluted weighted average shares outstanding, non-redeemable common stock		7,187,500			7,187,500			7,187,500			5,902,970
Basic and diluted net income (loss) per share, non-redeemable common stock		0.08			(0.12	)		0.16			(0.19	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 3. PUBLIC OFFERING

There have been no changes to the public offering amounts previously disclosed in the December 31, 2021 financials. As of June 30, 2022, cash of $79,522 was held outside of the Trust Account and was available for working capital purposes.

NOTE 4. PRIVATE PLACEMENT

There have been no changes to the private placement amounts previously disclosed in the December 31, 2021 financials.

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NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

There have been no changes to the Founder Shares amounts previously disclosed in the December 31, 2021 financials.

Convertible Promissory Note — Related Party

On March 31, 2022, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and due on the earlier of March 9, 2023 and the date on which the Company consummates its initial business combination. If we complete a business combination, we would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans. If we fully draw down on the Convertible Promissory Note and require additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us such additional funds as may be required. The issuance of the Convertible Promissory Note was approved by our board of directors and our audit committee on March 31, 2022. As of June 30, 2022, $451,538 was outstanding under the Convertible Promissory Note which is included in related party payable on the accompanying condensed balance sheets.

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Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

In addition, as the Company incurs operating expenses, these fees are paid by InterPrivate LLC, and InterPrivate LLC is subsequently reimbursed by the Company for the full amount paid. As of June 30, 2022, the Company had outstanding related party payables due to the Sponsor of $0.

Administrative Services Agreement

The Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For both the three months ended June 30, 2022 and 2021, the Company recorded $30,000 per period in fees for these services. For the six months ended June 30, 2022 and 2021, the Company recorded $60,000 and $40,000, respectively, in fees for these services. As of June 30, 2022, the administrative service fee payable was $30,000, and is included in related party payable on the accompanying condensed balance sheets.

Services Agreement

The Company entered into an agreement, pursuant to which the Company will pay its Vice President a total of $10,000 per month for assisting the Company in negotiating and consummating an initial business combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For both the three months ended June 30, 2022 and 2021, the Company recorded $30,000 per period in fees for these services. For the six months ended June 30, 2022 and 2021, the Company recorded $60,000 and $40,000, respectively, in fees for these services. As of June 30, 2022, the service fee payable was $30,000, and is included in related party payable on the accompanying condensed balance sheets.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) have registration rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7. WARRANTS

There have been no changes to the public warrant disclosure since the December 31, 2021 financials.

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NOTE 8. FAIR VALUE MEASUREMENTS  

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, respectively, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

			June 30,
Description	Level		2022
Assets:
Marketable securities held in Trust Account		1	$	287,798,366
Liabilities:
Warrant liability - Public Warrants		3		1,438,075
Warrant liability - Private Placement Warrants		3		1,250,500

			December 31,
Description	Level		2021
Assets:
Marketable securities held in Trust Account		1	$	287,579,158
Liabilities:
Warrant liability - Public Warrants		3		4,658,299
Warrant liability - Private Placement Warrants		3		4,081,300

The Public Warrants and the Private Placement Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Public Warrants and the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Binomial Lattice Model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants was used as the fair value of the Public Warrants as of each relevant date.

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The key inputs into the Binomial Lattice Model for the initial measurement of the Public Warrants and the Private Placement Warrants, and the subsequent measurement of the Private Placement Warrants, are as follows:

	June 30,			December 31,
Term	2022			2021
Risk-free interest rate		2.97	%		1.19	%
Market price of public stock	$	9.80		$	9.70
Dividend yield		0	%		0	%
Implied volatility		6.70	%		16.60	%
Exercise price	$	11.50		$	11.50

The above assumptions are based on an expected close of a de-SPAC transaction on February 28, 2023.

On June 30, 2022 and December 31, 2021, the Private Placement Warrants were determined to be valued at $0.25 and $0.82 per warrant, respectively. On June 30, 2022 and December 31, 2021, the Public Warrants were valued at $0.25 and $0.81 per warrant, respectively.

The following table presents the changes in the fair value of warrant liabilities:

Term	Public Warrants			Private Placement Warrants
Fair value as of December 31, 2021		4,658,299			4,081,300
Change in valuation inputs or other assumptions		(3,220,224	)		(2,830,800	)
Fair value as of June 30, 2022		1,438,075			1,250,500

During the three-month period ended June 30, 2022, there were no transfers out of Level 3.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this quarterly report on Form 10-Q (the “Quarterly Report”) to “we,” “us” or the “Company” refer to InterPrivate IV InfraTech Partners Inc. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to InterPrivate Acquisition Management IV, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report and the Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Annual Report. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on September 10, 2020 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. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through June 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

The three months ended June 30, 2022 compared to the three months ended June 30, 2021

For the three months ended June 30, 2022 and 2021, we had net income of $2,780,321 versus a net loss of $4,175,019, respectively, a change of $6,955,340. This change was primarily driven by a slight reduction in operating costs of $129,826, offset by a gain in fair value of warrant liability of $6,500,386 due to fluctuations in the market.

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Period-to-period changes in our results also include interest income on marketable securities held in the Trust Account for the three months ended June 30, 2022 of $457,153 compared to $21,650 for the three months ended June 30, 2021, and we had an unrealized loss on marketable securities held in the Trust Account for the three months ended June 30, 2022 of $55,334 compared to $8,568 for the three months ended June 30, 2021.

The six months ended June 30, 2022 compared to the six months ended June 30, 2021

For the six months ended June 30, 2022 and 2021, we had net income of $5,755,690 versus a net loss of $4,427,860, respectively, a change of $10,183,550. This change was primarily driven by increases in operating costs of $240,402, offset by the change in fair value of warrant liability of $9,756,024 and an increase in interest income on marketable securities of $514,654.

Period-to-period changes in our results also include interest income on marketable securities held in the Trust Account for the three months ended June 30, 2022 of $541,300 compared to $26,646 for the six months ended June 30, 2021, and we had an unrealized loss on marketable securities held in the Trust Account for the six months ended June 30, 2022 of $48,052 compared to $3,780 for the six months ended June 30, 2021. In addition, during the six months ended June 30, 2021, the Company incurred offering costs of $261,155 related to the warrants issued.

Liquidity and Capital Resources

On March 9, 2021, we consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,500,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $287,500,000 was placed in the Trust Account.

For the six months ended June 30, 2022, cash used in operating activities was $516,394. Net income of $5,755,690 was affected by a non-cash income related to the change in warrant liability of $6,051,024, interest earned on marketable securities held in the Trust Account of $541,300 and an unrealized loss on marketable securities held in in the Trust Account of $48,052. Changes in operating assets and liabilities provided $272,187 of cash for operating activities.

As of June 30, 2022, we had marketable securities held in the Trust Account of $287,798,366 (including $541,300 of interest income and unrealized gains on U.S. Treasury Bills with a maturity of 185 days or less). Interest income on the balance in the Trust Account may be used by us to pay taxes. Through June 30, 2022, we have withdrawn $274,040 from the Trust Account related to payments for Delaware franchise taxes.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2022, we had cash of $79,522 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, administrative and support services. We began incurring these fees on March 4, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

We have entered into an agreement, pursuant to which we will pay the Vice President a total of $10,000 per month for assisting us in negotiating and consummating an initial Business Combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees.

The underwriters are entitled to a deferred fee of $0.35 per unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Classification

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. As of June 30, 2022 and December 31, 2021, both the Public Warrants and the Private Placement Warrants were accounted for as liabilities.

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Common Stock Subject to Possible Redemption

We account for our common stock subject to possible conversion in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets. 

Net Income (Loss) Per Share of Common Stock

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Company’s statement of operations includes a presentation of income (loss) per share of common stock in a manner similar to the two-class method of income (loss) per share.

Non-redeemable Class A common stock includes the Founder Shares and other shares of Class A common stock that do not have redemption features.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer (who serves as our Principal Executive, Financial and Accounting Officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based upon his evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2022, as previously disclosed in the Quarterly Report on Form 10-Q filed on May 19, 2022, due to the material weakness in our internal control over financial reporting related to accounting for complex financial instruments. Notwithstanding this identified material weakness as of June 30, 2022, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented in conformity with GAAP.

18

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Changes in Internal Control over Financial Reporting  

In light of the material weakness described above, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals. 

While we took considerable action to remediate the material weakness, such remediation has not been fully evidenced. Accordingly, we continue to test our controls implemented in the first quarter to assess whether our controls are operating effectively. While there can be no assurance, we believe our material weakness will be remediated during the course of fiscal 2022. 

Other than the changes discussed above, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

19

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

As of the date of this Quarterly Report, there have been no material changes from the risk factors previously disclosed in the Quarterly Report on Form 10-Q filed on May 19, 2022. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 31, 2022, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and due on the earlier of March 9, 2023 and the date on which the Company consummates its initial business combination. If we complete a business combination, we would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans. If we fully draw down on the Convertible Promissory Note and require additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us such additional funds as may be required. The issuance of the Convertible Promissory Note was approved by our board of directors and our audit committee on March 31, 2022. As of June 30, 2022, there was $451,538 outstanding under the Convertible Promissory Note.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.	Description of Exhibit
31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

20

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTERPRIVATE IV INFRATECH PARTNERS INC.
Date: August 22, 2022	By:	/s/ Kevin Timmons
	Name:	Kevin Timmons
	Title:	Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

21

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Timmons, certify that:

1. I have reviewed this quarterly report on Form 10-Q of InterPrivate IV InfraTech Partners Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) [Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)];

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2022

/s/ Kevin Timmons

Kevin Timmons

Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of InterPrivate IV InfraTech Partners Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Kevin Timmons, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 22, 2022

/s/ Kevin Timmons

Kevin Timmons

Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2022	Aug. 22, 2022
Document Information Line Items
Entity Registrant Name	INTERPRIVATE IV INFRATECH PARTNERS INC.
Trading Symbol	IPVI
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001839611
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40153
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3122877
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
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		28,750,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,187,500

XML

Condensed Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash	$ 79,522	$ 35
Prepaid expenses	199,051	257,227
Total current assets	278,573	257,262
Prepaid expense, net of current assets		41,076
Marketable securities held in Trust Account	287,798,366	287,579,158
TOTAL ASSETS	288,076,939	287,877,496
Current liabilities
Related party payable	511,538	69,697
Income tax payable	63,609
Accounts payable and accrued expenses	2,097,556	2,108,230
Total current liabilities	2,672,703	2,177,927
Warrant liability	2,688,575	8,739,599
Deferred underwriting fee payable	10,062,500	10,062,500
Total Liabilities	15,423,778	20,980,026
Commitments and Contingencies (See Note 7)
Class A common stock subject to possible redemption 28,750,000 shares at redemption value	287,798,366	287,579,158
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption)
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding	719	719
Additional paid-in capital
Accumulated deficit	(15,145,924)	(20,682,407)
Total Stockholders’ Deficit	(15,145,205)	(20,681,688)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 288,076,939	$ 287,877,496

XML

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Subject to possible redemption shares	28,750,000	28,750,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	380,000,000	380,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,187,500	7,187,500
Common stock, shares outstanding	7,187,500	7,187,500

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Formation and operational costs	$ 185,775	$ 315,601	$ 604,973	$ 404,571
Related party administrative fees	60,000	60,000	120,000	80,000
Loss from operations	(245,775)	(375,601)	(724,973)	(484,571)
Other income:
Change in fair value of warrant liability	2,687,886	(3,812,500)	6,051,024	(3,705,000)
Warrant Transaction Costs				(261,155)
Interest earned on marketable securities held in Trust Account	457,153	21,650	541,300	26,646
Unrealized loss on marketable securities held in Trust Account	(55,334)	(8,568)	(48,052)	(3,780)
Other income (loss), net	3,089,705	(3,799,418)	6,544,272	(3,943,289)
Income (loss) before benefit from (provision for) income taxes	2,843,930	(4,175,019)	5,819,299	(4,427,860)
Provision for income taxes	63,609		63,609
Net income (loss)	$ 2,780,321	$ (4,175,019)	$ 5,755,690	$ (4,427,860)
Basic weighted average shares outstanding (in Shares)	7,187,500	7,187,500	7,187,500	5,902,970
Basic net loss per share (in Dollars per share)	$ 0.08	$ (0.12)	$ 0.16	$ (0.19)
Class A common stock
Other income:
Basic weighted average shares outstanding (in Shares)	28,750,000	28,750,000	28,750,000	17,948,895
Basic net loss per share (in Dollars per share)	$ 0.08	$ (0.12)	$ 0.16	$ (0.19)

XML

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Diluted weighted average shares outstanding	7,187,500	7,187,500	7,187,500	5,902,970
Diluted net loss per share	$ 0.08	$ (0.12)	$ 0.16	$ (0.19)
Class A common stock
Diluted weighted average shares outstanding	28,750,000	28,750,000	28,750,000	17,948,895
Diluted net loss per share	$ 0.08	$ (0.12)	$ 0.16	$ (0.19)

XML

Condensed Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020
Balance (in Shares) at Dec. 31, 2020
Common stock issued to Sponsor		$ 719	24,281		25,000
Common stock issued to Sponsor (in Shares)		7,187,500
Issuance costs associated with the sale of Public Units			(3,574,281)	(12,770,165)	(16,344,446)
Sale of 5,000,000 Private Placement Warrants			3,550,000		3,550,000
Reclass of Class A CS subject to possible redemption from permanent to temporary				(4,198,317)	(4,198,317)
Remeasurement of Class A common stock subject to possible redemption				(9,784)	(9,784)
Net income (loss)				(252,841)	(252,841)
Balance at Mar. 31, 2021		$ 719		(17,231,107)	(17,230,388)
Balance (in Shares) at Mar. 31, 2021		7,187,500
Balance at Dec. 31, 2020
Balance (in Shares) at Dec. 31, 2020
Net income (loss)					(4,427,860)
Balance at Jun. 30, 2021		$ 719		(21,419,208)	(21,418,489)
Balance (in Shares) at Jun. 30, 2021		7,187,500
Balance at Mar. 31, 2021		$ 719		(17,231,107)	(17,230,388)
Balance (in Shares) at Mar. 31, 2021		7,187,500
Remeasurement of Class A common stock subject to possible redemption				(13,082)	(13,082)
Net income (loss)				(4,175,019)	(4,175,019)
Balance at Jun. 30, 2021		$ 719		(21,419,208)	(21,418,489)
Balance (in Shares) at Jun. 30, 2021		7,187,500
Balance at Dec. 31, 2021		$ 719		(20,682,407)	(20,681,688)
Balance (in Shares) at Dec. 31, 2021		7,187,500
Remeasurement of Class A common stock subject to possible redemption				(91,429)	(91,429)
Net income (loss)				2,975,369	2,975,369
Balance at Mar. 31, 2022		$ 719		(17,798,467)	(17,797,748)
Balance (in Shares) at Mar. 31, 2022		7,187,500
Balance at Dec. 31, 2021		$ 719		(20,682,407)	(20,681,688)
Balance (in Shares) at Dec. 31, 2021		7,187,500
Net income (loss)					5,755,690
Balance at Jun. 30, 2022		$ 719		(15,145,924)	(15,145,205)
Balance (in Shares) at Jun. 30, 2022		7,187,500
Balance at Mar. 31, 2022		$ 719		(17,798,467)	(17,797,748)
Balance (in Shares) at Mar. 31, 2022		7,187,500
Remeasurement of Class A common stock subject to possible redemption				(127,778)	(127,778)
Net income (loss)				2,780,321	2,780,321
Balance at Jun. 30, 2022		$ 719		$ (15,145,924)	$ (15,145,205)
Balance (in Shares) at Jun. 30, 2022		7,187,500

XML

Condensed Statements of Changes in Stockholders’ Deficit (Parentheticals)	3 Months Ended
	Mar. 31, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of Private Placement Warrants	5,000,000

XML

Condensed Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from Operating Activities:
Net income (loss)	$ 5,755,690	$ (4,427,860)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability	(6,051,024)	3,705,000
Offering costs attributable to warrant liabilities		261,155
Interest earned on marketable securities held in Trust Account	(541,300)	(26,646)
Unrealized loss on marketable securities held in Trust Account	48,052	3,780
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	99,253	(461,348)
Related party payable	120,000
Income tax payable	63,609
Accrued expenses	(10,674)	264,857
Net cash used in operating activities	(516,394)	(681,062)
Cash flows from Investing Activities:
Investment of cash in Trust Account		(287,500,000)
Withdrawals from Trust Account	274,040
Net cash provided by (used in) investing activities	274,040	(287,500,000)
Cash flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		281,750,000
Proceeds from Private Placement Warrants		7,500,000
Advances from related party	321,841
Proceeds from promissory note - related party		166,493
Proceeds of promissory note - related party		(166,493)
Payment of offering costs		(481,418)
Net cash provided by financing activities	321,841	288,768,582
Net Change in Cash	79,487	587,520
Cash – Beginning of period	35
Cash – End of period	79,522	587,520
Non-cash investing and financing activities:
Initial classification of Common Stock subject to possible redemption		258,570,000
Offering costs paid by Sponsor in exchange for issuance of Founder Shares		25,000
Deferred underwriting fee payable		10,062,500
Change in value of Class A common stock subject to possible redemption		4,165,709
Remeasurement of Class A common stock subject to possible redemption	$ 219,207	$ 22,866

XML

Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

InterPrivate IV InfraTech Partners Inc. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate III Technology Partners Corp.”, but the Company changed its name to “InterPrivate IV InfraTech Partners Inc.” on January 6, 2021. The Company was 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.

As of June 30, 2022, the Company had not commenced any operations. All activity through June 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to InterPrivate Acquisition Management IV, LLC (the “Sponsor”), generating gross proceeds of $7,500,000, which is described in Note 4.

Following the closing of the Initial Public Offering on March 9, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Nasdaq Stock Market LLC (“Nasdaq”) rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If the Company seeks stockholder approval, the Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. The Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by the Sponsor in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination.

The Company will have until March 9, 2023 or any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Company’s Amended and Restated Certificate of Incorporation to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 1, 2022 (the “Annual Report”). The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Certain reclassifications were made to the prior period balances to conform to the current period presentation. These reclassifications do not restate the prior year financial statements and are for presentation purposes only.

Liquidity and Financial Condition

As of June 30, 2022, the Company had cash of $79,522 and a working capital deficit of $2,310,810. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. The Company has a termination date of less than one year from the issuance of this report which will result in a mandatory liquidation.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

At June 30, 2022, substantially all of the assets held in the Trust Account were invested in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Our effective tax rate was 1.1% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 1.1% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the three months ended					For the six months ended
	June 30,					June 30,
	2022		2021			2022		2021
Class A common stock subject to possible redemption
Numerator:
Net income (loss) allocable to Class A common stock subject to possible redemption	$	2,224,257	$	(3,340,015	)	$	4,604,552	$	(3,332,033	)
Denominator:
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000		28,750,000			28,750,000		17,948,895
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption		0.08		(0.12	)		0.16		(0.19	)

	For the three months ended June 30,						For the six months ended  six June 30,
Non-redeemable common stock	2022			2021			2022			2021
Numerator:
Net income (loss)	$	2,780,321		$	(4,175,019	)	$	5,755,690		$	(4,427,860	)
Less: Net income (loss) allocable to Class A common stock subject to possible redemption		(2,224,257	)		3,340,015			(4,604,552	)		3,332,033
Net income (loss) allocable to non-redeemable common stock	$	556,064			(835,004	)	$	1,151,138			(1,095,827	)
Denominator:
Basic and diluted weighted average shares outstanding, non-redeemable common stock		7,187,500			7,187,500			7,187,500			5,902,970
Basic and diluted net income (loss) per share, non-redeemable common stock		0.08			(0.12	)		0.16			(0.19	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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Public Offering

6 Months Ended

Jun. 30, 2022

Public Offering Abstract

PUBLIC OFFERING

NOTE 3. PUBLIC OFFERING

There have been no changes to the public offering amounts previously disclosed in the December 31, 2021 financials. As of June 30, 2022, cash of $79,522 was held outside of the Trust Account and was available for working capital purposes.

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Private Placement

6 Months Ended

Jun. 30, 2022

Private Placement Abstract

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

There have been no changes to the private placement amounts previously disclosed in the December 31, 2021 financials.

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Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

There have been no changes to the Founder Shares amounts previously disclosed in the December 31, 2021 financials.

Convertible Promissory Note — Related Party

On March 31, 2022, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and due on the earlier of March 9, 2023 and the date on which the Company consummates its initial business combination. If we complete a business combination, we would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans. If we fully draw down on the Convertible Promissory Note and require additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or our officers and directors may, but are not obligated to, loan us such additional funds as may be required. The issuance of the Convertible Promissory Note was approved by our board of directors and our audit committee on March 31, 2022. As of June 30, 2022, $451,538 was outstanding under the Convertible Promissory Note which is included in related party payable on the accompanying condensed balance sheets.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

In addition, as the Company incurs operating expenses, these fees are paid by InterPrivate LLC, and InterPrivate LLC is subsequently reimbursed by the Company for the full amount paid. As of June 30, 2022, the Company had outstanding related party payables due to the Sponsor of $0.

Administrative Services Agreement

The Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For both the three months ended June 30, 2022 and 2021, the Company recorded $30,000 per period in fees for these services. For the six months ended June 30, 2022 and 2021, the Company recorded $60,000 and $40,000, respectively, in fees for these services. As of June 30, 2022, the administrative service fee payable was $30,000, and is included in related party payable on the accompanying condensed balance sheets.

Services Agreement

The Company entered into an agreement, pursuant to which the Company will pay its Vice President a total of $10,000 per month for assisting the Company in negotiating and consummating an initial business combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For both the three months ended June 30, 2022 and 2021, the Company recorded $30,000 per period in fees for these services. For the six months ended June 30, 2022 and 2021, the Company recorded $60,000 and $40,000, respectively, in fees for these services. As of June 30, 2022, the service fee payable was $30,000, and is included in related party payable on the accompanying condensed balance sheets.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) have registration rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

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Warrants

6 Months Ended

Jun. 30, 2022

Warrants Abstract

WARRANTS

NOTE 7. WARRANTS

There have been no changes to the public warrant disclosure since the December 31, 2021 financials.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS  

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, respectively, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

			June 30,
Description	Level		2022
Assets:
Marketable securities held in Trust Account		1	$	287,798,366
Liabilities:
Warrant liability - Public Warrants		3		1,438,075
Warrant liability - Private Placement Warrants		3		1,250,500

			December 31,
Description	Level		2021
Assets:
Marketable securities held in Trust Account		1	$	287,579,158
Liabilities:
Warrant liability - Public Warrants		3		4,658,299
Warrant liability - Private Placement Warrants		3		4,081,300

The Public Warrants and the Private Placement Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Public Warrants and the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Binomial Lattice Model was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the closing price of the Public Warrants was used as the fair value of the Public Warrants as of each relevant date.

The key inputs into the Binomial Lattice Model for the initial measurement of the Public Warrants and the Private Placement Warrants, and the subsequent measurement of the Private Placement Warrants, are as follows:

	June 30,			December 31,
Term	2022			2021
Risk-free interest rate		2.97	%		1.19	%
Market price of public stock	$	9.80		$	9.70
Dividend yield		0	%		0	%
Implied volatility		6.70	%		16.60	%
Exercise price	$	11.50		$	11.50

The above assumptions are based on an expected close of a de-SPAC transaction on February 28, 2023.

On June 30, 2022 and December 31, 2021, the Private Placement Warrants were determined to be valued at $0.25 and $0.82 per warrant, respectively. On June 30, 2022 and December 31, 2021, the Public Warrants were valued at $0.25 and $0.81 per warrant, respectively.

The following table presents the changes in the fair value of warrant liabilities:

Term	Public Warrants			Private Placement Warrants
Fair value as of December 31, 2021		4,658,299			4,081,300
Change in valuation inputs or other assumptions		(3,220,224	)		(2,830,800	)
Fair value as of June 30, 2022		1,438,075			1,250,500

During the three-month period ended June 30, 2022, there were no transfers out of Level 3.

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Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 1, 2022 (the “Annual Report”). The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Certain reclassifications were made to the prior period balances to conform to the current period presentation. These reclassifications do not restate the prior year financial statements and are for presentation purposes only.

Liquidity and Financial Condition

Liquidity and Financial Condition

As of June 30, 2022, the Company had cash of $79,522 and a working capital deficit of $2,310,810. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. The Company has a termination date of less than one year from the issuance of this report which will result in a mandatory liquidation.

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

At June 30, 2022, substantially all of the assets held in the Trust Account were invested in U.S. Treasury Bills.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Our effective tax rate was 1.1% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and 1.1% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	For the three months ended					For the six months ended
	June 30,					June 30,
	2022		2021			2022		2021
Class A common stock subject to possible redemption
Numerator:
Net income (loss) allocable to Class A common stock subject to possible redemption	$	2,224,257	$	(3,340,015	)	$	4,604,552	$	(3,332,033	)
Denominator:
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000		28,750,000			28,750,000		17,948,895
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption		0.08		(0.12	)		0.16		(0.19	)

  For the three months ended
June 30,  For the six months ended
 six June 30, Non-redeemable common stock 2022  2021  2022  2021              Numerator:            Net income (loss) $2,780,321  $(4,175,019) $5,755,690  $(4,427,860)Less: Net income (loss) allocable to Class A common stock subject to possible redemption  (2,224,257)  3,340,015   (4,604,552)  3,332,033 Net income (loss) allocable to non-redeemable common stock $556,064   (835,004) $1,151,138   (1,095,827)Denominator:                Basic and diluted weighted average shares outstanding, non-redeemable common stock  7,187,500   7,187,500   7,187,500   5,902,970 Basic and diluted net income (loss) per share, non-redeemable common stock  0.08   (0.12)  0.16   (0.19)

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of basic and diluted net income (loss) per common share

	For the three months ended					For the six months ended
	June 30,					June 30,
	2022		2021			2022		2021
Class A common stock subject to possible redemption
Numerator:
Net income (loss) allocable to Class A common stock subject to possible redemption	$	2,224,257	$	(3,340,015	)	$	4,604,552	$	(3,332,033	)
Denominator:
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,750,000		28,750,000			28,750,000		17,948,895
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption		0.08		(0.12	)		0.16		(0.19	)

	For the three months ended June 30,						For the six months ended  six June 30,
Non-redeemable common stock	2022			2021			2022			2021
Numerator:
Net income (loss)	$	2,780,321		$	(4,175,019	)	$	5,755,690		$	(4,427,860	)
Less: Net income (loss) allocable to Class A common stock subject to possible redemption		(2,224,257	)		3,340,015			(4,604,552	)		3,332,033
Net income (loss) allocable to non-redeemable common stock	$	556,064			(835,004	)	$	1,151,138			(1,095,827	)
Denominator:
Basic and diluted weighted average shares outstanding, non-redeemable common stock		7,187,500			7,187,500			7,187,500			5,902,970
Basic and diluted net income (loss) per share, non-redeemable common stock		0.08			(0.12	)		0.16			(0.19	)

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of changes in fair value of warrant liabilities

			June 30,
Description	Level		2022
Assets:
Marketable securities held in Trust Account		1	$	287,798,366
Liabilities:
Warrant liability - Public Warrants		3		1,438,075
Warrant liability - Private Placement Warrants		3		1,250,500

			December 31,
Description	Level		2021
Assets:
Marketable securities held in Trust Account		1	$	287,579,158
Liabilities:
Warrant liability - Public Warrants		3		4,658,299
Warrant liability - Private Placement Warrants		3		4,081,300

Schedule of initial measurement of private placement warrants and subsequent measurement of the private placement warrants

	June 30,			December 31,
Term	2022			2021
Risk-free interest rate		2.97	%		1.19	%
Market price of public stock	$	9.80		$	9.70
Dividend yield		0	%		0	%
Implied volatility		6.70	%		16.60	%
Exercise price	$	11.50		$	11.50

Schedule of changes in fair value of warrant liabilities

Term	Public Warrants			Private Placement Warrants
Fair value as of December 31, 2021		4,658,299			4,081,300
Change in valuation inputs or other assumptions		(3,220,224	)		(2,830,800	)
Fair value as of June 30, 2022		1,438,075			1,250,500

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Description of Organization and Business Operations (Details) - USD ($)		3 Months Ended	6 Months Ended
	Mar. 09, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Sale of unit		5,000,000
Gross proceeds	$ 287,500,000
Net proceeds from initial public offering	$ 287,500,000			$ 281,750,000
Share price	$ 10
Fair market value, percentage			80.00%
Public share price			$ 10
Net tangible assets			$ 5,000,001
Public shares, percentage			15.00%
Redemption of public shares, percentage			100.00%
Net interest to pay dissolution expenses			$ 100,000
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of unit	28,750,000
Sale of stock price per unit	$ 10
Business combination description			In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of unit	3,750,000
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock price per unit			$ 1.5
Sale of warrant shares			5,000,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Voting interest percentage			50.00%
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public share price			$ 10
Sponsor [Member] | InterPrivate Acquisition Management IV, LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 7,500,000

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accounting Policies [Abstract]
Cash (in Dollars)	$ 79,522		$ 79,522
Working capital deficit (in Dollars)	$ 2,310,810		$ 2,310,810
Additional funding, percentage			1.00%
Effective tax rate percentage	1.10%	0.00%	1.10%	0.00%
Statutory tax rate percentage	21.00%			21.00%
Federal depository insurance coverage (in Dollars)	$ 250,000		$ 250,000

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Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Denominator:
Basic weighted average shares outstanding (in Shares)	7,187,500		7,187,500		7,187,500	5,902,970
Basic net loss per share (in Dollars per share)	$ 0.08		$ (0.12)		$ 0.16	$ (0.19)
Numerator:
Net income (loss)	$ 2,780,321	$ 2,975,369	$ (4,175,019)	$ (252,841)	$ 5,755,690	$ (4,427,860)
Net income (loss) allocable to non-redeemable common stock	556,064		(835,004)		1,151,138	(1,095,827)
Non-redeemable ordinary shares [Member]
Numerator:
Net income (loss) allocable to Class A common stock subject to possible redemption	$ 2,224,257		$ (3,340,015)		$ 4,604,552	$ (3,332,033)
Denominator:
Basic weighted average shares outstanding (in Shares)	7,187,500		7,187,500		7,187,500	5,902,970
Basic net loss per share (in Dollars per share)	$ 0.08		$ (0.12)		$ 0.16	$ (0.19)
Numerator:
Less: Net income attributable to Class A common stock not subject to possible redemption	$ (2,224,257)		$ 3,340,015		$ (4,604,552)	$ 3,332,033
Ordinary shares subject to possible redemption [Member]
Denominator:
Basic weighted average shares outstanding (in Shares)	28,750,000		28,750,000		28,750,000	17,948,895
Basic net loss per share (in Dollars per share)	$ 0.08		$ (0.12)		$ 0.16	$ (0.19)

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Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Ordinary shares subject to possible redemption [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Diluted weighted average shares outstanding	28,750,000	28,750,000	28,750,000	17,948,895
Diluted net loss per share	$ 0.08	$ (0.12)	$ 0.16	$ (0.19)
Non-redeemable ordinary shares [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Diluted weighted average shares outstanding	7,187,500	7,187,500	7,187,500	5,902,970
Diluted net loss per share	$ 0.08	$ (0.12)	$ 0.16	$ (0.19)

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Public Offering (Details)	Jun. 30, 2022 USD ($)
Public Offering Abstract
Cash	$ 79,522

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Related Party Transactions (Details) - USD ($)		3 Months Ended		6 Months Ended
	Mar. 04, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transactions (Details) [Line Items]
Principal amount		$ 1,500,000		$ 1,500,000
Sponsor, description				The Convertible Promissory Note is non-interest bearing and due on the earlier of March 9, 2023 and the date on which the Company consummates its initial business combination. If we complete a business combination, we would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such additional loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans.
Additional loan converted into warrants				$ 1,500,000
Price per warrant (in Dollars per share)		$ 1.5		$ 1.5
Outstanding convertible promissory note		$ 451,538		$ 451,538
Working capital loans				1,500,000
Due to related party payables		0		0
Office space, administrative and support services	$ 10,000
Services fees		30,000	$ 30,000	60,000	$ 40,000
Service fee payable		30,000		30,000
Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Office space, administrative and support services				10,000
Services fees		30,000	$ 30,000	60,000	$ 40,000
Service fee payable		$ 30,000		$ 30,000
Business Combination [Member] | Warrant [Member]
Related Party Transactions (Details) [Line Items]
Business combination warrant per share (in Dollars per share)		$ 1.5		$ 1.5

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Commitments and Contingencies (Details)	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Underwriters deferred fee, description	The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate.

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Fair Value Measurements (Details) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Price per warrant	$ 0.25	$ 0.82
Public warrants [Member]
Fair Value Measurements (Details) [Line Items]
Price per warrant	$ 0.25	$ 0.81

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Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Marketable securities held in Trust Account	$ 287,798,366	$ 287,579,158
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Warrant liability - Public Warrants	1,438,075	4,658,299
Warrant liability - Private Placement Warrants	$ 1,250,500	$ 4,081,300

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Fair Value Measurements (Details) - Schedule of initial measurement of private placement warrants and subsequent measurement of the private placement warrants - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Schedule Of Initial Measurement Of Private Placement Warrants And Subsequent Measurement Of The Private Placement Warrants Abstract
Risk-free interest rate	2.97%	1.19%
Market price of public stock (in Dollars per share)	$ 9.8	$ 9.7
Dividend yield	0.00%	0.00%
Implied volatility	6.70%	16.60%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5

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Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities	6 Months Ended
	Jun. 30, 2022 USD ($)
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value at beginning balance	$ 4,658,299
Change in valuation inputs or other assumptions	(3,220,224)
Fair value at ending balance	1,438,075
Private Placement Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items]
Fair value at beginning balance	4,081,300
Change in valuation inputs or other assumptions	(2,830,800)
Fair value at ending balance	$ 1,250,500