UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
On April 11, 2023, InterPrivate IV InfraTech Partners Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company’s sponsor has determined it will not make an additional contribution to the Company’s trust account required in order to further extend the April 9, 2023 deadline under the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) for the Company to complete its initial business combination, and, as a result, the Company intends to dissolve and liquidate in accordance with the provisions of the Charter. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company, as promptly as possible, will redeem (the “Redemption”) all of the Company’s issued and outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”) in accordance with the Charter. In the Redemption, funds held in the Company’s trust account (“Trust Account”) including interest earned on the Trust Account not previously released to the Company to pay tax obligations, less up to $100,000 of interest to pay dissolution expenses (as permitted by the Charter), will be distributed to each holder of Public Shares on a pro rata basis (such amount, the “Redemption Amount”). There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless upon the liquidation of the Company. On the Redemption date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. The Company anticipates that its securities, including the Public Shares, will cease trading at or around the close of business on April 12, 2023.
Beneficial owners of the Public Shares held in “street name” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders of registered Public Shares will need to present their respective shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “currently expects,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward looking statements in this release. You should carefully consider these and the other risks and uncertainties described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by the Company with the SEC. Those filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company does not give any assurance that the Company will achieve its expectations. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 11, 2023 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERPRIVATE IV INFRATECH PARTNERS INC. | ||
| By: | /s/ Ahmed M. Fattouh | |
| Name: Ahmed M. Fattouh | ||
| Title: Chief Executive Officer | ||
| Dated: April 11, 2023 | ||
2
Exhibit 99.1
InterPrivate IV InfraTech Partners Inc. Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination
New York, NY, April 11, 2023 – InterPrivate IV InfraTech Partners Inc. (Nasdaq: IPVIU, IPVI, IPVIW) (the “Company”) announced today that it will redeem all of its issued and outstanding shares of Class A common stock (the “Public Shares”), because the Company’s sponsor has determined that it will not make an additional contribution to the Company’s trust account required in order to further extend the April 9, 2023 deadline under the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) for the Company to complete an initial business combination. Following such redemption of the Public Shares, the Company will liquidate and dissolve in accordance with the provisions of the Charter.
The Company anticipates that the Public Shares will cease trading at or around the close of business on April 12, 2023. The Redemption Amount is expected to be paid by April 25, 2023 to holders of Public Shares outstanding at the close of business on April 12, 2023, without any required action on their part. On the Redemption date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. After April 25, 2023, the Company will cease all operations except for those required to wind up the Company’s business.
The Company’s warrants will expire in accordance with their terms upon the liquidation of the Company.
The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the Commission to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “currently expects,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward looking statements in this release. You should carefully consider these and the other risks and uncertainties described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by the Company with the Commission. Those filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company does not give any assurance that the Company will achieve its expectations. The inclusion of any statement in this press release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
Contact:
InterPrivate IV InfraTech Partners Inc.
Brandon Bentley
legal@interprivate.com
212-647-0166
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