Current Report Filing (8-k)
14 February 2023 - 8:44AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 13, 2023
INTERPRIVATE III FINANCIAL PARTNERS INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-40151 |
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85-3069266 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1350 Avenue of the Americas, 2nd Floor
New York, NY 10019
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 920-0125
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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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 |
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IPVF.U |
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NYSE American LLC |
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Class A common stock, par value $0.0001 per share |
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IPVF |
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NYSE American LLC |
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Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
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IPVF WS |
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NYSE American LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 13, 2023,
InterPrivate III Financial Partners Inc. (the “Company”) issued a press release announcing that it will transfer its
listing to the NYSE American LLC (the “NYSE American”). The Company received written confirmation that it received the final approval for listing from the staff of the NYSE American on February 13, 2023. In connection with listing on the
NYSE American, the Company will voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the
Company intends to continue to file the same periodic reports and other information it currently files with the Securities and
Exchange Commission. The Company currently anticipates that its securities will commence trading on the NYSE American on or about
February 16, 2023.
The Company intends to file
a Form 8-A with respect to the registration of the Company’s securities on the NYSE American.
A copy of the press release
is furnished hereto as Exhibit 99.1.
Forward Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”,
“predict”, “should”, “would”, “predict”, “potential”, “seem”,
“future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict
or indicate future events or trends or that are not statements of historical matters.
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1
hereto and incorporated into this Item 7.01 by reference is the press release that the Company issued on February 13, 2023.
The foregoing (including Exhibit
99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be
deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
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.
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INTERPRIVATE III FINANCIAL PARTNERS INC. |
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By: |
/s/ Brandon Bentley |
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Name: |
Brandon Bentley |
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Title: |
General Counsel |
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Dated: February 13, 2023 |
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