Statement of Ownership (sc 13g)
24 May 2023 - 6:26AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
INTERPRIVATE
III FINANCIAL PARTNERS INC.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
46064R106
(CUSIP
Number)
December
21, 2022
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 46064R106 |
SCHEDULE
13G |
|
| 1 |
NAME
OF REPORTING PERSONS
Exos
Asset Management LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
205,958* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
205,958* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,958* |
|
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%* |
|
| 12 |
TYPE
OF REPORTING PERSON
IA |
|
*See
Item 4 for additional information.
| CUSIP
No. 46064R106 |
SCHEDULE
13G |
|
| 1 |
NAME
OF REPORTING PERSONS
Exos
Collateralized SPAC Holdings Fund LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
149,237* |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
149,237* |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
149,237* |
|
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%* |
|
| 12 |
TYPE
OF REPORTING PERSON
PN |
|
*See
Item 4 for additional information.
| CUSIP
No. 46064R106 |
SCHEDULE
13G |
|
| Item
1. |
(a)
Name of Issuer |
Interprivate
III Financial Partners Inc., a Delaware corporation (the “Issuer”)
| Item
1. |
(b)
Address of Issuer’s Principal Executive Offices |
1350
Avenue of the Americas, 2nd Floor, New York, NY 10019
| Item
2. |
(a,
b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This
initial report on Schedule 13G is being filed by (i) Exos Asset Management LLC, a Delaware limited liability company (“Exos”);
and (ii) Exos Collateralized SPAC Holdings Fund LP, a Delaware limited partnership (“Collateralized SPAC Fund”). The address
of Exos and the Collateralized SPAC Fund is: 1370 Broadway, Suite 1450, New York, NY 10018.
| Item
2. |
(d)
Title of Class of Securities |
Class
A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
| Item
2. |
(e)
CUSIP No.
46064R106 |
| Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a: |
N/A
As
reported in the cover pages to this report, the ownership information with respect to Exos is as follows:
(a)
Amount Beneficially Owned: 205,958*
(b)
Percent of Class: 7.1%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 205,958*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 205,958*
As
reported in the cover pages to this report, the ownership information with respect to the Collateralized SPAC Fund is as follows:
(a)
Amount Beneficially Owned: 149,237*
(b)
Percent of Class: 5.2%*
(c)
Number of Shares as to which such person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 149,237*
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 149,237*
*Exos
is the investment manager to the Collateralized SPAC Fund. As of December 21, 2022, Exos, as the investment manager to the Collateralized
SPAC Fund and investment manager to a number of other private funds, may be deemed to beneficially own an aggregate of 205,958 Class
A Common Stock of the Issuer.
The
ownership percentages reported in this Schedule 13G have been calculated based on the 2,894,176 shares of Class A Common Stock outstanding,
as set forth in the Issuer’s Form 10-Q filed May 18, 2023.
| CUSIP
No. 46064R106 |
SCHEDULE
13G |
|
| Item
5. |
Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
| Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person |
Not
Applicable.
| Item
7. |
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not
Applicable.
| Item
8. |
Identification
and Classification of Members of the Group |
Not
Applicable.
| Item
9. |
Notice
of Dissolution of Group |
Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP
No. 46064R106 |
SCHEDULE
13G |
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
May 23, 2023
| Exos
Asset Management LLC |
|
| |
|
|
| By:
|
/s/
Neil Radey |
|
| Name: |
Neil
Radey |
|
| Title: |
General
Counsel |
|
Exos
Collateralized SPAC Holdings Fund LP
By,
Exos Collateralized SPAC Holdings Fund GP LLC (General Partner to the Collateralized SPAC Fund) |
|
| |
|
|
| By: |
/s/
Neil Radey |
|
| Name: |
Neil
Radey |
|
| Title: |
General
Counsel |
|
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