Additional Proxy Soliciting Materials (definitive) (defa14a)
01 June 2023 - 4:19AM
Edgar (US Regulatory)
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): May 31, 2023
INTERPRIVATE
III FINANCIAL PARTNERS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40151 |
|
85-3069266 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1350
Avenue of the Americas, 2nd
Floor
New
York, NY 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 920-0125
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one share of Class A common stock and one-fifth of one redeemable warrant |
|
IPVF.U |
|
NYSE
American LLC |
|
|
|
|
|
Class
A common stock, par value $0.0001 per share |
|
IPVF |
|
NYSE
American LLC |
|
|
|
|
|
Warrants,
each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
IPVF
WS |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events
On
May 26, 2023, InterPrivate III Financial Partners Inc. (the “Company”) filed a definitive proxy statement (the “Definitive
Proxy Statement”) for the solicitation of proxies in connection with a special meeting of the Company's stockholders to be held
on June 5, 2023 (the “Special Meeting”) to consider and vote on, among other proposals, the extension (the “Extension”)
of the time period the Company has to complete an initial business combination (the “Business Combination”).
The Company completed withdrawals
from its trust account to pay the remaining balance due on the Company’s 2022 taxes, as well as to pay for the Company’s estimated
2023 YTD taxes. The value of the trust account as of May 31, 2023 taking into account such withdrawals was $20,794,955.73. Given the amount
remaining in trust, the Company now estimates that the per-share price at which the public shares may be redeemed from cash held in the
trust account will be approximately $10.39.
Participants
in the Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s stockholders in respect of the Extension. Information regarding the Company’s directors and executive officers
is available in its Annual Report on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests are contained in the Definitive Proxy Statement.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Additional
Information
The
Company has filed with the Securities and Exchange Commission (the “SEC”) the Definitive Proxy Statement in connection with
the Special Meeting to consider and vote upon the Extension and other matters and, beginning on May 26, 2023, mailed the Definitive Proxy
Statement and other relevant documents to its stockholders as of the May 15, 2023 record date for the Special Meeting. The Company’s
stockholders and other interested persons are advised to read the Definitive Proxy Statement and any other relevant documents that have
been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Special Meeting because these
documents will contain important information about the Company, the Extension and related matters. Stockholders may also obtain a free
copy of the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge,
at the SEC’s website located at www.sec.gov or by directing a request to Morrow Sodali LLC, at (203) 658-9400 (call collect), (800)
662-5200 (call toll-free), or by sending an email to IPVF.info@investor.morrowsodali.com.
Forward-Looking
Statements
This
press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well
as all other statements other than statements of historical fact included in this press release are forward-looking statements. When
used in this press release, words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions,
as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs
of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results
could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s
filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond
the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus
for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
INTERPRIVATE
III FINANCIAL PARTNERS INC. |
|
|
|
|
By: |
/s/ Brandon Bentley |
|
|
Name: |
Brandon
Bentley |
|
|
Title: |
General
Counsel |
|
|
|
|
Dated:
May 31, 2023 |
|
|
3
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