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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): June 8, 2023 (June 5, 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)   (I.R.S. Employer
Identification No.)

 

1350 Avenue of the Americas, 2nd Floor
New York, NY		   10019
(Address of principal executive offices)   (Zip Code)

 

(212) 920-0125
(Registrant’s telephone number, including area code)

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information included in Item 5.07 is incorporated by reference in this item to the extent required.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 5, 2023, InterPrivate III Financial Partners Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”) from June 9, 2023 to July 9, 2023, and to allow the Company to elect to further extend in one-month increments up to eight additional times, or a total of up to nine months after June 9, 2023, until March 9, 2024.

 

The following is a tabulation of the votes with respect to the Extension Amendment Proposal and Redemption Limitation Amendment Proposal, which were approved by the Company’s stockholders:

 

1.The Extension Amendment Proposal. A proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to extend the date by which the Company must consummate a business combination (the “Extension”) from June 9, 2023 (the date that is 27 months from the closing date of the Company’s initial public offering of units (the “IPO”)) (the “Current Outside Date”) to July 9, 2023 (the date that is 28 months from the closing date of the IPO) (the “Extended Date”), and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date in one-month increments up to eight additional times, or a total of up to nine months after the Current Outside Date, until March 9, 2024 (each, an “Additional Extended Date”), unless the closing of a business combination should have occurred prior thereto. The Extension Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

 

For   Against   Abstain
7,762,333   1,021   0

 

2.The Redemption Limitation Amendment Proposal. A proposal to amend the Company’s Charter to permit the Company’s Board, in its sole discretion, to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001. The Redemption Limitation Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:

 

For   Against   Abstain
7,762,176   1,123   55

 

In connection with the Special Meeting, stockholders holding an aggregate of 1,542,147 shares of the Company’s Class A common stock exercised their right to redeem their shares for approximately $10.39 per share of the funds held in the Company’s trust account, leaving approximately $4,775,239.37 in cash in the trust account after satisfaction of such redemptions.

 

In addition, on June 7, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
3.1   Amendment to the Registrant’s Amended and Restated Certificate of Incorporation.
104   Cover Page Interactive Data File-Embedded within 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 III FINANCIAL PARTNERS INC.
   
  By: /s/ Ahmed Fattouh
    Name:  Ahmed Fattouh
    Title: Chairman and Chief Executive Officer

 

Date: June 8, 2023

 

 

2

 

 

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