Item 8.01 Other Events.
On December 5, 2022, InterPrivate IV InfraTech 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 December 21, 2022 (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").
Press Release
On December 15, 2022, the Company issued a press release announcing that in
order to mitigate the current uncertainty surrounding the implementation of the
Inflation Reduction Act of 2022, in the event that the Extension is approved and
implemented as described in the Definitive Proxy Statement, funds in trust,
including any interest thereon, will not be used to pay for any excise tax
liabilities with respect to any future redemptions that occur after December 31,
2022 and prior to or in connection with a Business Combination or liquidation of
the Company.
The Company has also determined to modify the terms of the potential Extension,
to provide that the amount that InterPrivate Acquisition Management IV, LLC, the
sponsor of the Company (the "Sponsor"), has agreed to lend to the Company per
month of the Extension (as applicable), which the Company shall deposit into the
trust account, would be an amount determined by multiplying $0.06 by the number
of public shares outstanding following any redemptions of public shares effected
in connection with the Special Meeting, up to a maximum of $90,000 per month and
$540,000 in the aggregate if all three extensions are implemented, instead of
the fixed amount of $1,000 per month described in the Definitive Proxy
Statement.
Additionally, if the Extension is implemented, the Company plans to deposit the
remaining amount of funds in its trust account into a variable interest bearing
account currently expected to yield approximately 3.0% per annum following the
24 month anniversary of its IPO.
Accordingly, the Company has determined to amend and supplement the definitive
proxy statement as described in this Current Report on Form 8-K (the "Proxy
Supplement").
A copy of the press release issued by the Company is attached as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
Supplement to the Definitive Proxy Statement
On December 5, 2022, the Company filed the Definitive Proxy Statement to
consider and vote on, among other proposals, the Extension.
The Company has determined to modify the terms of the potential Extension, to
provide that the amount of the monthly Extension Payment would be an amount
determined by multiplying $0.06 by the number of public shares outstanding
following any redemptions of public shares effected in connection with the
Special Meeting, up to a maximum of $90,000 per month and $540,000 in the
aggregate if all three extensions are implemented, instead of the fixed amount
of $1,000 per month described in the Definitive Proxy Statement. Accordingly,
the Company has determined to amend and supplement the definitive proxy
statement as described herein (the "Proxy Supplement").
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AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
The Company is providing additional information to its stockholders, as
described in this supplement to the definitive proxy statement filed with the
Securities and Exchange Commission on December 5, 2022, in connection with the
special meeting of the Company's stockholders to be held on December 21, 2022.
These disclosures should be read in connection with the definitive proxy
statement, which should be read in its entirety. To the extent that the
information set forth herein differs from or updates information contained in
the definitive proxy statement, the information set forth herein shall supersede
or supplement the information in the definitive proxy statement. Defined terms
used but not defined herein have the meanings set forth in the definitive proxy
statement and all page references are to pages in the definitive proxy
statement. The Company makes the following amended and supplemental disclosures:
Certain disclosures on pages 2 and 4 of the Notice of Special Meeting and pages
3, 8, 17 and 22 are hereby amended and restated to read as follows:
If the Extension Amendment Proposal and Liquidation Amendment Proposal are
approved and the Charter Amendment becomes effective, prior to filing an
amendment to the charter with the Secretary of State of the State of Delaware to
effectuate the Extension, the Company will contribute funds from its working
capital account, or if such working capital account is depleted, then the
InterPrivate Acquisition Management IV, LLC, our sponsor (the "Sponsor") (or one
or more of its affiliates, members or third-party designees) (collectively, the
"Lender"), shall lend the Company $1,000 an amount determined by multiplying
$0.06 by the number of public shares then outstanding, up to a maximum of
$90,000, which the Company shall deposit into the trust account (as defined
below), upon the Company's first drawdown under a non-interest bearing,
unsecured promissory note in the amount of up to $6,000 $540,000, to be issued
by the Company to the Lender (the "Note"). In addition, if the Extension
Amendment Proposal and the Liquidation Amendment Proposal are approved and the
Charter Amendment becomes effective, in the event that we have not consummated
an initial business combination (as defined below) by April 9, 2023, without
approval of our public stockholders (as defined below), we may, by resolution of
the Board, if requested by the Sponsor, and upon five days' advance notice prior
to the Extended Date or Additional Extended Date, as applicable, extend the
Extended Date up to five additional times until September 9, 2023, or a total of
up to six months after the Current Outside Date, provided that we draw down and
deposit into the trust account, for each such additional month, $1,000 an amount
determined by multiplying $0.06 by the number of public shares then outstanding,
up to a maximum of up to $90,000 under the Note at the beginning of each month,
for an aggregate deposit of up to $6,000 $540,000 (if all additional extensions
are exercised). If we complete a business combination, we will, at the option of
the Lender, repay the amounts loaned under the Note or convert a portion or all
of the amounts loaned under such Note into warrants, which warrants will be
identical to the private placement warrants (as defined below). If we do not
complete a business combination by the Extended Date or Additional Extended
Date, as applicable, such Note will be repaid only from funds held outside of
the trust account or will be forfeited, eliminated or otherwise forgiven. If the
Sponsor designates a third party as Lender, we may negotiate with the Lender and
vary the terms of the Note and its conversion, issue securities and pay certain
fees to the Lender in connection with the Note.
Certain disclosure on page 15 of the Definitive Proxy Statement under Risk
Factors is hereby amended and restated to read as follows:
As described under "Proposal No. 1 - The Extension Amendment Proposal -
Redemption Rights," if the Current Outside Date (currently March 9, 2023) is
extended, our public stockholders will have the right to require us to redeem
their public shares. Because any redemption that occurs as a result of the
Extension would occur before December 31, 2022, we would not be subject to the
excise tax as a result of any redemptions in connection with the Extension.
However, if our stockholders approve the Extension, then any redemption or other
repurchase that we make that occurs after December 31, 2022 may be subject to
the excise tax. Whether and to what extent we would be subject to the excise tax
would depend on a number of factors, including (i) the fair market value of the
redemptions and repurchases in connection with our initial business combination,
(ii) the structure of the business combination, (iii) the nature and amount of
any "PIPE" or other equity issuances in connection with the business combination
(or otherwise issued not in connection with the business combination but issued
within the same taxable year of the business combination) and (iv) the content
of regulations and other guidance from the U.S. Department of the Treasury. In
addition, because the excise tax would be payable by us, and not by the
redeeming holder, the mechanics of any required payment of the excise tax have
not been determined. If the Extension is not completed by December 31, 2022, the
excise tax may be payable on redemptions in connection with the Extension, which
would reduce the cash available on hand to complete a business combination and
limit our ability to complete a business combination. On December 15, 2022, we
issued a press release announcing that in order to mitigate the current
uncertainty surrounding the implementation of the IR Act, in the event that the
Extension Proposal is approved and implemented as described in the this proxy
statement, funds in trust, including any interest earned thereon, will not be
used to pay for any excise tax liabilities with respect to any future
redemptions that occur after December 31, 2022 and prior to or in connection
with a Business Combination or liquidation of the Company.
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Certain disclosure on page 16 of the Definitive Proxy Statement under Risk
Factors is hereby amended and restated to read as follows:
The funds in the trust account have, since our IPO, been held only in
U.S. government treasury obligations with a maturity of 185 days or less or in
money market funds investing solely in U.S. government treasury obligations and
meeting certain conditions under Rule 2a-7 under the Investment Company Act. As
of December 2, 2022, amounts held in trust account included approximately
$3 million of accrued interest. To mitigate the risk of us being deemed to have
been operating as an unregistered investment company under the Investment
Company Act, we plan to may, in our discretion, on or prior to the
24-month anniversary of the effective date of the registration statement
relating to our IPO, or March 4, 2023, instruct Continental Stock Transfer &
Trust Company, the trustee with respect to the trust account, to liquidate the
U.S. government treasury obligations or money market funds held in the trust
account and thereafter to hold all funds in the trust account in cash (i.e., in
one or more bank accounts) through a variable interest bearing account currently
expected to yield approximately 3.0% per annum until the earlier of the
consummation of a business combination or our liquidation. Following such a
liquidation of the assets in our trust account, we would likely receive minimal
interest, if any, on the funds held in the trust account, which would reduce the
dollar amount our public stockholders would otherwise receive upon any
redemption or liquidation of the Company if the assets in the trust account had
remained in U.S. government securities or money market funds. This means that
the amount available for redemption may not increase in the future, and those
stockholders who elect not to redeem their public shares in connection with the
Extension Amendment may receive no more than the same per share amount, without
additional interest, if they redeem their public shares in connection with a
business combination or if the Company is liquidated in the future, in each case
as compared with the per share amount they would have received if they had
redeemed their public shares in connection with the Extension Amendment.
Certain disclosure on page A-1 and A-2 of Annex A of the Definitive Proxy
Statement is hereby amended and restated to read as follows:
6. The text of Section 9.2(d) of Article IX of the Amended and Restated
Certificate of Incorporation is hereby amended and restated to read in its
entirety as follows:
"(d) In the event that the Corporation has not consummated an initial Business
Combination by the date which is the later of (i) 25 months from the closing of
the Offering (or up to 31 months from the closing of the Offering, if applicable
under the provisions of this section) and (ii) such later date as may be
approved by the Corporation's stockholders in accordance with this Amended and
Restated Certificate (in any case, such date being referred to as the
"Termination Date"), the Corporation shall (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter subject to lawfully available funds therefor,
redeem 100% of the Offering Shares in consideration of a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account (which interest shall be net of
taxes payable and up to $100,000 of interest to pay dissolution expenses), by
(B) the total number of then outstanding Offering Shares, which redemption will
completely extinguish rights of the Public Stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with
applicable law, dissolve and liquidate, subject in each case to the
Corporation's obligations under the DGCL to provide for claims of creditors and
other requirements of applicable law.
Notwithstanding the foregoing or any other provisions of the Articles of this
Amended and Restated Certificate, in the event that the Corporation has not
consummated an initial Business Combination within 25 months from the closing of
the IPO, without approval of our public stockholders, the Corporation may, by
resolution of the Board, if requested by the Sponsor, and upon five days'
advance notice, extend the Termination Date in one-month increments up to five
more times, or a total of up to six months after the current Termination Date,
provided that the Company will contribute funds from its working capital
account, or if such working capital account is depleted, thenthe Sponsor (or one
or more of its affiliates, members or third-party designees) (the "Lender") will
lend the Corporation, and the Corporation will deposit into the Trust Account,
. . .
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
99.1 Press Release, dated December 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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