Item 8.01. Other Events.
On April 11, 2023, InterPrivate IV InfraTech Partners Inc. (the "Company")
issued a press release (the "Press Release") announcing that the Company's
sponsor has determined it will not make an additional contribution to the
Company's trust account required in order to further extend the April 9, 2023
deadline under the Company's Amended and Restated Certificate of Incorporation
(the "Charter") for the Company to complete its initial business combination,
and, as a result, the Company intends to dissolve and liquidate in accordance
with the provisions of the Charter. A copy of the Press Release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company, as promptly as possible, will redeem (the "Redemption") all of the
Company's issued and outstanding shares of Class A common stock, par value
$0.0001 per share (the "Public Shares") in accordance with the Charter. In the
Redemption, funds held in the Company's trust account ("Trust Account")
including interest earned on the Trust Account not previously released to the
Company to pay tax obligations, less up to $100,000 of interest to pay
dissolution expenses (as permitted by the Charter), will be distributed to each
holder of Public Shares on a pro rata basis (such amount, the "Redemption
Amount"). There will be no redemption rights or liquidating distributions with
respect to the Company's warrants, which will expire worthless upon the
liquidation of the Company. On the Redemption date, the Public Shares will be
deemed cancelled and will represent only the right to receive the Redemption
Amount.
The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with
the United States Securities and Exchange Commission (the "SEC") to delist the
Company's securities. The Company thereafter expects to file a Form 15 with the
SEC to terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended. The Company anticipates that its securities,
including the Public Shares, will cease trading at or around the close of
business on April 12, 2023.
Beneficial owners of the Public Shares held in "street name" will not need to
take any action in order to receive their pro rata portion of the Redemption
Amount. Holders of registered Public Shares will need to present their
respective shares to the Company's transfer agent, Continental Stock Transfer &
Trust Company, to receive their pro rata portion of the Redemption Amount
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," "currently expects," and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual future
events to differ materially from the forward looking statements in this release.
You should carefully consider these and the other risks and uncertainties
described in the Company's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and other documents filed by the Company with the SEC. Those filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and the Company assumes no obligation and does not
intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise, except as required by law. The
Company does not give any assurance that the Company will achieve its
expectations. The inclusion of any statement in this Current Report on Form 8-K
does not constitute an admission by the Company or any other person that the
events or circumstances described in such statement are material.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release, dated April 11, 2023
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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