IPVF InterPrivate III Financial Partners
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2021
INTERPRIVATE III FINANCIAL PARTNERS INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(Commission File Number)||(IRS Employer|
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
(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)|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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||The New York Stock Exchange|
|Class A common stock, par value $0.0001 per share||IPVF||The New York Stock Exchange|
|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||The New York Stock Exchange|
Emerging growth company ☒
|Item 8.01.||Other Events.|
On March 9, 2021, InterPrivate III Financial Partners Inc. (the “Company”) consummated its initial public offering (“IPO”) of 25,875,000 units (the “Units”), including the issuance of 3,375,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A common stock”), and one-fifth of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $258,750,000.
On March 9, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale of an aggregate of 577,500 units (the “Sponsor Private Placement Units”) to InterPrivate Acquisition Management III LLC at a purchase price of $10.00 per Sponsor Private Placement Unit, generating gross proceeds to the Company of $5,775,000.
In addition, on March 9, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale of an aggregate of 115,000 units (the “Underwriter Private Placement Units”) to EarlyBirdCapital, Inc. at a purchase price of $10.00 per Underwriter Private Placement Unit, generating gross proceeds to the Company of $1,150,000.
A total of $258,750,000, comprised of $253,575,000 of the proceeds from the IPO (which amount includes $9,056,250 in fees owed to the underwriters pursuant to the Business Combination Marketing Agreement), and $5,175,000 of the proceeds of the sale of the Sponsor Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of March 9, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Audited Balance Sheet as of March 9, 2021.|
|INTERPRIVATE III FINANCIAL PARTNERS INC.|
|By:||/s/ Ahmed Fattouh|
|Name: Ahmed Fattouh|
|Title: Chief Executive Officer and Chairman|
Dated: March 15, 2021