UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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 | ||
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. |
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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
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