InterPrivate IV InfraTech Partners Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
Pursuant to Section
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Securities Exchange Act of 1934
Date of report (Date of
earliest event reported): March 8, 2023 (
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Item 1.01. Entry into a Material Definitive Agreement.
On March 31, 2022, InterPrivate IV InfraTech Partners Inc. (the “Company” or “we”) issued an unsecured convertible promissory note (the “Original Note”) to InterPrivate Acquisition Management IV LLC, our sponsor (the “Sponsor”), pursuant to which the Company may borrow up to $1,500,000 from the Sponsor for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination, as defined below. On March 7, 2023, the Company and the Sponsor entered into an amended and restated convertible promissory note (the “Convertible Note”) to extend the due date of the Convertible Note to the earlier of (i) September 9, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”) (such earlier date, the “Maturity Date”). All other terms under the Convertible Note will remain the same as the Original Note. As previously disclosed, Ahmed Fattouh, the Company’s Chairman, is the sole managing member of InterPrivate Capital LLC, which is the sole managing member of the Sponsor. Each member of our management team is among the members of the Sponsor.
The foregoing description of the Convertible Note does not purport to be complete and is qualified in its entirety by the provisions of the Convertible Note, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
The issuance of the Convertible Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 10.1 | Amended and Restated Convertible Promissory Note, dated as of March 7, 2023, issued to InterPrivate Acquisition Management IV LLC. | |
| 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 IV INFRATECH PARTNERS INC. | |||
| |||
| By: | /s/ Brandon Bentley | ||
| Name: | Brandon Bentley | ||
| Title: | General Counsel | ||
Date: March 8, 2023
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