UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~March 278, ~~2022~~2023 (~~December~~March 217, ~~2022~~2023)

InterPrivate IV InfraTech Partners Inc.
(Exact name of registrant as specified in its charter)

Delaware		001-40153		85-3092174
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1350 Avenue of the Americas, 2nd Floor New York, NY		10019
(Address of principal executive offices)		(Zip Code)

(212) 920-0125 (Registrant’s telephone number, including area code)

~~(Registrant’s~~Not Applicable ~~telephone~~(Former ~~number~~name or former address, ~~including~~if ~~area~~changed ~~code~~since last report)

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
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant	IPVIU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	IPVI	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	IPVIW	The Nasdaq Stock Market LLC

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 1.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

~~The~~On ~~information~~March ~~included~~31, in2022, ~~Item~~InterPrivate 5IV InfraTech Partners Inc.07 is(the ~~incorporated~~“Company” byor ~~reference~~“we”) inissued ~~this~~an ~~item~~unsecured convertible promissory note (the “Original Note”) to InterPrivate Acquisition Management IV LLC, our sponsor (the ~~extent~~“Sponsor”), pursuant ~~required~~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.

~~Item~~The ~~5.07.~~foregoing ~~Submission~~description of ~~Matters~~the Convertible Note does not purport to abe ~~Vote~~complete and is qualified in its entirety by the provisions of ~~Security~~the Convertible ~~Holders~~Note, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

~~On December~~Item ~~21, 2022, InterPrivate IV InfraTech Partners Inc~~2.03 ~~(the~~Creation ~~“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,~~Direct ~~share exchange,~~Financial ~~asset~~Obligation ~~acquisition, stock purchase, recapitalization, reorganization~~ or ~~similar~~an ~~business~~Obligation ~~combination~~under ~~involving~~an ~~the Company and one or more businesses (a “business combination”) from March 9, 2023 to to April 9, 2023, and to allow the Company to elect to further extend in one~~Off-~~month~~Balance ~~increments~~Sheet upArrangement toof ~~five additional times, or~~ a ~~total of up to six months after March 9, 2023, until September 9, 2023~~Registrant.

The ~~following~~disclosure isset aforth ~~tabulation~~above ofin ~~the~~Item ~~votes~~1.01 ~~with~~of ~~respect~~this toCurrent ~~the~~Report ~~Extension~~on ~~Amendment~~Form ~~Proposal~~8-K ~~and~~is ~~Liquidation~~incorporated ~~Amendment Proposal, which were approved~~ by ~~the~~reference ~~Company’s stockholders:~~herein.

1.Item ~~The Extension Amendment Proposal~~3.02 AUnregistered ~~proposal~~Sales ~~to amend the Company’s Amended and Restated Certificate~~ of ~~Incorporation~~Equity (the “Charter”) to extend the date by which the Company must consummate a business combination (the “Extension”) from March 9, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering of our units (the “IPO”)) to April 9, 2023 (the date that is 25 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 five additional times, or a total of up to six months after the Current Outside Date, until September 9, 2023 (each, an “Additional Extended Date”), unless the closing of a business combination should have occurred prior theretoSecurities. ~~The Extension Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:~~

For		Against		Abstain
28,565,762		61,212		0

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

2. The issuance ~~Liquidation~~of ~~Amendment Proposal. A proposal to amend~~ the ~~Company’s~~Convertible ~~Charter~~Note towas ~~permit~~made ~~the~~pursuant ~~Company’s Board, in its sole discretion,~~ to ~~elect to wind up~~ the ~~Company’s~~exemption ~~operations~~from onregistration ancontained ~~earlier~~in ~~date~~Section ~~than the Extended Date or Additional Extended Date, as applicable~~ 4(~~including~~a)(2) ~~prior~~of to the ~~Current~~Securities ~~Outside~~Act of ~~Date)~~1933, as ~~determined by our Board and included in a public announcement~~amended. ~~The Liquidation Amendment Proposal was approved. The final voting tabulation for this proposal was as follows:~~

For		Against		Abstain
28,576,458		50,516		0

Item 9.01 Financial Statements and Exhibits.

~~In connection~~(d) with the Special Meeting, stockholders holding an aggregate of 27,248,955 shares of the Company’s Class A common stock exercised their right to redeem their shares for approximately $10.11 per share of the funds held in the Company’s trust account, leaving approximately $15.7 million in cash in the trust account after satisfaction of such redemptions.Exhibits

~~In addition,~~EXHIBIT ~~on December 27, 2022, 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.~~INDEX

Item 9.01 Financial Statements and Exhibits.

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).

~~(d) Exhibits.~~1

Exhibit No.		Description
10.1		Amendment to the Registrant’s Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File-Embedded within the inline XBRL document.

SIGNATURE

1Pursuant 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.

~~SIGNATURE~~INTERPRIVATE IV INFRATECH PARTNERS INC. By: /s/ Brandon Bentley Name: Brandon Bentley Title: General Counsel

~~Pursuant to~~Date: ~~the~~March ~~requirements of the Securities Exchange Act of 1934~~8, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2023

~~INTERPRIVATE IV INFRATECH PARTNERS INC. By: /s/ Brandon Bentley Name: Brandon Bentley Title: General Counsel~~2

Date: December 27, 2022

Filing Compare · InterPrivate IV InfraTech Partners Inc.