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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): April 11, 2023

Date of Report (Date Earliest Event Reported): April 6, 2023 (April 3, 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)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1350 Avenue of the Americas, 2nd ~~Floor~~ ~~New York, NY 10019~~Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

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

~~Note~~Not Applicable (Former name or former address, if changed since last report)

(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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing~~Events.

On April 311, 2023, InterPrivate IV InfraTech Partners Inc. (the “Company”) ~~received~~ issued a ~~letter~~press ~~from~~release (the ~~listing~~“Press ~~qualifications~~Release”) ~~department~~announcing ~~staff~~that ofthe ~~The~~Company’s ~~Nasdaq~~sponsor has ~~Stock~~determined ~~Market~~it ~~(“Nasdaq”)~~will ~~notifying~~not make an additional contribution to the Company ~~that~~’s ~~for~~trust ~~the~~account ~~last~~required 30in ~~consecutive~~order ~~business~~to ~~days~~further extend the April 9, 2023 deadline under the Company’s ~~minimum~~Amended ~~Market~~and ~~Value~~Restated Certificate of ~~Listed~~Incorporation ~~Securities~~ (the “~~MVLS~~Charter”) ~~was below~~for the Company ~~minimum~~to ofcomplete ~~$35~~its ~~million~~initial ~~required~~business ~~for~~combination, ~~continued~~and, ~~listing~~as ona result, the ~~Nasdaq~~Company ~~Capital~~intends ~~Market~~to ~~pursuant~~dissolve toand ~~Nasdaq~~liquidate ~~Listing~~in ~~Rule~~accordance ~~5550(b)(2)~~with (the ~~“Market~~provisions ~~Value~~of ~~Standard”)~~the Charter. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The ~~notice~~Company, ~~has~~as nopromptly ~~immediate~~as ~~effect~~possible, onwill redeem (the ~~listing~~“Redemption”) all of the Company’s issued and outstanding shares of Class A common stock, ~~and~~par value $0.0001 per share (the “Public Shares”) in accordance with the Charter. In the Redemption, funds held in the Company’s ~~common~~trust ~~stock~~account (“Trust ~~continues~~Account”) toincluding ~~trade~~interest earned on the ~~Nasdaq~~Trust ~~Capital~~Account ~~Market~~not ~~under~~previously released to the ~~symbol~~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 “~~IPVI.~~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.

InThe ~~accordance~~Company ~~with~~expects ~~Nasdaq~~that ~~Listing~~The ~~Rule~~Nasdaq ~~5810(c)(3)(C),~~Stock ~~the Company has~~Market ~~180~~LLC ~~calendar~~will ~~days,~~file ora ~~until~~Form ~~September~~25 ~~27,~~with ~~2023,~~the toUnited ~~regain~~States ~~compliance.~~Securities ~~The~~and ~~notice~~Exchange ~~states~~Commission ~~that~~(the “SEC”) to ~~regain~~delist ~~compliance,~~ the Company’s ~~MVLS~~securities. ~~must~~The ~~close~~Company atthereafter ~~$35~~expects ~~million~~to orfile ~~more for~~ a ~~minimum~~Form of15 ~~ten~~with ~~consecutive~~the ~~business~~SEC ~~days~~to ~~during~~terminate the ~~compliance~~registration ~~period~~of ~~ending~~its ~~September~~securities ~~27, 2023,~~under atthe ~~which~~Securities Exchange ~~time~~Act ~~the~~of ~~Nasdaq~~1934, ~~will~~as ~~provide~~amended. ~~written~~The ~~notification~~Company anticipates that ~~the~~its ~~Company~~securities, ~~has~~including ~~achieved~~the ~~compliance~~Public ~~under~~Shares, ~~the~~will ~~Market~~cease ~~Value~~trading ~~Standard and~~at or around the ~~matter~~close ~~will~~of bebusiness ~~closed~~on April 12, 2023.

~~The~~Beneficial ~~Company~~owners ~~intends to actively monitor the market value~~ of ~~its common stock and will evaluate available options to regain compliance with~~ the ~~Nasdaq~~Public ~~continued~~Shares ~~listing standards,~~held ~~including compliance under the net income standard pursuant to Nasdaq Listing Rule 5550(b)(3) (the~~ in “~~Net~~street ~~Income Standard~~name”), ~~which~~will ~~the~~not ~~Company~~need ~~expects~~ to ~~meet~~take ~~once~~any itaction ~~has~~in ~~filed~~order ~~its~~to ~~Annual~~receive ~~Report~~their onpro ~~Form~~rata ~~10-K~~portion ~~for~~of the ~~fiscal~~Redemption ~~year~~Amount. ~~ended~~Holders ~~December~~of ~~31,~~registered ~~2022.~~Public ~~However,~~Shares ~~there can be no assurance that the Company~~ will beneed ~~able~~ to ~~regain~~present ~~compliance~~their ~~under~~respective ~~the~~shares ~~Market~~to ~~Value Standard or Net Income Standard, or will otherwise be in compliance with other Nasdaq listing criteria. In~~ the ~~event the~~ Company’s ~~does~~transfer ~~not regain compliance by September 27~~agent, ~~2023,~~Continental ~~the~~Stock ~~Nasdaq~~Transfer & ~~will~~Trust ~~notify the~~ Company, ~~that its common stock is subject~~ to ~~delisting.~~receive Attheir ~~that~~pro ~~time, the~~rata ~~Company~~portion ~~may~~of ~~appeal~~ the ~~delisting~~Redemption ~~determination to a Nasdaq Hearings Panel.~~Amount

~~While~~Forward-Looking the Company is exercising diligent efforts to maintain the listing of its common stock on the Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria.Statements

~~The~~This ~~Company,~~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 ~~filing~~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 810-K, ~~discloses~~Quarterly ~~its~~Reports ~~receipt~~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 ~~notice~~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 ~~accordance~~this ~~with~~Current ~~Nasdaq~~Report ~~Listing~~on ~~Rule~~Form ~~5810(b)~~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.

~~Forward-Looking~~Item 9.01. Financial Statements and Exhibits.

The disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the Company’s submission of a compliance plan with Nasdaq and regaining compliance with the requirements of Listing Rule 5620(a). These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward- looking statements are subject to a number of risks and uncertainties, including: the risk that the Company is unable to submit a compliance plan to Nasdaq within the specified period, or that the compliance plan is not accepted by Nasdaq; those factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Exhibit No.		Description

99.1		Press Release, dated April 11, 2023

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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.
Date: April 6, 2023	By:	/s/ Brandon Bentley
	By:	/s/ Ahmed M. Fattouh
	Name:	Brandon Bentley
		Name: Ahmed M. Fattouh
	Title:	General Counsel
		Title: Chief Executive Officer
Dated: April 11, 2023

Filing Compare · InterPrivate IV InfraTech Partners Inc.