UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 122, 2023

INTERPRIVATE III FINANCIAL PARTNERS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40151		85-3069266
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

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	IPVF.U	NYSE American LLC
Class A common stock, par value $0.0001 per share	IPVF	NYSE American LLC
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	NYSE American 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 81.0102. ~~Other~~Termination ~~Events~~of a Material Definitive Agreement.

As previously disclosed, on atJuly a21, ~~special~~2022, ~~meeting of the stockholders (the “Special Meeting”) of~~ InterPrivate III Financial Partners Inc. (~~the~~ “~~Company~~InterPrivate III”) ~~held~~ onentered ~~June~~into 5,a ~~2023,~~Second ~~the~~Amended ~~Company’s~~and ~~stockholders~~Restated ~~voted~~Agreement and inPlan ~~favor~~ of aMerger, ~~proposal~~as toamended ~~amend~~by ~~the~~Amendment ~~Company’s~~No. ~~Amended~~1 ~~and~~thereto ~~Restated Certificate~~dated as of ~~Incorporation~~December to29, ~~extend~~2022, ~~the~~as ~~date~~further amended by ~~which~~Amendment itNo. ~~must~~2 ~~consummate~~thereto dated anas ~~initial~~of ~~business~~March ~~combination~~30, ~~(the~~2023, ~~“Deadline~~as ~~Date”) from~~further ~~June~~amended 9,by ~~2023~~Amendment toNo. ~~July~~3 9thereto dated as of April 29, 2023, and toas ~~allow~~further ~~the~~amended ~~Company~~by toAmendment No. ~~elect~~4 tothereto ~~further~~dated ~~extend~~as inof ~~one-month~~May ~~increments~~31, 2023 (as amended, the “~~Extension”) up~~Second toA&R ~~eight~~Merger ~~additional times~~Agreement”), orby aand ~~total~~among ofInterPrivate upIII, InterPrivate toIII ~~nine~~Merger ~~months~~Sub Inc., ~~until~~a ~~March~~wholly 9,owned ~~2024.~~subsidiary ~~Also~~of asInterPrivate ~~previously disclosed~~III, ifInterPrivate anIII ~~Extension~~Merger isSub ~~implemented~~II LLC, ~~the~~ ~~Company~~a orwholly ~~its~~owned ~~designees~~subsidiary of ~~will~~InterPrivate ~~deposit~~III, ~~into~~and ~~the~~Aspiration ~~trust account $21~~Partners,~~000~~ ~~per~~Inc. ~~month,~~The ~~and~~transactions ~~$189,000~~contemplated inby the ~~aggregate~~Second ifA&R ~~all~~Merger ~~eight~~Agreement, ~~extensions are~~amended ~~implemented~~as described below, atare ~~the~~referred ~~beginning~~to ofas ~~each~~the ~~month~~“Business Combination.”

On ~~July~~August 2622, 2023, the ~~Board~~Second ~~determined~~A&R Merger Agreement was terminated pursuant to ~~implement~~Section ~~the~~9.01(n) ~~third~~thereof ~~Extension~~effective ~~and~~on toAugust ~~extend~~29, ~~the~~2023. ~~Deadline~~Such ~~Date~~termination ~~for~~constitutes a anQualifying ~~additional~~Termination ~~month~~(as defined in the Second A&R Merger Agreement) pursuant to ~~September~~Section 9~~, 2023~~.03(b) Inof ~~connection~~the Second A&R Merger ~~with~~Agreement. ~~the~~InterPrivate ~~Extension,~~III ~~the~~cannot ~~Company~~provide ~~deposited~~any ~~$21,000~~assurance that it will receive the termination payments to which it is entitled under the Second ~~Company’s~~A&R ~~trust~~Merger ~~account~~Agreement onor ~~July~~the ~~27,~~timing ~~2023~~thereof.

OnCautionary ~~August~~Statement 1,Regarding ~~2023, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8~~Forward-KLooking ~~and incorporated by reference herein, announcing the extension of the Deadline Date to September 9, 2023.~~Statements

~~Item~~This 9Current Report on Form 8-K and information incorporated by reference herein, contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.01 ~~Financial~~These ~~Statements~~forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and ~~Exhibits~~similar expressions, but the absence of these words does not mean that a statement is not forward-looking. 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. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. 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 while InterPrivate III may elect to update these forward-looking statements at some point in the future, InterPrivate III assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law.

~~(d) Exhibits~~1

Exhibit Number		Description
99.1		Press Release, issued August 1, 2023.
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 III FINANCIAL PARTNERS INC.

~~Pursuant~~By: to/s/ ~~the~~Ahmed ~~requirements of~~Fattouh ~~the~~Name: ~~Securities~~Ahmed ~~Exchange~~Fattouh ~~Act~~Title: ofChairman ~~1934,~~and ~~the~~Chief ~~registrant~~Executive ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

	INTERPRIVATE III FINANCIAL PARTNERS INC.
	By:	/s/ Brandon Bentley
		Name:	Brandon Bentley
		Title:	General Counsel
Dated: August 1, 2023

Dated: August 22, 2023

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