NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
InterPrivate
IV InfraTech Partners Inc. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was
originally incorporated under the name “InterPrivate III Technology Partners Corp.”, but the Company changed its name to
“InterPrivate IV InfraTech Partners Inc.” on January 6, 2021. The Company was formed for the purpose of effectuating a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses
(the “Business Combination”).
The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early
stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of March 31, 2021, the Company had not commenced any operations. All activity through March 31, 2021 relates to the Company’s formation,
the initial public offering (“Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target
company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business
Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income
from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the
Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A
common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their
over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described
in Note 4.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 5,000,000 warrants (each, a “Private Placement
Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in
a private placement to InterPrivate Acquisition Management IV, LLC (the “Sponsor”), generating gross proceeds of $7,500,000,
which is described in Note 5.
Transaction
costs amounted to $16,318,918, consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $506,418
of other offering costs.
Following
the closing of the Initial Public Offering on March 9, 2021, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust
Account”), and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended
investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act,
as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution
of the funds in the Trust Account to the Company’s stockholders, as described below.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NYSE rules provide that the Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions
and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination.
The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect
a Business Combination.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
The
Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder
meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will
seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account
(initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business
Combination with respect to the Company’s warrants.
The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or
upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted
in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder
vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended
and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities
and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.
If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business
or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor
has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering
in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business
Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public
stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not
vote at all.
Notwithstanding
the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender
offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with
respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The
Sponsor has agreed (a) to waive its redemption rights with respect to their Founder Shares and Public Shares held by it in connection
with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company
provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The
Company will have until March 9, 2023 or any extended period of time that the Company may
have to consummate a Business Combination as a result of an amendment to the Company’s
Amended and Restated Certificate of Incorporation to complete a Business Combination (the
“Combination Period”). If the Company is unable to complete a Business Combination
within the Combination Period, the Company will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account including interest
earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case
to the Company’s obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants, which will expire worthless if
the Company fails to complete a Business Combination within the Combination Period.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
The
Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares
will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the
Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in
the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event,
such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public
Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution
will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in
the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability
will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public
accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, and/or search for a target company, the specific impact is not readily
determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from
the outcome of this uncertainty.
NOTE
2. REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENT
The
Company initially accounted for its outstanding Public Warrants (as defined in Note 5) and Private Placement Warrants (collectively,
with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead
of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to
the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a
provision that in the event of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares
of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer
provision”).
On
April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange
Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition
companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement
terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in
the warrant agreement.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
In
further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards
Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses
equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a
warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common
stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require
an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on
management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the
Company’s Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15
because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition,
based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the
tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section
815-40-25.
As
a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statement
as of March 9, 2021. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of
each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period
in the Company’s operating results for the current period. After review, the Company deemed the adjustment to be immaterial.
The
Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the
Company’s previously reported investments held in trust or cash.
|
|
As
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Revised
|
|
Balance sheet as of March 9, 2021 (audited)
|
|
|
|
|
|
|
|
|
|
Warrant
Liability
|
|
$
|
—
|
|
|
$
|
8,435,000
|
|
|
$
|
8,435,000
|
|
Class
A Common Stock Subject to Possible Redemption
|
|
|
273,705,080
|
|
|
|
(8,435,000
|
)
|
|
|
265,270,080
|
|
Class
A Common Stock
|
|
|
138
|
|
|
|
84
|
|
|
|
222
|
|
Additional
Paid-in Capital
|
|
|
5,000,145
|
|
|
|
261,071
|
|
|
|
5,261,216
|
|
Accumulated
Deficit
|
|
|
(1,000
|
)
|
|
|
(261,155
|
)
|
|
|
(262,155
|
)
|
NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include
all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating
results and cash flows for the periods presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial
Public Offering as filed with the SEC on March 12, 2021, as well as the Company’s Current Report on Form 8-K, as filed with the
SEC on March 16, 2021. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to
be expected for the year ending December 31, 2021 or for any future periods.
Liquidity
and Financial Condition
We will need to raise additional capital through loans or additional investments from our initial stockholders, officers or directors.
If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include,
but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.
We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions
raise substantial doubt about our ability to continue as a going concern through one year and one day from the issuance of this report.
Offering
Costs Associated with the Initial Public Offering
The
Company complies with the requirements of the Accounting Standards Codification (the “ASC”) 340-10-S99-1 and SEC Staff Accounting
Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees
incurred through the balance sheet date that are related to our Public Offering and were charged to stockholders’ equity upon the
completion of our Public Offering.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of March 31, 2021.
Marketable
Securities Held in Trust Account
At
March 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury securities.
Warrant
Liability
The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet
the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under
ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially
require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity
classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as
of each subsequent quarterly period end date while the warrants are outstanding. As of March 31, 2021 and March 9, 2021, both the Public
Warrants and Private Placement Warrants were accounted for as liabilities (see Note 10).
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in-capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
The Company accounts for the Warrants issued in connection with its Initial Public Offering in accordance with the guidance contained
in ASC 815-40-15-7D, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly,
the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period.
This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in
the Company’s statement of operations. The fair value of the Warrants initially was estimated using a Binomial Lattice Model (see
Note 10).
Class
A Common Stock Subject to Possible Redemption
The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject
to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock
(including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times,
common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights
that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at
March 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of
the stockholders’ equity section of the Company’s balance sheet.
Income
Taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset
and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed
for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible
amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of March 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2021, due to the valuation allowance
recorded on the Company’s net operating losses.
Net
Income (Loss) per Common Share
Net
income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during
the period, excluding shares of common stock subject to forfeiture.
The
Company’s statement of operations includes a presentation of income (loss) per share for common stock subject to possible redemption
in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class
A common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities
held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A common stock subject
to possible redemption outstanding since original issuance.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
Net
income (loss) per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted
for income or loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average
number of non-redeemable common stock outstanding for the period. The Company has not considered the effect of the 5,750,000 warrants
sold in the Initial Public Offering and private placement to purchase an aggregate of 5,000,000 shares in the calculation of diluted
income (loss) per share, since the inclusion of such warrants would be anti-dilutive.
Non-redeemable
common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable
common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.
The
following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
|
|
Three
Months
Ended
March 31,
2021
|
|
Class A common stock subject to possible
redemption
|
|
|
|
Numerator: Earnings attributable to Class A common stock subject to
possible redemption
|
|
|
|
Interest
earned on marketable securities held in Trust Account
|
|
$
|
4,610
|
|
Unrealized
gain on marketable securities held in Trust Account
|
|
|
4,418
|
|
Less:
interest available to be withdrawn for payment of taxes
|
|
|
(9,028
|
)
|
Net
income attributable
|
|
$
|
—
|
|
Denominator:
Weighted Average Class A common stock subject to possible redemption
|
|
|
|
|
Basic
and diluted weighted average shares outstanding, Class A common stock subject to possible redemption
|
|
|
26,527,008
|
|
Basic
and diluted net income per share, Class A common stock subject to possible redemption
|
|
$
|
—
|
|
|
|
|
|
|
Non-Redeemable
Common Stock
|
|
|
|
|
Numerator:
Net Loss minus Net Earnings
|
|
|
|
|
Net
loss
|
|
$
|
(252,841
|
)
|
Less:
Net income allocable to Class A common stock subject to possible redemption
|
|
|
—
|
|
Non-Redeemable
Net Loss
|
|
$
|
(252,841
|
)
|
Denominator:
Weighted Average Non-redeemable common stock
|
|
|
|
|
Basic
and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
7,022,565
|
|
Basic
and diluted net loss per share, Non-redeemable common stock
|
|
$
|
(0.04
|
)
|
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their
short-term nature.
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s condensed financial statements.
NOTE
4. PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment
option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common
stock and one-fifth of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one
share of Class A common stock at an exercise price of $11.50 per whole share (see Note 9).
Transaction
costs amounted to $16,318,918, consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $506,418
of other offering costs. In addition, cash of $1,712,100 was held outside of the Trust Account and is available for the payment of offering
costs and for working capital purposes.
NOTE
5. PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price
of $1.50 per Private Placement Warrant, or $7,500,000 in the aggregate. Each Private Placement Warrant exercisable to purchase one share
of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added
to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination
within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the
Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE
6. RELATED PARTY TRANSACTIONS
Founder
Shares
On
January 13, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 shares of Class B
common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture
by the Sponsor to the extent that the underwriter’s over-allotment was not exercised in full or in part, so that the Sponsor would
collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering
(assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election
to fully exercise their over-allotment, no Founder Shares are currently subject to forfeiture.
The
Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (i) with respect
to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of the initial
Business Combination and the date on which the closing price of the Company’s Class A common stock equals or exceeds $12.00 per
share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
within a 30-trading day period following the consummation of a Business Combination and (ii) with respect to the remaining 50% of such
shares, for a period ending on the one-year anniversary of the date of the consummation of a Business Combination, or, in either case,
earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction
which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
Administrative
Services Agreement
The
Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of up to $10,000
per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation,
the agreement will terminate and the Company will cease paying these monthly fees. For the three months ended March 31, 2021, the Company
incurred and paid $10,000 in fees for these services.
Promissory
Note — Related Party
On
January 13, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and was payable
on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. As of March 9, 2021, there
was $166,493 outstanding under the Promissory Note, which was repaid on March 10, 2021.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business
Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.
NOTE
7. COMMITMENTS AND CONTINGENCIES
Registration
Rights
Pursuant
to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any
warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the
exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) have registration
rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated
damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear
the expenses incurred in connection with the filing of any such registration statements.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
Underwriting
Agreement
The
underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. The deferred fee will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
NOTE
8. STOCKHOLDERS’ EQUITY
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At March 31, 2021, there
were no shares of preferred stock issued or outstanding.
Class A
Common Stock — The Company is authorized to issue up to 380,000,000 shares of Class A, $0.0001 par value common stock.
Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021, there were 2,222,061 of Class A
common stock issued and outstanding, excluding 26,527,939 shares of Class A common stock subject to possible redemption.
Class B
Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $0.0001 par value common stock.
Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2021, there were 7,187,500 shares of
Class B common stock issued and outstanding.
Holders
of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote
of stockholders, except as required by law.
The
shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately
following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares
of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number
of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving
effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A
common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed
issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A
common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or
to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors
upon conversion of Working Capital Loans, provided that such conversion of shares of Class B common stock will never occur on a
less than one-for-one basis.
NOTE
9. WARRANTS
Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire
five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock
underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations
with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common
stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
The
Company has agreed that as soon as practicable, but in no event later than twenty (20) business days after the closing of a Business
Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same
to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until
the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business
day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A
common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders
of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration
statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available.
Once
the warrants become exercisable, the Company may redeem the outstanding warrants:
|
●
|
in
whole and not in part;
|
|
●
|
at
a price of $0.01 per warrant;
|
|
●
|
upon
a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
|
|
●
|
if,
and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three
trading days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted).
|
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
The
exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances
including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However,
except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise
price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete
a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public
Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In
addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising
purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.20 per
share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s
board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares
held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be
adjusted (to the nearest cent) to be equal to 80% of the higher of the Market Value and the Newly Issued Price.
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that
the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable,
assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally,
the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial
purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or
their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants.
NOTE
10. FAIR VALUE MEASUREMENTS
The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
|
Level 1:
|
Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
|
|
|
Level 2:
|
Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.
|
|
|
|
|
Level 3:
|
Unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31,
2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
March 31,
2021
|
|
Assets:
|
|
|
|
|
|
|
Marketable
securities held in Trust Account
|
|
1
|
|
$
|
287,509,784
|
|
Liabilities:
|
|
|
|
|
|
|
Warrant
Liability – Public Warrants
|
|
3
|
|
|
4,427,500
|
|
Warrant
Liability – Private Placement Warrants
|
|
3
|
|
|
3,900,000
|
|
INTERPRIVATE
IV INFRATECH PARTNERS INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2021
(Unaudited)
The
Private Placement and Public Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair
value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Public
and Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived
from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility
as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Binomial Lattice Model was used in
estimating the fair value of the Public Warrants for periods where no observable traded price were available, using the same expected
volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the
warrants from the Units, the closing price of the Public Warrants was used as the fair value as of each relevant date.
The
key inputs into the Binomial Lattice Model for the initial measurement of Public Warrants and Private Placement Warrants and subsequent
measurement of the Private Place Warrants are as follows:
Term
|
|
March 9,
2021
|
|
|
March 31,
2021
|
|
Risk-free
interest rate
|
|
|
1.00
|
%
|
|
|
0.99
|
%
|
Market
price of public stock
|
|
$
|
9.84
|
|
|
$
|
9.85
|
|
Dividend
Yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Implied
volatility
|
|
|
13.1
|
%
|
|
|
13.1
|
%
|
Exercise
price
|
|
|
11.50
|
|
|
$
|
11.50
|
|
Probability of Business Combination
|
|
|
75
|
%
|
|
|
75
|
%
|
Term (years)
|
|
|
5
|
|
|
|
5
|
|
On
March 31, 2021, the Private Placement Warrants and Public Warrants were determined to be valued at $0.78 and $0.77 per warrant for aggregate
values of $3.9 million and $4.4 million, respectively.
The
following table presents the changes in the fair value of warrant liabilities:
|
|
Private
Placement
|
|
|
Public
|
|
|
Warrant
Liabilities
|
|
Fair
value as of March 9, 2021
|
|
$
|
3,950,000
|
|
|
$
|
4,485,000
|
|
|
$
|
8,435,000
|
|
Change
in valuation inputs or other assumptions
|
|
|
(50,000
|
)
|
|
|
(57,500
|
)
|
|
|
(107,500
|
)
|
Fair
value as of March 31, 2021
|
|
$
|
3,900,000
|
|
|
$
|
4,427,500
|
|
|
$
|
8,327,500
|
|
During
the three-month period ended March 31, 2021 there were no transfers out of Level 3.
NOTE
11. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed
financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or
disclosure in the condensed financial statements.