Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K filed on December 27,
2022, InterPrivate III Financial Partners Inc. (the "Company") held a special
meeting of stockholders on December 21, 2022 (the "Special Meeting") to approve
an amendment to the Company's Amended and Restated Certificate of Incorporation
extending the time in which the Company must complete an initial business
combination and permitting the Company's board to wind up the Company at an
earlier date in certain circumstances.
As the Company's securities are listed on the New York Stock Exchange (the
"NYSE"), it is required to maintain an average aggregate global market
capitalization attributable to its publicly held shares (a "public float") of
$40,000,000 under Section 802.01B of the NYSE Listed Company Manual (the "LCM").
In connection with the Special Meeting, the Company's public stockholders had
the option to redeem their shares of Class A common stock. In anticipation of
receiving redemptions that would reduce the Company's public float to below
$40,000,000 but greater than $20,000,000, the Company determined to apply to
list its securities on the NYSE American, which is part of the NYSE group of
exchanges. The listing standards of the NYSE American include a lower public
float standard than that of the NYSE ($20,000,000 rather than $40,000,000).
Following the Special Meeting and such redemptions, approximately $20.2 million
in cash remained in the trust account.
The Company is in ongoing discussions with the NYSE regarding its application to
list its securities on the NYSE American. On February 2, 2023, the Company's
public float remained under $40,000,000 for the preceding consecutive 30 trading
day period.
The NYSE informed the Company by telephone conference on February 1, 2023 that
the NYSE is continuing to evaluate the Company's application materials submitted
and to be submitted by the Company for transitioning the Company's listing to
the NYSE American to determine whether to approve its securities for trading on
the NYSE American. The NYSE informed the company that trading of the Company's
Class A common stock, warrants to purchase Class A common stock, and units, each
consisting of one share of Class A common stock and one redeemable warrant,
would be temporarily halted effective as of approximately 4:00 p.m. Eastern Time
on February 2, 2023, to allow the NYSE additional time to review the Company's
transition application.
There can be no assurance that the Company will be able to obtain an alternative
listing on the NYSE American or otherwise, or that the transition from the NYSE
to the NYSE American, if it can be effected, can be effected without a time gap
in being listed.
The foregoing actions and their consequences could affect the liquidity and
value of the Company's Securities.
Forward Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target", "may", "intend",
"predict", "should", "would", "predict", "potential", "seem", "future",
"outlook" or other similar expressions (or negative versions of such words or
expressions) that predict or indicate future events or trends or that are not
statements of historical matters.
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INTERPRIVATE III FINANCIAL PARTNERS INC. 
