NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 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 September 30, 2021, the Company had not
commenced any operations. All activity through September 30, 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 also described in Note 4.
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 was 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.
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 $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.
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
If the Company seeks stockholder approval, the
Company will proceed with a Business Combination only if 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. The Company will
not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. 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 7) 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.
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).
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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
statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED
FINANCIAL STATEMENT
The Company historically accounted for a portion
of its outstanding Public Shares as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that
the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described
in the Company’s Amended and Restated Certificate of Incorporation.
Management has re-evaluated the Company’s
application of ASC 480-10-99 to its accounting classification of the Public Shares. Upon re-evaluation, management determined that the
Public Shares include certain provisions that require classification of all of the Public Shares as temporary equity regardless of the
net tangible assets redemption limitation contained in the Amended and Restated Certificate of Incorporation. The SEC clarified their
position on the accounting classification of redeemable shares to state that companies should restate previously issued financial statements
for the reclassification of redeemable shares from permanent to temporary equity.
In accordance with SEC Staff Accounting Bulletin
No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that
the related impacts were material to previously presented financial statements and such previously presented financial statements could
not be relied upon. In conjunction with its clarification of ASC 480-10-99, the SEC further stated that the misstatement arises to the
level of a material weakness. As a result, the Company has concluded that its previously issued financial statements impacted should be
restated to report the Public Shares as temporary equity. As such, the Company is restating in this Quarterly Report those periods that
would have been impacted.
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The impact to the Company’s previously presented
financial information is presented below:
|
|
As
|
|
|
|
|
|
|
|
|
|
Previously
|
|
|
|
|
|
As
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
Balance sheet as of March 9, 2021 (audited)
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
$
|
273,705,080
|
|
|
$
|
13,794,920
|
|
|
$
|
287,500,000
|
|
Class A Common Stock
|
|
|
138
|
|
|
|
(138
|
)
|
|
|
-
|
|
Additional Paid-in Capital
|
|
|
5,000,145
|
|
|
|
(5,000,145
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(1,000
|
)
|
|
|
(8,794,637
|
)
|
|
|
(8,795,637
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Stockholder’s Deficit as of March 9, 2021 (audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
$
|
273,705,080
|
|
|
$
|
13,794,920
|
|
|
$
|
287,500,000
|
|
Class A Common Stock
|
|
|
138
|
|
|
|
(138
|
)
|
|
|
—
|
|
Additional Paid-in Capital
|
|
|
5,000,145
|
|
|
|
(5,000,145
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(1,000
|
)
|
|
|
(8,794,637
|
)
|
|
|
(8,795,637
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of March 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
$
|
265,279,390
|
|
|
$
|
22,230,394
|
|
|
$
|
287,509,784
|
|
Class A Common Stock
|
|
|
222
|
|
|
|
(222
|
)
|
|
|
—
|
|
Additional Paid-in Capital
|
|
|
5,251,906
|
|
|
|
(5,251,906
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(252,841
|
)
|
|
|
(16,978,266
|
)
|
|
|
(17,231,107
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended March 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares subject to possible redemption
|
|
|
26,527,088
|
|
|
|
(19,576,539
|
)
|
|
|
6,950,549
|
|
Basic and diluted net loss per share subject to possible redemption
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Weighted average non-redeemable common shares outstanding
|
|
|
7,022,565
|
|
|
|
(1,470,482
|
)
|
|
|
5,552,083
|
|
Basic and diluted net loss per non-redeemable common share
|
|
$
|
(0.04
|
)
|
|
$
|
0.06
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Stockholder’s Deficit for the three months ended March 31, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
$
|
265,279,390
|
|
|
$
|
22,230,394
|
|
|
$
|
287,509,784
|
|
Class A Common Stock
|
|
|
222
|
|
|
|
(222
|
)
|
|
|
—
|
|
Additional Paid-in Capital
|
|
|
5,251,906
|
|
|
|
(5,251,906
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(252,841
|
)
|
|
|
(16,978,266
|
)
|
|
|
(17,231,107
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the three months ended March 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of common stock subject to possible redemption
|
|
$
|
265,270,808
|
|
|
$
|
(265,270,808
|
)
|
|
$
|
—
|
|
Change in value of common stock subject to possible redemption
|
|
|
9,310
|
|
|
|
(9,310
|
)
|
|
|
—
|
|
Accretion of Class A common stock subject to possible redemption
|
|
|
—
|
|
|
|
9,784
|
|
|
|
9,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet as of June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
$
|
261,104,371
|
|
|
$
|
26,418,495
|
|
|
$
|
287,522,866
|
|
Class A Common Stock
|
|
|
264
|
|
|
|
(264
|
)
|
|
|
—
|
|
Additional Paid-in Capital
|
|
|
9,426,883
|
|
|
|
(9,426,883
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(4,427,860
|
)
|
|
|
(16,991,348
|
)
|
|
|
(21,419,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the three months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares subject to possible redemption
|
|
|
26,527, 939
|
|
|
|
2,222,061
|
|
|
|
28,750,000
|
|
Basic and diluted net loss per share subject to possible redemption
|
|
$
|
—
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.08
|
)
|
Weighted average non-redeemable common shares outstanding
|
|
|
9,409,561
|
|
|
|
(3,159,561
|
)
|
|
|
6,250,000
|
|
Basic and diluted net loss per non-redeemable common share
|
|
$
|
(0.45
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of operations for the six months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares subject to possible redemption
|
|
|
26,527,758
|
|
|
|
(8,578,863
|
)
|
|
|
17,948,895
|
|
Basic and diluted net loss per share subject to possible redemption
|
|
$
|
—
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
Weighted average non-redeemable common shares outstanding
|
|
|
8,222,657
|
|
|
|
(2,319,687
|
)
|
|
|
5,902,970
|
|
Basic and diluted net loss per non-redeemable common share
|
|
$
|
(0.54
|
)
|
|
$
|
0.43
|
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Stockholder’s Deficit for the six months ended June 30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock Subject to Possible Redemption
|
|
$
|
261,104,371
|
|
|
$
|
26,418,495
|
|
|
$
|
287,522,866
|
|
Class A Common Stock
|
|
|
264
|
|
|
|
(264
|
)
|
|
|
—
|
|
Additional Paid-in Capital
|
|
|
9,426,883
|
|
|
|
(9,426,883
|
)
|
|
|
—
|
|
Accumulated deficit
|
|
|
(4,427,860
|
)
|
|
|
(16,991,348
|
)
|
|
|
(21,419,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of cash flows for the six months ended June
30, 2021 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial classification of common stock subject to possible redemption
|
|
$
|
265,270,080
|
|
|
$
|
(265,270,080
|
)
|
|
$
|
—
|
|
Change in value of common stock subject to possible redemption
|
|
|
4,165,709
|
|
|
|
(4,165,709
|
)
|
|
|
—
|
|
Accretion of Class A common stock subject to possible redemption
|
|
|
—
|
|
|
|
22,866
|
|
|
|
22,866
|
|
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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 and nine months ended September 30, 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
SEPTEMBER 30, 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 September 30, 2021.
Marketable Securities Held in Trust Account
At September 30, 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 September 30, 2021 and March 9, 2021, both the Public Warrants and Private Placement Warrants were
accounted for as liabilities (see Note 8).
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 9).
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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 September 30, 2021, Class A common stock subject to possible redemption is presented
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 September 30, 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 nine months ended September 30, 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.
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.
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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
September 30,
2021
|
|
|
Nine Months Ended
September 30,
2021
|
|
Class A common stock subject to possible redemption
|
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
Net income (loss) attributable to Class A common stock subject to possible redemption
|
|
$
|
2,428,040
|
|
|
$
|
(1,151,171
|
)
|
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
|
|
|
28,750,000
|
|
|
|
21,588,828
|
|
Basic and diluted net loss per share, Class A common stock subject to possible redemption
|
|
$
|
0.08
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Common Stock
|
|
|
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
2,955,874
|
|
|
$
|
(1,471,986
|
)
|
Less: Net (income) loss attributable to Class A common stock subject to possible redemption
|
|
|
(2,428,040
|
)
|
|
|
1,151,171
|
|
Net income (loss) attributable to Class A common stock not subject
to possible redemption
|
|
$
|
527,835
|
|
|
$
|
(320,814
|
)
|
Denominator: Weighted Average Non-redeemable Common stock
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock
|
|
|
6,250,000
|
|
|
|
6,016,484
|
|
Basic and diluted net loss per share, Non-redeemable Common stock
|
|
$
|
0.08
|
|
|
$
|
(0.05
|
)
|
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
SEPTEMBER 30, 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
In August 2020, the FASB issued ASU No. 2020-06,
Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own
Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also
removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and
it also simplifies the diluted earnings per share calculation in certain areas. The Company early adopted the ASU on February 5, 2021
(inception) using the modified retrospective method for transition. Adoption of ASU 2020-06 did not impact the Company’s financial
position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying 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
SEPTEMBER 30, 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 nine months ended September 30, 2021, the Company incurred and paid $70,000
in fees for these services. For the three months ended September 30, 2021, the Company incurred and paid $30,000 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.
Services Agreement
The Company entered into an agreement, pursuant
to which the Company will pay its Vice President a total of $10,000 per month for assisting the Company in negotiating and consummating
an initial business combination. 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 and nine months ended September 30, 2021, the Company incurred and
paid $30,000 and $70,000 in fees for these services, respectively.
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) 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.
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.
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 8. STOCKHOLDERS’ EQUITY
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 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 September 30, 2021, there were 26,110,437 shares of Class A common stock
issued and outstanding.
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 September 30, 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.
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.
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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.
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 saleable 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.
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
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 September 30, 2021, and indicates the fair value hierarchy
of the valuation inputs the Company utilized to determine such fair value:
Description
|
|
Level
|
|
September 30,
2021
|
|
Assets:
|
|
|
|
|
|
Marketable securities held in Trust Account
|
|
1
|
|
$
|
287,541,063
|
|
Liabilities:
|
|
|
|
|
|
|
Warrant Liability – Public Warrants
|
|
1
|
|
|
3,852,500
|
|
Warrant Liability – Private Placement Warrants
|
|
3
|
|
|
3,350,000
|
|
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:
|
|
March 9,
|
|
|
March 31,
|
|
|
September 30,
|
|
Term
|
|
2021
|
|
|
2021
|
|
|
2021
|
|
Risk-free interest rate
|
|
|
1.00
|
%
|
|
|
0.99
|
%
|
|
|
0.94
|
%
|
Market price of public stock
|
|
$
|
9.84
|
|
|
$
|
9.85
|
|
|
$
|
9.69
|
|
Dividend Yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Implied volatility
|
|
|
13.10
|
%
|
|
|
13.10
|
%
|
|
|
13.48
|
%
|
Exercise price
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
|
$
|
11.50
|
|
On September 30, 2021, the Private Placement Warrants
and Public Warrants were determined to be valued at $0.67 and $0.67 per warrant for aggregate values of $3.4 million and $3.9 million,
respectively.
INTERPRIVATE IV INFRATECH PARTNERS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The following table presents the changes in the
fair value of warrant liabilities:
|
|
Public
|
|
|
Private
Placement
|
|
|
Warrant
Liabilities
|
|
Fair value as of March 9, 2021
|
|
$
|
4,485,000
|
|
|
$
|
3,950,000
|
|
|
$
|
8,435,000
|
|
Change in valuation inputs or other assumptions
|
|
|
(57,500
|
)
|
|
|
(50,000
|
)
|
|
|
(107,500
|
)
|
Fair value as of March 31, 2021
|
|
$
|
4,427,500
|
|
|
$
|
3,900,000
|
|
|
$
|
8,327,500
|
|
Change in valuation inputs or other assumptions
|
|
|
2,012,500
|
|
|
|
1,800,000
|
|
|
|
3,812,500
|
|
Fair value as of June 30, 2021
|
|
$
|
6,440,000
|
|
|
$
|
5,700,000
|
|
|
$
|
12,140,000
|
|
Change in valuation inputs or other assumptions
|
|
|
(2,587,500
|
)
|
|
|
(2,350,000
|
)
|
|
|
(4,937,500
|
)
|
Fair value as of September 30, 2021
|
|
$
|
3,852,500
|
|
|
$
|
3,350,000
|
|
|
$
|
7,202,500
|
|
During the nine-month period ended September 30,
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.