Financial Position - The company has a strong financial position with $258,750,000 in the Trust Account after the closing of the Public Offering, providing flexibility for business combinations[51]. - After deducting $9,056,250 in fees, the available funds for a business combination are $240,637,500, which can be used for liquidity events, capital for growth, or debt reduction[59]. - The expected per-share redemption amount upon dissolution is approximately $10.00, but this could be reduced due to creditor claims against the Trust Account[96]. - The company has approximately $750,000 available from proceeds outside the Trust Account to cover costs associated with dissolution and creditor payments[95]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[94]. Acquisition Strategy - The company aims to acquire businesses in large attractive markets with secular tailwinds, avoiding winner-take-all segments[49]. - The company seeks to acquire businesses with high growth, recurring revenue, and clear paths to profitability supported by strong unit economics[49]. - The company plans to focus on businesses that utilize technology to create competitive advantages and improve client service[49]. - The company anticipates acquiring 100% of the equity interests or assets of the target business, but may acquire less than 100% if it meets specific conditions[53]. - If the business combination involves multiple target businesses, the 80% of net assets test will be based on the aggregate value of all targets[53]. Management and Experience - The management team has extensive experience in private equity and M&A, with a track record of successful transactions involving notable companies[37][39]. - The management team believes their proprietary sourcing channels and deep industry relationships will provide a differentiated pipeline of acquisition opportunities[50]. - The management team has a history of shepherding targets through the SPAC/de-SPAC process, which is crucial for successful transactions[50]. - The company currently has four executive officers who will devote necessary time to affairs until the initial business combination is completed, with no full-time employees planned prior to that[109]. Financing and Funding - The company has not secured third-party financing for future transactions, which may impact its ability to execute business combinations[51]. - The company has not secured third-party financing for the business combination, and there is no assurance that such financing will be available[59]. - A minimum cash requirement may be imposed for cash consideration to be paid to the target or for working capital purposes during the initial business combination[75]. - If the aggregate cash consideration for redemptions exceeds available cash, the company will not complete the business combination or redeem shares[75]. Stockholder Rights and Redemption - Public stockholders can redeem shares of Class A common stock at a per-share price equal to the aggregate amount in the Trust Account, calculated two business days prior to the business combination[74]. - Public stockholders must deliver stock certificates or electronically transfer shares to exercise redemption rights, with a deadline of two business days prior to the vote[83]. - A public stockholder must submit a written request for redemption two business days prior to the vote if seeking to redeem shares[83]. - The company requires a majority of outstanding shares voted in favor for the initial business combination to be approved[78]. - Stockholders holding more than 15% of shares sold in the Public Offering are restricted from seeking redemption rights without prior consent[85]. Regulatory and Compliance - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to the rules and regulations under the Exchange Act[58]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[110]. - Audited financial statements of the prospective target business will be provided to stockholders as part of proxy solicitation materials, which may limit the pool of potential target businesses[112]. - The company must evaluate internal control procedures for the fiscal year ending December 31, 2022, as required by the Sarbanes-Oxley Act[113]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[115]. Risks and Challenges - The lack of business diversification may pose risks, as the company's success may depend entirely on the performance of a single business post-combination[61]. - There may be conflicts of interest among directors and officers due to their affiliations with other entities and potential business opportunities[57]. - The company faces competition from various entities, including special purpose acquisition companies and private equity groups, which may have greater financial and technical resources[108]. - In the event of bankruptcy, the Trust Account proceeds may be subject to claims from creditors, potentially affecting the redemption amount for stockholders[105]. - The company has not verified whether its Sponsor has sufficient funds to satisfy indemnity obligations related to claims against the Trust Account[100].
InterPrivate III Financial Partners (IPVF) - 2021 Q4 - Annual Report