SEC Comment Letter 0000000000-22-013014 to InterPrivate III Financial Partners Inc. (CIK 0001839610)
InterPrivate III Financial Partners Inc. (CIK 0001839610)
Date: Dec. 2, 2022 · CIK: 0001839610 · Accession: 0000000000-22-013014
AI Filing Summary & Sentiment
File numbers found in text: 001-40151
Letter
United States securities and exchange commission logo December 2, 2022 Ahmed Fattouh Chief Executive Officer InterPrivate III Financial Partners Inc. 1350 Avenue of the Americas, 2nd Floor New York, NY 10019 Re:InterPrivate III Financial Partners Inc. Preliminary Proxy Statement on Schedule 14A Filed November 22, 2022 File No. 001-40151 Dear Ahmed Fattouh: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameAhmed Fattouh Comapany NameInterPrivate III Financial Partners Inc. December 2, 2022 Page 2 FirstName LastName Ahmed Fattouh InterPrivate III Financial Partners Inc. December 2, 2022 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Tonya K. Aldave at (202)-551-3601 or John Dana Brown at (202) 551- 3859 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Daniel Nussen, Esq.
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United States securities and exchange commission logo
December 2, 2022
Ahmed Fattouh
Chief Executive Officer
InterPrivate III Financial Partners Inc.
1350 Avenue of the Americas, 2nd Floor
New York, NY 10019
Re:InterPrivate III Financial Partners Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 22, 2022
File No. 001-40151
Dear Ahmed Fattouh:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameAhmed Fattouh
Comapany NameInterPrivate III Financial Partners Inc.
December 2, 2022 Page 2
FirstName LastName
Ahmed Fattouh
InterPrivate III Financial Partners Inc.
December 2, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Tonya K. Aldave at (202)-551-3601 or John Dana Brown at (202) 551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Daniel Nussen, Esq.