SEC Comment Letter 0000000000-22-013000 to InterPrivate IV InfraTech Partners Inc. (CIK 0001839611)
InterPrivate IV InfraTech Partners Inc. (CIK 0001839611)
Date: Dec. 1, 2022 · CIK: 0001839611 · Accession: 0000000000-22-013000
AI Filing Summary & Sentiment
File numbers found in text: 001-40153
Letter
United States securities and exchange commission logo December 1, 2022 Kevin Timmons Chief Executive Officer InterPrivate IV InfraTech Partners Inc. 1350 Avenue of the Americas 2nd Floor New York, NY 10019 Re:InterPrivate IV InfraTech Partners Inc. Preliminary Proxy Statement on Schedule 14A Filed November 21, 2022 File No. 001-40153 Dear Kevin Timmons: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, 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, please revise your disclosure in future filings to include 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
FirstName LastNameKevin Timmons Comapany NameInterPrivate IV InfraTech Partners Inc. December 1, 2022 Page 2 FirstName LastName Kevin Timmons InterPrivate IV InfraTech Partners Inc. December 1, 2022 Page 2 losses of the investment opportunity 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 Stacie Gorman at Stacie Gorman or Maryse Mills-Apenteng at 202-551- 3457 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Daniel Nussen, Esq.
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United States securities and exchange commission logo
December 1, 2022
Kevin Timmons
Chief Executive Officer
InterPrivate IV InfraTech Partners Inc.
1350 Avenue of the Americas
2nd Floor
New York, NY 10019
Re:InterPrivate IV InfraTech Partners Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 21, 2022
File No. 001-40153
Dear Kevin Timmons:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, 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, please revise your disclosure in future
filings to include 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
FirstName LastNameKevin Timmons
Comapany NameInterPrivate IV InfraTech Partners Inc.
December 1, 2022 Page 2
FirstName LastName
Kevin Timmons
InterPrivate IV InfraTech Partners Inc.
December 1, 2022
Page 2
losses of the investment opportunity 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 Stacie Gorman at Stacie Gorman or Maryse Mills-Apenteng at 202-551-
3457 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Daniel Nussen, Esq.