Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
- Symbol
- IPVVU
- Exchange
- NASDAQ
- Classification
- UNIT
- Status
- Current
Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K
InterPrivate Investment Partners V, Inc.
IPVVNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01. Entry into a Material Definitive Agreement. On June 3, 2026, the registration statement on Form S-1 (File No. 333-295323) (the “Registration Statement”) relating to the initial public offering (the “Offering”) of InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission.…
Company context
We are a blank check company incorporated on November 26, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout
Current securities
Registered securities in this filing
INTERPRIVATE INVESTMENT PARTNERS V, INC. · 8-K · Filed 2026-06-08
Class A ordinary shares, par value $0.0001 per share
- Symbol
- IPVV
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
- Symbol
- IPVVW
- Exchange
- NASDAQ
- Classification
- WARRANT
- Status
- Current
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On June 3, 2026, the registration
statement on Form S-1 (File No. 333-295323) (the “Registration Statement”) relating to the initial public offering (the “Offering”)
of InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), was declared effective by
the U.S. Securities and Exchange Commission.
On June 5, 2026, the Company
consummated the Offering of 20,125,000 units, including 2,625,000 units issued pursuant to the exercise of the underwriters’ over-allotment
option in full (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class
A Ordinary Shares”), and one-third of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder
thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold
at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $201,250,000.
In connection with the Offering,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
An Underwriting Agreement, dated June 3, 2026, between the Company and Cantor Fitzgerald & Co. (“Cantor”),
as representative of the underwriters named therein (the “Representative”), a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K (this “Report”) and incorporated herein by reference;
A Warrant Agreement, dated June 3, 2026, between the Company and Continental Stock Transfer & Trust
Company (“Continental”), as warrant agent, a copy of which is filed as Exhibit 4.1 to this Report and incorporated herein
by reference;
A Letter Agreement, dated June 3, 2026, between the Company and InterPrivate Acquisition Management V
LLC (the “Sponsor”), a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference;
A Letter Agreement, dated June 3, 2026, among the Company and its directors and officers, a copy of which
is filed as Exhibit 10.2 to this Report and incorporated herein by reference;
An Investment Management Trust Agreement, dated June 3, 2026, between the Company and Continental, as
trustee, a copy of which is filed as Exhibit 10.3 to this Report and incorporated herein by reference;
A Registration Rights Agreement, dated June 3, 2026, among the Company and certain security holders, a
copy of which is filed as Exhibit 10.4 to this Report and incorporated herein by reference;
A Private Placement Unit Purchase Agreement, dated June 3, 2026, between the Company and the Sponsor,
a copy of which is filed as Exhibit 10.5 to this Report and incorporated herein by reference;
A Private Placement Unit Purchase Agreement, dated June 3, 2026, among the Company and the underwriters,
a copy of which is filed as Exhibit 10.6 to this Report and incorporated herein by reference;
An Administrative Services Agreement, dated June 3, 2026, between the Company and the Sponsor, a copy
of which is filed as Exhibit 10.7 to this Report and incorporated herein by reference; and
Indemnity Agreements, each dated June 3, 2026, between the Company and each director and executive officer
of the Company (the “Indemnity Agreements”), the form of which is filed as Exhibit 10.8 to this Report and incorporated herein
by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
On June 5, 2026, simultaneously
with the consummation of the Offering, the Company consummated the private placement of 365,000 units to the Sponsor and an aggregate
of 175,000 units to the underwriters (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement
Unit, generating gross proceeds of $5,400,000 (the “Private Placement”). No underwriting discounts or commissions were paid
with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer
not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities
Act. The Private Placement Units are identical to the Units, except that so long as they are held by the initial purchasers or their permitted
transferees, the Private Placement Units (including the securities comprising such units and the Class A ordinary shares issuable
upon exercise of the private placement warrants included in the Private Placement Units) (i) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business
combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants included in the
Private Placement Units held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of
sales in the initial public offering of the Company in accordance with FINRA Rule 5110(g)(8).
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of June 3, 2026,
the following individuals were appointed to the board of directors of the Company: Nicholaos C. Krenteras and Dimitri Goulandris. Accordingly,
effective as of June 3, 2026, the Company’s board of directors is comprised of the following individuals: Ahmed Fattouh, Nicholaos
C. Krenteras and Dimitri Goulandris. Additional information regarding, among other things, each individual’s background, board committee
membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
On June 3, 2026, the Company
entered into the Indemnity Agreements with each of Ahmed Fattouh, Alexey Sokolin, Brandon Bentley, Nicholaos C. Krenteras, Kevin Cox,
and Dimitri Goulandris, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance
expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description of the Indemnity
Agreements is qualified in its entirety by reference to the full text of the form of Indemnity Agreement filed as Exhibit 10.8 to this
Report, which is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On
June 3, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with
the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000
Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares,
par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein
by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended
Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
A total of $201,250,000 ($10.00
per Unit) of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit
of the Company’s public shareholders (the “Trust Account”), with Continental acting as trustee. Except with respect
to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held
in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the Company’s
initial business combination, (b) the redemption of all of the Class A Ordinary Shares included in the Units sold in the Offering (“public
shares”) if the Company is unable to complete its initial business combination within 24 months from the closing of the Offering
or such later time as the shareholders of the Company may approve in accordance with the Amended Articles, subject to applicable law,
and (c) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Amended Articles (A)
to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete
its initial business combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating
to shareholders’ rights or pre-initial business combination activity.
On June 4, 2026, the Company
issued a press release announcing the pricing of the Offering, and on June 5, 2026, the Company issued a press release announcing the
closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated
herein by reference.
Filed exhibits (3)
EX-4.1 4 ea029387301ex4-1.htm WARRANT AGREEMENT, DATED JUNE 3, 2026, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”), dated as of June 3, 2026, is by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company, with offices at 1350 Avenue of the Americas, 2nd Floor, New York, New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State St., 30th Floor, New York, New York 10004, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in a public offering (the “ Public Offering ”) of units (the “ Units ”), each such Unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “ Ordinary Share ”) and one-third of one redeemable warrant (each whole warrant, a “ Public Warrant ”) and, in connection therewith, will issue and deliver up to 5,833,333 Public Warrants in the aggregate (or up to 6,708,333 Public Warrants in the aggregate if the underwriters in …
Open exhibit ↗EX-99.1 12 ea029387301ex99-1.htm PRESS RELEASE, DATED JUNE 4, 2026 Exhibit 99.1 InterPrivate Investment Partners V, Inc. Announces Pricing of $175 Million Initial Public Offering New York, NY, June 4, 2026 - InterPrivate Investment Partners V, Inc. (the “Company”), a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, announced the pricing of its initial public offering of 17,500,000 units at a price of $10.00 per unit on June 3, 2026. The units are expected to be listed for trading on the Nasdaq Global Market under the ticker symbol “IPVVU” beginning June 4, 2026. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares and warrants will be listed on the Nasdaq Global Market under the symbols “IPVV” a…
Open exhibit ↗EX-99.2 13 ea029387301ex99-2.htm PRESS RELEASE, DATED JUNE 5, 2026 Exhibit 99.2 InterPrivate Investment Partners V, Inc. Announces Closing of $201.25 Million Initial Public Offering New York, NY, June 5, 2026 - InterPrivate Investment Partners V, Inc. (the “Company”), a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, announced the closing of its initial public offering of 20,125,000 units, including 2,625,000 units issued pursuant to the exercise of the underwriters’ over-allotment option in full, at a price of $10.00 per unit on June 5, 2026. Total gross proceeds from the offering were $201.25 million before deducting underwriting discounts and commissions and other offering expenses payable by the Company. The units began trading on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “IPVVU” on June 4, 2026. Each unit consists of one Class A ordinary share of the Company and one-third of one redeemable public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary …
Open exhibit ↗