InterPrivate Investment Partners V, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On June 5, 2026, we consummated the Initial Public Offering of 20,125,000 Units. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $201,250,000. Cantor acted as sole book-running manager and EarlyBirdCapital, Inc. acted as co-manager, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-295323). The Securities and Exchange Commission declared the registration statement effective on June 3, 2026. Simultaneous with the consummation of the Initial Public Offering, the Company consummated the private placement of 365,000 Private Placement Units to the Sponsor and an aggregate of 175,000 Private Placement Units to the underwriters at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,400,000. Each Private Placement Unit consists of one Class A ordinary share and one-third of one redeemable warrant (each “Private Placement Warrant”, collectively the “Private Placement Warrants”). Of those 540,000 Private Placement Units, the Sponsor purchased 365,000 Private Placement Units, and the underwriters purchased 175,000 Private Placement Units (Cantor purchased 166,250 private placement units and EBC purchased 8,750 private placement units). The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $201,250,000 was placed in the Trust Account. We incurred transaction costs of $12,676,645, consisting of $3,500,000 of cash underwriting fees, $8,575,000 of deferred underwriting fees, and $601,645 of other offering costs. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures None