Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on July 21, 2022, InterPrivate III Financial Partners
Inc. ("InterPrivate III") entered into a Second Amended and Restated Agreement
and Plan of Merger (the "Second A&R Merger Agreement"), by and among
InterPrivate III, InterPrivate III Merger Sub Inc., a wholly owned subsidiary of
InterPrivate III ("Merger Sub"), InterPrivate III Merger Sub II LLC, a wholly
owned subsidiary of InterPrivate III ("Merger Sub II"), and Aspiration Partners,
Inc. ("Aspiration" and, together with InterPrivate III, Merger Sub, Merger Sub
II and Aspiration, the "Parties"). The transactions contemplated by the Second
A&R Merger Agreement, amended as described below, are referred to as the
"Business Combination."
On December 29, 2022, the Parties entered into an amendment (the "Amendment") to
the Second A&R Merger Agreement to (i) extend the Outside Date (as defined in
the Second A&R Merger Agreement) from December 31, 2022 to March 31, 2023, (ii)
provide that the Other Termination Fee (as defined in the Second A&R Merger
Agreement) is payable if the Second A&R Merger Agreement is terminated by either
Aspiration or InterPrivate III for convenience (and not pursuant to any other
enumerated termination right) and (iii) include Aspiration's recently issued
Series C-5 Preferred Stock, par value $0.000003 per share, within the definition
of "Company Preferred Stock."
The foregoing description of the Amendment does not purport to be complete and
are qualified in their entirety by the terms and conditions of the Amendment, a
copy of which is included as Exhibit 2.1 hereto and is incorporated herein by
reference.
Important Information about the Business Combination and Where to Find It
The Business Combination will be submitted to stockholders of InterPrivate III
for their consideration. InterPrivate III has filed a registration statement
with the SEC, which includes a preliminary proxy statement / prospectus, which
when definitive, will be distributed to InterPrivate III's stockholders in
connection with InterPrivate III's solicitation for proxies for the vote by
InterPrivate III's stockholders in connection with the Business Combination and
other matters as described in the registration statement, as well as the
prospectus relating to the offer of the securities to be issued to Aspiration's
stockholders in connection with the completion of the Business Combination.
After the registration statement has been declared effective, InterPrivate III
will mail a definitive proxy statement and other relevant documents to its
stockholders as of the record date established for voting on the Business
Combination. InterPrivate III's stockholders and other interested persons are
advised to read the preliminary proxy statement / prospectus and any amendments
thereto and, once available, the definitive proxy statement / prospectus, in
connection with InterPrivate III's solicitation of proxies for its special
meeting of stockholders to be held to approve, among other things, the Business
Combination, because these documents will contain important information about
InterPrivate III, Aspiration and the Business Combination. Stockholders may also
obtain a copy of the preliminary proxy statement or definitive proxy statement,
once available, as well as other documents filed with the Securities and
Exchange Commission (the "SEC") regarding the Business Combination and other
documents filed with the SEC by InterPrivate III, without charge, at the SEC's
website located at www.sec.gov or from InterPrivate III's website at
https://ipvspac.com/ipvf or by written request to InterPrivate III at
InterPrivate III Financial Partners, 1350 Avenue of the Americas, 2nd Floor, New
York, NY 10019.
Participants in the Solicitation
InterPrivate III, Aspiration and certain of their respective directors,
executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitations of proxies from
InterPrivate III's stockholders in connection with the Business Combination.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of InterPrivate III's stockholders in
connection with the Business Combination is forth in InterPrivate III's proxy
statement / prospectus. You can find more information about InterPrivate III's
directors and executive officers in InterPrivate III's final prospectus dated
March 4, 2021, filed with the SEC on March 9, 2021. Additional information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests is included in the proxy statement / prospectus
and other relevant materials to be filed with the SEC when they become
available. Stockholders, potential investors and other interested persons should
read the proxy statement / prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents from the
sources indicated above.
Forward-Looking Statements
This Form 8-K includes "forward-looking statements" within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may generally be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target," "may," "should,"
"predict," "potential," "seem," "future," "outlook" or other similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding InterPrivate III's and Aspiration's
expectations with respect to future performance, estimates and forecasts of
other financial and performance metrics, projections of market opportunity and
market share and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the completion of the Business Combination. These statements are based
on various assumptions, whether or not identified herein, and on the current
expectations of Aspiration's and InterPrivate III's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions, and such
differences may be material. Many actual events and circumstances are beyond the
control of Aspiration and InterPrivate III.
These forward-looking statements are subject to a number of risks and
uncertainties, including inability to complete the Business Combination or, if
InterPrivate III does not complete the Business Combination, any other business
combination; the inability to complete the Business Combination due to the
failure to meet the closing conditions to the Business Combination, including
the inability to obtain approval of InterPrivate III's stockholders, the
inability to consummate the contemplated PIPE financing, the failure to achieve
the minimum amount of cash available following any redemptions by InterPrivate
III stockholders, the failure to meet the NYSE listing standards in connection
with the consummation of the Business Combination, or the occurrence of any
event, change or other circumstances that could give rise to the termination of
the definitive agreement; costs related to the Business Combination; a delay or
failure to realize the expected benefits from the Business Combination; risks
related to disruption of management time from ongoing business operations due to
the Business Combination; the impact of the ongoing COVID-19 pandemic; the risk
that Aspiration may not be able to execute its growth strategies or achieve and
maintain profitability; the uncertainty of Aspiration's projected financial
information; changes regarding the development of the sustainability industry,
the markets that Aspiration targets, customer demand and the ability of
Aspiration to maintain and enhance its brand; changes in the highly competitive
market in which Aspiration competes, including with respect to its competitive
landscape, rapid technological change or regulatory changes; uncertainties
surrounding Aspiration's expansion of products and service offerings; the
ability of Aspiration to maintain strategic relationships and execute on
strategic transactions; extensive governmental regulation and scrutiny
applicable to Aspiration and its subsidiaries, including as a result of certain
of its subsidiaries being subject to SEC and FINRA rules and net capital
requirements; the ability of Aspiration to adhere to legal requirements with
respect to the protection of personal data and privacy laws; cybersecurity
risks, data loss and other breaches of Aspiration's network security and the
disclosure of personal information; the risk of regulatory lawsuits or
proceedings relating to Aspiration's products or services; the risk that
Aspiration is unable to secure or protect its intellectual property; the limited
experience of Aspiration's management in operating a public company; underlying
assumptions and data with respect to Aspiration's key performance indicators and
other business metrics that may be (or may be perceived to be) inaccurate; the
risk that Aspiration may not be able to develop and maintain effective internal
controls; the outcome of any legal proceedings that may be instituted against
InterPrivate III, Aspiration or any of their respective directors or officers
following the announcement of the Business Combination; the failure to realize
anticipated pro forma results and underlying assumptions, including with respect
to estimated stockholder redemptions and purchase price and other adjustments
and those factors discussed in InterPrivate III's annual report on Form 10-K for
the year ended December 31, 2021, Quarterly Report on Form 10-Q for the quarter
ended March 31, 2022, Quarterly Report on Form 10-Q for the quarter ended June
30, 2022, Quarterly Report on Form 10-Q for the quarter ended September 31, 2022
and the definitive proxy statement filed on December 5, 2022, in each case under
the heading "Risk Factors," and other documents of InterPrivate III filed, or to
be filed, with the SEC. These risks and uncertainties may be amplified by the
ongoing COVID-19 pandemic, which has caused significant economic uncertainty. If
any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither
Aspiration nor InterPrivate III presently know or that Aspiration and
InterPrivate III currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Aspiration's and InterPrivate III's
expectations, plans or forecasts of future events and views as of the date of
this Form 8-K. Aspiration and InterPrivate III anticipate that subsequent events
and developments will cause Aspiration's and InterPrivate III's assessments to
change. However, while Aspiration and InterPrivate III may elect to update these
forward-looking statements at some point in the future, Aspiration and
InterPrivate III specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing
Aspiration's and InterPrivate III's assessments as of any date subsequent to the
date of this Form 8-K. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
No Offer or Solicitation
This Form 8-K shall not constitute a proxy statement or the solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Business Combination. This Form 8-K shall also not constitute an offer to
sell or the solicitation of an offer to buy or subscribe for any securities or a
solicitation of any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Amendment No. 1, dated as of December 29, 2022, to Second Amended and
Restated Agreement and Plan of Merger, dated July 21, 2022, by and among
InterPrivate III Financial Partners Inc.,
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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