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.