UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 29, 2022
INTERPRIVATE III FINANCIAL PARTNERS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40151 | 85-3069266 | ||
(State
or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
1350 Avenue of the Americas, 2nd Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 920-0125
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERPRIVATE III FINANCIAL PARTNERS INC. | |||
| By: | /s/ Ahmed Fattouh | ||
| Name: | Ahmed Fattouh | ||
| Title: | Chairman and Chief Executive Officer | ||
Dated: December 30, 2022
2
Exhibit 2.1
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of December 29, 2022, by and among InterPrivate III Financial Partners Inc., a Delaware corporation (“Parent”), InterPrivate III Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), InterPrivate III Merger Sub II LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II”), and Aspiration Partners, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub, Merger Sub II, and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement (as defined below).
WHEREAS, the Parties are party to that certain Second Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2022 (the “Merger Agreement”); and
WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein and in accordance with Section 11.12 of the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Merger Agreement in the following respects:
1. Amendment to the Merger Agreement.
| i. | The definition of “Company Preferred Stock” in Section 2 of the Merger Agreement is hereby deleted and replaced in its entirety with the following: |
“ ‘Company Preferred Stock’ shall mean the Company Series A Preferred Stock, Company Series B-1 Preferred Stock, Company Series B-2 Preferred Stock, Company Series B-3 Preferred Stock, Company Series B-4 Preferred Stock, Company Series B-5 Preferred Stock, Company Series C-1 Preferred Stock, Company Series C-2 Preferred Stock, Company Series C-3 Preferred Stock, Company Series C-4 Preferred Stock, Company Series C-5 Preferred Stock, Company Series Seed Preferred Stock, Company Series X Preferred Stock and any other series of preferred stock of the Company issued on or after the date hereof.”
| ii. | The Merger Agreement is hereby amended such that the following definition of “Company Series C-5 Preferred Stock” shall be added to Section 2 of the Merger Agreement: |
“ ‘Company Series C-5 Preferred Stock’ shall mean the Series C-5 Preferred Stock, par value $0.000003 per share, of the Company.”
| iii. | Section 9.01(b) of the Merger Agreement is hereby amended such that the reference to “December 31, 2022” therein shall be amended and replaced with a reference to “March 31, 2023”. |
| iv. | The language in Section 9.03(b) of the Merger Agreement is hereby deleted and replaced in its entirety with the following: |
“(b) The term “Qualifying Termination” means the termination of this Agreement (i) by Parent or the Company pursuant to Section 9.01(b), (ii) by the Company pursuant to Section 9.01(m) or (iii) by Parent pursuant to Section 9.01(n). If a Qualifying Termination occurs, the Company shall be obligated (x) to pay Parent or its designee(s) a termination fee of $7,000,000 in immediately available funds within two Business Days after the Qualifying Termination (the “Qualifying Termination Payment Date”), by wire transfer of immediately available funds to an account designated by Parent in writing and (y) to issue a number of Equity Interests of the Company to Parent calculated as $13,000,000 (A) divided by a price per Equity Interest and on the same terms as (1) those issued to investors in the first issuance or series of related issuance of Equity Interests (other than Derivative Rights) by the Company occurring on or before the date that is 180 days following the termination of this Agreement from which the Company receives immediately available gross proceeds of at least $50,000,000 (a “Qualified Financing”) or (2) in the absence of such Qualified Financing during such period, the last issuance of Company Series C-4 Preferred Stock by the Company immediately prior to the Second Amendment Effective Time or (B) on such other terms as the Company and Parent may mutually agree (clauses (x) and (y) collectively, the “Other Termination Fee” and together with a Minimum Cash Termination Fee, a “Termination Fee”). The issuance of such Equity Interests to Parent shall become payable concurrently with a Qualifying Termination or at such later time as the Company and Parent may mutually agree. Notwithstanding the foregoing, in the event the Other Termination Fee becomes payable to Parent or its designee(s) pursuant to the terms of this Section 9.03(b), any Equity Interests of the Company to be issued to Parent as part of such Other Termination Fee shall not be issued prior to the earlier to occur of (i) the completion of the redemption of all outstanding shares of Parent Class A Stock, including in accordance with Section 9.2(d) of the certificate of incorporation of Parent, such that no shares of Parent Class A Stock remain outstanding, and (ii) the closing of a Business Combination (as defined in the Parent Organizational Documents) involving Parent.”
2. Remaining Effect. Except as amended hereby, the Merger Agreement shall remain in full force and effect and is ratified and affirmed by the Parties. All references to the Merger Agreement set forth therein shall hereafter be deemed to refer to the Merger Agreement as amended by this Amendment.
3. Miscellaneous. Article XI (General Provisions) of the Merger Agreement are hereby incorporated by reference as if fully set forth herein.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first set forth above by their respective officers thereunto duly authorized.
| INTERPRIVATE III FINANCIAL PARTNERS INC. | ||
| By: | /s/ Ahmed Fattouh | |
| Name: | Ahmed Fattouh | |
| Title: | Chief Executive Officer & Chairman | |
| INTERPRIVATE III MERGER SUB INC. | ||
| By: | /s/ Ahmed Fattouh | |
| Name: | Ahmed Fattouh | |
| Title: | Director | |
| INTERPRIVATE III MERGER SUB II LLC | ||
By: |
INTERPRIVATE III FINANCIAL | |
PARTNERS, INC., as Sole Member | ||
| By: | /s/ Ahmed Fattouh | |
| Name: | Ahmed Fattouh | |
| Title: | Chief Executive Officer & Chairman | |
| ASPIRATION PARTNERS, INC. | ||
| By: | /s/ Olivia Albrecht Pieter | |
| Name: | Olivia Albrecht | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to
Second Amended and Restated Agreement and Plan of Merger]