Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on December 15, 2021, InterPrivate III Financial Partners Inc. (“InterPrivate III”) entered into an Amended and Restated Agreement and Plan of Merger (the “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”), which amended and restated the Agreement and Plan Merger Agreement, dated as of August 18, 2021, by and among the Parties (the “Merger Agreement”). The transactions contemplated by the A&R Merger Agreement, amended as described below, are referred to as the “Business Combination.”
On July 18, 2022, the Parties entered into an amendment to the A&R Merger Agreement to extend the Outside Date (as defined in the A&R Merger Agreement) from July 19, 2022 to July 22, 2022.
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, 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