Aspiration Partners, Inc. executed a non-binding term sheet to acquire InterPrivate III Financial Partners Inc. (NYSE:IPVF) from InterPrivate Acquisition Management III, LLC and others for $2.7 billion in a reverse merger transaction on March 16, 2021. Aspiration Partners, Inc. entered into a definitive merger agreement to acquire InterPrivate III Financial Partners Inc. from InterPrivate Acquisition Management III, LLC and others in a reverse merger transaction on August 18, 2021. Consideration to Aspiration?s shareholder will comprise at least 175 million shares of InterPrivate III common stock, as well as up to an additional 100 million shares based on the performance in the share price over a 5-year period. In addition, funds and accounts managed by Financière Agache (the Bernard Arnault family office), Doha Venture Capital (Qatar), Capricorn Investment Group, Serengeti Asset Management, Brand Capital International (the strategic investment arm of The Times Group), Western & Southern Life Insurance, InterPrivate Capital, AGO Partners, and Drake are leading participants in the $200 million PIPE at a price of $10.00 per share of common stock of InterPrivate III immediately prior to the closing of the transaction. Current shareholders of Aspiration will maintain approximately 77% stake of resulting issuer, based on 100% roll-over of their existing ownership. InterPrivate III public shareholders will own 11%, PIPE investors will own 9% and InterPrivate III sponsor shares will own 3% stake in the resulting issuer. Pursuant to the Merger Agreement, Merger Sub will merge with and into Aspiration with Aspiration surviving such merger as a wholly owned subsidiary of InterPrivate III (the ?First Merger?) and, immediately following the First Merger and as part of the same overall transaction as the First Merger, the surviving corporation will merge with and into Merger Sub II with Merger Sub II surviving such merger (the ?Second Merger?). Upon closing of the transaction, the company will be named Aspiration, Inc., and is expected to be listed on the New York Stock Exchange under the new ticker symbol ?ASP.? Aspiration will be required to pay InterPrivate III (i) a termination fee of $30 million if Aspiration terminates the A&R merger agreement because the minimum cash condition is unsatisfied on or prior to the closing date and (ii) a termination fee of $17 million if InterPrivate III terminates the A&R merger agreement during the period beginning three business days following the Outside Date if the approval of the stockholders of InterPrivate III has been obtained and the minimum cash condition is unsatisfied. As of December 30, 2022, The previous Merger Agreement is hereby deleted and replaced in its entirety with the following: Aspiration if terminates merger agreement then it needs to pay a termination fee of $7,000,000 in immediately available funds within two Business Days after the Qualifying Termination, by wire transfer of immediately available funds to an account designated by InterPrivate III Financial Partners in writing and to issue a number of Equity Interests of the Aspiration Partners to InterPrivate III Financial Partners calculated as $13,000,000 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 Aspiration Partners occurring on or before the date that is 180 days following the termination of this Agreement from which the Aspiration Partners receives immediately available gross proceeds of at least $50,000,000.

Andrei Cherny, Chief Executive Officer and Co-Founder of Aspiration, will remain the Chief Executive Officer of the combined company while Joe Sanberg, Co-Founder and Board Member of Aspiration, will continue to serve on the Board. The transaction is subject to approval by InterPrivate III?s stockholders and Aspiration?s stockholders; the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act; the shares of resulting issuer Class A common stock to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange; InterPrivate III shall have at least $5,000,001 of net tangible assets; effectiveness of the Registration Statement; receipt of approval of the Business Combination from the Financial Industry Regulatory Authority Inc.; and the receipt of certain regulatory approvals. The boards of directors for both Aspiration and InterPrivate III have unanimously approved the proposed business combination. The transaction is expected to close in the fourth quarter of 2021. As of December 1, 2021, the business combination is expected to close in the first quarter of 2022. On December 21, 2022, InterPrivate III Financial Partners Inc. held a special meeting of stockholders, where stockholders approved an amendment to the Company?s Amended and Restated Certificate of Incorporation to extend the date by which the Company must complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination involving the Company and one or more businesses (a ?business combination?) from March 9, 2023 to April 9, 2023, and to allow the Company to elect to further extend in one-month increments up to two additional times, or a total of up to three months after March 9, 2023, until June 9, 2023. 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. On March 29, 2023, the Board determined to implement a second Extension and to extend the Deadline Date for an additional month to May 9, 2023. In connection with the Extension, the Company deposited $120,100.56 to the Company?s trust account on April 4, 2023. On March 30, 2023, the Parties entered into an amendment (the ?Amendment?) to the Second A&R Merger Agreement to extend the Outside Date from March 31, 2023 to May 1, 2023. On April 29, 2023, the Parties entered into an amendment (the ?Amendment?) to the Second A&R Merger Agreement to extend the Outside Date from May 1, 2023 to June 2, 2023. As of May 3, 2023, the board of directors (the ?Board?) has decided to extend the date by which the Company must consummate an initial business combination (the ?Deadline Date?) from May 9, 2023 for an additional month, to June 9, 2023, the third of three potential one-month extensions of the Deadline Date available to the Company. In connection with the Extension, the Company deposited $120,100.56 to the Company?s trust account on May 3, 2023.

Citigroup Global Markets Inc. is acting as financial advisor, Union Square Advisors is acting as capital markets advisor, and Justin G. Hamill, Benjamin Potter, Rachel Sheridan, Shagufa Hossain, Grace Lee, Michelle Carpenter, Haim Zaltzman, Elizabeth Oh, JD Marple, Stephen Wink, Nabil Sabki, Amanda Reeves, Joseph Simei and Peter Todaro of Latham & Watkins are acting as legal advisors to Aspiration. Morgan Stanley & Co. LLC and PJT Partners LP are acting as financial advisors to InterPrivate III, Early Bird Capital is acting as capital markets advisor to InterPrivate III, and InterPrivate Capital is acting as strategic advisor to InterPrivate III. Bryan Luchs, Andrew J. Ericksen, Bill Parish, Hannah Craft, Claudette Druehl, Laura Sizemore, Taylor Pullins, Victoria Rosamond, Arlene Arin Hahn, Douglas Landy, Steven Lutt, Sang Ji, Paul Pittman and Rebecca Farrington of White & Case LLP are acting as legal advisors to InterPrivate III.

Aspiration Partners, Inc. cancelled the acquisition of InterPrivate III Financial Partners Inc. (NYSE:IPVF) from InterPrivate Acquisition Management III, LLC and others on August 22, 2023. Such termination constitutes a Qualifying Termination (as defined in the Second A&R Merger Agreement) pursuant to Section 9.03(b) of the Second A&R Merger Agreement. InterPrivate III cannot provide any assurance that it will receive the termination payments to which it is entitled under the Second A&R Merger Agreement or the timing thereof.