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. 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.

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.

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 advisor 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. Morgan Stanley & Co. LLC is acting as lead placement agent for the PIPE financing, Citigroup Global Markets Inc. and PJT Partners LP are acting as co-placement agents for the PIPE financing, and Rob Ryan of Sidley Austin LLP is acting as legal advisor to the placement agents. Morrow Sodali LLC is the proxy solicitor of InterPrivate III. Continental Stock Transfer & Trust Company is the transfer agent for the shares of InterPrivate III.