InterPrivate III Financial Partners Inc. (NYSE:IPVF) announced this afternoon that it has terminated its combination with ESG-focused financial services firm Aspiration, effective August 29.
The SPAC did not disclose further information as to why the parties nixed the deal. But, since this merger agreement was amended previously and included additional language around termination in section 9.03(b), it appears IPVF is entitled to a termination fee. In simplified terms, the Second Amended and Restated Merger Agreement notes that in a qualifying termination, InterPrivate III is entitled to receive a termination fee of $7 million. Plus, IPVF is entitled to equity interests equaling $13 million, but only if Aspiration raises at least $50 million within 180 days of the termination.
However, InterPrivate III noted that it “cannot provide any assurance that it will receive the termination payments to which it is entitled.”
Additionally, IPVF notes that the termination constitutes a “qualifying termination” pursuant to Section 9.01 of the amended merger agreement. This states that the deal can be terminated for any reason at any time following the 90th day after the second amendment date, but before the outside date of August 31. The date of the Second Amended and Restated Merger Agreement was July 21, 2022.
The parties inked the $1.9 billion deal in August 2021, almost exactly two years ago. Marina del Rey, California-based Aspiration provides a fintech platform allowing consumer and business customers to make and track sustainability impacts with their payments activity.
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