InterPrivate III Financial Partners Inc. *

LIQUIDATION – 12/6/23 – LINK

• The Company anticipates that the last day of trading in the Class A ordinary shares will be December 8, 2023.
  • The per-share redemption price will be approximately $10.75

The below-announced combination was terminated on 8/22/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Aspiration Partners, Inc.

ENTERPRISE VALUE: $1.943 billion

ANTICIPATED SYMBOL: ASP

InterPrivate III Financial Partners Inc. proposes to combine with Aspiration Partners, Inc., a global leader in Sustainability as a Service solution for consumers and companies.

Aspiration offers an ecosystem of sustainable banking services, credit cards, and investment products that help customers keep their deposits out of fossil fuels, automatically plant trees with every card purchase, and track business and personal Planet & People impact scores so they can shop with a conscience.

Aspiration’s technology and tools also provide bundled solutions that help businesses meet the demand for sustainability from their customers and employees by offsetting their carbon footprints and developing co-branded products and services that mitigate climate change.

The Company’s corporate partners range from software publisher Intuit to NEU Community, which is launching a community of sustainable homes outside of Austin TX in partnership with Aspiration.

Over five million Americans have signed up as members, joining one of the largest communities of Conscious Consumers in the world. The company has a revenue run rate in excess of $100 million as of June 2021 and has driven over 7x growth in the past year.

Aspiration’s sustainable impact grows alongside its financial success. In the past year alone, Aspiration’s individual and business customers have funded the reforestation of over 35 million trees, planting on average more trees each day than there are in New York’s Central Park. The cumulative climate impact of the Aspiration community thus far is the equivalent of taking every car in the state of Connecticut off the road for a year.

EXTENSION – 6/8/23 – LINK

• The SPAC approved the extension from June 9, 2023 to March 9, 2024.
  • 1,542,147 shares were redeemed for $10.39 per share.
  • $21K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 5/1/23 – LINK

• The Parties extended the Outside Date from May 1, 2023 to June 2, 2023.

SUBSEQUENT EVENT – 3/31/23 – LINK

• On March 30, 2023, the Parties extended the Outside Date from March 31, 2023, to May 1, 2023.

SUBSEQUENT EVENT – 12/30/22 – LINK

• On December 29, 2022, the Parties entered into an 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 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.”

EXTENSION – 12/27/22 – LINK

• The SPAC confirmed the extension from March 9, 2023 to 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.
  • 23,873,324 shares were redeemed at the meeting.

SUBSEQUENT EVENT – 12/15/22 – LINK

• The Company has determined to modify the terms of the potential Extension, to provide that the amount that the Company will contribute funds from its working capital account, or if such working capital account is depleted, then Interprivate Acquisition Management III, LLC, the Company’s sponsor, has agreed to lend to the Company per month of the Extension, which the Company shall deposit into the trust account, would be an amount determined by multiplying $0.06 by the number of public shares outstanding following any redemptions of public shares effected in connection with the Special Meeting, up to a maximum of $210,000 per month and $630,000 in the aggregate if all three extensions are implemented, instead of the fixed amount of $25,000 per month described in the Definitive Proxy Statement.
• Additionally, if the Extension is implemented, the Company plans to deposit the remaining amount of funds in its trust account into a variable interest-bearing account currently expected to yield approximately 3.0% per annum following the 24-month anniversary of its IPO.

SUBSEQUENT EVENT – 7/21/22 – LINK

• On July 21, 2022, the Parties extended the Outside Date from July 22, 2022., to December 31, 2022.

SUBSEQUENT EVENT – 7/19/22 – LINK

• On July 18, 2022, the Parties extended the Outside Date from July 19, 2022, to July 22, 2022.

SUBSEQUENT EVENT – (LINK)

On December 15, 2021, Aspiration Partners, Inc. and InterPrivate III Financial Partners Inc. announced that Aspiration and InterPrivate III had secured $315 million of incremental equity financing. The new financing includes $250 million in proceeds from the issuance of Aspiration Series X Preferred Stock, $50 million of investment in the form of mandatorily convertible pre-merger securities of Aspiration and $15 million of investment in the form of a private placement of InterPrivate III common stock PIPE priced at $11 per share closing concurrently with the Business Combination. In connection with such transactions, Aspiration and InterPrivate III entered into certain agreements and amended certain existing agreements as described herein.

• $200,000,000 of which will initially be issued into escrow in connection with private placements entered into with certain accredited investors to close concurrently with the closing of the Business Combination pursuant to which, among other things, InterPrivate III has agreed to issue and sell an aggregate of 20,000,000 shares of InterPrivate III Class A common stock, at a purchase price of $10.00 per share (the “PIPE Investment”) and up to $77,828,400 of which will be initially issued into escrow for the benefit of the holders of Aspiration’s convertible senior notes. The shares of Class A common stock issued into escrow at the effective time of the Business Combination will be released to InterPrivate III to the extent InterPrivate III is obligated to issue Additional Shares
• Each Aspiration stockholder and each holder of a vested Aspiration option (as defined below) shall also receive a contingent right to receive a pro rata portion of up to 100,000,000 shares of Class A common stock of New Aspiration (the “Contingent Consideration”).
  • The Contingent Consideration may be earned in five equal tranches of 20,000,000 shares of New Aspiration Class A common stock
    • (x) when the closing price of New Aspiration Class A common stock equals or exceeds:
      • (i) $12.50 per share prior to the 18-month anniversary of the Effective Time
      • (ii) $15.00 per share prior to the 36-month anniversary of the Effective Time
      • (iii) $17.50 per share prior to the 36-month anniversary of the Effective Time
      • (iv) $20.00 per share prior to the 48-month anniversary of the Effective Time
      • (v) $25.00 per share prior to the 60-month anniversary of the Effective Time, in each case, as measured over any 20 trading days within any 30-day trading period prior to the end of the relevant time period applicable to each such earn out tranche or
    • (y) when New Aspiration consummates a change of control transaction that entitles its stockholders to receive a per share consideration of at least $12.50, $15.00, $17.50, $20.00 and $25.00, as applicable.
  • Any right to Contingent Consideration that remains unvested on the first business day after five years from Effective Time will be forfeited without any further consideration.

A&R Merger Agreement amended certain closing conditions and termination provisions

• Aspiration will be able to terminate the A&R Merger Agreement in the event that the dollar amount of InterPrivate III’s trust account after giving effect to applicable redemptions, the gross proceeds from the issuance of Aspiration Series X Preferred Stock, the PIPE and any pre-Closing junior equity financing, taken together as a whole, is less than $450,000,000 on or prior to the Closing Date (“Minimum Cash Condition”)
• Each party’s ability to terminate the A&R Merger Agreement if the Closing has not occurred on or before May 18, 2022 (the “Outside Date”) will be extended to July 19, 2022 if the Registration Statement on Form S-4, which will include the proxy statement/prospectus of InterPrivate III, has not been declared effective by April 18, 2022, provided that if the approval of the stockholders of InterPrivate III is obtained at least five business days before the Outside Date, Aspiration will have no right to terminate the A&R Merger Agreement pursuant to this termination right if the Business Combination has not closed by the Outside Date solely as a result of the Minimum Cash Condition having not been satisfied on or prior to the Closing Date.
• Aspiration will be required to pay InterPrivate III:
  • (i) a termination fee of $30,000,000 if Aspiration terminates the A&R Merger Agreement because the Minimum Cash Condition is unsatisfied on or prior to the Closing Date
  • (ii) a termination fee of $17,000,000 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

Series X Preferred Stock Purchase Agreement

• Concurrently with the execution of the A&R Merger Agreement, InterPrivate III and Aspiration entered into a Series X Preferred Stock Purchase Agreement with OCM Aspiration Holdings, LLC. Pursuant to the Purchase Agreement, Aspiration has agreed to issue and sell to the Purchaser an aggregate of 27,777,777 shares of a newly designated series of preferred stock designated as Series X Preferred Stock of Aspiration, par value $0.000003 per share, for an aggregate purchase price of $250,000,000, which is net of the original issue discount of 10%, with shares of Aspiration Series X Preferred Stock having the powers, designations, preferences and other rights set forth in the Aspiration Certificate of Designations.
  • Pursuant to the New Aspiration Certificate of Designations, New Aspiration will also be required to maintain a minimum cash balance of $50,000,000 at all times so long as the New Aspiration Series X Preferred Stock remains outstanding. However, if Aspiration and its subsidiaries have less than $10,000,000 in outstanding indebtedness, the required minimum cash balance is reduced to $30,000,000.

Redemption Rights and Series X Redemption Price

• New Aspiration will have the right to redeem all or any portion of the New Aspiration Series X Preferred Stock at any time by paying the applicable Series X Redemption Price; provided, however, that no optional redemption will be permitted that would result in less than 33% of the shares of New Aspiration Series X Preferred Stock that are issued on the Closing Date to remain outstanding following such redemption unless all remaining shares of New Aspiration Series X Preferred Stock are redeemed.
• Each holder of New Aspiration Series X Preferred Stock will have the option to require New Aspiration to redeem any portion of the New Aspiration Series X Preferred Stock at the Series X Redemption Price:
  • (i) at any time after the ninth anniversary of the Closing Date
  • (ii) upon the occurrence of a Major Event at the election of the holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock.
• New Aspiration will be required to redeem all of the outstanding shares of New Aspiration Series X Preferred Stock at the Series X Redemption Price automatically upon the occurrence of a change of control, a Liquidation or an insolvency event.

Sponsor Side Letter

• On December 15, 2021, Aspiration and the Sponsor entered into a side letter agreement, pursuant to which Sponsor agreed to forfeit up to 1,300,000 shares of InterPrivate III Class B common stock on the Closing Date, subject to certain conditions.
  • Pursuant to the Sponsor Side Letter, if on the Closing Date
    • (i) the dollar amount of any cash investments for InterPrivate III Class A common stock or Aspiration capital stock by the Sponsor, any affiliate of the Sponsor or any person or entity first introduced to Aspiration by the Sponsor and who is not a PIPE Investor as of the Amendment Date, in each case, who agrees to make such an investment in InterPrivate III Class A common stock or in Aspiration or that agrees not to redeem shares of InterPrivate III Class A common stock in connection with the vote of the stockholders of InterPrivate III to approve the Business Combination.
    • (ii) the dollar value of any shares of InterPrivate III Class A common stock not redeemed by a Sponsor Party at the Closing is less than $50,000,000, the Sponsor will forfeit concurrently with the Closing a number of shares of InterPrivate III Class B common stock held by it equal to the greater of
      • (i) the product of 50.0% multiplied by the per share merger consideration value of any additional shares of Aspiration capital stock issued upon conversion of Aspiration’s outstanding convertible notes pursuant to the terms of such convertible notes divided by $10.00
      • (ii) the product of 26.0% multiplied by the amount by which the Threshold Amount exceeds the Sponsor Closing Investment divided by $10.00.

Subscription Agreement

• In connection with the Series X Financing, InterPrivate III and the Purchaser entered into a subscription agreement, pursuant to which, among other things, InterPrivate III agreed to issue and sell, in a private placement to close concurrently with the Closing, an aggregate of 1,363,636 shares of InterPrivate III Class A common stock, at a purchase price of $11.00 per share, for an aggregate purchase price of approximately $15,000,000.

Dividends

• The dividend rate with respect to the New Aspiration Series X Preferred Stock will be either 8.0% per year in cash or, if not paid in cash, will be paid “in-kind” by accruing at a rate of 8.0%, 11.0% or 12.0% per year for any dividend period ending on or prior to the second anniversary of the Closing Date, between the second and third anniversaries of the Closing Date or between the third and fourth anniversaries of the Closing Date, respectively.
• New Aspiration may elect either form of dividend payment until the fourth anniversary of the Closing Date, and dividends must be paid in cash thereafter.
• Each of the dividend rates set forth above will increase by:
  • (i) 5.0% per annum
    • (a) if New Aspiration fails to pay any dividend that is required to be paid in cash if surplus cash is available
    • (b) if New Aspiration defaults on payment with respect to a Liquidation or redemption
    • (c) if New Aspiration is in material breach of certain covenants under the New Aspiration Certificate of Designations, subject to certain cure periods
    • (d) if New Aspiration experiences a bankruptcy or insolvency event, whether voluntary or involuntary
    • (e) if New Aspiration fails to deliver New Aspiration Class A common stock to a holder of New Aspiration Series X Preferred Stock upon the valid exercise of the Warrant
    • (f) if New Aspiration fails to pay any dividend that is required to be paid in cash if surplus cash is unavailable
    • (g) if New Aspiration is in material breach of certain other covenants under the New Aspiration Certificate of Designations, subject to certain cure periods
    • (h) if New Aspiration defaults on outstanding indebtedness or if outstanding indebtedness is accelerated, in each case, in excess of $50,000,000
      • (i) if New Aspiration fails to pay an applicable final judgment in excess of $25,000,000
      • (ii) 3.0% per annum if New Aspiration is in material breach of certain other covenants under the New Aspiration Certificate of Designations that is not a Major Event or Medium Event, subject to certain cure periods (the dividend rate as increased in each of the foregoing cases, the “Noncompliance Incremental Rate”).
  • In addition, if InterPrivate III does not have at least $200,000,000 of cash at the Closing, the dividend rates set forth above will increase by 5.0% per annum and will remain in effect until, after the Closing Date, New Aspiration has $200,000,000 of cash.
  • New Aspiration may elect to pay both the Noncompliance Incremental Rate and the de-SPAC Incremental Rate in cash or “in-kind.”

TRANSACTION

• The transaction implies a pro forma equity valuation for Aspiration of $2.3 billion, or 7.7x implied enterprise value to projected 2022 revenue of $254 million and 3.8x projected revenue of $508 million for 2023.
• Consideration to Aspiration’s shareholders 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.
• After giving effect to the transaction, the Company is expected to have over $400 million of cash to accelerate Aspiration’s growth initiatives, which include marketing and further investment in product innovation and technology.

PIPE

• $200 million PIPE at a price of $10.00 per share of common stock of InterPrivate III with leading participants from:
  • 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.
• In connection with the Series X Financing, InterPrivate III and the Purchaser entered into a subscription agreement, pursuant to which, among other things, InterPrivate III agreed to issue and sell, in a private placement to close concurrently with the Closing, an aggregate of 1,363,636 shares of InterPrivate III Class A common stock, at a purchase price of $11.00 per share, for an aggregate purchase price of approximately $15,000,000.

LOCK-UP

• The Sponsor and its directors and executive officers are subject to certain restrictions on transfer with respect to their shares of New Aspiration common stock pursuant to that certain Letter Agreement, dated as of March 4, 2021, by and among InterPrivate III, the Sponsor, and the other parties signatory thereto.
• Such restrictions end on the date that is one year following the Closing, or are subject to an early price-based release with respect to 50% of such shares if the price per share of New Aspiration Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period following the Closing.

EARNOUT

• 20M shares (in each case) that vest if the company’s stock reaches a VWAP for any 20 trading days within any 30 trading day period of:
  • $12.50 share price over the first 18 months
  • $15.00 share price over the first 36 months
  • $17.50 share price over the first 36 months
  • $20.00 share price over the first 48 months
  • $25.00 share price over the first 60 months

NOTABLE CONDITIONS TO CLOSING

• InterPrivate III having at least $200,000,000 of cash at the Closing.
  • Aspiration will be able to terminate the A&R Merger Agreement in the event that the dollar amount of InterPrivate III’s trust account after giving effect to applicable redemptions, the gross proceeds from the issuance of Aspiration Series X Preferred Stock, the PIPE and any pre-Closing junior equity financing, taken together as a whole, is less than $450,000,000 on or prior to the Closing Date (“Minimum Cash Condition”)

NOTABLE CONDITIONS TO TERMINATION

• Subsequent Event – The Parties extended the Outside Date from May 1, 2023 to June 2, 2023.
• Subsequent Event – On March 30, 2023, the Parties extended the Outside Date from March 31, 2023, to May 1, 2023.
• Subsequent Event – On December 29, 2022, the Parties entered into an amendment to the Second A&R Merger Agreement to extend the Outside Datex from December 31, 2022, to March 31, 2023,
• Subsequent Event – On July 21, 2022, the Parties extended the Outside Date from July 22, 2022., to December 31, 2022.
• Subsequent Event – On July 18, 2022, the Parties extended the Outside Date from July 19, 2022, to July 22, 2022.
• By either InterPrivate III or Aspiration if the Closing has not occurred on or before May 18, 2022.
  • Each party’s ability to terminate the A&R Merger Agreement if the Closing has not occurred on or before May 18, 2022 (the “Outside Date”) will be extended to July 19, 2022 if the Registration Statement on Form S-4, which will include the proxy statement/prospectus of InterPrivate III, has not been declared effective by April 18, 2022, provided that if the approval of the stockholders of InterPrivate III is obtained at least five business days before the Outside Date, Aspiration will have no right to terminate the A&R Merger Agreement pursuant to this termination right if the Business Combination has not closed by the Outside Date solely as a result of the Minimum Cash Condition having not been satisfied on or prior to the Closing Date.

ADVISORS

• Citigroup Global Markets Inc. is acting as financial advisor to Aspiration
• Union Square Advisors is acting as capital markets advisor to Aspiration
• Latham & Watkins is 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,
• InterPrivate Capital is acting as strategic advisor to InterPrivate III.
• White & Case LLP is acting as legal advisor 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
• Sidley Austin LLP is acting as legal advisor to the placement agents.

MANAGEMENT & BOARD

Executive Officers

Ahmed Fattouh, 47
Chief Executive Officer and Chairman

Mr. Fattouh has over 25 years of private equity and M&A experience. Since 2017, he has been a Founder Member and the Chief Executive Officer of InterPrivate LLC, a private investment firm that invests on behalf of a consortium of family offices in partnership with independent sponsors from leading private equity firms with strong relationships with former portfolio companies. Mr. Fattouh’s blank check company experience includes serving as Chairman and CEO of InterPrivate Acquisition Corp., which announced its intent to combine with Aeva Inc. in November 2020, and senior advisor to Tuscan Holdings Corp., which announced its intent to combine with Microvast Inc. in February 2021. In 2001, Mr. Fattouh became a Founding Member and the Chief Executive Officer of Landmark Value Investments, an asset management firm. He also served as the Managing Member of Landmark Value Strategies, Landmark Activist Strategies, Landmark Credit Strategies, the Landmark Real Assets Fund, the Landmark Protection Fund, Globalist Value Strategies and the Globalist MENA Fund. Mr. Fattouh is a former member of the private equity group at Investcorp International and the M&A Department of Morgan Stanley & Co. in New York. He has executed transactions involving industry leaders, including RJR Nabisco, Mobil Corporation, Ampolex, IBM, Elf Atochem, Tivoli Systems, Eagle Industries, Amerace, Washington Energy, Puget Power, Synergy Gas, KKR, Saks Fifth Avenue, Werner Ladder, Falcon Building Products, LVMH, Bliss, Eastern Software, Sumo Logic, and Fidelity National. Mr. Fattouh previously served as a director of Columbia Medical Products, the Del Grande Dealer Group, Massmedium, and Collective Sense. Mr. Fattouh received a B.S. in Foreign Service from Georgetown University.

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Nicholaos Krenteras, 50 [Resigned 9/2/22]
President & Director

Mr. Krenteras’ blank check company experience includes serving as an advisor to InterPrivate Acquisition Corp., and he has also served as an advisor to other InterPrivate-affiliated investment vehicles. Mr. Krenteras has a 20-year career in financial services including serving as a Partner and Managing Director for 14 years at Pine Brook Partners, a New York-based private equity firm with more than $3 billion in assets under management. Pine Brook and InterPrivate have worked together closely, jointly pursuing and completing financial services investments. At Pine Brook, Mr. Krenteras was a member of the investment committee and board representative on numerous portfolio company boards. Prior to Pine Brook, Mr. Krenteras spent nine years in the financial services industry; working for LabMorgan, JP Morgan’s financial technology venture capital arm, as vice president of portfolio development. Earlier in his career, he worked for Bank of America as an interest rate derivatives trader and as the vice president of trading and business development for Pedestal Capital, a start-up institutional brokerage for mortgage-backed securities. Throughout his career Mr. Krenteras has worked with over 25 portfolio companies in all stages of development from seed through and post-IPO, including Belmont Green Limited, Better Holdco Inc., Clear Blue Financial Holdings, Syndicate Holding Corp., Aurigen Capital Limited, Third Point Reinsurance Ltd., Essent Group Ltd., Green Bancorp, Inc., Global Atlantic, Narragansett Bay Insurance Company, and NBIC Holdings, Inc. Mr. Krenteras holds an A.B. in International Relations from Brown University and an M.B.A. from the Columbia Business School, where he was a member of the Beta Gamma Sigma honor society.

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Alexey Sokolin, 37
Executive Advisor

Mr. Sokolin is a futurist and entrepreneur focused on the next generation of financial services. He is the Global Fintech Co-Head and CMO at ConsenSys, a blockchain software company building the infrastructure, applications, and practices that enable a decentralized world. He focuses on strategy, go-to-market, and product development across decentralized finance, tokenized digital assets, and enterprise blockchain solutions in financial services. Previously, Mr. Sokolin was the Global Director of Fintech Strategy at Autonomous Research, an equity research firm serving institutional investors (acquired by AllianceBernstein), where he covered artificial intelligence, blockchain, neobanks, digital lenders, roboadvisors, paytech, and mixed reality. Before Autonomous, Lex was COO at AdvisorEngine, a digital wealth management technology platform (acquired by Franklin Templeton), and CEO of NestEgg Wealth, a roboadvisor that partnered with financial advisors (acquired by AdvisorEngine). Prior to NestEgg, Lex held roles in investment management and banking at Barclays, Lehman Brothers, and Deutsche Bank. He earned a JD/MBA from Columbia University and a B.A. in Economics and Law from Amherst College.

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Brandon Bentley, 46
General Counsel and Director

Mr. Bentley is founder of InterPrivate and has been Chief Operating Officer and General Counsel since 2017. Mr. Bentley’s blank check company experience includes serving as General Counsel and board member of InterPrivate Acquisition Corp. From 2005 to 2014, Mr. Bentley was the General Counsel, Chief Operating Officer and Chief Compliance Officer of Landmark Value Investments. Mr. Bentley also served as General Counsel of the firm’s registered broker-dealer affiliate from 2011 to 2013. Prior to InterPrivate, Mr. Bentley served as the General Counsel and Chief Operating Officer of Castellan Real Estate Partners, a real estate private equity firm based in New York, from 2014 to 2016 and worked for e.ventures Europe in a senior finance and operations capacity. Mr. Bentley previously worked as an attorney at White & Case LLP in New York from 1999 to 2005, where he focused on securities transactions and mergers and acquisitions. Mr. Bentley received a B.A. from Wake Forest University and a J.D. from Boston University School of Law.

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Minesh Patel, 36
Vice President

Mr. Patel has been a Principal at InterPrivate since 2019 where he focuses on market research, investment analysis, and deal execution. Mr. Patel’s blank check company experience includes serving as Vice President of InterPrivate Acquisition Corp. Mr. Patel previously was a Principal at Fiduciary Network LLC, a private equity firm that provided permanent capital solutions to wealth management firms, from 2011 to 2018. Fiduciary Network’s portfolio companies managed in excess of $35 billion in assets under management and included some of the most respected firms in the industry. Mr. Patel’s responsibilities included leading or advising on all aspects of the firm’s M&A transactions, including deal sourcing, valuation and structuring. Prior to Fiduciary Network, Mr. Patel worked at JPMorgan Chase in a prime brokerage unit that was acquired from Bear Stearns from 2009 to 2010. Mr. Patel received a B.S. and M.S. from the University of Texas at Dallas and has been a CFA charterholder since 2012.

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Board of Directors

Sunil Kappagoda, 56
Vice Chairman

Mr. Kappagoda has over 30 years of banking, financial services and fintech experience. Mr. Kappagoda’s blank check company experience includes serving as an advisor to InterPrivate Acquisition Corp., and he has also served as an advisor to other InterPrivate-affiliated investment vehicles. Mr. Kappagoda currently serves as Chairman of F1 Payments and InterPayments, an InterPrivate portfolio company, where he has worked closely with Mr. Fattouh. Mr. Kappagoda is also a Director at Linkly (a merger of PCEftpos, EFT Solutions and Premier Technologies), an Advisor to Envestnet and an LP / Advisor at NYCA Partners. His recent fintech experience also includes being an advisor / board member at 11 fintech companies, including Billtrust (NYSE: BTRS), Ondot Systems (acquired by Fiserv), and Earthport (acquired by Visa), amongst others. Mr. Kappagoda’s previous experience includes serving as President of Asia-Pacific at Verifone Systems where he led a 14–country business that spanned China, India, Japan, Korea, South-East Asia, Australia and New Zealand, and Senior Partner and Managing Director at The Boston Consulting Group where he focused exclusively on Banks and Financial Institutions. Mr. Kappagoda holds an M.B.A. from The Wharton School, University of Pennsylvania, an M.Sc. in Economics from The London School of Economics and a B.Sc. Engineering from Imperial College of Science and Technology.

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Gordy Holterman, 55
Director

Mr. Holterman is a successful investor, entrepreneur and senior bank executive and has over 30 years of experience in making investments and building and using technology for investment management. Mr. Holterman is Founder and CEO of Proelio Capital where he focuses on active investing in fintech companies, creating/growing businesses and building successful JV’s, partnerships and acquisitions with major banks and asset managers. His primary area of focus is the fintech ecosystem, as well as proptech, insurtech and agtech. Mr. Holterman was previously CEO of Overland Advisors, a multi-asset relative value hedge fund, Head of Financial Products for Wells Fargo, and a partner and portfolio manager at Farallon Fixed Income. Mr. Holterman began his career as an M&A lawyer for Skadden Arps, and an options trader at O’Connor & Associates (now UBS). As an active fintech investor and advisor, he has invested and/or advised numerous fintech and proptech investments including Jaris, Payoneer, Roofstock, Linkly, LeapYear, Hearth, Zoe, CarIQ, and Vertis.ai, among others. Mr. Holterman holds a B.S. in Computer Science and Electrical Engineering from MIT and a J.D. from Stanford Law School.

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Rich McGinn, 74
Director

Mr. McGinn is a prominent leader in the global communication systems, networking, and technology industries, bringing more than 45 years of business management, financial and investment experience. Mr. McGinn currently serves as Chairman of Kaloom Inc., a data center software company, and he is a board member of Cushman Wakefield PLC. Previously, he was a cofounder and principal investor in Sky Capital from 2014 until it was acquired in 2016. Before Sky Capital, he served as Chairman, then CEO, of Verifone from 2011 to 2013. Mr. McGinn was a GP at RRE Ventures, a tech venture firm, from 2001 to 2010, and he served as President, then CEO and Chairman, of Lucent Technologies from 1996 to 2000. Before Lucent, Mr. McGinn held numerous managerial and executive positions at AT&T from 1969 to 1996, including President of Data Networking, EVP EMEA, EVP AsiaPac, and CEO of Western Electric. He has previously served on multiple boards including American Express, Oracle, Verifone, ViaSystems, Cyota, Broadsoft and Nexsan. Mr. McGinn holds a B.A. from Grinnell College.

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Howard Newman, 73
Director

Mr. Newman is chairman and chief executive officer of Pine Brook Partners, an investment firm that manages more than $3 billion of limited partner commitments, and which he co-founded in 2006. He is also a member of the Pine Brook’s Investment Committee. Mr. Newman currently represents Pine Brook on the boards of Elevation Resources Holdings, LLC and La Luna Energy Partners, LP. Over the course of his career, he has been a director or observer on the boards of more than 50 companies, including 20 public companies. Prior to co-founding Pine Brook, Mr. Newman was with Warburg Pincus for 22 years, most recently as vice chairman and senior advisor, and as a senior member of the Firm’s management and investment committees. At Warburg Pincus, he led or co-led the energy, financial services, media, real estate and general investment practices, and was directly involved in investments in 47 companies. Before joining Warburg Pincus, Mr. Newman spent 10 years in energy and financial services investment banking at Morgan Stanley & Co. In addition to overseeing Pine Brook’s portfolio, Mr. Newman is a Trustee of The Salk Institute for Biological Studies and serves on the board of the Tunisian American Enterprise Fund. During the term of Governor George Pataki of New York, Mr. Newman served as an advisor on energy policy and as a senior advisor to the Long Island Power Authority. Mr. Newman has served as a chairman of the Yale Alumni Fund and as a member of the Yale University Council and its Climate & Energy Institute Advisory Board. Mr. Newman holds a B.A. in Economics (magna cum laude with Distinction) and an M.A. in Economics from Yale University, and a Ph.D. in Business Economics from Harvard University. He was a Marshall Scholar at Cambridge University.

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John McCoy, 77
Director

Mr. McCoy retired as Chairman and Chief Executive Officer of Bank One Corporation in December 1999, where he had been CEO since 1984. During his tenure as CEO, the company grew from $9.1 billion in assets to $269.4 billion, participating in more than 100 acquisitions of other financial institutions. Prior to moving to the parent company in 1983 as President and Chief Operating Officer, he was president of Bank One, Columbus, NA from 1977 until 1983, and of Bank One Trust Company, NA in 1981. He joined Bank One (then City National Bank & Trust Company) in 1970. Mr. McCoy is a director of Onex Corporation (OCX.SV on the Toronto Stock Exchange). He also serves on the holding company board of First Capital Bancshares, sits on the Advisory Board of Second Curve Capital, and is a member of the PGA TOUR First Tee Foundation Board of Governors. Mr. McCoy is a retired director of AT&T Inc. and Cardinal Health, Inc. and retired Chairman of the PGA TOUR Policy board, and is former board chair and director of Battelle Memorial Institute. Mr. McCoy is a former member of the board of trustees of Williams College and of Stanford University and past chairman of the board of trustees of Kenyon College. He has served on the Advisory Council of the Graduate School of Business at Stanford University and the Advisory Board of FTV Capital. Mr. McCoy graduated from Williams College with a B.A. degree in history, and he holds an M.B.A. degree in finance from Stanford University’s Graduate School of Business.

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