United States securities and exchange commission logo
February 25, 2021
Ahmed M. Fattouh
Chief Executive Officer and Chairman
InterPrivate II Acquisition Corp.
1350 Avenue of the Americas, 2nd Floor
New York, NY 10019
Re: InterPrivate II
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted January
26, 2021
Registration
Statement on Form S-1
Filed February 17,
2021
File No. 333-253188
Dear Mr. Fattouh:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1
Summary
Our Company, page 1
1. Please provide expanded
disclosure of the relationship between InterPrivate II and
the family offices you
reference, including the nature of the family offices and the extent
of such relationship.
Please provide similar disclosure in the "Proposed Business" section
on page 75.
Ahmed M. Fattouh
FirstName
InterPrivateLastNameAhmed M. Fattouh
II Acquisition Corp.
Comapany25,
February NameInterPrivate
2021 II Acquisition Corp.
February
Page 2 25, 2021 Page 2
FirstName LastName
The Offering , page 9
2. We note that you are registering the offering of the shares of common
stock underlying
the warrants because the warrants may be exercisable within one year.
However, your
disclosure on page 11 reflects that as soon as practicable, but in no
event later than 20
business days after the closing of your business combination you have
agreed to file a new
or post effective amendment to the registration statement. Please
clarify your disclosure
under Summary, Risk Factors and Description of Securities regarding
the current
registration of shares underlying the warrants and your plans to file
Section 10(a)(3)
updates.
3. We note your disclosures on page 25 that there will be no restrictions
of payments
to insiders and that you expect payment of consulting fees, success or
finder fees to your
sponsor officers, directors, initial stockholders or affiliates. This
disclosure contradicts
disclosure on page 111 which indicates that no compensation of any
kind, including
finders fees and consulting fees will be paid by the company to any
sponsor, executive
officer, director or respective affiliate. Please revise to address
the apparent contradiction
or provide clarification.
Conflicts of Interest, page 25
4. Please expand your disclosures concerning conflicts of interest to
indicate that
Ahmed Fattouh and Brandon Bentley are also managers of InterPrivate
LLC, as noted on
page 105. Where appropriate, please provide similar disclosure,
including your risk
factor disclosures.
5. Please expand your disclosure to also identify the following as
conflicts of interest:
the difference in investment per share paid by your founders; and
the founder shares and warrants will be worthless in the event a
business
combination is not completed and you liquidate.
Summary Financial Data, page 28
6. Please explain why you are presenting liability and redeemable
ordinary share balances
for January 13, 2021 as adjusted, that are different from those
presented on page 69.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Ahmed M. Fattouh
InterPrivate II Acquisition Corp.
February 25, 2021
Page 3
You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at
202-551-3295
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte
Lippmann at 202-
551-3713 with any other questions.
Sincerely,
FirstName LastNameAhmed M. Fattouh
Division of Corporation
Finance
Comapany NameInterPrivate II Acquisition Corp.
Office of Real Estate &
Construction
February 25, 2021 Page 3
cc: Daniel Nussen
FirstName LastName