United States securities and exchange commission logo
October 14, 2022
Ahmed Fattouh
Chairman and Chief Executive Officer
InterPrivate II Acquisition Corp.
1350 Avenue of the Americas
New York, New York 10019
Re: InterPrivate II
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed September 26,
2022
File No. 333-266054
Dear Ahmed Fattouh:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
September 12, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed September
26, 2022
The Special Meeting of InterPrivate II Stockholders, page 149
1. We note your disclosure
that "[a]lthough not understood by InterPrivate II to be required
by Delaware law,
InterPrivate II is also requiring the approval of the Charter Amendment
Proposal by the
affirmative vote in person (which would include presence at a virtual
meeting) or by proxy of
the holders of a majority of all then-outstanding shares of Class A
Stock entitled to vote
thereon at the special meeting, voting separately as a single series."
Please revise to
explain the basis for which InterPrivate II does not understand such vote
to be required by
Delaware law. In addition, please include a new, standalone risk factor
disclosing the risks
associated with seeking such approval in such manner.
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
October 14,NameInterPrivate
2022 II Acquisition Corp.
October
Page 2 14, 2022 Page 2
FirstName LastName
The Background of the Business Combination, page 158
2. We note your response to comment 2, as well as your revised disclosure
on page 165 that,
on December 22, 2021, Getaround initially proposed the reduced
pro-forma enterprise
valuation of $900 million, and InterPrivate II indicated that such new
valuation was
"preliminarily acceptable" on December 24, 2021. In connection
therewith, please:
Revise to clarify, if true, that the parties determined the
$900 million valuation prior
to receiving the updated business plan that included the
projections on December 29,
2021.
Revise to provide a more complete discussion of the process by
which the parties
initially arrived at, and preliminarily agreed to, such
valuation. To the extent that the
parties relied on qualitative factors, specify and elaborate on
such factors and related
judgments and how the parties considered them in the context of
the valuation. In
this regard, while your disclosure indicates that the updated
business plan was used to
ultimately in-part assess the reasonableness of the valuation, it
is not clear how
Getaround derived the $900 million valuation or how InterPrivate
II initially assessed
such valuation prior to receiving the updated business plan.
Revise your disclosure to explain how InterPrviate II s
treasury stock enterprise
valuation of Getaround, discussed on page 184, fits into the
negotiations of the
agreed-upon $900 million valuation. In this regard, we note that
the background
section does not discuss how InterPrivate II derived Getaround
s value to be $900
million through such method, but it appears that such
quantitative assessment was
used in assessing Getaround s proposed $900 million valuation.
Please revise your discussion of the implied 3.1x and 4.3x
multiples to discuss how
you arrived at such multiples. In this regard, it appears that
you used the 2023
projections data and the $900 million valuation to then arrive at
such multiples.
Revise to clarify that such multiples are not derived from the
comparable
company analysis, if true.
To the extent that the $900 million valuation was primarily
derived and assessed
through a qualitative process (as opposed to a quantitative
process and assessment),
please revise your risk factor discussing the absence of a
third-party valuation on
page 112 to also highlight the absence of a quantitative
valuation of Getaround, and
the related risks to shareholders in light of the qualitative
process undertaken by the
parties. Please make conforming changes in your Questions and
Answers section on
page 25 and your Reasons section on page 177.
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
October 14,NameInterPrivate
2022 II Acquisition Corp.
October
Page 3 14, 2022 Page 3
FirstName LastName
Comparable Public Company Analysis, page 180
3. We note your response to comment 4, as well as your amended disclosure
indicating that
LionTree assisted with the selection of the comparable companies,
advised InterPrivate II
which valuation frameworks investors would prioritize, provided
valuation analysis in
connection with the comparable companies analysis, and prepared
materials reviewed by
InterPrivate II with respect to the "the multiples of a selected set
of comparable companies
of the median enterprise value/sales." Such disclosure indicates that
LionTree prepared
materials materially related to the transaction and reviewed by
InterPrivate II, which
would fall within the purview of Item 4(b) of Form S-4. Please provide
the information
required by Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A
with respect to
such materials. In addition, any written materials contained or used
in the report, opinion
or appraisal, as well as the consent of the outside party, must be
filed as exhibits to the
Form S-4. Please refer to Items 4(b) and 21(c) of Form S-4.
4. We note your response to comment 8, as well as your amended
disclosure. To provide
shareholders with a more complete picture in assessing the comparable
company analysis,
where you discuss that the "prospective financial information formed
the basis for
InterPrivate II s analysis and are subject to the assumptions
described in the section titled
" Certain Unaudited Prospective Financial Information of
Getaround," please state that
Getaround has determined that such assumptions are no longer accurate,
as you do on
page 185.
Material U.S. Federal Income Tax Considerations for Holders of Class A Stock,
page 220
5. We note your response to comment 19, as well as your amended
disclosure and your form
of exhibit 8 tax opinion. With respect to your disclosure that the
"Mergers will not
constitute a taxable transaction to holders of Public Shares for U.S.
federal income tax
purposes," please revise to also address the intended consequences of
the Mergers as a
tax-free reorganization within the meaning of Section 368(a) of the
Code. If there is
uncertainty regarding the tax treatment of the Mergers, counsel may
issue a "should" or
"more likely than not" opinion with respect to such consequences, to
make clear that the
opinion is subject to a degree of uncertainty, and explain why it
cannot give a firm
opinion. Last, please revise clause (iii) of paragraph (3) of exhibit
8.1 to exclude
InterPrivate II Acquisition Corp. from your assumptions regarding due
execution and
delivery, as well as requisite corporate authority. Refer to Staff
Legal Bulletin No. 19.
Getaround Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Non-GAAP Financial Measures
Trip Contribution Profit and Trip Contribution Margin, page 314
6. We note your response and related revisions to comment 23. It appears
gross profit from
service revenue and gross margin from service revenue for the fiscal
years ended
Ahmed Fattouh
InterPrivate II Acquisition Corp.
October 14, 2022
Page 4
December 31, 2021 and 2020 in the non-GAAP financial measure
reconciliation tabular
disclosure on page 315 do not agree to the respective balances in the
gross profit from
service revenue tabular disclosure on the same page. Please revise.
Certain Getaround Relationships and Related Party Transactions, page 326
7. We note your revised disclosure on page 318 that in 2022 "an immediate
family member
of management provided an additional $4.75 million in advance
financing in anticipation
of additional bridge loan financing." Please disclose such agreement
here in accordance
with Item 404 of Regulation S-K or tell us why such disclosure is not
required.
Getaround, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Costs and Expenses, page F-75
8. We note your response to comment 27. It appears that auto insurance is
a critical
component of empowering your guests to access safe, affordable and
insured cars. Please
revise, or explain in sufficient detail your basis for excluding auto
insurance expense, a
direct cost, from your cost of revenue.
9. On a related matter, please describe all costs indirectly related to
sales transactions that are
not properly characterized as costs of revenue, as referred to in your
response, and tell us
the related amounts for each period presented.
10. Given the necessity of software and hardware maintenance to keep the
platform operable
and generate revenue, please tell us why maintenance costs are
excluded from cost of
revenue. Additionally, tell us the amount of maintenance costs for
software, hardware,
and user experience for each period presented.
Exhibit Index, page II-2
11. We note your response to comment 29, as well as your revised filing fee
table that
proposes registering escrow shares to potentially be issued to
non-redeeming shareholders
of InterPrivate II Acquisition Corp. II. Please provide us with your
analysis as to how
FirstName LastNameAhmed Fattouh
such registration is consistent with the use of Form S-4, as it appears
that such registration
Comapany NameInterPrivate
contemplates a primaryIIissuance
Acquisition Corp.to your shareholders outside
the scope of the
of shares
Octoberproposed
14, 2022exchange
Page 4 offer.
FirstName LastName
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
October 14,NameInterPrivate
2022 II Acquisition Corp.
October
Page 5 14, 2022 Page 5
FirstName LastName
You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Laurie L. Green