United States securities and exchange commission logo
November 3, 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. 3 to
Registration Statement on Form S-4
Filed October 25,
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
October 14, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed October 25,
2022
Cover Page
1. We note your disclosure
that the escrow shares will be allocated promptly following
closing as "Bonus
Shares" to the non-redeeming public stockholders, EarlyBirdCapital,
the sponsor and certain
independent directors of InterPrivate II. Please revise here and
throughout the proxy
statement/prospectus where the Bonus Shares are discussed, to
clearly state that
EarlyBirdCapital, the sponsor and such independent directors have
already agreed not to
redeem their shares, and therefore the receipt of Bonus Shares does
not incentivize them
not to redeem. Please clearly indicate, and quantify as appropriate,
the additional benefit
that EarlyBirdCapital, the sponsor and such independent directors
will receive from the
Bonus Shares. Please also disclose here, as you do on page 28, that
Ahmed Fattouh
InterPrivate II Acquisition Corp.
November 3, 2022
Page 2
"[t]he ability of the Initial Stockholders to receive Bonus Shares is
not typical of other
similar business combination transactions where non-redeeming public
holders are
entitled to receive additional securities."
2. We note your disclosure that the initial stockholders "expect to
re-allocate to the
Getaround equityholders the number of Bonus Shares which exceed the
number that the
Initial Stockholders would have received on a pro rata basis if no
Public Stockholders
elect to exercise their redemption rights," and your presentation of
the anticipated
ownership post-closing throughout the proxy statement/prospectus
similarly assumes such
re-allocation. Please revise to clarify whether such re-allocation is
at the initial
stockholders' discretion or if they have contractually agreed to and
are thereby obligated
to re-allocate any excess shares. To the extent that the initial
stockholders may elect not
to re-allocate the excess shares, please revise throughout the proxy
statement/prospectus
to highlight this risk as applicable, including in your discussion of
the "Interests of
InterPrivate II s Directors and Officers in the Business
Combination" (e.g., page 23 and
201), and also revise the post-closing ownership presentations
throughout to indicate how
this would increase EarlyBirdCapital, the sponsor and the certain
independent directors'
respective total holdings following the business combination depending
on the level of
redemptions (e.g., pages 14 and 106). Additionally, please tell us how
the parties
documented the final re-allocation terms of the escrow shares, and to
the extent that there
is an amendment to the merger agreement or other contract that sets
forth the terms
pertaining to the bonus shares, please file such executed agreement as
an exhibit to the
registration statement.
Questions and Answers About the Special Meeting of InterPrivate II Stockholders
and the
Related Proposals
Q. How much dilution may non-redeeming InterPrivate II stockholders experience
.. . . ?, page 14
3. We note your revised definition of "initial stockholders" on page 4
now includes the
"holders of the Representative Shares," and therefore your ownership
presentation post-
closing now combines the interests held by the sponsor and independent
directors of
InterPrivate II with the interests held by EarlyBirdCapital. Please
separate
EarlyBirdCapital and your independent directors as separate line items
in your ownership
presentation here.
Q: Did InterPrivate II's board of directors obtain a third-party valuation or
fairness opinion in
determining . . . ?, page 25
4. We note your response to comment 2, as well as your revised risk factor
on page 117
FirstName LastNameAhmed Fattouh
disclosing that "the InterPrivate II board of directors did not rely
solely on quantitative
Comapany NameInterPrivate
factors" II Acquisition
in its determination Corp.
to proceed with the proposed business
combination, and that
they3,"also
November 2022made
Pagequalitative
2 judgments." Please make conforming
changes here.
FirstName LastName
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany 3,
November NameInterPrivate
2022 II Acquisition Corp.
November
Page 3 3, 2022 Page 3
FirstName LastName
The Background of the Business Combination, page 163
5. We note your disclosure on page 171 regarding the consideration of
the December 2021
market update of comparable company multiples that indicated the
median EV / 2023
revenue multiple for the Preliminary Comp Set was 5.3x, and how
management assessed
this multiple together with qualitative factors to determine an
appropriate revenue
multiple of under 4.3x in arriving at the $900 million valuation.
Please disclose the
underlying financial metrics of each of the comparable companies that
were relied upon in
the December 2021 market update, as your disclosure indicates that the
2023 revenue
multiple for such data set was ultimately used, together with
qualitative factors, to arrive
at the agreed-upon $900 million valuation. In this regard, while we
note your disclosure
that InterPrivate II s management do not believe the differences
between the Preliminary
Comp Set and the set of companies identified on page 191 is material,
we note that the
2023 revenue multiple of 3.9x from the disclosed comparable companies
analysis on page
193 does appear to be potentially materially different from the
multiple of 5.3x used in the
December analysis.
6. We also note your disclosure on page 169 that Goldman Sachs and BofA
Securities assisted InterPrivate II's management in selecting the
companies used in the
Preliminary Comp Set, as well as your disclosure on page 174 that such
financial advisors
also assisted in selecting the companies included in the analysis
under the heading on page
191 entitled "InterPrivate II s Board of Directors Reasons for
the Approval of the
Business Combination Comparable Public Company Analysis." Please
provide a more
detailed discussion of Goldman Sachs and BofA Securities' role in the
comparable
companies analyses here and in the section beginning on page 191, and
also reconcile with
your disclosure on page 207 that "neither Goldman Sachs nor BofA
Securities or their
respective affiliates assisted in the preparation or review of any
materials reviewed by
InterPrivate II s board of directors or management as part of such
firms services to
Getaround." In revising your disclosure, please clarify each advisor's
role in providing
services to InterPrivate II, as your disclosure elsewhere indicates
that each advisor was
providing services to Getaround, not InterPrivate II. To the extent
that Goldman Sachs
and/or BofA Securities did assist with such materials, please revise
to clarify whether such
advisors have withdrawn its association with and disclaimed
responsibility from those
materials and whether they have notified InterPrivate II of such
disassociation, and also
disclose InterPrivate II's rationale for continuing to rely on
information disclaimed by the
professional organization associated with or responsible for such
information.
7. We note your disclosure that "[o]n September 26, 2022, Getaround
engaged UBS
Securities . . . to be its lead capital markets advisor in connection
with the proposed
business combination . . . ." Please provide a more detailed
discussion around UBS
Securities' role in the transaction, quantify the aggregate fees
payable to UBS Securities,
and disclose whether UBS Securities assisted with the two updated
scenarios of
Getaround's unaudited prospective financial information. In connection
therewith, please
tell us whether the advisors delivered any reports that were
materially related to the
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany 3,
November NameInterPrivate
2022 II Acquisition Corp.
November
Page 4 3, 2022 Page 4
FirstName LastName
proposed business combination and whether these would fall within the
purview of Item
4(b) of Form S-4. If so, please revise your disclosure to state as
much and provide the
information required by Item 4(b) of Form S-4.
8. We note your disclosure that "[t]he parties agreed that the 9,333,333
shares that had
previously been set aside for the benefit of potential PIPE investors
and non-redeeming
holders of Class A Stock and holders of Class B Stock would be issued
entirely to the
Bonus Share Recipients, with any excess shares expected to be
distributed to the
Getaround equityholders." In connection therewith:
Please revise to discuss the parties' decision, including any
material negotiations and
discussions, to allocate certain of the escrow shares to
EarlyBird Capital, the sponsor
and certain independent directors of InterPrivate II, given that
such recipients waived
their redemption rights with respect to their shares.
With respect to the contemplated issuance to EarlyBird Capital,
please address the
particular reasons for granting them consideration given that
they are not a party to
the business combination agreement and do not appear to have been
engaged or acted
in an advisory capacity in connection with the proposed business
combination.
We also note your disclosure on page 27 that "[t]he Initial
Stockholders are entitled,
pursuant to the terms of the Merger Agreement, to a pro rata
amount of the Bonus
Shares." Section 3.03 of the Merger Agreement appears to govern
the re-allocation
of the escrow shares and does not appear to require the
allocation of such shares to
the initial stockholders. Please revise to explain the relevant
term of the merger
agreement here and/or revise as appropriate throughout the proxy
statement/prospectus.
Independent Director Oversight, page 194
9. We note your disclosure discussing the transfer of certain founder
shares to your
independent directors and the related InterPrivate II board conclusion
that this did not
affect "the independence of Ms. Tracey Brophy Warson and Messrs.
Jeffrey Harris and
Matthew Luckett." Please revise to also discuss InterPrivate II's
decision to agree to re-
allocate certain bonus shares comprising merger consideration to such
independent
directors.
Certain Unaudited Prospective Financial Information of Getaround, page 195
10. We note your disclosure (i) that the "[f]ollowing a delay in the
expected closing of the
Business Combination, where such delay in the expected closing has
consequently
delayed Getaround s receipt of proceeds from the Business
Combination it planned to use
for growth investment, Getaround s management prepared two updated
scenarios of its
unaudited prospective financial information in October 2022," (ii)
that "both of the
scenarios adjust the growth investment period to start in the second
quarter of 2023 rather
Ahmed Fattouh
InterPrivate II Acquisition Corp.
November 3, 2022
Page 5
than the second quarter of 2022 as was assumed in the Initial
Projections," (iii) that the No
Redemptions scenario assumes the "same level of growth investment as
the Initial
Projections," and (iv) that the Minimum Cash scenario "would result in
a reduced amount
of net proceeds" and assumes "reductions in the overall level of
growth investment
relative to the Initial Projections." To provide shareholders with
additional context
regarding the underlying differences in each set of projections,
please quantify the
underlying assumed growth investment in each of the Initial
Projections, the No
Redemptions scenario and the Minimum Cash scenario.
11. We also note your disclosure that the "Minimum Cash scenario included
in the Updated
Scenarios reflects the same change in timing of growth investments but
also reflects
approximately $18 to $20 million lower sales and marketing expenses in
2023." To the
extent that the sales and marketing expenses differ from your growth
investments noted in
the preceding comment, please quantify the sales and marketing
expenses in each of the
Initial Projections, the No Redemptions scenario and the Minimum Cash
scenario, so that
investors are able to evaluate whether such assumptions are consistent
with the past sales
and marketing trends that you disclose in your results of operations
on, e.g., page 317.
Additionally, in discussing your "historical trends" and "past
practice" with respect to
such investments, please revise to clarify that your marketing
investments were partially
paused in 2020 and 2021, as you disclose on pages 322, to provide
investors additional
context for such assumptions.
Information About Getaround
Insurance, page 287
12. Please revise to disclose that your insurance coverage is secondary to
other automotive
insurance policies and describe the other automotive insurance
policies utilized in the
event of an accident before your insurance coverage. In addition,
please revise to
disclose, in sufficient detail, your role in the insurance claims
process, including how
frequently you act as the primary point of contact for guests and
hosts.
Getaround Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations
Comparison of the Years Ended December 31, 2021 and 2020
Operations and Support, page 323
13. We note that insurance and claims expenses decreased for the year ended
December 31,
FirstName LastNameAhmed Fattouh
2021 as part of your focus on improving unit economics, which was
achieved through a
Comapany NameInterPrivate
number II Acquisition
of operation initiatives Corp.
primarily related to optimization of
supply structure.
Please explain this
November 3, 2022 Page 5 initiative and how it impacted insurance and claims
expenses.
FirstName LastName
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany 3,
November NameInterPrivate
2022 II Acquisition Corp.
November
Page 6 3, 2022 Page 6
FirstName LastName
Getaround, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Costs and Expenses, page F-75
14. Please revise to disclose the material components included in
Operations and Support (e.g.
auto insurance, claims support, customer relationships, etc.), and
Technology and Product
Development expenses for the periods presented.
15. We note per the fees and commissions schedule on your website that
each insurance claim
submitted for reimbursement was subject to the claim administration
fee until June 1,
2022. Please tell us the amount of related fees collected for each
period presented and
their accounting treatment.
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