Getaround and InterPrivate II Acquisition Corp. Announce Effectiveness of Form S-4 Registration Statement
SAN FRANCISCO and NEW YORK, Nov. 16, 2022 (GLOBE NEWSWIRE) -- Getaround ("Getaround" or "the Company"), the world's leading digital peer-to-peer carsharing marketplace, and InterPrivate II Acquisition Corp. ("InterPrivate II") (NYSE:IPVA), a publicly-traded special purpose acquisition company, today announced that the U.S. Securities and Exchange Commission ("SEC") declared effective the Registration Statement on Form S-4 (the "Registration Statement") filed with the SEC in connection with the previously announced proposed business combination (the "Business Combination") of Getaround and InterPrivate II. The Registration Statement provides important information about the Business Combination.
InterPrivate II also established a record date of November 14, 2022 (the "Record Date") and announced that it will hold its special meeting of stockholders (the "Special Meeting") on December 7, 2022 at 9:00 a.m. ET to approve the Business Combination with Getaround and related matters. InterPrivate II stockholders of record as of the Record Date will be entitled to notice of, and to vote at or before, the Special Meeting.
If the necessary proposals at the Special Meeting are approved, InterPrivate II and Getaround anticipate that the Business Combination will close promptly after the Special Meeting, subject to the satisfaction of all other closing conditions. Upon the closing of the Business Combination (the "Closing"), the combined company common stock and warrants are expected to be listed on the New York Stock Exchange under the ticker symbols "GETR" and "GETR.WS," respectively.
Bonus Shares for Non-Redeeming InterPrivate II Stockholders
At the Closing, InterPrivate II and Getaround have agreed to set aside approximately 9.33 million shares in escrow ("Bonus Shares") to be allocated promptly following the Closing to each InterPrivate II stockholder who holds Class A common stock or Class B common stock at the Closing and who does not redeem their shares of Class A common stock in connection with the Business Combination (the "Bonus Share Recipients"). The Bonus Shares will be allocated pro rata to each Bonus Share Recipient immediately following the Closing based on the number of shares held by such person as a percentage of the total number of shares of Class A common stock that remain outstanding after giving effect to redemptions and the automatic conversion of the Class B common stock into Class A common stock. InterPrivate II's sponsor and directors who currently hold Class B common stock and EarlyBirdCapital, Inc. (collectively, the "Initial Stockholders") have agreed to cap the number of Bonus Shares they may receive to 1,912,549, which is the number of Bonus Shares that they would receive on a pro rata basis if there is no redemption by the public stockholders, with any excess amount to be allocated to the Getaround equityholders. Therefore, the Initial Stockholders will receive a fixed amount of Bonus Shares. The number of Bonus Shares the public stockholders and the Getaround equityholders will receive will increase as the redemption rate increases. For more information, please refer to the Registration Statement which can be found at www.sec.gov.
Special Meeting Details
The Special Meeting will be completely virtual and conducted via live webcast at https://www.cstproxy.com/ipvspacii/2022. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement.
Every stockholder's vote FOR ALL Proposals is important, regardless of the number of shares held. InterPrivate II stockholders who need assistance voting, have questions regarding the Special Meeting, or would like to request documents may contact InterPrivate II's Proxy Solicitor Morrow Sodali at 800-662-5200 (banks and brokers can call collect at 203-658-9400).
About Getaround
Getaround, the world's first carsharing marketplace offering a 100% digital experience, makes sharing cars and trucks simple through its proprietary cloud and in-car Connect® technology. The company empowers consumers to shift away from car ownership through instant and convenient access to desirable, affordable, and safe cars from entrepreneurial hosts. Getaround's on-demand technology enables a contactless experience — no waiting in line at a car rental facility, manually completing paperwork, or meeting anyone to collect or drop off car keys. Getaround's mission is to utilize its peer-to-peer marketplace to help solve some of the most pressing challenges facing the world today, including environmental sustainability and access to economic opportunity. Launched in 2011, Getaround is available today in approximately 950 cities across the United States and Europe. For more information, please visit https://www.getaround.com/.
About InterPrivate II Acquisition Corp.
InterPrivate II Acquisition Corp. is a blank check corporation led by Chairman and CEO Ahmed Fattouh, Executive Vice Presidents Brian Pham and Alan Pinto, General Counsel Brandon Bentley, and Vice President James Pipe. InterPrivate II is further guided by a group of notable investors and operating executives who serve as board members and senior advisors including: Jeffrey Harris, venture capitalist and lead independent director at Chargepoint; Susan Decker, former President of Yahoo! and lead independent director at Berkshire Hathaway; Tracey Brophy Warson, former Chair of Citi Private Bank; and Matthew Luckett, founder of Lampros Capital and former CIO of Balestra Capital.
Additional Information and Where to Find It
This document relates to the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 11, 2022, among InterPrivate II Acquisition Corp., a Delaware corporation ("InterPrivate II"), Getaround, Inc., a Delaware corporation ("Getaround"), TMPST Merger Sub I Inc. ("First Merger Sub") and TMPST Merger Sub II LLC ("Second Merger Sub") for a proposed transaction involving InterPrivate II and Getaround (the "Proposed Transaction"), but does not contain all the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transaction. In connection with the Proposed Transaction, InterPrivate II filed a registration statement on Form S-4 (File No. 333-266054) (as amended, the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which includes a proxy statement with respect to the stockholder meeting of InterPrivate II to vote on the Proposed Transaction and a prospectus with respect to the combined company's securities to be issued in connection with the Proposed Transaction. The Registration Statement was declared effective by the SEC on November 14, 2022. The definitive proxy statement/prospectus will be sent to all InterPrivate II stockholders when available. InterPrivate II also will file other documents regarding the Proposed Transaction with the SEC. Before making any voting decision, investors and security holders of InterPrivate II are urged to read the Registration Statement, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Transaction as they become available because they will contain important information about InterPrivate II, Getaround and the Proposed Transaction.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by InterPrivate II through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by InterPrivate II may be obtained free of charge from InterPrivate II's website at https://ipvspac.com/ or by written request to InterPrivate II at InterPrivate II Acquisition Corp., 1350 Avenue of the Americas, 2nd Floor, New York, NY 10019.
Participants in Solicitation
InterPrivate II and Getaround and their respective directors and officers may be deemed to be participants in the solicitation of proxies from InterPrivate II's stockholders in connection with the Proposed Transaction. Information about InterPrivate II's directors and executive officers and their ownership of InterPrivate II's securities is set forth in InterPrivate II's filings with the SEC, including InterPrivate II's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 31, 2022, and in the Registration Statement. Additional information regarding the names and interests in the Proposed Transaction of InterPrivate II's and Getaround's respective directors and officers and other persons who may be deemed participants in the Proposed Transaction may be obtained by reading the definitive proxy statement/prospectus regarding the Proposed Transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed Transaction between Getaround and InterPrivate II, including statements regarding the benefits of the Proposed Transaction and the anticipated timing of the completion of the Proposed Transaction. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the Proposed Transaction and related capital raising required for closing may not be completed in a timely manner or at all; (ii) the risk that the Proposed Transaction may not be completed by InterPrivate II's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by InterPrivate II; (iii) the failure to satisfy the conditions to the consummation of the Proposed Transaction, including the adoption of the Merger Agreement by the stockholders of InterPrivate II and Getaround, the satisfaction of the minimum cash condition to closing, including funds in InterPrivate II's trust account following redemptions by InterPrivate II's public stockholders and alternative capital raising transactions, and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third-party valuation in determining whether or not to pursue the Proposed Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vi) the effect of the announcement or pendency of the Proposed Transaction on Getaround's business relationships, performance, and business generally; (vii) risks that the Proposed Transaction disrupts Getaround's current plans and potential difficulties in Getaround's employee retention as a result; (viii) the outcome of any legal proceedings that may be instituted against Getaround or against InterPrivate II related to the Merger Agreement or the Proposed Transaction; (ix) the ability to meet New York Stock Exchange listing standards at or following the consummation of the Proposed Transaction; (x) the ability to recognize the anticipated benefits of the Proposed Transaction, which may be affected by a variety of factors, including changes in the competitive and highly regulated industries in which Getaround operates, variations in performance across competitors, changes in laws and regulations affecting Getaround's business and the ability of Getaround and the post-combination company to retain its management and key employees; (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transaction, and identify and realize additional opportunities; (xii) the risk of adverse or changing economic conditions, including the resulting effects on consumer preference and spending, and the possibility of rapid change in the highly competitive industry in which Getaround operates; (xiii) the risk that Getaround and its current and future partners are unable to successfully develop and scale Getaround's products and offerings, or experience significant delays in doing so; (xiv) the impact of Getaround's business model on reducing pollution and emissions given its scale; (xv) the ability of Getaround to maintain an effective system of internal controls over financial reporting; (xvi) the ongoing impact of the COVID-19 pandemic on Getaround's business and results of operations despite recent easing of these impacts; (xvii) the ability of Getaround to respond to general economic conditions; (xviii) the acceptance or adoption of carsharing as an alternative to car ownership in the geographies in which Getaround operates its business; (xix) risks associated with increased competition among providers of carsharing or other modes of transportation; (xx) the ability of Getaround to manage its growth effectively; (xxi) the ability of Getaround to achieve the expected benefits from strategic acquisitions; (xxii) the ability of Getaround to achieve and maintain profitability in the future; and (xxiii) the ability of Getaround to access sources of capital to finance operations and growth. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of InterPrivate II's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement and proxy statement/prospectus discussed above and other documents filed by InterPrivate II from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Getaround and InterPrivate II assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Getaround nor InterPrivate II gives any assurance that either Getaround or InterPrivate II will achieve its expectations.
No Offer or Solicitation
This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of InterPrivate II, Getaround, First Merger Sub or Second Merger Sub, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.
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