Getaround And InterPrivate II Acquisition Corp. Announce Effectiveness Of Form S-4 Registration Statement

 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).