SEC Form NT 10-Q filed by InterPrivate II Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 001-40152

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Getaround, Inc. (the “Company”) has determined it is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense due to delays in the completion of its financial statements for the quarterly period ended September 30, 2023. As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023, the Company required additional time to finalize its financial statements for the fiscal year ended December 31, 2022, because it required additional time to complete certain open audit and technical accounting matters, including items related to preliminary purchase price allocation of the business combination with InterPrivate II Acquisition Corp. (“InterPrivate II”) and consolidation of the Company’s results into InterPrivate II’s financial statements. The Company has been unable to finalize its financial statements for the quarterly period ended September 30, 2023, and file the Form 10-Q until its financial statements for the fiscal year ended December 31, 2022, and its Annual Report on Form 10-K for that period (the “Form 10-K”) were completed. Following the filing of the Form 10-K, which occurred today, the Company is working diligently to file the Form 10-Q as soon as reasonably practicable.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☐ Yes ☒ No

Annual Report on Form 10-K for the fiscal year ended December 31, 2022

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023

Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company’s results of operations for the quarter ended September 30, 2023 will be significantly different from the results of operations from the corresponding period in the prior fiscal year due primarily to the consummation of the Company’s business combination and the Company's acquisition of substantially all of the assets of HyreCar, Inc. in May of 2023. A reasonable estimate of such results could not be made until the completion of the open audit and technical accounting matters referenced in Part III.

Forward-Looking Statements

This Form 12b-25 includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally relate to future events, such as statements related to expected results of operations to be reported in the Form 10-Q and the expected timing of the completion of the Company’s financial statements to be included in the Form 10-Q and Form 10-K and the filing of the Form 10-Q and Form 10-K. In some cases, you can identify forward-looking statements by terminology such as “intends,” “plans,” and “will,” or the negative of these terms or variations of them or similar terminology. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the Company’s ability to complete the financial statements to be included in the Form 10-Q and the Form 10-K, including the audit of its financial statements for the fiscal year ended December 31, 2022; the risk that, upon completion of the Company’s year-end close and review procedures as of and for the year ended December 31, 2022, the financial results for that period are different from the Company’s previously disclosed preliminary results; and the other factors under the heading “Risk Factors” in our Current Report on Form 8-K filed with the SEC on December 14, 2022, and in other filings that the Company has made and may make with the SEC in the future. All of the forward-looking statements made in this Form 12b-25 are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our business or operations. Such statements are not intended to be a guarantee of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this Form 12b-25. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.