Blog: INTERPRIVATE II ACQUISITION CORP. : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

On May 11, 2021, InterPrivate II Acquisition Corp., a Delaware corporation
(“InterPrivate”), and Getaround, Inc., a Delaware corporation (“Getaround”),
jointly issued a press release announcing the execution of an Agreement and Plan
of Merger by and among InterPrivate, TMPST Merger Sub I Inc., a Delaware
corporation and a direct, wholly-owned subsidiary of InterPrivate (“First Merger
Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and a
direct, wholly-owned subsidiary of InterPrivate (“Second Merger Sub”), and
Getaround (as may be amended and/or restated from time to time, the “Merger
Agreement”) pursuant to which, among other things, (a) First Merger Sub will
merge with and into Getaround (the “First Merger”), with Getaround being the
surviving corporation of the First Merger; and (b) immediately following the
First Merger and as part of the same overall transaction as the First Merger,
the surviving corporation from the First Merger will merge with and into Second
Merger Sub (the “Second Merger” and, together with the First Merger, the
“Mergers”), with Second Merger Sub being the surviving company of the Second
Merger (such transactions, collectively, the “Proposed Transaction”). A copy of
the press release, which includes information regarding participation in a
conference call on May 12, 2022, at 8:00 am Eastern Time (the “Conference
Call”), is furnished hereto as Exhibit 99.1 and incorporated herein by
reference.

Furnished hereto as Exhibit 99.2 and incorporated by reference herein is the
investor presentation dated March 2022 that was used by InterPrivate with
respect to the transactions contemplated by the Merger Agreement. Such investor
presentation is provided for purposes of complying with Regulation FD only.
Neither InterPrivate nor Getaround reaffirms the projected financial information
contained therein. The assumptions and other inputs reflected in such
information have changed since the investor presentation furnished as Exhibit
99.2 was last used and should not be relied upon.

In addition to the materials described above, furnished hereto as Exhibit 99.3
and incorporated by reference herein is a presentation that provides a summary
of certain information relating to the Proposed Transaction.

The foregoing exhibits and the information set forth therein shall not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor shall it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Events.

The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K
is incorporated by reference herein.

Additional Information and Where to Find It

This Current Report on Form 8-K relates to 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.
InterPrivate intends to file with the SEC a registration statement on Form S-4
relating to the Proposed Transaction that will include a proxy statement of
InterPrivate and a prospectus of InterPrivate. When available, the definitive
proxy statement/prospectus and other relevant materials will be sent to all
InterPrivate stockholders as of a record date to be established for voting on
the Proposed Transaction. InterPrivate also will file other documents regarding
the Proposed Transaction with the SEC. Before making any voting decision,
investors and securities holders of InterPrivate are urged to read the
registration statement, the 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, Getaround and the Proposed
Transaction.

Investors and securities 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 through the website maintained by the SEC at
http://www.sec.gov. In addition, the documents filed by InterPrivate may be obtained
free of charge from InterPrivate’s website at https://ipvspac.com/ or by written
request to InterPrivate at InterPrivate II Acquisition Corp., 1350 Avenue of the
Americas, 2nd Floor, New York, NY 10019.

Participants in Solicitation

InterPrivate and Getaround and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from InterPrivate’s
stockholders in connection with the Proposed Transaction. Information about
InterPrivate’s directors and executive officers and their ownership of
InterPrivate’s securities is set forth in InterPrivate’s filings with the SEC,
including InterPrivate’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. To the extent
that such persons’ holdings of InterPrivate’s securities have changed since the
amounts disclosed in InterPrivate’s Annual Report on Form 10-K, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Additional information regarding the names and interests in
the Proposed Transaction of InterPrivate’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 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.

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Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the Proposed
Transaction between Getaround and InterPrivate, including statements regarding
the benefits of the Proposed Transaction, the anticipated timing of the
completion of the Proposed Transaction, the services offered by Getaround and
the markets in which it operates, the expected total addressable market for the
services offered by Getaround, the sufficiency of the net proceeds of the
proposed transaction to fund Getaround’s operations and business plan and
Getaround’s projected future results. 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 may not be completed in a timely
manner or at all; (ii) the risk that the Proposed Transaction may not be
completed by InterPrivate’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline if sought by
InterPrivate; (iii) the failure to satisfy the conditions to the consummation of
the Proposed Transaction, including the adoption of the business combination
agreement by the stockholders of InterPrivate and Getaround, the satisfaction of
the minimum trust account amount following redemptions by InterPrivate’s public
stockholders 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 business combination
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 current plans and
operations of Getaround as a result; (viii) the outcome of any legal proceedings
that may be instituted against Getaround, InterPrivate or others related to the
business combination 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, gauge and adapt
to industry trends and changing host, guest and consumer preferences, and
identify and realize additional opportunities; (xii) the risk of adverse or
changing economic conditions, including the resulting effects on consumer
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
risk that Getaround may never achieve or sustain profitability; (xv) the risk
that Getaround will need to raise additional capital to execute its business
plan, which may not be available on acceptable terms or at all; (xvi) the risk
that the post-combination company experiences difficulties in managing its
growth and expanding operations; (xvii) the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their obligations;
(xviii) the ability to maintain strategic partnerships, including integrations
and collaborations with original equipment manufacturers and ride hailing apps;
(xix) the risk of product liability or regulatory lawsuits or proceedings
relating to Getaround’s products and offerings; (xx) the risk that Getaround is
unable to secure or protect its intellectual property; (xxi) the effects of
COVID-19 or other public health crises on Getaround’s business and results of
operations, the travel and transportation industries, travel and transportation
trends, and the global economy generally; and (xxii) costs related to the
Proposed Transaction. 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’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement
on Form S-4 and proxy statement/prospectus discussed above and other documents
filed by InterPrivate 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 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
gives any assurance that either Getaround or InterPrivate will achieve its
expectations.

No Offer or Solicitation

This Current Report on Form 8-K 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, 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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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.       Description

99.1          Press Release, dated May 11, 2022.

99.2          Investor Presentation, dated March 2022.

99.3          Proposed Transaction Summary.

104         Cover Page Interactive Data File (embedded with the Inline XBRL document).

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