Getaround, Inc. executed a letter of intent to acquire InterPrivate II Acquisition Corp. (NYSE:IPVA) from InterPrivate LLC, InterPrivate Acquisition Management II, LLC, Magnetar Financial LLC and others for $780 million in a reverse merger transaction on January 24, 2022. Getaround, Inc. entered into a definitive business combination agreement to acquire InterPrivate II Acquisition Corp. (NYSE:IPVA) from InterPrivate LLC, InterPrivate Acquisition Management II, LLC, Magnetar Financial LLC and others on May 11, 2022. Under the Merger Agreement, holders of Getaround's equity interests are expected to receive approximately $800 million (“the Base Purchase Price”) in aggregate consideration in the form Class A common stock, equal to the quotient obtained by dividing (i) the Base Purchase Price by (ii) the per share price of $10 at the Closing plus the number of shares comprising the Earnout Shares. InterPrivate will issue up to an additional 34 million shares to equity interest holders of Getaround and holders of Bridge Notes and up to an additional 11 million shares to certain personnel of Getaround as earnout consideration in tranches. At closing, Getaround shareholders will own 68% stake in combined company. Getaround becoming a public company upon completion of the transaction. In addition, in connection with the consummation of the Proposed Transaction (the “Closing”), InterPrivate will be renamed “Getaround, Inc.” Upon closing, the combined company is expected to be listed on the New York Stock Exchange under the new ticker symbol “GETR.”. if the Merger Agreement is terminated pursuant to its terms, then, Getaround agrees to pay $20 million and $30 million in all other cases.

The combined company will be led by Getaround Founder and Chief Executive Officer, Sam Zaid. Tom Alderman, Getaround's Vice President of Finance, has succeeded Laura Onopchenko as Chief Financial Officer. Onopchenko will remain with Getaround through November 30, 2022 to ensure an orderly transition, and remains a personal advisor to Sam Zaid. Additionally, Ravi Narula has been nominated for election by InterPrivate II Acquisition Corp.'s shareholders to the post-business combination Board of Directors.

The transaction is subject to the satisfaction or waiver of certain customary conditions to closing, including, among other things: (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) InterPrivate having at least $5,000,001 of net tangible assets following the redemption of its public shares, (iii) approval by the required stockholders of InterPrivate and Getaround of the Merger Agreement and the Proposed Transaction, (iv) the absence of any law enacted or order issued or threatened in writing by a governmental authority having the effect of restricting or making the transactions contemplated by the Merger Agreement illegal or otherwise prohibiting, restricting or making illegal the consummation of the transactions contemplated by the Merger Agreement, (v) approval for the listing on the New York Stock Exchange (“NYSE”) of the shares of Pubco Class A Common Stock to be issued in connection with the Proposed Transaction; with respect to Getaround's obligation to close only, InterPrivate Available Cash (as defined in the Merger Agreement) shall not be less than $225,000,000; the resignation of certain officers and directors of InterPrivate and Getaround; the Registration Statement will have been declared effective under the Securities Act and other customary closing conditions including certain regulatory approvals. The Boards of Directors of Getaround and InterPrivate have unanimously approved the transaction. The applicable waiting period under HSR Act expired on July 11, 2022. As of November 14, 2022, the registration statement was declared effective with respect to the transaction. The transaction has been approved by the shareholders of InterPrivate on December 7, 2022. The transaction is expected to close in the second half of 2022.

LionTree Advisors LLC acted as the financial advisor and White & Case LLP acted as the legal and due diligence advisor to InterPrivate. McKinsey & Company, Inc. acted as the due diligence advisor to Getaround. Alan I. Annex, Kenneth A. Gerasimovich, Michael D. Helsel, Laurie L. Green, Yoojin Lee and Michael Helsel of Greenberg Traurig, LLP acted as legal advisors to InterPrivate II Acquisition Corp. Joseph Perkins, Christine McCarthy, Niki Fang, Brett Cooper, Dolph Hellman, Steve Malvey, Daniel Yost, Stephen Venuto, Matthew Gemello and Bill Hughes of Orrick, Herrington & Sutcliffe LLP acted as legal advisors to Getaround. U.S. Bank Trust Company, National Association acted as registrar to Getaround, Inc. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to InterPrivate II Acquisition Corp. Morrow & Co., LLC acted as the information agent to InterPrivate II Acquisition Corp. for a service fee of $0.03 million. EarlyBirdCapital, Inc. acted as capital markets advisor to InterPrivate and UBS Securities LLC acted as lead capital markets advisor to Getaround. Latham & Watkins LLP served as legal counsel to UBS Securities LLC. Latham & Watkins LLP acted as legal advisor to InterPrivate II Acquisition Corp.

Getaround, Inc. completed the acquisition of InterPrivate II Acquisition Corp. (NYSE:IPVA) from InterPrivate LLC, InterPrivate Acquisition Management II, LLC, Magnetar Financial LLC and others in a reverse merger transaction on December 8, 2022. In connection with the completion of the Business Combination, Getaround's common stock and warrants will begin trading on the NYSE under the ticker symbols “GETR” and “GETR.WS,” respectively, on December 9, 2022. Getaround's Chief Executive Officer and Co-Founder, Sam Zaid, and the current management team of Getaround, will continue to lead the Company.