InterPrivate II Acquisition Corp.

PROPOSED BUSINESS COMBINATION: Getaround

ENTERPRISE VALUE: $900 million

ANTICIPATED SYMBOL: GETR

InterPrivate II Acquisition Corp. proposes to combine with Getaround a leading global and digital carsharing marketplace.

Getaround’s mission is to change the paradigm of car ownership fundamentally. Getaround’s technology platform addresses the severe underutilization of vehicles throughout the world – 95% of a vehicle’s life is idle, resting in a parking space, rather than producing income for its owner and mobility solutions for the consumer. Through its proprietary technology, Getaround allows for an entirely digital and contactless carsharing experience, unlike its competitors. Getaround Connect^® enables consumers to reserve instantly and retrieve within minutes a nearby vehicle, without the need to fill out paperwork, wait in line or physically exchange keys. Additionally, the digital ease of Getaround Connect empowers hosts to build profitable and sustainable businesses by allowing them to easily scale and manage large fleets of vehicles across wide market regions.

SUBSEQUENT EVENT – 12/1/22 – LINK

• InterPrivate II and Getaround have agreed to restructure the Bonus Share arrangement as applied to Public Stockholders such that an aggregate of 9.0 million Bonus Shares will be allocated to non-redeeming Public Stockholders regardless of the level of redemptions at Closing.
  • Accordingly, the aggregate number of Bonus Shares apportioned to non-redeeming Public Stockholders will be fixed at 9.0 million shares and will not vary based on the redemption level.
  • As revised, the number of Bonus Shares non-redeeming Public Stockholders will be entitled to receive for each outstanding share of Class A Stock held at the Closing has been increased from approximately 0.2867934 Bonus Shares to approximately 0.3478261 Bonus Shares in the no redemption scenario and from approximately 1.3063387 Bonus Shares to approximately 18.1013677 Bonus Shares in the contractual maximum redemption scenario, which assumes that 25,496,400 shares of Class A Stock are redeemed, which per share amount would significantly decrease after giving effect to the maximum exercise of any non-redemption agreements.
• In addition, the number of Bonus Shares apportioned to the Initial Stockholders, comprised of the Sponsor, EarlyBirdCapital’s designees and the current and former independent directors of InterPrivate II, will continue to be capped at the amount described in the Proxy Statement/Prospectus, which is the number of Bonus Shares they would have received in a no redemption scenario.
  • The mechanism for allocating the Bonus Shares or other shares of Class A Stock of InterPrivate II to the Initial Stockholders is expected to be through an amendment to the number of Escrow Shares and/or through one or more agreements under which the Sponsor would forfeit all or a portion of the Bonus Shares to which it would otherwise be entitled to receive in exchange for an entitlement to an equivalent number of shares of InterPrivate II or securities of Getaround that would convert automatically into shares of Class A Stock of InterPrivate II at Closing.
  • In no event will the manner of participation by the Initial Stockholders in the Bonus Shares reduce the 9.0 million Bonus Shares allocated to non-redeeming Public Stockholders or change the aggregate number of shares issuable by InterPrivate II in connection with the Business Combination.

SUBSEQUENT EVENT – 11/30/22 – LINK

• InterPrivate II entered into a Non-Redemption Agreement with Magnetar Funds.
  • Each Non-Redeeming Stockholder agreed that it will, at InterPrivate II’s election, not redeem an amount of shares of Class A Common Stock of InterPrivate II beneficially owned by such Non-Redeeming Stockholder up to an aggregate of 1,550,000 shares, to the extent elected by InterPrivate II, provided that
    • (i) InterPrivate II and Getaround require no more than $15.5 million of additional gross proceeds to satisfy the minimum cash condition of at least $50 million additional gross proceeds, as required by the Convertible Note Subscription Agreement, dated as of May 11, 2022, between InterPrivate II and Mudrick Capital Management L.P., and
    • (ii) at least 9,000,000 shares of Common Stock will be offered by InterPrivate II to all non-redeeming holders of Common Stock on a pro-rata basis without payment of a purchase price upon the consummation of the Business Combination.
  • In consideration of the Non-Redeeming Stockholder’s commitment to not redeem the Committed Shares, to the extent elected by InterPrivate II, InterPrivate II agreed to pay a cash fee of $3,000,000 in the aggregate to all of the Non-Redeeming Stockholders upon the closing of the Business Combination and the sale of the notes pursuant to the Mudrick Note Subscription Agreement.
    • In addition, each Non-Redeeming Stockholder agreed that until the earlier of
      • (i) the consummation of the Business Combination
      • (ii) an announcement that the Business Combination will not occur, or
      • (iii) January 31, 2023, it will not transfer, pledge, or engage in any short sales with respect to shares of Common Stock it currently beneficially owns in excess of an aggregate limit of 454,500 shares when taken together with any such actions taken by the other Non-Redeeming Stockholders.

Service Fee to Sponsor Affiliates

• InterPrivate II may make payments to InterPrivate Acquisition Management II, LLC and its affiliates certain fees including “payment of consulting, success or finder fees to our sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination.”
• On November 25, 2022, the audit committee of InterPrivate II’s Board of Directors approved a fee up to an aggregate amount of $2,000,000 to certain management members of InterPrivate II and affiliates of the Sponsor for their services in facilitating the consummation of the Business Combination.

TRANSACTION

• The transaction represents a combined company pro forma equity value of approximately $1.2 billion assuming no redemptions from InterPrivate’s $259 million Trust.
• The business combination is expected to result in at least $225 million and up to $434 million in gross proceeds to the Company, including a convertible note commitment of up to $175 million provided by affiliates of Mudrick Capital Management, LP

PIPE

• InterPrivate and Getaround anticipate that after the execution of the Merger Agreement, certain investors (collectively, the “PIPE Investors”) will agree to make private investments in InterPrivate in an aggregate amount to be mutually agreed by InterPrivate and Getaround to purchase shares of Parent Class A Stock to be consummated immediately prior to the consummation of the Proposed Transaction (the “PIPE Subscription Agreements”).

CONVERTIBLE NOTE

• InterPrivate entered into a subscription agreement (the “Mudrick Subscription Agreement”) with Mudrick Capital Management L.P., pursuant to which InterPrivate will sell to Mudrick convertible promissory notes (the “Mudrick Convertible Notes”) in an aggregate principal amount of at least $100 million, up to a maximum of $175 million.
•  The Mudrick Convertible Notes will be convertible into shares of Pubco Class A Common Stock at an initial conversion rate of 86.96 shares of Pubco Class A Common Stock per $1,000 principal amount of Mudrick Convertible Notes, representing an initial conversion price of $11.50 per share, subject to a downward adjustment to 115% of the average daily VWAP of Pubco Class A Common Stock for the 90 trading days after the Closing Date, subject to a minimum conversion price of $9.21 per share,
• In connection with the execution of the Mudrick Subscription Agreement, InterPrivate agreed to issue warrants (the “Notes Warrants”), each representing the right to purchase one share of Pubco Class A Common Stock, that are exercisable for shares of Pubco Class A Common Stock having an aggregate value equal to $3.5 million, based upon a value of $1.25 per Note Warrant;
  • provided that such value shall be adjusted upward or downward to reflect the VWAP of the equivalent publicly-traded warrants of InterPrivate during the 90 trading days following the Closing Date, subject to a maximum upward or downward adjustment of $0.75 per Note Warrant.
  • Notwithstanding the foregoing, InterPrivate shall have the right to pay cash in lieu of issuing the Note Warrants; provided that such cash amount will be equal to $3.5 million.
• InterPrivate also agreed to pay Mudrick within 100 trading days following the Closing Date, a fee equal to $5.25 million (the “Backstop Fee”).

EARNOUT

• Following the Closing, Pubco will issue up to an additional 34,000,000 shares of Pubco Class A Common Stock (“Earnout Shares”) to equity interest holders of Getaround and holders of Bridge Notes and up to an additional 11,000,000 shares of Pubco Class A Common Stock to certain personnel of Getaround as earnout consideration in tranches based upon the VWAP of Pubco Class A Common Stock for any 20 Trading Days within a period of 30 consecutive Trading Days at any time following the Closing Date until the 7 year anniversary of the Closing Date.
• The Earnout Shares will vest at the following price thresholds:
  • The VWAP of the shares of Parent Class A Stock equals or exceeds $13.50 (the “First Level Earnout Target”), Parent will issue or cause to be released from vesting
    • (A) 3,400,000 shares of Parent Class A Stock  to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options (the “Earnout Recipients”).
    • (B) 1,100,000 shares of Parent Class A Stock ( to the Company Personnel.
  • The VWAP of the shares of Parent Class A Stock equals or exceeds $17.00 (the “Second Level Earnout Target”), Parent will issue or cause to be released from vesting
    • (A) 3,400,000 shares of Parent Class A Stock to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options.
    • (B) 1,100,000 shares of Parent Class A Stock to the Company Personnel.
  • The VWAP of the shares of Parent Class A Stock equals or exceeds $25.00 (the “Third Level Earnout Target”), Parent will issue or cause to be released from vesting
    • (A) 4,533,333 shares of Parent Class A Stock to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options
    • (B) 1,466,667 shares of Parent Class A Stock to the Company Personnel.
  • The VWAP of the shares of Parent Class A Stock equals or exceeds $30.00 (the “Fourth Level Earnout Target”), Parent will issue or cause to be released from vesting
    • (A) 5,666,666 shares of Parent Class A Stock to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options.
    • (B) 1,833,334 shares of Parent Class A Stock to the Company Personnel.
  • The VWAP of the shares of Parent Class A Stock equals or exceeds $37.00  (the “Fifth Level Earnout Target”), Parent will issue or cause to be released from vesting
    • (A) 5,666,666 shares of Parent Class A Stock to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options.
    • (B) 1,833,333 shares of Parent Class A Stock to the Company Personnel.
  • The VWAP of the shares of Parent Class A Stock equals or exceeds $46.00 (the “Sixth Level Earnout Target”), Parent will issue or cause to be released from vesting
    • (A) 5,666,667 shares of Parent Class A Stock to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options.
    • (B) 1,833,333 shares of Parent Class A Stock to the Company Personnel.
  • The VWAP of the shares of Parent Class A Stock equals or exceeds $55.00 (the “Seventh Level Earnout Target”), Parent will issue or cause to be released from vesting
    • (A) 5,666,666 shares of Parent Class A Stock to the Company Stockholders, the holders of Bridge Notes, the holders of Company In-the-Money Vested Options.
    • (B) 1,833,333 shares of Parent Class A Stock to the Company Personnel.

LOCK-UP

• The securities of InterPrivate held by the Legacy Holders to be locked-up for a period beginning on the Closing Date and ending on the date that is 180 days after the Closing Date (the “Legacy Holder Lock-up Expiration Date”)
• The securities of Pubco held by the Sponsor Holders to be locked-up for a period beginning on the Closing Date and ending on the date that is the 1 year anniversary of the Closing Date (the “Sponsor Lock-up Expiration Date”)
  • The lock-up will expire with respect to 50% of the securities of Pubco held by the Legacy Holders and Sponsor Holders, if prior to the applicable Lock-Up Expiration Date, on the date on which the sale price of the Pubco Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period, and the lock-up will expire with respect to the remaining 50% of the securities of Pubco held by Legacy Holders and Sponsor Holders, if subsequent to the Closing Date and prior to the applicable Lock-up Expiration Date, on the date that the Pubco consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Pubco’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

NOTABLE CONDITIONS TO CLOSING

• The obligations of the parties to consummate the Proposed Transaction are subject to Parent Available Cash being more than $225,000,000.

NOTABLE CONDITIONS TO TERMINATION

• The Merger Agreement may be terminated by InterPrivate or Getaround if the Closing has not occurred on or before December 31, 2022.
• By InterPrivate or Getaround if the consummation of the transaction is permanently restricted, enjoined or prohibited by the terms of a final, non-appealable order issued by governmental authority.
• In the event that the Merger Agreement is terminated by:
  • (i) InterPrivate due to a Fundamental Breach by Getaround or
  • (ii) during the period beginning on the date of execution of the Merger Agreement and ending 6 months after termination, Getaround enters into a letter of intent or other agreement with any person that resulted from a Fundamental Breach that occurred at any time before the Merger Agreement is terminated, then, Getaround agrees to pay
    • (i) $20,000,000 if the Fundamental Breach results solely from a transaction described in clause
    • (ii) of the definition of Fundamental Breach Transaction
    • (ii) $30,000,000 in all other cases (the “Fundamental Breach Compensation”) to InterPrivate or its designee by wire transfer of same-day funds as liquidated damages.

ADVISORS

• None listed

MANAGEMENT & BOARD

Executive Officers

Ahmed Fattouh, 47
Chief Executive Officer and Chairman

Mr. Fattouh has over 25 years of private equity and M&A experience. Since 2017, he has been a Founder Member and the Chief Executive Officer of InterPrivate LLC, a private investment firm that invests on behalf of a consortium of family offices in partnership with independent sponsors from leading private equity firms with strong relationships with former portfolio companies. Mr. Fattouh’s blank check company experience includes serving as Chairman and CEO of InterPrivate Acquisition Corp., which announced its intent to combine with Aeva Inc. in November 2020, and senior advisor to Tuscan Holdings Corp., which announced its intent to combine with Microvast Inc. in February 2021. In 2001, Mr. Fattouh became a Founding Member and the Chief Executive Officer of Landmark Value Investments, an asset management firm. He also served as the Managing Member of Landmark Value Strategies, Landmark Activist Strategies, Landmark Credit Strategies, the Landmark Real Assets Fund, the Landmark Protection Fund, Globalist Value Strategies and the Globalist MENA Fund. Mr. Fattouh is a former member of the private equity group at Investcorp International and the M&A Department of Morgan Stanley & Co. in New York. He has executed transactions involving industry leaders, including RJR Nabisco, Mobil Corporation, Ampolex, IBM, Elf Atochem, Tivoli Systems, Eagle Industries, Amerace, Washington Energy, Puget Power, Synergy Gas, KKR, Saks Fifth Avenue, Werner Ladder, Falcon Building Products, LVMH, Bliss, Eastern Software, Sumo Logic, and Fidelity National. Mr. Fattouh previously served as a director of Columbia Medical Products, the Del Grande Dealer Group, Massmedium, and Collective Sense. Mr. Fattouh received a B.S. in Foreign Service from Georgetown University.

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Brian Q. Pham, 33
Executive Vice President

Mr. Pham has been an investor, advisor, and builder of technology companies throughout his career. Mr. Pham’s blank check company experience includes serving as Senior Vice President of InterPrivate Acquisition Corp. and advisor to Tuscan Holdings Corp. Mr. Pham has been an independent investor and C-level advisor to technology companies since 2017. From 2013 to 2016, he was a Principal at Sherpa Capital, a San Francisco based venture capital firm. Mr. Pham was on the founding team, was the first investor to join the founders, and helped build the organization from the ground to approximately $700 million in assets under management. Select investments led or co-led by Mr. Pham include Pillpack, Slack, Uber, Airbnb, Curology, Opendoor, and Cue. He is also an advisor to Maven and Cytovale. From 2011 to 2013, Mr. Pham was a member of the Morgan Stanley technology investment banking team based in Menlo Park. There he focused on the equity markets for high growth technology companies and helped clients raise $22.0 billion through initial public offerings, follow-on equity offerings, and convertible debt offerings. A few representative transactions that his team led include IPOs for Facebook, Workday, and ServiceNow. Prior to Morgan Stanley, Mr. Pham was a biotech entrepreneur and helped lead efforts to build companies based off of IP developed at the UCLA Department of Bioengineering. Mr. Pham received a B.S. in Bioengineering from the University of California Los Angeles.

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Alan Pinto, 49
Executive Vice President

Mr. Pinto is a 25-year veteran of the finance industry. Mr. Pinto’s blank check company experience includes serving as Senior Vice President of InterPrivate Acquisition Corp. and advisor to Tuscan Holdings Corp. After establishing himself in institutional Sales and Trading, Mr. Pinto became a founding Managing Director of Dahlman Rose & Co in 2003, a boutique investment bank focused on the shipping industry and all related energy and commodity markets. Having established a long roster of sophisticated institutional clients who had a growing appetite for structured, private deals, Mr. Pinto left Dahlman Rose in 2013 to independently advise corporate clients on capital raising and M&A. In 2014, Mr. Pinto coordinated a $500 million hybrid mezzanine and equity investment from several hedge funds to back a European tanker operator to acquire a $1.0 billion fleet of crude carriers from AP Moeller-Maersk. Since that transaction, Mr. Pinto has advised on deals across a wide spectrum of industries, including auto retail, real estate, transportation infrastructure, oil and gas and technology. Mr. Pinto received a B.A. from Georgetown University.

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Brandon Bentley, 46
General Counsel and Director

Mr. Bentley is founder of InterPrivate and has been Chief Operating Officer and General Counsel since 2017. Mr. Bentley’s blank check company experience includes serving as General Counsel and board member of InterPrivate Acquisition Corp. From 2005 to 2014, Mr. Bentley was the General Counsel, Chief Operating Officer and Chief Compliance Officer of Landmark Value Investments. Mr. Bentley also served as General Counsel of the firm’s registered broker-dealer affiliate from 2011 to 2013. Prior to InterPrivate, Mr. Bentley served as the General Counsel and Chief Operating Officer of Castellan Real Estate Partners, a real estate private equity firm based in New York, from 2014 to 2016 and worked for e.ventures Europe in a senior finance and operations capacity. Mr. Bentley previously worked as an attorney at White & Case LLP in New York from 1999 to 2005, where he focused on securities transactions and mergers and acquisitions. Mr. Bentley received a B.A. from Wake Forest University and a J.D. from Boston University School of Law.

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James Pipe, 31
Vice President

From 2018 to 2020, Mr. Pipe served as a member of the finance team at Google Ventures, the venture capital arm of Alphabet Inc., where his responsibilities included managing the monthly financial statement preparation process for the firm, acting as the primary liaison between Google Ventures and the Alphabet corporate accounting team, and managing the firm’s relationships with external service providers. From 2014 to 2018, Mr. Pipe was the Controller at Sherpa Capital, a San Francisco based venture capital firm. Mr. Pipe was a member of the founding team and oversaw the finance, operations, legal, human resources, and information technology functions of the firm, scaling the back office to support approximately $700 million in assets under management. From 2011 to 2014, Mr. Pipe worked in a finance and operations role at Landmark Advisors. Mr. Pipe received a B.A. in Economics from New York University, where he studied on a National Merit Scholarship.

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Board of Directors

Jeffrey Harris, 65
Director

Mr. Harris is the founder and managing member of Global Reserve Group LLC, a financial advisory and investment firm founded in 2011 focused primarily on the energy industry. From 1983 to 2011, he worked at Warburg Pincus LLC and was a Managing Director and member of the Executive Management Group. During his tenure he invested in numerous companies across sectors including energy, technology, telecommunications, industrial, and consumer/retail, and has served as a director of over forty public and private companies, including Chargepoint. Currently, he is a director of Knoll, Inc. and several private companies. In addition, Mr. Harris is a member of the Board of Trustees of each of the Cranbrook Educational Community, New York-Presbyterian Hospital and Friends of the High Line. He was an adjunct professor at Columbia Business School for thirteen years, and is a past chairman of the National Venture Capital Association. Mr. Harris received a B.S. in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School.

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Susan L. Decker, 58
Director

Ms. Decker is the CEO and founder of Raftr, a trusted event and communications platform for college campuses. She also serves on the boards of directors of Berkshire Hathaway Corporation, Costco Wholesale Corporation, SurveyMonkey, Vail Resorts, Vox Media and Automattic, and she has previously served on the boards of Intel Corporation and Pixar Animation Studios, among others. From June 2000 to April 2009, Ms. Decker held various executive management positions at Yahoo! Inc., including president (June 2007 to April 2009), head of the Advertiser and Publisher Group (December 2006 to June 2007), and chief financial officer (June 2000 to June 2007). Before Yahoo!, Ms. Decker spent 14 years with Donaldson, Lufkin & Jenrette as Managing Director of global equity research (1998 to 2000), and previously as an equity research analyst (1986 to 1998). She received the designation of Chartered Financial Analyst in 1989 and served on the Financial Accounting Standards Advisory Council (FASAC) for a four-year term, from 2000 to 2004. Ms. Decker holds a B.S. degree from Tufts University with a double major in computer science and economics, and an M.B.A. from Harvard Business School.

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Tracey Brophy Warson, 58
Director

Ms. Warson is an advisor to startups in FinTech, clean energy, and food sustainability, and she has more than 30 years of experience building financial services businesses. Most recently, Ms. Warson was CEO of Citi Private Bank from 2014-2019, and she served as Chairman of Citi Private Bank North America from 2019-2020. As CEO of Citi Private Bank in North America, Ms. Warson was directly responsible for leading the ultra-high net worth and Law Firm Group private banking activities in 25 offices throughout North America, overseeing over $230.0 billion in client business volume as of year-end 2018. Prior to her role as CEO, she was Global Market Manager for the Western U.S. from 2010 to 2014 and oversaw Private Banking in Beverly Hills, Los Angeles, Orange County, Palo Alto, San Francisco, Phoenix and Seattle. From 2014-2018, Ms. Warson was the co-chair of Citi Women, Citi’s global strategy to focus on the advancement of women as leaders and business drivers. Before joining Citi in 2009, Ms. Warson served as West Division Executive for US Trust, Bank of America Private Wealth Management. Prior to joining US Trust, she was Executive Vice President and Regional Managing Director of Private Client Services at Wells Fargo Private Bank. Previously, Ms. Warson served as an Executive Vice President and Head of Sales and Distribution for Wells Fargo’s trading and sales business. She started her career in banking as an International Banking Officer at Toyo Trust & Banking Company in Los Angeles. Since 2015, Ms. Warson has been recognized each year by the American Banker as of one of the top “25 Most Powerful Women in Finance.” Additionally, in 2018, the Financial Times recognized Ms. Warson as an “FTHero” in their ranking of the Top 100 executives globally who support women in business. Ms. Warson earned her B.A. in Business Administration and French from the University of Minnesota. She also completed a fellowship at the Université de Tours in Tours, France.

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