Item 1.01 Entry into a Material Definitive Agreement.
Non-Redemption Agreement
On November 28, 2022, InterPrivate II entered into a Non-Redemption Agreement
(the "Non-Redemption Agreement") with the Magnetar Funds (as defined in the
Non-Redemption Agreement) (each, a "Non-Redeeming Stockholder"). Pursuant to the
Non-Redemption Agreement, 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 (the "Common Stock") beneficially owned by such
Non-Redeeming Stockholder (the "Committed Shares") 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 (the "Mudrick Minimum Cash Condition"), as
required by the Convertible Note Subscription Agreement, dated as of May 11,
2022, between InterPrivate II and Mudrick Capital Management L.P. (the "Mudrick
Note Subscription Agreement"), 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.
The foregoing description of the Non-Redemption Agreements is subject to and
qualified in its entirety by reference to the full text of the form of
Non-Redemption Agreement, a copy of which is included as Exhibit 10.1 hereto,
and the terms of which are incorporated by reference.
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Item 8.01 Other Events.
Service Fee to Sponsor Affiliates
As previously disclosed in the Registration Statement on Form S-1 initially
filed by InterPrivate II with the SEC on February 17, 2022 and declared
effective on March 9, 2022, InterPrivate II may make payments to InterPrivate
Acquisition Management II, LLC (the "Sponsor") 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.
Updates to the Disclosure of the Sponsor's Interests in the Business Combination
in the Proxy Statement/Prospectus
This current report on Form 8-K is being filed in order to, among other things,
update and supplement the information regarding the Sponsor's interests in the
Business Combination disclosed on pages 23-24, 46-47, 104-105, 156-157, and
204-205 of the Proxy Statement/Prospectus. A redlined copy of these disclosures
marked to show the changes to the original disclosures in the Proxy
Statement/Prospectus is attached herewith as Exhibit 99.1 and is incorporated by
reference.
This information should be read in conjunction with the Proxy
Statement/Prospectus, and if there is any inconsistency between the information
in the Proxy Statement/Prospectus and this current report on Form 8-K, you
should rely on the information in this current report on Form 8-K.
Additional Information and Where to Find It
In connection with the Proposed Transaction, InterPrivate II filed a
registration statement on Form S-4 (File No. 333-266054) (as amended, the
"Registration Statement") with the SEC, which includes a proxy statement with
respect to the stockholder meeting of InterPrivate II to vote on the Proposed
Transaction and a prospectus with respect to the combined company's securities
to be issued in connection with the Proposed Transaction. The Registration
Statement was declared effective by the SEC on November 14, 2022. The definitive
proxy statement/prospectus has been sent to all InterPrivate II stockholders.
InterPrivate II also will file with the SEC other documents regarding the
Proposed Transaction, including Prospectus Supplement No. 1 filed with the SEC
on November 23, 2022 ("Prospectus Supplement No. 1") and Prospectus Supplement
No. 2 filed concurrently with the filing of this current report on
Form 8-K ("Prospectus Supplement No. 2"). Before making any voting decision,
investors and security holders of InterPrivate II are urged to read the
Registration Statement, the definitive proxy statement/prospectus, as
supplemented by the information contained in this current Report on Form 8-K,
Prospectus Supplement No. 1 and Prospectus Supplement No. 2, 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 II, Getaround and the Proposed
Transaction.
Investors and security 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 II through the website maintained by the SEC
at www.sec.gov. In addition, the documents filed by InterPrivate II may be
obtained free of charge from InterPrivate II's website at https://ipvspac.com/
or by written request to InterPrivate II at InterPrivate II Acquisition Corp.,
1350 Avenue of the Americas, 2nd Floor, New York, NY 10019.
Participants in Solicitation
InterPrivate II and Getaround and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from InterPrivate II's
stockholders in connection with the Proposed Transaction. Information about
InterPrivate II's directors and executive officers and their ownership of
InterPrivate II's securities is set forth in InterPrivate II's filings with the
SEC, including InterPrivate II'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, and in
the Registration Statement. Additional information regarding the names and
interests in the Proposed Transaction of InterPrivate II'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
definitive proxy statement/prospectus regarding the Proposed Transaction. 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, including any exhibits filed herewith, contains
certain forward-looking statements within the meaning of the federal securities
laws with respect to the benefits of the Proposed Transaction between Getaround
and InterPrivate II and the anticipated timing of the completion of the Proposed
Transaction. 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 and related capital raising required for closing may not be
completed in a timely manner or at all; (ii) the risk that the Proposed
Transaction may not be completed by InterPrivate II's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by InterPrivate II; (iii) the failure to satisfy
the conditions to the consummation of the Proposed Transaction, including the
adoption of the Merger Agreement by the stockholders of InterPrivate II and
Getaround, the satisfaction of the minimum cash condition to closing, including
funds in InterPrivate II's trust account following redemptions by InterPrivate
II's public stockholders and alternative capital raising transactions, 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 Merger 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 Getaround's current plans and potential
difficulties in Getaround's employee retention as a result; (viii) the outcome
of any legal proceedings that may be instituted against Getaround or against
InterPrivate II related to the Merger 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, and identify and realize additional opportunities;
(xii) the risk of adverse or changing economic conditions, including the
resulting effects on consumer preference and 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 impact of Getaround's business model
on reducing pollution and emissions given its scale; (xv) the ability of
Getaround to maintain an effective system of controls over financial reporting;
(xvi) the ongoing impact of the COVID-19 pandemic on Getaround's business and
results of operations despite recent easing of these impacts; (xvii) the ability
of Getaround to respond to general economic conditions; (xviii) the acceptance
or adoption of carsharing as an alternative to car ownership in the geographies
in which Getaround operates its business; (xix) risks associated with increased
competition among providers of carsharing or other modes of transportation;
(xx) the ability of Getaround to manage its growth effectively; (xxi) the
ability of Getaround to achieve the expected benefits from strategic
acquisitions; (xxii) the ability of Getaround to achieve and maintain
profitability in the future; and (xxiii) the ability of Getaround to access
sources of capital to finance operations and growth and to have sufficient funds
to meet its working capital and capital expenditure requirements for the next 12
months after the closing. 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 II's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration
Statement and proxy statement/prospectus discussed above and other documents
filed by InterPrivate II 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 II 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 II gives any assurance that either Getaround
or InterPrivate II will achieve its expectations.
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No Offer or Solicitation
This current report on Form 8-K, including any exhibits filed herewith, 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 II, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Non-Redemption Agreement dated November 28, 2022 by and between
InterPrivate II Acquisition Corp. and Magnetar Financial LLC.
99.1 Redline of the Disclosure regarding the Sponsor's Interests in the
Business Combination in the Proxy Statement/Prospectus.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
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