contractual maximum redemption scenario) for each outstanding share of Class A Stock. Based on the closing price of $10.04 per share of Class A Stock on the NYSE on November 29,
2022, non-redeeming Public Stockholders, after receiving Bonus Shares, will own Class A Stock with an assumed value ranging between $13.53 (assuming the no redemption scenario) and $248.71 (assuming the
contractual maximum redemption scenario) for each outstanding share of Class A Stock.
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 companys 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), Prospectus Supplement No. 2 filed with the SEC on November 30, 2022 (Prospectus Supplement No. 2) and Prospectus Supplement No. 3 filed concurrently with the
filing of this current report on Form 8-K (Prospectus Supplement No. 3). 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, Prospectus Supplement No. 2 and
Prospectus Supplement No. 3, 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 IIs
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 IIs stockholders in connection with the Proposed Transaction. Information about InterPrivate IIs
directors and executive officers and their ownership of InterPrivate IIs securities is set forth in InterPrivate IIs filings with the SEC, including InterPrivate IIs 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 IIs and Getarounds 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.
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 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 IIs 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