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InterPrivate II Acquisition Corp. (IPVA) Tweaks Bonus Shares
by Marlena Haddad on 2022-12-01 at 10:02am

InterPrivate II Acquisition Corp. (NYSE:IPVA) disclosed this morning that it has restructured its bonus share agreement in connection to its proposed merger with carsharing marketplace Getaround.

The parties previously agreed to reserve and set aside the bonus shares, consisting of 9,333,333 shares, to be allocated to the non-redeeming public stockholders, the designees of EarlyBirdCapital and the holders of the Class B Stock.

Under that arrangement, each non-redeeming stockholder was entitled to its pro rata share of the bonus shares based on the number of shares of Class A Stock held immediately following the closing as a percentage of the total number of shares of Class A Stock that remain outstanding after giving effect to redemptions and the automatic conversion of the Class B Stock into shares of Class A Stock.

As the holders of Class B Stock and EarlyBirdCapital’s designees are obligated not to redeem, non-redeeming stockholders would be entitled to fewer bonus shares at higher levels of redemptions at closing. In a no redemption scenario, the maximum number of shares available would be 7,420,779 shares, whereas in the contractual maximum redemption scenario, which assumes that 25,496,400 shares of Class A Stock are redeemed, 494,579 bonus shares would be allocated to non-redeeming public stockholders.

InterPrivate II and Getaround have agreed to restructure the bonus share arrangement as applied to stockholders so that an aggregate of 9 million shares will be allocated to the pool regardless of redemption levels. As revised, the number of bonus shares non-redeeming stockholders will be entitled to receive for each outstanding share of Class A Stock held at closing has been increased from approximately 0.2867934 shares to approximately 0.3478261 shares in the event of no redemptions and from approximately 1.3063387 shares to approximately 18.1013677 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 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, which is the number of bonus shares they would have received in a no redemption scenario.

The mechanism for allocating the shares 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.

Just yesterday, InterPrivate II entered into a non-redemption agreement with the Magnetar Funds where each non-redeeming stockholder agreed that it will not redeem an amount of shares of Class A Common Stock up to an aggregate of 1,550,000 shares.

IPVA inked its $900 million business combination with Getaround on May 11, 2022. San Francisco-based Getaround allows users to rent out their cars to short-term renters in a similar model as Airbnb (NASDAQ:ABNB).


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