0000899243-22-039066.txt : 20221219 0000899243-22-039066.hdr.sgml : 20221219 20221219210011 ACCESSION NUMBER: 0000899243-22-039066 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221208 FILED AS OF DATE: 20221219 DATE AS OF CHANGE: 20221219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SoftBank Vision Fund L.P. CENTRAL INDEX KEY: 0001699940 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221472699 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH BUSINESS PHONE: 44 1534 833000 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE STREET 2: 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF Holdings (UK) LLP CENTRAL INDEX KEY: 0001716727 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221472697 BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K3JP BUSINESS PHONE: 6508435214 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K3JP REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB INVESTMENT ADVISERS (UK) LTD CENTRAL INDEX KEY: 0001731509 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221472696 BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP BUSINESS PHONE: 44 2076290431 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF Sync Holdings (Cayman) Ltd CENTRAL INDEX KEY: 0001958134 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221472698 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORP LTD. STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: (345) 949-0200 MAIL ADDRESS: STREET 1: C/O WALKERS CORP LTD. STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK VISION FUND (AIV M2) L.P. CENTRAL INDEX KEY: 0001805808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221472695 BUSINESS ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 650.562.8211 MAIL ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF Fetch (Cayman) Ltd CENTRAL INDEX KEY: 0001958106 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40152 FILM NUMBER: 221472700 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORP LTD. STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: (345) 949-0200 MAIL ADDRESS: STREET 1: C/O WALKERS CORP LTD. STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Getaround, Inc CENTRAL INDEX KEY: 0001839608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 853122877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 GREEN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-295-5725 MAIL ADDRESS: STREET 1: 55 GREEN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: InterPrivate II Acquisition Corp. DATE OF NAME CHANGE: 20210108 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-12-08 0 0001839608 Getaround, Inc GETR 0001958106 SVF Fetch (Cayman) Ltd C/O WALKERS CORP LTD., 190 ELGIN AVENUE GEORGE TOWN E9 KY1-9008 CAYMAN ISLANDS 0 0 1 0 0001699940 SoftBank Vision Fund L.P. AZTEC GROUP HOUSE 11-15 SEATON PLACE ST. HELIER Y9 JE4 0QH JERSEY 0 0 1 0 0001958134 SVF Sync Holdings (Cayman) Ltd C/O WALKERS CORP LTD., 190 ELGIN AVE. GEORGE TOWN E9 KY1-9008 CAYMAN ISLANDS 0 0 1 0 0001716727 SVF Holdings (UK) LLP 69 GROSVENOR STREET LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001731509 SB INVESTMENT ADVISERS (UK) LTD 69 GROSVENOR STREET, LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001805808 SOFTBANK VISION FUND (AIV M2) L.P. 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 0 0 1 0 Common Stock 21516384 I See footnotes Earnout Shares 0.00 2029-12-08 Common Stock 10076396 I See footnotes Includes 12,885,948 shares of Common Stock held of record by SoftBank Vision Fund (AIV M2) L.P. and 8,630,436 shares of Common Stock held of record by SVF Fetch (Cayman) Limited. Softbank Vision Fund L.P. is the managing member of SVF Holdings (UK) LLP, which is the sole owner of SVF Sync Holdings (Cayman) Limited, which is the sole owner of SVF Fetch (Cayman) Limited. SB Investment Advisers (UK) Limited ("SBIA UK") has been appointed as alternative investment fund manager ("AIFM") of each of Softbank Vision Fund L.P. and SoftBank Vision Fund (AIV M2) L.P. As AIFM, SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of Softbank Vision Fund L.P.'s and SoftBank Vision Fund (AIV M2) L.P.'s investments. As a result of these relationships, the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interests therein. Pursuant to the Merger Agreement, dated as of May 11, 2022, by and among InterPrivate II Acquisition Corp., TMPST Merger Sub I Inc., TMPST Merger Sub II LLC, and Getaround, Inc., SVF Fetch (Cayman) Limited and SoftBank Vision Fund (AIV M2) L.P. will be entitled to receive 4,041,743 shares and 6,034,653 shares of Common Stock, respectively, in each case issuable as earnout shares based on the daily volume weighted average price of the Issuer's Common Stock achieving various price targets ($13.50, $17.00, $25.00, $30.00, $37.00, $46.00 and $55.00) for a period of at least 20 days out of 30 consecutive trading days, as may be adjusted. SVF Fetch (Cayman) Limited, By: /s/ Karen Ellerbe, Director 2022-12-19 SVF Sync Holdings (Cayman) Limited, By: /s/ Karen Ellerbe, Director 2022-12-19 SVF Holdings (UK) LLP, By: Softbank Vision Fund L.P., its Managing Member, By: SB Investment Advisers (UK) Limited, its Manager, By: /s/ Amanda Sanchez-Barry, General Counsel 2022-12-19 SoftBank Vision Fund L.P., By: SB Investment Advisers (UK) Limited, its Manager, By: /s/ Amanda Sanchez-Barry, General Counsel 2022-12-19 SoftBank Vision Fund (AIV M2) L.P., By: SB Investment Advisers (UK) Limited, its Manager, By: /s/ Amanda Sanchez-Barry, General Counsel 2022-12-19 SB Investment Advisers (UK) Limited, By: /s/ Amanda Sanchez-Barry, General Counsel 2022-12-19