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                              October 14, 2022

       Ahmed Fattouh
       Chairman and Chief Executive Officer
       InterPrivate II Acquisition Corp.
       1350 Avenue of the Americas
       New York, New York 10019

                                                        Re: InterPrivate II
Acquisition Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed September 26,
2022
                                                            File No. 333-266054

       Dear Ahmed Fattouh:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 12, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-4 filed September
26, 2022

       The Special Meeting of InterPrivate II Stockholders, page 149

   1.                                                   We note your disclosure
that "[a]lthough not understood by InterPrivate II to be required
                                                        by Delaware law,
InterPrivate II is also requiring the approval of the Charter Amendment
                                                        Proposal by the
affirmative vote in person (which would include presence at a virtual
                                                        meeting) or by proxy of
the holders of a majority of all then-outstanding shares of Class A
                                                        Stock entitled to vote
thereon at the special meeting, voting separately as a single series."
                                                        Please revise to
explain the basis for which InterPrivate II does not understand such vote
                                                        to be required by
Delaware law. In addition, please include a new, standalone risk factor
                                                        disclosing the risks
associated with seeking such approval in such manner.
 Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed     Fattouh
             II Acquisition Corp.
Comapany
October  14,NameInterPrivate
             2022             II Acquisition Corp.
October
Page  2 14, 2022 Page 2
FirstName LastName
The Background of the Business Combination, page 158

2.       We note your response to comment 2, as well as your revised disclosure
on page 165 that,
         on December 22, 2021, Getaround initially proposed the reduced
pro-forma enterprise
         valuation of $900 million, and InterPrivate II indicated that such new
valuation was
         "preliminarily acceptable" on December 24, 2021. In connection
therewith, please:

                Revise to clarify, if true, that the parties determined the
$900 million valuation prior
              to receiving the updated business plan that included the
projections on December 29,
              2021.

                Revise to provide a more complete discussion of the process by
which the parties
              initially arrived at, and preliminarily agreed to, such
valuation. To the extent that the
              parties relied on qualitative factors, specify and elaborate on
such factors and related
              judgments and how the parties considered them in the context of
the valuation. In
              this regard, while your disclosure indicates that the updated
business plan was used to
              ultimately in-part assess the reasonableness of the valuation, it
is not clear how
              Getaround derived the $900 million valuation or how InterPrivate
II initially assessed
              such valuation prior to receiving the updated business plan.

                Revise your disclosure to explain how InterPrviate II   s
treasury stock enterprise
              valuation of Getaround, discussed on page 184, fits into the
negotiations of the
              agreed-upon $900 million valuation. In this regard, we note that
the background
              section does not discuss how InterPrivate II derived Getaround
s value to be $900
              million through such method, but it appears that such
quantitative assessment was
              used in assessing Getaround   s proposed $900 million valuation.

                Please revise your discussion of the implied 3.1x and 4.3x
multiples to discuss how
              you arrived at such multiples. In this regard, it appears that
you used the 2023
              projections data and the $900 million valuation to then arrive at
such multiples.
              Revise to clarify that such multiples are not derived from the
comparable
              company analysis, if true.

                To the extent that the $900 million valuation was primarily
derived and assessed
              through a qualitative process (as opposed to a quantitative
process and assessment),
              please revise your risk factor discussing the absence of a
third-party valuation on
              page 112 to also highlight the absence of a quantitative
valuation of Getaround, and
              the related risks to shareholders in light of the qualitative
process undertaken by the
              parties. Please make conforming changes in your Questions and
Answers section on
              page 25 and your Reasons section on page 177.
 Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed     Fattouh
             II Acquisition Corp.
Comapany
October  14,NameInterPrivate
             2022             II Acquisition Corp.
October
Page  3 14, 2022 Page 3
FirstName LastName
Comparable Public Company Analysis, page 180

3.       We note your response to comment 4, as well as your amended disclosure
indicating that
         LionTree assisted with the selection of the comparable companies,
advised InterPrivate II
         which valuation frameworks investors would prioritize, provided
valuation analysis in
         connection with the comparable companies analysis, and prepared
materials reviewed by
         InterPrivate II with respect to the "the multiples of a selected set
of comparable companies
         of the median enterprise value/sales." Such disclosure indicates that
LionTree prepared
         materials materially related to the transaction and reviewed by
InterPrivate II, which
         would fall within the purview of Item 4(b) of Form S-4. Please provide
the information
         required by Item 4(b) of Form S-4 and Item 1015(b) of Regulation M-A
with respect to
         such materials. In addition, any written materials contained or used
in the report, opinion
         or appraisal, as well as the consent of the outside party, must be
filed as exhibits to the
         Form S-4. Please refer to Items 4(b) and 21(c) of Form S-4.
4.       We note your response to comment 8, as well as your amended
disclosure. To provide
         shareholders with a more complete picture in assessing the comparable
company analysis,
         where you discuss that the "prospective financial information formed
the basis for
         InterPrivate II   s analysis and are subject to the assumptions
described in the section titled
         "    Certain Unaudited Prospective Financial Information of
Getaround," please state that
         Getaround has determined that such assumptions are no longer accurate,
as you do on
         page 185.
Material U.S. Federal Income Tax Considerations for Holders of Class A Stock,
page 220

5.       We note your response to comment 19, as well as your amended
disclosure and your form
         of exhibit 8 tax opinion. With respect to your disclosure that the
"Mergers will not
         constitute a taxable transaction to holders of Public Shares for U.S.
federal income tax
         purposes," please revise to also address the intended consequences of
the Mergers as a
         tax-free reorganization within the meaning of Section 368(a) of the
Code. If there is
         uncertainty regarding the tax treatment of the Mergers, counsel may
issue a "should" or
         "more likely than not" opinion with respect to such consequences, to
make clear that the
         opinion is subject to a degree of uncertainty, and explain why it
cannot give a firm
         opinion. Last, please revise clause (iii) of paragraph (3) of exhibit
8.1 to exclude
         InterPrivate II Acquisition Corp. from your assumptions regarding due
execution and
         delivery, as well as requisite corporate authority. Refer to Staff
Legal Bulletin No. 19.
Getaround Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Non-GAAP Financial Measures
Trip Contribution Profit and Trip Contribution Margin, page 314

6.       We note your response and related revisions to comment 23. It appears
gross profit from
         service revenue and gross margin from service revenue for the fiscal
years ended
 Ahmed Fattouh
InterPrivate II Acquisition Corp.
October 14, 2022
Page 4
         December 31, 2021 and 2020 in the non-GAAP financial measure
reconciliation tabular
         disclosure on page 315 do not agree to the respective balances in the
gross profit from
         service revenue tabular disclosure on the same page. Please revise.
Certain Getaround Relationships and Related Party Transactions, page 326

7.       We note your revised disclosure on page 318 that in 2022 "an immediate
family member
         of management provided an additional $4.75 million in advance
financing in anticipation
         of additional bridge loan financing." Please disclose such agreement
here in accordance
         with Item 404 of Regulation S-K or tell us why such disclosure is not
required.
Getaround, Inc.
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Costs and Expenses, page F-75

8.       We note your response to comment 27. It appears that auto insurance is
a critical
         component of empowering your guests to access safe, affordable and
insured cars. Please
         revise, or explain in sufficient detail your basis for excluding auto
insurance expense, a
         direct cost, from your cost of revenue.
9.       On a related matter, please describe all costs indirectly related to
sales transactions that are
         not properly characterized as costs of revenue, as referred to in your
response, and tell us
         the related amounts for each period presented.
10.      Given the necessity of software and hardware maintenance to keep the
platform operable
         and generate revenue, please tell us why maintenance costs are
excluded from cost of
         revenue. Additionally, tell us the amount of maintenance costs for
software, hardware,
         and user experience for each period presented.
Exhibit Index, page II-2

11.    We note your response to comment 29, as well as your revised filing fee
table that
       proposes registering escrow shares to potentially be issued to
non-redeeming shareholders
       of InterPrivate II Acquisition Corp. II. Please provide us with your
analysis as to how
FirstName LastNameAhmed Fattouh
       such registration is consistent with the use of Form S-4, as it appears
that such registration
Comapany    NameInterPrivate
       contemplates   a primaryIIissuance
                                  Acquisition Corp.to your shareholders outside
the scope of the
                                          of shares
Octoberproposed
         14, 2022exchange
                   Page 4 offer.
FirstName LastName
 Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed     Fattouh
             II Acquisition Corp.
Comapany
October  14,NameInterPrivate
             2022             II Acquisition Corp.
October
Page  5 14, 2022 Page 5
FirstName LastName
       You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with
any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:      Laurie L. Green