Amended Statement of Beneficial Ownership (sc 13d/a)
February 09 2023 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Getaround,
Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
37427G 101
(CUSIP
Number)
Spencer Jackson
General Counsel
Getaround, Inc.
55 Green
Street
San Francisco, CA 94111
(415) 295-5725
With a copy to:
William Hughes
Orrick,
Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San
Francisco, CA 94105
(415) 773-5700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 3, 2023
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐
CUSIP No. 37427G 101
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| 1 |
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NAMES OF REPORTING PERSONS
Samir M. Zaid |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS
PF |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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7 |
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SOLE VOTING POWER
5,163,860(1) |
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8 |
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SHARED VOTING POWER
0 |
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9 |
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SOLE DISPOSITIVE POWER
5,163,860(1) |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,163,860(1) |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.6%(1)(2) |
| 14 |
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TYPE OF REPORTING
PERSON IN |
| (1) |
Excludes 182,842 and 2,412,097 shares of Common Stock that may be issued to Mr. Zaid and Zaid Holdings
LLC, respectively, as Earnout Shares pursuant to the Merger Agreement. See Item 3. |
2
CUSIP No. 37427G 101
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| 1 |
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NAMES OF REPORTING PERSONS
Zaid Holdings LLC |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐
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| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS
AF |
| 5 |
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CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ |
| 6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Puerto
Rico |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
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7 |
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SOLE VOTING POWER
4,767,475(1) |
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8 |
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SHARED VOTING POWER
0 |
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9 |
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SOLE DISPOSITIVE POWER
4,767,475(1) |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,767,475(1) |
| 12 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.2%(1)(2) |
| 14 |
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TYPE OF REPORTING
PERSON OO |
| (1) |
Excludes 2,412,097 shares of Common Stock that may be issued to Zaid Holdings LLC as Earnout Shares pursuant to
the Merger Agreement. See Item 3. |
3
Explanatory Note
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the
“Commission”) on December 22, 2022 (the “Schedule 13D”) to correct an error as to the amounts of Earnout Shares disclosed therein and include the correct version of the Letter Agreement, dated as of December 14, 2022, by and
among Getaround, Inc., Sam Zaid and Zaid Holdings LLC. Unless otherwise indicated herein, each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D. Except as specifically
amended by this Amendment, the Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
The third paragraph of Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows to correct an error in the number of
Earnout Shares that the Reporting Persons received the right to acquire in the Business Combination:
In the Business Combination, Mr. Zaid and
Holdings respectively received 361,385 and 4,767,475 shares of Common Stock and the right to acquire up to 182,842 and 2,412,097 Earnout Shares in respect of their shares of Legacy Getaround common stock.
4
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and restated as follows:
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| Exhibit 1 |
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Joint Filing Agreement, dated as of December 22, 2022 (incorporated by reference to Exhibit 1 to the Schedule 13D, filed with the SEC on December
22, 2022). |
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| Exhibit 2 |
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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. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K (File
No. 001-40152), filed with the SEC on May 13, 2022). |
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| Exhibit 2(a) |
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Amendment No. 1 to the Agreement and Plan of Merger, dated as of December
8, 2022, by and among InterPrivate II Acquisition Corp., TMPST Merger Sub I Inc., TMPST Merger Sub II LLC, and Getaround, Inc. (incorporated by reference to Exhibit 2.1(a) to the Issuer’s Current Report on Form 8-K
(File No. 001-40152), filed with the SEC on December 14, 2022). |
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| Exhibit 3 |
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Amended and Restated Registration Rights Agreement, dated December
8, 2022, by and among Getaround, Inc. and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (File No.
001-40152), filed with the SEC on December 14, 2022). |
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| Exhibit 4 |
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Letter Agreement, dated as of December 14, 2022, by and among Getaround, Inc., Sam Zaid and Zaid Holdings LLC. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| Dated: February 9, 2023 |
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/s/ Sam Zaid |
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Samir M. Zaid |
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ZAID HOLDINGS LLC |
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By: |
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/s/ Sam Zaid |
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Name: |
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Sam Zaid |
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Title: |
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Member |
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