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Share Name | Share Symbol | Market | Type |
---|---|---|---|
InterPrivate II Acquisition Corp | NYSE:IPVA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.815 | 0 | 01:00:00 |
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 NAMES OF REPORTING PERSONS Samir M. Zaid CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS PF CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 5,163,860(1) SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 5,163,860(1) SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,163,860(1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.6%(1)(2) TYPE OF REPORTING
PERSON IN 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. See Item 5. 2
CUSIP No. 37427G 101 NAMES OF REPORTING PERSONS Zaid Holdings LLC CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☐ SEC USE ONLY SOURCE OF FUNDS AF CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Puerto
Rico NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 4,767,475(1) SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 4,767,475(1) SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,767,475(1) CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.2%(1)(2) TYPE OF REPORTING
PERSON OO 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. See Item 5. 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: 5
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.
/s/ Sam Zaid /s/ Sam Zaid
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Dated: February 9, 2023
Samir M. Zaid
ZAID HOLDINGS LLC
By:
Name:
Sam Zaid
Title:
Member
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