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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/26/22 InterPrivate II Acquisition Corp. S-4/A 57:18M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-4/A Pre-Effective Amendment to Registration Statement HTML 8.85M - Securities for a Merger 2: EX-5.1 Opinion of Counsel re: Legality HTML 22K 3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 23K 4: EX-23.1 Consent of Expert or Counsel HTML 16K 5: EX-23.2 Consent of Expert or Counsel HTML 16K 7: EX-FILING FEES Filing Fees HTML 47K 6: EX-99.1 Miscellaneous Exhibit HTML 35K 13: R1 Cover Page HTML 33K 14: R2 Condensed Balance Sheet HTML 107K 15: R3 Condensed Balance Sheet (Parentheticals) HTML 39K 16: R4 Condensed Statement of Operations (Unaudited) HTML 80K 17: R5 Condensed Statement of Changes In Stockholders' HTML 71K Deficit (Unaudited) 18: R6 Condensed Statement of Changes In Stockholders' HTML 19K Deficit (Unaudited) (Parentheticals) 19: R7 Condensed Statement of Cash Flows (Unaudited) HTML 101K 20: R8 Description of Organization and Business HTML 40K Operations 21: R9 Summary of Significant Accounting Policies HTML 109K 22: R10 Public Offering HTML 21K 23: R11 Private Placement HTML 21K 24: R12 Related Party Transactions HTML 36K 25: R13 Commitments and Contingencies HTML 27K 26: R14 Stockholders' Deficit HTML 28K 27: R15 Warrants HTML 34K 28: R16 Income Tax HTML 46K 29: R17 Fair Value Measurements HTML 78K 30: R18 Subsequent Events HTML 23K 31: R19 Summary of Significant Accounting Policies HTML 140K (Policies) 32: R20 Summary of Significant Accounting Policies HTML 72K (Tables) 33: R21 Income Tax (Tables) HTML 46K 34: R22 Fair Value Measurements (Tables) HTML 68K 35: R23 Description of Organization and Business HTML 55K Operations (Details) 36: R24 Summary of Significant Accounting Policies HTML 93K (Details) 37: R25 Summary of Significant Accounting Policies HTML 47K (Details) - Schedule of basic and diluted net income (loss) per common share 38: R26 Public Offering (Details) HTML 37K 39: R27 Private Placement (Details) HTML 28K 40: R28 Related Party Transactions (Details) HTML 76K 41: R29 Commitments and Contingencies (Details) HTML 34K 42: R30 Stockholders' Deficit (Details) HTML 43K 43: R31 Warrants (Details) HTML 32K 44: R32 Income tax (Details) HTML 20K 45: R33 Income Tax (Details) - Schedule of net deferred HTML 29K tax assets 46: R34 Income Tax (Details) - Schedule of provision HTML 37K (benefit) for income taxes 47: R35 Income Tax (Details) - Schedule of income tax rate HTML 34K reconciliation percent 48: R36 Fair Value Measurements (Details) HTML 22K 49: R37 Fair Value Measurements (Details) - Schedule of HTML 29K information about the company's assets that are measured at fair value 50: R38 Fair Value Measurements (Details) - Schedule of HTML 29K binomial lattice model for initial measurement of private placement warrants 51: R39 Fair Value Measurements (Details) - Schedule of HTML 26K changes in fair value of warrant liabilities 52: R40 Subsequent Events (Detail) HTML 22K 55: XML IDEA XML File -- Filing Summary XML 102K 53: XML XBRL Instance -- d319747ds4a_htm XML 1.03M 54: EXCEL IDEA Workbook of Financial Reports XLSX 104K 9: EX-101.CAL XBRL Calculations -- ipva-20220630_cal XML 84K 10: EX-101.DEF XBRL Definitions -- ipva-20220630_def XML 369K 11: EX-101.LAB XBRL Labels -- ipva-20220630_lab XML 723K 12: EX-101.PRE XBRL Presentations -- ipva-20220630_pre XML 556K 8: EX-101.SCH XBRL Schema -- ipva-20220630 XSD 130K 56: JSON XBRL Instance as JSON Data -- MetaLinks 255± 365K 57: ZIP XBRL Zipped Folder -- 0001193125-22-251383-xbrl Zip 3.60M
EX-FILING FEES |
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
InterPrivate II Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Connection with Unsold to be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to Be Paid |
Equity | Class A common stock, par value $0.0001 per share | 457(f)(2) | 68,725,731(1)(2) | N/A | $2,290.86(3) | 0.0000927 | $0.21(4) | ||||||||||||||||
Fees to Be Paid |
Equity | Class A common stock issuable upon exercise of options | 457(f)(2) | 3,082,304(5) | N/A | $102.74(3) | 0.0000927 | $0.01(4) | ||||||||||||||||
Fees to Be Paid |
Equity | Class A common stock issuable upon settlement of restricted stock units | 457(f)(2) | 625,938(6) | N/A | $20.86(3) | 0.0000927 | $0.01(4) | ||||||||||||||||
Fees Previously Paid |
— | — | — | — | — | — | — | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities |
— | — | — | — | — | — | — | — | — | |||||||||||||||
Total Offering Amounts | $2,414.47 | $0.23 | ||||||||||||||||||||||
Total Fees Previously Paid | $0.31 | |||||||||||||||||||||||
Total Fee Offsets | $0.00 | |||||||||||||||||||||||
Net Fee Due | $0.00 |
(1) | Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“Common Stock”), of InterPrivate II Acquisition Corp. (“InterPrivate II”), the registrant, estimated to be issued in connection with the business combination described herein (the “Business Combination”) between InterPrivate II and, among other parties, Getaround, Inc. (“Getaround”). Such number of shares is estimated solely for the purpose of calculating the registration fee and is based on an amount equal to the sum of (a) 32,761,702 shares of Common Stock to be issued to certain non-consenting security holders of Getaround (including in respect of (1) shares of Getaround common stock, par value $0.00001 per share (“Getaround Common Stock”) issuable immediately prior to the effective time of the Business Combination, which includes (i) shares issuable upon the exercise of Getaround warrants that are exercisable in accordance with their terms for Getaround capital stock, (ii) shares issuable upon the conversion of Getaround preferred stock and Getaround non-voting common stock, (iii) shares issuable upon the conversion of Getaround convertible notes that are convertible in accordance with their terms into shares of Getaround Common Stock and (iv) shares issuable upon the net settlement of all in-the-money vested Getaround stock options, and (2) Getaround convertible bridge notes that are convertible in accordance with their terms into shares of Common Stock, in each case pursuant to the terms thereof), (b) 9,333,333 Escrow Shares, a portion of which may be allocated for the benefit of holders of Common Stock that do not elect to redeem their shares in connection with the Business Combination, (c) 15,630,696 shares that may be issued as earnout consideration to certain non-consenting security holders of Getaround following the Business Combination, and (d) 11,000,000 shares that may be issued as incentive earnout consideration to certain employees of Getaround following the Business Combination. In connection with the consummation of the Business Combination, InterPrivate II will amend and restate its amended and restated certificate of incorporation such that there will only be one class of common stock outstanding at the time of closing of the Business Combination. As such, the shares to be issued to Getaround equityholders in connection with the closing of the Business Combination will be shares of common stock of New Getaround (as defined in the Registration Statement on Form S-4, of which this exhibit 107 is a part). |
(2) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act based upon an amount equal to one-third of the par value of the Getaround securities to be exchanged in the Business Combination as of immediately prior to the Business Combination. Getaround is a private company, no market exists for its securities and Getaround has an accumulated capital deficit. |
(4) | Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927. |
(5) | Represents shares of Common Stock issuable upon future exercise of outstanding out-of-the-money Getaround stock options held by non-consenting securityholders of Getaround that will be assumed and become New Getaround stock options in the Business Combination. |
(6) | Represents shares of Common Stock issuable upon future settlement of outstanding unvested Getaround restricted stock units held by non-consenting securityholders of Getaround that will be assumed and become New Getaround restricted stock units in the Business Combination. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/10/22 Getaround, Inc. S-4/A 5:10M Donnelley … Solutions/FA 11/08/22 Getaround, Inc. S-4/A 10:10M Donnelley … Solutions/FA 10/25/22 Getaround, Inc. S-4/A 10/24/22 6:10M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/12/22 Getaround, Inc. S-4/A 4:9.8M Donnelley … Solutions/FA 7/08/22 Getaround, Inc. S-4 8:9.8M Donnelley … Solutions/FA 3/31/22 Getaround, Inc. 10-K 12/31/21 54:3.9M EdgarAgents LLC/FA 3/09/21 Getaround, Inc. 8-K:1,3,5,8 3/04/21 13:979K EdgarAgents LLC/FA 2/26/21 Getaround, Inc. S-1/A 19:3.7M EdgarAgents LLC/FA 2/17/21 Getaround, Inc. S-1 12:4.5M EdgarAgents LLC/FA |