UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
Commission File Number 001-40152
|
|
|
| (Check one): |
|
☒ Form 10-K ☐ Form
20-F ☐ Form 11-K ☐ Form 10-Q
☐ Form 10-D ☐ Form
N-CEN ☐ Form N-CSR |
|
|
|
|
For Period Ended: December 31, 2022 |
|
|
|
|
☐ Transition Report on Form 10-K |
|
|
|
|
☐ Transition Report on Form 20-F |
|
|
|
|
☐ Transition Report on Form 11-K |
|
|
|
|
☐ Transition Report on Form 10-Q |
|
|
|
|
For the Transition Period Ended: |
|
| |
|
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I
REGISTRANT
INFORMATION
|
|
|
| Full Name of Registrant: |
|
Getaround, Inc. |
| Former Name if Applicable: |
|
|
| Address of Principal Executive Office (Street and Number):
City, State and ZIP Code: |
|
55 Green Street
San Francisco, California 94111 |
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
|
|
|
|
| |
|
(a) |
|
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| ☐ |
|
(b) |
|
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and |
| |
|
|
| |
|
(c) |
|
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable
detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Getaround, Inc. (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for
the fiscal year ended December 31, 2022 (the “Form 10-K”), within the prescribed time period without unreasonable effort or expense. The Company requires additional time to finalize its
financial statements for the fiscal year ended December 31, 2022, because it requires additional time to complete certain open audit and technical accounting matters, including items related to preliminary purchase price allocation of the
business combination with InterPrivate II Acquisition Corp. (“InterPrivate II”) and consolidation of the Company’s results into InterPrivate II’s financial statements. The Company is working diligently to file the Form 10-K as soon as reasonably practicable.
PART IV
OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
|
|
Name and telephone number of person to contact in regard to this notification |
|
|
|
|
Spencer Jackson |
|
|
|
415 |
|
|
|
295-5725 |
|
|
|
|
(Name) |
|
|
|
(Area Code) |
|
|
|
(Telephone Number) |
|
|
|
| (2) |
|
|
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
|
|
|
| (3) |
|
|
|
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? ☒ Yes ☐ No |
|
|
|
|
|
|
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
The Company’s results of operations for the year ended December 31, 2022, will be significantly different from the
results of operations from the corresponding period in the prior fiscal year due primarily to the consummation of the Company’s business combination. Until the audit of the Company’s financial statements for the year ended
December 31, 2022, is complete, please refer to the Company’s press release furnished on Form 8-K filed with the SEC on March 31, 2023, for more information.
Forward-Looking Statements
This Form 12b-25 includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally relate to future events, such as
statements related to expected results of operations to be reported in the Form 10-K and the timing of filing the Form 10-K. In some cases, you can identify
forward-looking statements by terminology such as “intends,” “plans,” and “will,” or the negative of these terms or variations of them or similar terminology. We have based these forward-looking statements on our
current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the
circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the Company’s ability to complete the Form 10-K, including the audit of its financial statements for the fiscal year ended December 31, 2022, within the applicable time periods; and the other factors under the heading “Risk Factors” in our
Current Report on Form 8-K filed with the SEC on December 14, 2022, and in other filings that the Company has made and may make with the SEC in the future. All of the forward-looking statements made in
this Form 12b-25 are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences
to or effects on the Company or our business or operations. Such statements are not intended to be a guarantee of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. You
should not place undue reliance on these forward-looking statements, which are made only as of the date of this Form 12b-25. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
GETAROUND, INC.
(Name of
Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
| Date: March 31, 2023 |
|
|
|
By: |
|
/s/ Spencer Jackson |
|
|
|
|
Name: |
|
Spencer Jackson |
|
|
|
|
Title: |
|
General Counsel and Secretary |