EX-FILING FEES 8 d319747dexfilingfees.htm EX-FILING FEES 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
Paid In

Connection

with

Unsold
Securities

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)   91,212,263(1)(2)   N/A   $3,040.41(3)   0.0000927   $0.28(4)          
                         

Fees to Be

Paid

  Equity   Class A common stock issuable upon exercise of options   457(f)(2)   3,528,330(5)   N/A   $117.61(3)   0.0000927   $0.02(4)          
                         

Fees to Be

Paid

  Equity   Class A common stock issuable upon settlement of restricted stock units   457(f)(2)   626,143(6)   N/A   $20.87(3)   0.0000927   $0.01(4)          
                         

Fees

Previously

Paid

                         
 
Carry Forward Securities
                         

Carry

Forward

Securities

                       
                   
    Total Offering Amounts      $3,187.89     $0.31          
                   
    Total Fees Previously Paid          $0.00          
                   
    Total Fee Offsets          $0.00          
                   
    Net Fee Due                $0.31                

 

(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) 91,212,263 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, and (iii) 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 Getaround Common Stock, in each case pursuant to the terms thereof) and (b) 45,000,000 shares that may be issued as earnout consideration 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.