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| July 26, 2024
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Orrick, Herrington & Sutcliffe LLP
The Orrick Building 405 Howard Street San Francisco, CA 94105-2669
+1-415-773-5700
orrick.com | |||
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
| Attn: | Kate Beukenkamp |
Mara Ransom
| Re: | Getaround, Inc. |
Amendment No. 2 to Registration Statement on Form S-1
Filed July 19, 2024
File No. 333-269571
Ladies and Gentlemen:
On behalf of Getaround, Inc. (“Getaround” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated July 25, 2024 (the “Comment Letter”), with respect to the Company’s above-referenced Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-269571) (the “Registration Statement”). Concurrently with the submission of this response letter, the Company has revised the Registration Statement and is publicly filing via EDGAR an Amendment No. 3 to the Registration Statement on Form S-1 (the “Amended Registration Statement”). In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Amended Registration Statement to update other disclosures.
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to the Amended Registration Statement.
Amendment No. 2 to Registration Statement on Form S-1 filed July 19, 2024
Cover page
| 1. | We note your response to prior comment 2 and reissue in part. Please disclose the aggregate profit, as a dollar amount, the Selling Securityholders will earn based on your current trading price. We note the revisions to the Prospectus Summary and Risk Factors sections, including the table provided. |