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November 9, 2022
Ahmed Fattouh
Chairman and Chief Executive Officer
InterPrivate II Acquisition Corp.
1350 Avenue of the Americas
New York, New York 10019
Re:InterPrivate II Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed November 8, 2022
File No. 333-266054
Dear Ahmed Fattouh:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 3, 2022 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed November 8, 2022
Cover Page
1.We note your disclosure on page 183 that "the Sponsor agreed to transfer 200,000 shares
of Class A Stock to Braemar promptly following the Closing" and that this is conditioned
on "Braemar making a new equity investment in Getaround of at least $2.0 million."
Where you discuss that the sponsor will have 1,820,779 bonus shares promptly following
closing, please revise to also indicate that the sponsor would actually have 1,620,779 of
such shares assuming that 200,000 are promptly transferred to Braemar following the re-
allocation, to provide shareholders with a complete picture of the ownership of the
combined company post-closing.  Please revise the post-closing ownership charts as
applicable (e.g., page 16) to also disclose Braemar's ownership in the combined company

 FirstName LastNameAhmed Fattouh
 Comapany NameInterPrivate II Acquisition Corp.
 November 9, 2022 Page 2
 FirstName LastName
Ahmed Fattouh
InterPrivate II Acquisition Corp.
November 9, 2022
Page 2
post-closing.  Last, please summarize the stock transfer agreement in the prospectus
summary and file the executed stock transfer agreement as an exhibit to the registration
statement.
The Background of the Business Combination, page 164
2.We note your response to comment 5 that "the Company believes the differences in the
trading multiples of the comparable companies disclosed on page 192 of the Amended
Registration Statement and the trading multiples of the comparable companies included in
the Preliminary Comp Set were primarily as a result of the challenging nature of the then
market conditions and the negative impact on market valuation, as discussed on page 171
of the Amended Registration Statement, and that the differences in the composition of the
companies included in the set of comparable companies disclosed on page 192 of the
Amended Registration Statement and those included in the Preliminary Comp Set did not
materially contribute to the decline in trading multiples."  Your response and disclosure
continue to indicate that the revenue, gross profit multiples and growth-adjusted revenue
multiple data used in the December 14, 2021 analysis were materially different from the
data disclosed in the analysis on page 192.  Please disclose the data underlying the
December 14, 2021 analysis to provide shareholders with an analysis comparable to the
analysis disclosed on page 192, as your disclosure indicates that the December analysis
and related multiples was the data set utilized when agreeing to the deal valuation.
Getaround Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the Years Ended December 31, 2021 and 2020
Operations and Support, page 323
3.We note your response to comment 13.  Please expand your results of operations
discussion on changes in insurance and claims expense to explain "improving unit
economics" and "optimization of supply structure" in plain English.
            You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Laurie L. Green