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February 23, 2023
Sam Zaid
Chief Executive Officer
Getaround, Inc
55 Green Street
San Francisco, California 94111
Re:Getaround, Inc
Registration Statement on Form S-1
Filed February 3, 2023
File No. 333-269571
Dear Sam Zaid:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed February 3, 2023
Cover page
1.For each of the securities being registered for resale, please disclose the price that the
selling securityholders paid for such securities, including the price paid for securities
overlying any securities being registered for resale.
2.Disclose the exercise prices of the warrants compared to the market price of the
underlying securities. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your

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 February 23, 2023 Page 2
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current cash on hand.
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of your common stock.
4.Please revise to highlight any differences in the current trading price, the prices that
the selling securityholders (including the sponsors, founders, officers, directors, PIPE
investors or any other private placement investors), and the price that the public
securityholders acquired their shares and warrants. Disclose that while such selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
Sales of substantial amounts of our common stock in the public markets..., page 52
5.To illustrate this risk, please revise to disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also please disclose, if true, that even though the current
trading price is significantly below the SPAC IPO price, certain selling securityholders
have an incentive to sell because they will still profit on sales because of the lower price
that they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
105
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that entities affiliated with SoftBank Vision Fund, and entities affiliated
with Mudrick Capital Management, beneficial owners of over 10% of your outstanding
shares, will be able to sell all of their shares for so long as the registration statement of
which this prospectus forms a part is available for use.
Liquidity and Capital Resources, page 128
7.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of your common
stock, expand your discussion of capital resources to address any changes in the

 FirstName LastNameSam Zaid
 Comapany NameGetaround, Inc
 February 23, 2023 Page 3
 FirstName LastName
Sam Zaid
Getaround, Inc
February 23, 2023
Page 3
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jennie Beysolow at 202-551-8108 or Donald Field at 202-551-3680 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William L. Hughes