Getaround 10Q 2024 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number: 001-40152

GETAROUND, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	85-3122877
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
PO Box 24173, Oakland, California	94623
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 295-5725

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 9, 2024, the registrant had 96,737,557 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page

	Cautionary Note Regarding Forward-Looking Statements	1

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	53

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	57

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q (this “report”) may constitute “forward-looking statements” for purposes of

the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to

projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking

statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

•

our ability to access sources of capital to finance operations and growth;

•

our financial and business performance, including our financial projections and business metrics;

•

our ability to grow market share in our existing markets or any new markets we may enter through sales and marketing investments or otherwise;

•

our ability to improve unit economics and increase the number, variety and density of supply of cars across our marketplace;

•

changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

•

the implementation and effects of our restructuring plans;

•

expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•

our ability to retain or recruit officers, key employees and directors;

•

the impact of the regulatory environment and complexities with compliance related to such environment;

•

our ability to maintain and enhance our platform, marketplace and brand, and to attract hosts and guests;

•

the expected costs associated with our research and development initiatives, including investments in technology and product development;

•

our ability to maintain and enhance our value proposition to hosts and guests;

•

our ability to fulfill our mission, including achieving our goals of reducing pollution and emissions, creating income-generating opportunities available to underrepresented communities and facilitating mobility alternatives;

•

our ability to manage, develop and refine our platform, including our dynamic pricing and contactless experience;

•

our ability to grow our supply of connected cars through our OEM and other strategic relationships with third parties;

•

the continuing impact of global, national or regional events on our business, the transportation industry, travel trends, and the global economy generally;

•

our ability to realize the expected benefits of the 2023 Business Combination (as defined below) and the acquisition of the HyreCar business; and

•

other risks and uncertainties described in this report, including those under the section entitled “Risk Factors.”

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

The forward-looking statements made by us in this report speak only as of the date of this report. Except to the extent required under the federal securities laws and rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), we disclaim any

obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

Unless the context otherwise indicates, references in this report to the terms “Getaround,” the “Company,” “we,” “our” and “us” refer to Getaround, Inc., a Delaware corporation, and its consolidated subsidiaries.

Getaround, Inc.

Condensed Consolidated Balance Sheets
(Unaudited)

(in thousands, except share and per share data)


	June 30, 2024			December 31, 2023
Assets
Current Assets
Cash and cash equivalents	$	30,861		$	15,624
Accounts receivable, net		731			853
Prepaid expenses and other current assets		6,707			10,131
Total Current Assets	$	38,299		$	26,608
Property and equipment, net		1,641			8,504
Operating lease right-of-use assets, net		1,270			12,162
Goodwill		93,058			95,869
Intangible assets, net		8,469			13,358
Other assets		6,982			4,635
Total Assets	$	149,719		$	161,136
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	7,401		$	15,552
Accrued host payments and insurance fees		19,630			13,192
Operating lease liabilities, current		181			2,268
Notes payable, current ($0 and $18,568 measured at fair value, respectively)		2,418			19,904
Other accrued liabilities		43,062			48,107
Deferred revenue		2,634			684
Total Current Liabilities	$	75,326		$	99,707
Notes payable ($50,130 and $0 measured at fair value, respectively)		52,078			2,122
Convertible notes payable ($54,850 and $40,370 measured at fair value, respectively)		54,850			40,469
Operating lease liabilities (net of current portion)		1,089			15,487
Deferred tax liabilities		262			212
Warrant liability		30			20
Total Liabilities	$	183,635		$	158,017
Commitments and contingencies (Note 12)
Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 96,660,499 and 92,827,281 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	$	10		$	9
Additional paid-in capital		866,574			859,163
Stockholder notes		(8,284	)		(8,284	)
Accumulated deficit		(918,945	)		(875,955	)
Accumulated other comprehensive income		26,729			28,186
Total Stockholders’ Equity (Deficit)	$	(33,916	)	$	3,119
Total Liabilities and Stockholders’ Equity (Deficit)	$	149,719		$	161,136

See accompanying notes to condensed consolidated financial statements.

Getaround, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

(in thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Service revenue	$	18,307		$	18,224		$	35,113		$	29,423
Lease revenue		277			396			627			717
Total Revenues	$	18,584		$	18,620		$	35,740		$	30,140

Costs and Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below):
Service	$	1,660		$	1,730		$	3,576		$	3,075
Lease		14			36			54			75
Sales and marketing		5,736			7,728			8,968			11,368
Operations and support		12,680			16,024			27,290			28,126
Technology and product development		4,292			4,291			8,411			8,130
General and administrative		13,501			14,194			27,450			28,562
Depreciation and amortization		2,772			3,297			6,645			5,779
Total Operating Expenses	$	40,655		$	47,300		$	82,394		$	85,115
Loss from Operations	$	(22,071	)	$	(28,680	)	$	(46,654	)	$	(54,975	)
Other Income (Expense)
Convertible promissory note and note payable fair value adjustment		11,359			(2,244	)		(6,022	)		676
Warrant liability fair value adjustment		(3	)		184			(9	)		173
Interest income (expense), net		(55	)		78			(150	)		284
Other income, net		(1,267	)		185			9,884			395
Total Other Income (Expense)	$	10,034		$	(1,797	)	$	3,703		$	1,528
Loss before Benefit for Income Taxes	$	(12,037	)	$	(30,477	)	$	(42,951	)	$	(53,447	)
Income Tax Expense (Benefit)		(12	)		(208	)		39			(379	)
Net Loss	$	(12,025	)	$	(30,269	)	$	(42,990	)	$	(53,068	)
Change in fair value of the convertible instrument liability		1,514			—			1,161			—
Foreign Currency Translation (Loss) Gain		(307	)		(586	)		(2,618	)		235
Comprehensive Loss	$	(10,818	)	$	(30,855	)	$	(44,447	)	$	(52,833	)

Net Loss Per Share Attributable to Stockholders (Note 16):
Basic	$	(0.12	)	$	(0.33	)	$	(0.44	)	$	(0.57	)
Diluted	$	(0.12	)	$	(0.33	)	$	(0.44	)	$	(0.57	)
Weighted average shares outstanding (Basic and Diluted)		98,321,295			92,608,276			97,498,510			92,460,655

See accompanying notes to condensed consolidated financial statements

Getaround, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)

(in thousands, except share data)


	Stockholders’ Equity
	Common Stock							Additional					Accumulated Other			Total
	Shares		Amount		Stockholder Notes			Paid-in Capital		Accumulated Deficit			Comprehensive Income			Stockholders’ Equity
Balance, December 31, 2022		92,085,974	$	9	$	(8,284	)	$	845,888	$	(762,009	)	$	(6,104	)	$	69,500
Stock-based compensation		—		—		—			6,406		—			—			6,406
RSU Vested		41,279		—		—			—		—			—			—
Commitment to issue common stock for iHM prepaid ad		—		—		—			370		—			—			370
Issuance of warrants in connection with Mudrick Convertible Promissory notes		—		—		—			280		—			—			280
Foreign currency translation loss		—		—		—			—		—			235			235
Net loss		—		—		—			—		(53,068	)		—			(53,068	)
Balance, June 30, 2023		92,127,253	$	9	$	(8,284	)	$	852,944	$	(815,077	)	$	(5,869	)	$	23,723


	Stockholders’ Equity
	Common Stock							Additional					Accumulated Other			Total
	Shares		Amount		Stockholder Notes			Paid-in Capital		Accumulated Deficit			Comprehensive Income			Stockholders’ Equity
Balance, March 31, 2023		92,085,974	$	9	$	(8,284	)	$	849,823	$	(784,808	)	$	(5,283	)	$	51,457
Stock-based compensation		—		—		—			2,841		—			—			2,841
RSU Vested		41,279		—		—			—		—			—			—
Issuance of common stock for iHM prepaid ad		—		—		—			—		—			—			—
Issuance of warrants in connection with Mudrick Convertible Promissory notes		—		—		—			280		—			—			280
Foreign currency translation loss		—		—		—			—		—			(586	)		(586	)
Net loss		—		—		—			—		(30,269	)		—			(30,269	)
Balance, June 30, 2023		92,127,253	$	9	$	(8,284	)	$	852,944	$	(815,077	)	$	(5,869	)	$	23,723

See accompanying notes to condensed consolidated financial statements.

Getaround, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)

(in thousands, except share data)


	Stockholders’ Equity (Deficit)
	Common Stock								Additional					Accumulated Other			Total
	Shares		Amount		Stockholder Notes				Paid-in Capital		Accumulated Deficit			Comprehensive Income			Stockholders’ Equity (Deficit)
Balance, December 31, 2023		92,827,281		9		(8,284	)			859,163		(875,955	)		28,186			3,119
Stock-based compensation		—		—		—				7,411		—			—			7,411
RSUs vested		3,833,218		1		—				—		—			—			1
Foreign currency translation loss		—		—		—				—		—			(2,618	)		(2,618	)
Change in fair value of the convertible instrument liability		—		—		—				—		—			1,161			1,161
Net loss		—		—		—		—		—		(42,990	)		—			(42,990	)
Balance, June 30, 2024		96,660,499		10		(8,284	)			866,574		(918,945	)		26,729			(33,916	)


	Stockholders’ Deficit
	Common Stock								Additional					Accumulated Other			Total
	Shares		Amount		Stockholder Notes				Paid-in Capital		Accumulated Deficit			Comprehensive Income			Stockholders’ Deficit
Balance, March 31, 2024		93,105,059		9		(8,284	)			862,462		(906,920	)		25,522			(27,211	)
Stock-based compensation		—		—		—				4,112		—			—			4,112
RSU Vested		3,555,440		1		—				—		—			—			1
Issuance of common stock for iHM prepaid ad		—		—		—				—		—			(307	)		(307	)
Issuance of warrants in connection with Mudrick Convertible Promissory notes		—		—		—				—		—			1,514			1,514
Net loss		—		—		—		—		—		(12,025	)		—			(12,025	)
Balance, June 30, 2024		96,660,499		10		(8,284	)			866,574		(918,945	)		26,729			(33,916	)

See accompanying notes to condensed consolidated financial statements.

Getaround, Inc.

Condensed Consolidated Statements of Cash Flows
(Unaudited)

(in thousands)


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Cash Flows from Operating Activities
Net loss	$	(42,990	)	$	(53,068	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		6,645			5,779
Provision for bad debts		2,597			3,880
Stock-based compensation		7,411			6,406
Gain on extinguishment of debt		(99	)		—
Change in fair value – convertible instrument liability		15,632			(676	)
Change in fair value – warrant liability		9			(174	)
Change in fair value – note payable		(9,610	)		—
Change in fair value – prepaid ad inventory		51			—
Non-cash lease expense		568			553
Amortization of debt issuance costs		—			—
Gain from disposal of property and equipment		(5	)		(21	)
Loss on lease termination		2,856			—
Loss from foreign currency remeasurement		277			265
Net changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(2,494	)		(3,730	)
Prepaid expenses and other current assets		3,364			511
Operating leases liabilities		(1,998	)		(924	)
Other assets		(2,455	)		(1,167	)
Accounts payable		(8,092	)		3,853
Accrued host payments and insurance fees		6,842			7,587
Accrued expenses and other liabilities		(5,062	)		629
Deferred taxes		56			(382	)
Deferred revenue		1,979			2,065
Net Cash Used in Operating Activities	$	(24,518	)	$	(28,614	)
Cash Flows from Investing Activities
Purchases of property and equipment	$	(47	)	$	(509	)
Capitalized software		(877	)		(2,249	)
Proceeds from sale of property and equipment		15			37
Acquisition of Hyrecar, net of cash acquired		—			(7,826	)
Net Cash Used in Investing Activities	$	(909	)	$	(10,547	)
Cash Flows from Financing Activities
Proceeds from issuance of Mudrick Super Priority Note, net of issuance costs	$	41,172		$	—
Repayment of PGE loan		—			(650	)
Repayment of Promissory Note		(92	)		—
Net Cash Provided by (Used in) Financing Activities	$	41,080		$	(650	)
Effect of Foreign Currency Translation on Cash		(417	)		175
Net change in cash and cash equivalents and restricted cash and cash equivalents		15,236			(39,636	)
Cash and Cash Equivalents and Restricted Cash, beginning of period		15,625			67,894
Cash and Cash Equivalents and Restricted Cash, end of period	$	30,861		$	28,258

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown above:


	Six Months Ended June 30, 2024		Six Months Ended June 30, 2023
Cash and cash equivalents	$	30,861	$	24,658
Restricted cash included in current assets		—		3,600
Total Cash, Cash Equivalents and Restricted Cash at the End of Period	$	30,861	$	28,258

See accompanying notes to condensed consolidated financial statements.

Getaround, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Nature of Business and Basis of Presentation

Organization and Nature of Business

InterPrivate II Acquisition Corp. (“InterPrivate II”) was a special purpose acquisition company formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

On December 8, 2022 (the “Closing Date”), InterPrivate II completed the business combination (“2022 Business Combination”) pursuant to the merger agreement dated May 11, 2022 (as amended, the “Merger Agreement”), by and among, InterPrivate II, TMPST Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of InterPrivate II (“First Merger Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of InterPrivate II (“Second Merger Sub”) and Getaround, Inc., a Delaware corporation (“Legacy Getaround”). Pursuant to the terms of the Merger Agreement, a business combination between InterPrivate II and Legacy Getaround was effected through the merger of First Merger Sub and Legacy Getaround, with Legacy Getaround emerging as the surviving company, followed by a merger between Legacy Getaround and Second Merger Sub, with Second Merger Sub emerging as the surviving company as a wholly owned subsidiary of InterPrivate II. In connection with the finalization of the 2022 Business Combination, InterPrivate II changed its name to Getaround, Inc. (“Getaround” or the “Company”) and Second Merger Sub changed its name to Getaround Operations LLC.

The Company, through its wholly owned subsidiary Getaround Operations LLC, is an online car rental service company operating on a remote work basis with its employees, and a principal place of business in Oakland, California. The Company provides peer-to-peer car‑sharing service powered by its proprietary technology, which allows car owners to earn income sharing their cars with pre-qualified drivers on the Company’s network. As of June 30, 2024, the Company operated globally in major U.S. cities and certain European markets, including France and Norway.

Basis of Accounting

These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods.

The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 2 “Recently Issued Accounting Standards Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period.

Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements herein.

Going Concern and Liquidity

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had net loss of $12.0 million and $43.0 million for the three and six months ended June 30, 2024, respectively, and $30.3 million and $53.1 million for the three and six months ended June 30, 2023, respectively. The Company expects operating losses and negative cash flows to continue for the foreseeable future as it continues to develop and promote its platform, as well as to grow its user base through new markets.

Getaround, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2024 and December 31, 2023, the Company had $30.9 million and $15.6 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors and the Company may need to use available capital resources and/or raise additional capital earlier than currently anticipated and will be required in the foreseeable future in order for the Company to continue as a going concern. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company.

If the Company is unable to obtain additional funding when needed, it will need to significantly reduce its spending, delay or cancel its planned activities, substantially change its corporate structure or curtail or discontinue its operations, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

2. Summary of Significant Accounting Policies

The summary of significant accounting policies to the audited consolidated financial statements in the Annual Report includes a discussion of the significant accounting policies used in the preparation of the Company’s consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangible and long-lived assets, valuation of deferred income tax assets, fair value of warrant liability, certain convertible notes payable, certain notes payable, and stock-based awards. Actual results may ultimately differ from management’s estimates.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted.

There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures.

3. Business Combination

On May 16, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with HyreCar Inc., a Delaware corporation (the “Seller”). The Seller is a national carsharing marketplace for ridesharing, food, and package delivery via its proprietary technology platform. The company has established a leading presence in Mobility as a Service through individual vehicle owners, dealers, rental agencies, and OEMs that wish to participate in new mobility trends. Pursuant to the Asset Purchase Agreement, the Company has acquired substantially all of the assets owned, controlled or used by the Seller related to the operation of its peer-to-peer car sharing business and certain of the Seller’s liabilities (the “Assumed Liabilities”), as such terms are defined in the Asset Purchase Agreement, for an aggregate purchase price of $8.13 million, comprised of cash and certain credits for the Assumed Liabilities in this transaction ("the 2023 Business Combination").

Getaround, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands):


Consideration:
Cash (net of cash acquired)	$	7,826

Assets acquired and liabilities assumed:
Current assets (excluding cash)	$	1,232
Intangible assets		9,380
Assumed current liabilities		(3,604	)
Net assets acquired		7,008
Goodwill		818
Net assets acquired	$	7,826

The fair value of the identifiable intangible assets acquired include the following (in thousands):


	Fair Value		Estimated useful life
Customer relationships - car renters	$	6,720	1.4
Customer relationships - car owners		2,090	2.6
Developed technology		490	0.6
Tradename		80	0.6

All finite-lived intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the intangible assets are consumed. Approximately $0.8 million of the acquired goodwill is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business, and expected synergies at the time of the acquisition.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred on January 1, 2023. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company.


	Three months ended June 30, 2023			Six months ended June 30, 2023
Total revenue	$	23,554		$	45,117
Net loss	$	(33,968	)	$	(61,935	)

4. Fair Value Measurements

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, convertible promissory notes, and warrant liability. The recorded carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The balances outstanding under the notes payable agreements are considered to approximate their estimated fair values as the interest rates approximate market rates.

Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash and cash equivalents, convertible promissory notes, certain notes payable, and warrant liability. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Getaround, Inc.

Notes to Consolidated Financial Statements

The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands):


	Fair Value Measurement
December 31, 2023	Level 1		Level 2		Level 3
Liabilities:
Warrant liability	$	—	$	—	$	(20	)
Mudrick convertible notes		—		—		(40,370	)
Super priority note payable		—		—		(18,568	)
	$	—	$	—	$	(58,958	)


	Fair Value Measurement
June 30, 2024	Level 1		Level 2		Level 3
Assets:
Money market account	$	2,544	$	—	$	—
Liabilities:
Warrant liability	$	—	$	—	$	(30	)
Mudrick convertible notes		—		—		(54,850	)
Super priority note payable		—		—		(50,130	)
	$	—	$	—	$	(105,010	)

Warrants

The Company measures its warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the warrant liability related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment within the consolidated statements of operations and comprehensive loss.

The fair value of the warrant liability, as of June 30, 2024 were estimated using a Monte Carlo simulation model. The significant unobservable inputs for the Monte Carlo model include the stock price, exercise price, risk-free rate of return, time to expiration, and the volatility. An increase or decrease in the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value.

The Company calculated the estimated fair value of the private warrants as of June 30, 2024 and December 31, 2023, respectively, using the following assumptions:


	June 30, 2024
Stock price	$	0.14
Exercise price	$	11.50
Risk-free interest rate		4.43	%
Time to expiration (years)		3.44
Expected volatility		101.64	%
Fair value per warrant	$	0.006


	December 31, 2023
Stock price	$	0.24
Exercise price	$	11.50
Risk-free interest rate		3.89	%
Time to expiration (years)		3.94
Expected volatility		77.15	%
Fair value per warrant	$	0.004

Getaround, Inc.

Notes to Consolidated Financial Statements

The following table presents changes in the Level 3 liabilities measured at fair value for the periods indicated (in thousands):


	Private Warrants
	June 30, 2024		December 31, 2023
Balance (beginning of period)	$	20	$	247
Additions		—		—
Fair value measurement adjustments		10		(227	)
Exercised		—		—
Balance (end of period)	$	30	$	20

During the three months ended June 30, 2024 and year ended December 31, 2023, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities that are measured at fair value.

Convertible Notes Payable and Super Priority Note Payable

The Company measures its convertible promissory notes and the Super Priority Note Payable at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible promissory notes related to updated assumptions and estimates were recognized as a convertible promissory note fair value adjustment within the consolidated statements of operations and comprehensive loss.

In determining the fair value of the Mudrick Convertible Notes and the Super Priority Note Payable as of June 30, 2024, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs.

An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value.

The Company calculated the estimated fair value of the Mudrick Convertible Notes and Mudrick Super Priority Note Payable as of June 30, 2024 and December 31, 2023, respectively, using the following assumptions:


	June 30, 2024			December 31, 2023
	Mudrick Convertible Note
Issuance date	12/8/2022			12/8/2022
Maturity date	12/8/2027			12/8/2027
Interest rate (PIK)		9.50	%		10.00	%
Expected volatility factor		77.20	%		92.60	%
Risk-free interest rate		4.50	%		3.90	%
Estimated market yield		50.00	%		50.00	%


	June 30, 2024			December 31, 2023
	Mudrick Super Priority Note Payable
Inception date	12/11/2023			12/11/2023
Maturity date	8/7/2026			8/7/2024
Interest rate		15.00	%		15.00	%
Estimated market yield		30.00	%		30.00	%
Discount period (years)		2.10			0.60
Discount factor		0.54			0.84

Getaround, Inc.

Notes to Consolidated Financial Statements

The following table presents changes in the Level 3 convertible promissory notes and Super Priority Note Payable measured at fair value for the periods indicated (in thousands):


	June 30, 2024
	Mudrick Convertible Notes		Mudrick Super Priority Note Payable
Balance (beginning of period)	$	40,370	$	18,568
Additions		—		41,172
Fair value measurement adjustments		14,480		(9,610	)
Balance (end of period)	$	54,850	$	50,130

5. Revenue

The following table presents the Company’s revenues disaggregated by geography (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Service revenue:
United States	$	11,192	$	11,261	$	22,581	$	18,107
Europe		7,115		6,963		12,532		11,316
Total service revenue		18,307		18,224		35,113		29,423

Lease revenue:
United States	$	88	$	217	$	208	$	430
Europe		189		179		419		287
Total lease revenue		277		396		627		717
Total Revenue	$	18,584	$	18,620	$	35,740	$	30,140

Contract Balances

Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. The Company’s contract assets as of June 30, 2024 and December 31, 2023 in the amount of $0.6 million and $0.6 million, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are typically invoiced within a month of recognition. The Company's contract assets as of January 1, 2024 and 2023 amounted to $0.6 million and $0.6 million, respectively.

Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of June 30, 2024 and December 31, 2023 in the amount of $2.6 million and $1.5 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2023 and 2022 contract liabilities were recognized during the periods ended June 30, 2024 and December 31, 2023, respectively. The Company's contract liabilities as of January 1, 2024 and 2023 amounted to $1.5 million and $0.7 million, respectively.

Getaround, Inc.

Notes to Consolidated Financial Statements

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Insurance	$	2,509	$	2,234
Rent		107		2,226
Sales tax		1,158		909
Subscriptions		545		779
Contract assets		612		619
Advertising services		—		261
Deposits, current		197		1,547
Compensation		71		119
Consulting		63		28
Other		1,445		1,409
Prepaid Expenses and Other Current Assets	$	6,707	$	10,131

7. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):


	June 30, 2024			December 31, 2023
Vehicles and vehicle equipment	$	3,488		$	3,595
Computer equipment		979			998
Leasehold improvements		584			11,979
Office equipment and furniture		77			1,217
Less: accumulated depreciation and amortization		(3,487	)		(9,285	)
Property and Equipment, Net	$	1,641		$	8,504

Total depreciation expense for the three months ended June 30, 2024 and 2023 was $0.2 million and $0.6 million, respectively, and $0.6 million and $1.2 million for the six months ended June 30, 2024 and 2023, respectively.

8. Goodwill and Other Intangible Assets, Net

Other Intangibles Assets, Net

The following is a summary of the components of intangible assets and the related amortization expense (in thousands):


	June 30, 2024
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-average remaining life (years)
Developed technology	$	18,253	$	(12,208	)	$	6,045		4.8
Customer relationships		38,999		(36,575	)		2,424	0.9
Trade names		314		(314	)		—		—
Total intangibles	$	57,566	$	(49,097	)	$	8,469	3.6


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted-average remaining life (years)
Developed technology	$	12,235	$	(11,452	)	$	783	0.3
Customer relationships		39,921		(32,896	)		7,025	0.9
Trade names		323		(323	)		—		—
Capitalized software costs - WIP		5,550		—			5,550	N/A
Total intangibles	$	58,029	$	(44,671	)	$	13,358	0.8

Getaround, Inc.

Notes to Consolidated Financial Statements

For the three months ended June 30, 2024 and 2023, amortization expense amounted to $2.4 million and $2.7 million, respectively, and $5.7 million and $4.6 million for the six months ended June 30, 2024 and 2023, respectively.

Expected future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands):


Year ended December 31,
2024	$	2,266
2025		2,065
2026		1,270
2027		1,270
Thereafter		1,598
Total	$	8,469

Goodwill

The changes in the carrying amount of goodwill were as follows (in thousands):


	June 30, 2024			December 31, 2023
Beginning Balance	$	95,869		$	92,728
Foreign currency translation		(2,811	)		2,323
Additions from acquisitions		—			818
Ending Balance	$	93,058		$	95,869

9. Other Accrued Liabilities

Other accrued liabilities consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Sales and other tax	$	18,250	$	18,279
Claims payable		11,786		19,235
Professional services		5,059		4,861
Compensation		4,743		2,175
Vehicle leases		254		361
Insurance		339		21
Other		2,631		3,175
Other Accrued Liabilities	$	43,062	$	48,107

10. Notes Payable

Convertible Notes Payable

iHeart Media Note Payable

On May 10, 2024, the Company entered into an Outstanding Fees Settlement Agreement with iHeartMedia + Entertainment, Inc., Broader Media Holdings LLC, Clear Channel Outdoor, Inc. (the "Vendor") pursuant to which the Company paid the Vendor a final $0.5 million in exchange for the full and complete settlement and extinguishment of all outstanding fees and any other amounts owed to the Vendor.

Mudrick Convertible Notes

In connection with the 2022 Business Combination in December 2022, pursuant to the convertible note subscription agreement, dated May 11, 2022, as amended December 8, 2022, by and among InterPrivate II and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates

Getaround, Inc.

Notes to Consolidated Financial Statements

(“noteholders”), the Company issued $175 million of senior secured convertible notes (“Mudrick Convertible Notes”). The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind). Upon the occurrence, and during the continuation, of an event of default, an additional 2.00% will be added to the stated interest rate. The Mudrick Convertible Notes will mature on December 8, 2027, unless earlier converted, redeemed or repurchased.

The Mudrick Convertible Notes are convertible at the option of the noteholders at any time until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Mudrick Convertible Notes will be settled in shares of common stock.

The indenture governing the Mudrick Convertible Notes includes restrictive covenants that, among other things, limit the ability of the Company to incur additional debt, make restricted payments and limit the ability of the Company to incur liens, in addition to a covenant to maintain a consolidated cash and cash equivalents balance in excess of $10.0 million. The indenture also contains customary events of default.

The initial conversion rate of the Mudrick Convertible Notes is 86.96 shares of Getaround common stock per $1,000 principal amount of Mudrick Convertible Notes, which is equivalent to an initial conversion price of approximately $11.50 per share. The initial conversion price is subject to a downward adjustment to 115% of the average daily volume-weighted average trading price (“VWAP”) of Getaround common stock for the 90 trading days after the closing date, subject to a minimum conversion price of $9.21 per share. The conversion price is subject to further adjustments including adjustments in connection with certain issuances or deemed issuances of common stock at a price less than the then-effective conversion price, at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Mudrick Convertible Notes. In connection with the issuance of the Super Priority Note described below, pursuant to the subscription agreement for the Super Priority Note, the Company agreed to effectuate an adjustment to the conversion rate of the Mudrick Convertible Notes to 4,000 shares of common stock per $1,000 principal amount of the Mudrick Convertible Notes, which is equivalent to a conversion price of $0.25 per share. See Note 19 – Subsequent Events.

The Mudrick Convertible Notes are redeemable at any time by the Company, in whole but not in part, for cash, at par plus accrued and unpaid interest to, but excluding, the redemption date, plus certain make-whole premiums.

In connection with the execution of the note subscription agreement, the Company agreed to issue warrants, that were subject to adjustment whereby the minimum and maximum number of warrants was 1,750,000 and 7,000,000, and have an exercise price of $11.50. As such, on May 4, 2023, the Company issued 7,000,000 warrants that are in substantially the same form as the Company's public warrants.

Additionally, 266,156 shares of common stock were issued to Mudrick entities as Equitable Adjustment Shares in pursuant to the convertible note subscription agreement. In exchange for the issuance of the Mudrick Convertible Notes and commitment to issue warrants, the Company agreed to pay a backstop fee of $5.2 million through a reduction of proceeds. The net proceeds from the issuance of the Mudrick Convertible Notes and warrant commitment liability were $169.8 million.

Upon the occurrence of a fundamental change (such as a person or group obtaining a controlling interest in the Company, sale of substantially all of the Company’s asset, liquidation of the Company, or ceasing to be listed on The New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market), subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of the Mudrick Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a fundamental change repurchase price equal to the principal amount of the Mudrick Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date.

On June 23, 2023 and July 7, 2023, and again on October 11, 2023 the Company received written notices from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2023. As of December 31, 2023, all such events of default have been remediated.

On July 9, 2024, Getaround, Inc. (the “Company”) received notice from the New York Stock Exchange (“NYSE”) suspended trading of its common stock on the NYSE effective immediately and started the process to delist the Company's common stock from the NYSE. The start of the delisting process follows the NYSE’s determination under Rule 802.01B of the NYSE Listed Company Manual that the

Getaround, Inc.

Notes to Consolidated Financial Statements

Company did not meet the continued listing standard that requires listed companies to maintain an average global market capitalization of at least $15.0 million over a period of 30 consecutive trading days. The Company had a right to appeal the determination to delist its common stock and filed a written request for such a review on July 23, 2024.

On August 02, 2024, the Company notified NYSE that it determined to officially withdraw its request for a hearing.

On August 5, 2024, NYSE filed a Form 25 with the Securities and Exchange Commission to delist the Company’s common stock from listing and registration on NYSE effective on August 16, 2024.

The Company’s common stock and public warrants are quoted on the OTC Pink Market under the symbols “GETR” and “GETRW,” respectively.

Events of default for Mudrick Convertible Note

On August 23, 2023, September 6, 2023, and December 6, 2023, in lieu of acceleration of the repayment obligation as a result of an event of default for not timely filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 and June 30, 2023, respectively, the Company elected to pay additional interest on the notes at a rate per annum equal to (a) one quarter of one percent (0.25%) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent (0.50%) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent (0.50%). Following such elections, the convertible notes will be subject to acceleration from, and including, the one hundred and eighty first (181st) calendar day on which such event of default has occurred and is continuing or if the Company fails to pay any accrued and unpaid special interest when due. Special interest will cease to accrue from, and including, the earlier of (x) the date such event of default is cured or waived and (y) such one hundred and eighty first (181st) calendar day. The Company has since cured all continuing reporting defaults by filing its delinquent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on November 16, 2023, and its delinquent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, respectively, on December 15, 2023.

The event of default with respect to the Super Priority Note (as discussed below under “Event of default for Mudrick Super Priority Note”) constituted an Event of Default under the Mudrick Convertible Notes from February 26, 2024, to, but excluding, April 29, 2024, which resulted in the Company paying an additional 200 basis points in interest for that period. The additional interest was paid (in the form of added principal) on the June 15, 2024, interest payment date.

The Mudrick Convertible Notes were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note Fair Value Adjustment within the income statement (See Note 4 — Fair Value Measurements for a discussion of fair value accounting in connection with the Mudrick Convertible Notes).

The Company’s convertible notes payable balance was as follows (in thousands):


	June 30, 2024		December 31, 2023
iHeart Convertible Note	$	—	$	99
Mudrick Convertible Notes measured at fair value		54,850		40,370
Total Convertible Notes Payable	$	54,850	$	40,469

Notes Payable

Prêt Guaranty par l'État (“PGE”) Loan

In response to the COVID-19 Pandemic, the French Government enacted a State Guarantee Scheme for new loans granted by financial institutions to aid French businesses from the period of March 16, 2020 through December 31, 2020. Loans cannot have a duration exceeding a period of six years from the date of the first disbursement. In November 2020, the Company entered into Loan agreements with three French lenders for a total of 4.5 million euros of notes payable, of which, 3.0 million euros of the notes were interest free with the remaining 1.5 million euros having a 2.25% fixed interest rate and a recurring annual payment of 0.3 million euros beginning September 2021 through September 2025. The notes payable of 3.0 million euros matured during November 2021 and were to be paid in full.

Getaround, Inc.

Notes to Consolidated Financial Statements

During January 2021, the payment terms of the 1.5 million euros loan were amended to have a recurring quarterly payment of 75.0 thousand euros beginning September 2021 through June 2026. On July 13, 2021, the Company entered into a discussion to amend the PGE loan terms to defer first payments on 3.0 million euros of the loan due November 2021 to November 2022. Prior to the amendment, all 3.0 million euros of the loan principal was due in November 2021. The amendment to the payment terms of the PGE loan was made through two agreements. Effective August 3, 2021, the first agreement deferred a first payment, where the principal of 0.6 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 12.0 thousand euros beginning December 2022 through November 2026 and added a 0.7% fixed interest rate. Effective October 1, 2021, the second agreement deferred a first payment, where the principal of 2.4 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 49.0 thousand euros beginning November 2022 through November 2026 and added a 1.44% fixed interest rate.

During December 2022, the Company recognized 51.0 thousand euros, an additional guarantee commission loan expense to the French Government paid by the French lenders on the Company’s behalf, increasing the amount owed by the Company to the French lenders.

As of June 30, 2024, 1.7 million euros, or $1.9 million was classified within notes payable, current and the total remaining outstanding principal was 3.1 million euros, or $3.4 million. For the three and six months ended June 30, 2024 and 2023, 8.1 thousand euros and 17.0 thousand euros, or $8.7 thousand and $18.2 thousand, and 11.0 thousand euros and 30.0 thousand euros, or $12.0 thousand and $32.0 thousand, of interest expense was recognized, respectively.

Green St. Lease Promissory Note

Mudrick Bridge Note

On August 7, 2023 the Company entered into a promissory note (the “Note”) with Mudrick Capital Management for an aggregate principal amount of $3,000,000 to provide additional capital to the Company. The Note has a maturity date of September 7, 2023 (the “Maturity Date”) and bears an interest rate of 15.00% per annum compounded daily. The Note is unsecured, but the Company expects it to be exchanged for a similar, secured note as soon as is practicable, and such secured note may be exchanged for a new convertible promissory note or other security in connection with a larger, longer-term financing prior to the Maturity Date. If the principal and accrued interest under the Note is repaid in cash, a principal repayment premium of 100% applies. On September 7, 2023 the Note was replaced with the Super Priority Note.

Mudrick Super Priority Note

On September 8, 2023, the Company issued and sold to Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), a super priority note in an aggregate amount of $15,040,685 (as amended and restated from time to time, the “Super Priority Note”). The Note accrued interest monthly beginning on October 15, 2023, at a rate of 15.00% per annum. Upon the occurrence, and during the continuation, of an Event of Default, an additional 2.00% will be added to the stated interest rate. The Super Priority Note was to mature on August 7, 2024, at which time the principal and accrued interest would become due, payable in cash, unless earlier redeemed or repurchased.

On December 11, 2023, the Company amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $18,635,500, which was comprised of the original $15,040,685 principal amount under the Super Priority Note, $594,815 in accrued interest on the Super Priority Note as of December 11, 2023, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the "A&R Super Priority Note"). The A&R Super Priority Note accrued interest monthly, at a rate of 15.00% per annum.

On January 12, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $20,880,922, which was comprised of the original $18,635,500 amount under the A&R Super Priority Note, $245,422 in accrued interest as of January 12, 2024, and an additional principal amount of $2,000,000 to provide additional capital to the Company (the “Second Amended and Restated Super Priority Note” or “Second A&R Super Note”).

Getaround, Inc.

Notes to Consolidated Financial Statements

On January 19, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $23,941,032, which was comprised of the original $20,880,922 amount under the Second A&R Super Priority Note, $60,110 in accrued interest as of January 19, 2024, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the “Third Amended and Restated Super Priority Note” or “Third A&R Super Note”).

On February 7, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $40,303,393, which is comprised of the original $23,941,032 amount under the Third A&R Super Priority Note, $189,940 in accrued interest as of February 7, 2024, and an additional principal amount of $16,172,421 to provide additional capital to the Company (the “Fourth Amended and Restated Super Priority Note” or “Fourth A&R Super Note”).

On April 29, 2024, the Company and Mudrick further amended and restated the Super Priority Note to reflect an increased aggregate principal amount of $61,677,504, which is comprised of the original $40,303,393 amount under the Fourth A&R Super Priority Note, $1,374,111 in accrued interest as of April 29, 2024, and an additional principal amount of $20,000,000, to provide additional capital to the Company (the “Fifth Amended and Restated Super Priority Note” or “Fifth A&R Super Note”).

The Fifth A&R Super Note accrues interest monthly beginning on April 29, 2024, at a rate of 15.00% per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default (as defined therein), will be increased by 2.00%. The Fifth A&R Super Note will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. See Note 19 - Subsequent Events for an additional amendment subsequent to June 30, 2024.

Event of default for Mudrick Super Priority Note

Effective as of February 26, 2024 (the “Appointment Date”), the Company's Board of Directors (the "Board") appointed Mr. Eduardo Iniguez as a Class II director (the “Appointment”) for a term expiring at the annual meeting of stockholders to be held in respect of the Company’s fiscal year ending December 31, 2023. As a result of the Appointment, the total number of members of the Board from the Appointment Date through April 28, 2024, was six (the “Board Size”), including two directors in each class. Pursuant to the Third A&R Super Note and the Fourth A&R Super Note, the Board Size may have constituted an Event of Default under the Super Priority Note (the “Event of Default”). In connection with the Event of Default, the Company has taken the following remedial actions: (i) the Company requested to amend relevant sections of the Super Priority Note so as to provide for a total of six members of the Board, including two directors in each class; (ii) the Company has requested a waiver (effective as of the Appointment Date) by Mudrick of the Event of Default under the Super Priority Note resulting from the Board Size; and (iii) the Company has requested a waiver (effective as of the Appointment Date) by the Holders of a majority in aggregate principal amount of the Mudrick Convertible Notes currently outstanding of the cross default under the Indenture triggered by the Event of Default under the Super Priority Note. Effective as of April 29, 2024, with the issuance of the Fifth A&R Note, the Super Priority Note has been amended and restated to cure the Event of Default resulting from the Board Size.

The Company’s notes payable balances were as follows (in thousands):


	June 30, 2024			December 31, 2023
PGE Loan		3,351			3,458
Green St. Lease Promissory Note		1,015			—
Mudrick Super Priority Note (at fair value)		50,130			18,568
Total Notes Payable		54,496			22,026
Less: short-term portion of PGE Loan		(1,868	)		(1,336	)
Less: short-term portion of Green St. Lease Promissory Note		(550	)		—
Less: short-term portion of Mudrick Super Priority Note		—			(18,568	)
Total Notes Payable, less current portion	$	52,078		$	2,122

The notes payable future principal payments as of June 30, 2024 are as follows (in thousands):


Year ended December 31,
2024	$	1,526
2025		1,692
2026		51,278
Thereafter		—
Total	$	54,496

Getaround, Inc.

Notes to Consolidated Financial Statements

11. Leases

The Company leases a corporate office facility, short-term parking spaces and miscellaneous office equipment under operating lease agreements. The Company’s lease agreements have terms not exceeding eight years. As of June 30, 2024, the Company does not have any finance leases.

On May 22, 2024, the Company entered into a Termination of Lease agreement (“Lease Termination”) with Green Front LLC (the "Landlord"), related to the Company’s early termination of its leased office space located at 55 Green Street, San Francisco, California (the "Lease"). The effective termination date for the Lease was June 1, 2024. The letter of credit originally issued in connection with the lease has been entirely drawn and there is no remaining balance on the letter of credit as of the date of the agreement. The Company had leasehold improvements and fixed assets at the Lease premises with net book values of $6.0 million and $1.0 thousand, respectively, that were surrendered to the Landlord. As a result of the Termination of Lease agreement, the Company was obligated for the following: Pay the Landlord $1.0 million as partial payment of the termination fee, execute and deliver to the Landlord a Promissory Note of $1.1 million, pay the Landlord all sublease rents, license fees, or other payments for occupancy of the premises, surrender and vacate the premises and surrender to the Landlord all existing tenant-owned furniture, fixtures, and equipment in the premises on the effective termination date, assign to Landlord all existing licenses and other occupancy agreements for any portion of the premises, and assign to Landlord all service contracts. The Company agreed to pay to the Landlord the aggregate sum of $2.1 million (“Termination Fee”), consisting of the $1.0 million fee payment noted above and the Promissory Note of $1.1 million. The Company recognized a $2.9 million net loss as a result of the Lease Termination.

The Company elects not to apply the lease recognition requirements to its short-term leases. Accordingly, the Company recognizes lease payments related to short-term leases in the statements of operations and comprehensive loss on a straight-line basis over the lease term which has not changed from prior recognition.

For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. When determining lease term, the Company considers renewal options that are reasonably certain to exercise and termination options that are reasonably certain to be exercised, in addition to the non-cancellable lease term.

The Company’s sole remaining real estate leasing agreement includes terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which are accounted for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability.

The components of lease expense and income for the periods indicated are as follows (in thousands):


	Six Months Ended June 30,
	2024			2023
Operating lease costs	$	1,403		$	1,579
Short-term lease costs		312			504
Variable lease costs(1)		374			461
Sublease income		(627	)		(717	)
Total Lease Costs	$	1,462		$	1,827

(1)

Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate.

Operating lease costs and short-term lease costs are included within general and administrative and operating expenses within the consolidated statements of operations. Variable lease costs are included within operating expenses, and sublease income is included within revenue within the consolidated statements of operations.

Other information related to leases for the periods indicated are as follows (in thousands):

Getaround, Inc.

Notes to Consolidated Financial Statements


	Six Months Ended June 30,
	2024		2023
Operating cash flows used for lease liabilities	$	1,752	$	2,025

The weighted average remaining lease term for our operating leases was 5.5 years, and the weighted average discount rate for the Company’s operating leases was 10.3%.

The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term.

Future minimum payments under operating leases as of June 30, 2024, are as follows (in thousands):


	Year ending December 31,
From July 1, 2024 to December 31, 2024	$	149
2025		298
2026		298
2027		298
2028		298
Thereafter		298
Total undiscounted future cash flows	$	1,639
Less: Imputed interest		(369	)
Total	$	1,270

12. Commitments and Contingencies

Commitments

As of June 30, 2024, there were no material changes outside the ordinary course of business to the Company’s commitments, as disclosed in the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023.

Legal Proceedings

In addition to the matters discussed below, from time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non‑compliance with its contractual or other legal obligations.

A liability and related charge are recorded to earnings in the Company’s consolidated financial statements for legal contingencies when the loss is considered probable, and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including discussion with outside legal counsel. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible, but not probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. The Company expenses legal fees as they are incurred.

Kenareki Litigation

In 2020 the Company became involved in certain litigation filed by a former contractor of the Company alleging various Labor Code violations by the Company. The former contractor has asserted claims on a class wide basis and seeks to represent all California contractors and California non-exempt employees from July 2016 to the present. Based upon the Company’s investigation, the Company does not believe the plaintiff’s claims against the Company are valid, and in January of 2023 the parties reached a tentative settlement of this matter for an amount the Company does not consider to be material.

Getaround, Inc.

Notes to Consolidated Financial Statements

Broadspire Litigation

On March 5, 2021, the Company filed a complaint against its former third-party insurance claims administrator, Broadspire Services, Inc. alleging negligence and breach of contract leading to losses suffered by the Company (Getaround v. Broadspire, San Francisco Superior Court Case No. CGC-21-590022). The defendant filed a cross-complaint for amounts allegedly owed by the Company for services rendered by Broadspire. On February 22, 2024, the Company agreed to the terms of a settlement of the civil suit the Company filed against Broadspire and the related cross complaint filed by Broadspire against the Company. On March 14, 2024, Broadspire made a settlement payment to the Company in the amount of $15 million, in exchange for the dismissal of all claims and counterclaims amongst the parties in connection with the civil suit and related cross complaint. The $15 million settlement payment, less fees for legal services paid to counsel to the Company and other legal costs, resulted in a net payment to the Company of approximately $10.3 million.

Garfield Litigation

In April of 2023, an action for attorneys’ fees and expenses was filed in the Court of Chancery for the State of Delaware against the Company (Garfield v. Getaround, Court of Chancery for the State of Delaware C.A. # 2023-0445-MTZ). The complaint alleges the plaintiff was a stockholder of InterPrivate II Acquisition Corp. (“IPVA”) who proposed certain amendments to IPVA’s certificate of incorporation, which, if implemented, would enable IPVA to avoid violating provisions of the Delaware General Corporation Law regarding corporate voting structures. The complaint further alleges such amendments were enacted in response to the plaintiff’s notice, and the plaintiff is therefore entitled to receive an award of attorneys’ fees and expenses from the Company as IPVA’s successor-in-interest, under the Court of Chancery's "corporate benefit" doctrine. On July 26, 2024 the parties reached a tentative settlement of this matter for an amount the Company does not consider to be material.

As of June 30, 2024 and December 31, 2023, the Company had accrued $1.5 million and $1.6 million, respectively, related to various pending claims and legal actions. The Company does not believe that a material loss in excess of these accrued amounts is reasonably possible.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. In some cases, the term of these indemnification agreements is perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. To date the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

13. Income Taxes

The Company's effective tax rate from continuing operations was 1.3% for the three months ended June 30, 2024 and 0.7% for the three months ended June 30, 2023. The Company's effective tax rate from continuing operations was 0.3% for the six months ending June 30, 2024 and 0.7% for the six months ending June 30, 2023. The Company's full allowance in the United States and various other foreign jurisdictions caused the quarterly effective tax rate to be different from the U.S. federal statutory tax rate.

The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s condensed consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its condensed consolidated statements of operations, nor has it

Getaround, Inc.

Notes to Consolidated Financial Statements

accrued for or made payments for interest and penalties. The Company has no unrecognized tax benefits as of June 30, 2024 and June 30, 2023.

14. Stock-Based Compensation

Restricted Stock Units

Restricted stock units (RSUs) activity for the six months ended June 30, 2024 is as follows:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance, December 31, 2023		3,244,369		$	5.30
RSUs granted		7,172,708			0.17
RSUs vested		(5,125,758	)		1.09
RSUs canceled		(958,001	)		4.15
Balance, June 30, 2024		4,333,318		$	2.06

Stock Options

Stock option activity for the six months ended June 30, 2024 (in thousands, except share amounts and per unit data) is as follows:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, December 31, 2023		7,997,004		$	1.78		7.53	$	10
Options granted		92,447,500			0.25		9.67		—
Options exercised		(52,557	)		0.03		—		6
Options expired		(183,793	)		4.29		—		1
Options forfeited		(1,732,576	)		1.05		—		—
Balance, June 30, 2024		98,475,578		$	0.35		9.40	$	4
Vested and Exercisable, June 30, 2024		4,063,544			2.34		3.80		3
Vested and Exercisable and Expected to Vest, June 30, 2024		98,475,578		$	0.35		9.40	$	4

The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The total intrinsic value for stock options exercised during the six months ended June 30, 2024 and 2023 was $6.0 thousand and $1.0 thousand, respectively. The fair value of awards vested during the six months ended June 30, 2024 and 2023 was $1.2 million and $2.8 million, respectively. The weighted-average grant-date fair value per share of stock options granted during the six months ended June 30, 2024 and 2023 was $0.17 and $0.18, respectively.

The following table summarizes the weighted-average assumptions used in the valuation of stock options granted:


	Six Months Ended June 30,
	2024			2023
Expected volatility (%)		71.3	%		81.4	%
Risk-free interest rate (%)		4.3	%		3.6	%
Expected dividend yield		—			—
Expected term (years)		6.8			6.0

Getaround, Inc.

Notes to Consolidated Financial Statements

The Company recognized stock-based compensation expense related to stock options of $2.5 million and $0.8 million for the three months ended June 30, 2024 and 2023, respectively, and $3.8 million and $2.0 million for the six months ended June 30, 2024 and 2023, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Sales and marketing	$	6	$	15	$	14	$	32
Operations		39		177		141		367
Technology and product development		66		97		130		207
General and administrative		2,371		560		3,497		1,394
Total	$	2,482	$	849	$	3,782	$	2,000

As of June 30, 2024, there was $16.0 million of total unrecognized compensation cost related to unvested stock options granted under the plan that is expected to be recognized over a weighted-average period of 3.19 years.

The Company recognized stock-based compensation expense related to RSUs of $1.6 million and $2.0 million for the three months ended June 30, 2024 and 2023, respectively, and $3.6 million and $4.4 million for the six months ended June 30, 2024 and 2023, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Sales and marketing	$	78	$	106	$	162	$	221
Operations		270		442		575		1,071
Technology and product development		799		991		1,596		1,889
General and administrative		483		452		1,296		1,224
Total	$	1,630	$	1,991	$	3,629	$	4,405

As of June 30, 2024, there was $8.1 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.19 years.

15. Warrants

Upon the closing of the 2022 Business Combination, Legacy Getaround’s common stock warrants and convertible redeemable preferred stock warrants were exercised for Legacy Getaround common stock and redeemable preferred common stock, respectively, and subsequently converted into Getaround common stock.

Please refer to the table below for detail of warrant liability by type of warrant (in thousands):


	June 30, 2024		December 31, 2023
Private warrants	$	30	$	20
Total	$	30	$	20

Number of outstanding warrants as of June 30, 2024 and December 31, 2023 was as follows:


	June 30, 2024		December 31, 2023
Public warrants		12,175,000		12,175,000
Private warrants		4,616,667		4,616,667
Total		16,791,667		16,791,667

InterPrivate II Public and Private Warrants

Upon the Closing, there were 5,175,000 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company’s common stock that were issued by InterPrivate II prior to the 2022 Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the 2022 Business Combination, provided that the Company has an effective registration statement under

Getaround, Inc.

Notes to Consolidated Financial Statements

the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire five years after the completion of the 2022 Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the 2022 Business Combination. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, one of InterPrivate II’s directors or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise.

Convertible Notes Warrants

On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick Convertible Notes, according to the terms of the convertible note subscription agreement. The Convertible Notes Warrants are in substantially the same form as the public warrants, and are aggregated with the public warrants.

At June 30, 2024, outstanding public and private warrants were 12,175,000 and 4,616,667, respectively. The public warrants are equity-classified and private warrants are liability-classified.

16. Earnings (Loss) per Share

The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented (in thousands, except share and per share amount):


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net loss	$	(12,025	)	$	(30,269	)	$	(42,990	)	$	(53,068	)
Basic and diluted weighted average common stock outstanding		98,321,295			92,608,276			97,498,510			92,460,655
Basic and diluted net loss per share	$	(0.12	)	$	(0.33	)	$	(0.44	)	$	(0.57	)

Since the Company was in a loss position for the three and six month periods June 30, 2024 and 2023, basic net loss per share was the same as diluted net loss per share for the period presented.

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares):


	Six Months Ended June 30,
	2024		2023
Stock options and restricted stock units outstanding(1)		102,808,896		12,356,284
Private Warrants		4,616,667		4,616,667
Public Warrants		12,175,000		12,175,000
Shares for Mudrick Convertible Notes		19,001,500		19,001,085
Shares for Mudrick PIK Notes		2,876,880		79,534
Total		141,478,943		48,228,570

(1)

Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes.

Getaround, Inc.

Notes to Consolidated Financial Statements

The Company has reserved shares for the 2022 Employee Stock Purchase Plan, however, there have been no employee contributions to such plan as of June 30, 2024. The Company also has shares reserved in connection with Earnout Shares under the 2022 Business Combination, however, as of June 30, 2024, none of the share-price targets were satisfied. The Company has shares reserved in connection with the 2022 Equity Incentive Plan, however, options considered for dilutive EPS are only those granted.

17. Segment and Geographical Area Information

Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

As such, the Company has determined that it operates as one operating segment.

Geographical Area Information

The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use assets, net of accumulated depreciation, by geographical area:


	June 30, 2024		December 31, 2023
United States	$	1,303	$	18,883
Europe		1,608		1,783
Total	$	2,911	$	20,666

(See Note 4 – Revenue for the Company’s revenues disaggregated by geography).

The change in the Company’s long-lived assets as of June 30, 2024 is primarily due to the write-off of leasehold improvements in connection with the termination of one of the Company’s office leases (see Note 10 - Leases).

18. Related Party Transactions

Mudrick Capital Management L.P.

In the first quarter of 2024, Mr. Jason Mudrick joined the Company's Board of Directors. Mr. Mudrick holds an interest in Mudrick Capital Management L.P.; for which the Company has issued convertible debt and notes payables described in Note 10 - Notes Payable and Note 19 - Subsequent Events. As Mr. Mudrick is now a member of the Board of Directors, these transactions are now considered related party transactions.

19. Subsequent Events

New Financing

On July 16, 2024, the Company and Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. (the “Purchaser”), amended and restated the Fifth A&R Super Note to reflect an increased aggregate principal amount of $83,674,931 (the “Sixth A&R Super Note”). The Sixth A&R Super Note will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. This transaction constitutes a related party transaction.

Appointment of an Executive, Compensatory Arrangement, and Departure of an Executive

Effective as of July 19, 2024, Tom Alderman, the Company's Chief Financial Officer, is no longer employed by the Company, and the Board of Directors of the Company appointed Patricia Huerta, the Company’s Chief Accounting Officer, to serve as the Company's

Getaround, Inc.

Notes to Consolidated Financial Statements

Interim Chief Financial Officer. The impact of this new position on the existing compensation arrangements with Ms. Huerta has not yet been determined by the Company.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On July 9, 2024, Getaround, Inc. (the “Company”) received notice the New York Stock Exchange (“NYSE”) suspended trading of its common stock on the NYSE effective immediately and started the process to delist the Company's common stock from the NYSE. The start of the delisting process follows the NYSE’s determination under Rule 802.01B of the NYSE Listed Company Manual that the Company did not meet the continued listing standard that requires listed companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days. The Company intends to appeal this determination.

Tentative Settlement of Garfield Litigation

On July 26, 2024, the Company agreed to the terms of a tentative settlement of the action for attorneys’ fees and expenses filed in the Court of Chancery for the State of Delaware against the Company (Garfield v. Getaround, Court of Chancery for the State of Delaware C.A. # 2023-0445-MTZ) for an amount we do not consider to be material.

Stockholder Proposals Approved at the Annual Meeting

On July 31, 2024, the shareholders approved, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the potential issuance of the shares of common stock issuable upon the conversion of the Mudrick Convertible Notes after giving effect to the adjustment of the conversion rate of the outstanding Mudrick Capital Convertible Notes to an adjusted conversion price of $0.25. See Note 9 – Notes Payable – Mudrick Convertible Notes.

On July 31, 2024 the shareholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-10 and not greater than 1-for-50, with the exact ratio and effective time of the reverse stock split to be determined by the Board of Directors at any time on or before December 31, 2024.

There have been no other events or transactions that occurred subsequently that require recognition or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion and analysis should be read together with our consolidated financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “our,” “us,” the “Company” or “Getaround” refer to the business and operations of Getaround, Inc., a Delaware corporation ("Legacy Getaround") prior to the Closing of the 2022 Business Combination, and to the business and operations of Getaround following the Closing.

Overview

Getaround is a global carsharing marketplace, powered by proprietary technology designed to make sharing cars simple, digital, on-demand, and automated. We reimagined the traditional car ownership model by empowering consumers, whom we refer to as our guests, to instantly and conveniently access safe, affordable and desirable cars they need while providing earnings potential to car owners who supply them, whom we refer to as our hosts. We believe booking and sharing cars should be a frictionless and hassle-free experience. Our technology platform offers choice and agency to guests and hosts, enabling both a traditional rental experience where guests meet the host ahead of their trip, or a fully contactless experience, without guests needing to wait in line at a car rental facility, manually fill out any paperwork, or meet anyone in person to exchange keys. Since launching in 2011, we have been focused on building and innovating our digital carsharing marketplace in the United States and internationally. As of June 30, 2024, our platform supports approximately 2.2 million unique guests and has approximately 72,000 active cars in more than 1,000 cities across 8 countries worldwide, including in the United States and across Europe.

Our proprietary cloud-based platform, which we call the Getaround Connect Cloud Platform, creates a digital experience that makes it easy for guests to find cars nearby, and for hosts to share their cars with guests, in both high and low population-density geographies. We have established a broad network of loyal hosts and guests on our platform. Hosts benefit from low entry costs, digital fleet management, and dynamic pricing algorithms and optimization informed by data analytics. Guests benefit from an easy-to-use platform, the ability 24/7 to book cars located nearby by the hour or day, and, with cars utilizing our Connect technology, a contactless booking, pickup and return experience, eliminating the need for in-person interaction. We leverage our powerful technology platform, our scaled network, and the rich data captured from trips to derive insights and to innovate in order to provide hosts and guests with a differentiated product offering compared to competitors.

Recent Developments

Executive and Leadership Team. In March 2024, we have proactively transitioned a part of our executive and leadership team. As part of that transition, effective March 15, 2024, Mr. Sy Fahimi's employment as Chief Operating Officer of the Company ended, and effective April 28, 2024, Dr. Jeff Russakow left our Board. Additionally, Mr. Neil Salvage, Mr. Qais Sharif and Mr. Nikul Patel joined the Board effective May 6, 2024.

New York State Operations. On March 23, 2024, the Board approved management’s proposal to suspend our carsharing operations in New York State as of April 1, 2024, due to the extremely high cost of maintaining the insurance coverage required under the New York Peer-to-Peer (P2P) Carsharing Act enacted in 2022 (the “NY Act”). The NY Act requires Getaround and other carsharing providers to maintain insurance limits that are fifty times greater than the insurance limits required for rental car companies and private vehicle ownership. The Company’s exit from the New York market is expected to adversely impact our annualized service revenue by $5 million to $7 million, while improving our annualized trip contribution profit by an estimated $2 million.

Appointment of an Executive, Compensatory Arrangement, and Departure of an Executive. On February 26, 2024, the Board appointed Mr. Eduardo Iniguez as the CEO of the Company and a Class II director to the Board. In connection with Mr. Iniguez’s appointment, the Company entered into an employment agreement with Mr. Iniguez, which included salary, various bonus provisions, and an equity inducement award consideration, which includes options awards of 11,100,000 that vest over four years, and an additional 76,950,000 options that will vest over four years with certain limitations that may cap vesting. Mr. Iniguez succeeded Mr. Sam Zaid, one of three co-founders of the Company.

Appointment of an Executive, Compensatory Arrangement, and Departure of an Executive. Effective as of July 19, 2024, Tom Alderman, the Company's Chief Financial Officer, is no longer employed by the Company, and the Board of Directors of the

Company appointed Patricia Huerta, the Company’s Chief Accounting Officer, to serve as the Company's Interim Chief Financial Officer. The impact of this new position on the existing compensation arrangements with Ms. Huerta has not yet been determined by the Company.

Event of Default for Mudrick Super Priority Note and Mudrick Convertible Notes. Effective as of February 26, 2024 (the “Appointment Date”), the Board appointed Mr. Eduardo Iniguez as a Class II director (the “Appointment”) for a term expiring at the annual meeting of stockholders to be held in respect of the Company’s fiscal year ending December 31, 2023. As a result of the Appointment, the total number of members of the Board from the Appointment Date through April 28, 2024, was six (the “Board Size”), including two directors in each class. Pursuant to the Third A&R Note (as defined below) and the Fourth A&R Note (as defined below), the Board Size may have constituted an Event of Default under the Mudrick Super Priority Note (the “Event of Default”). Effective as of April 29, 2024, with the issuance of the Fifth A&R Note (as defined below), the Mudrick Super Priority Note has been amended and restated to cure the Event of Default resulting from the Board Size.

Settlement of Broadspire Litigation. On February 22, 2024, we agreed to the terms of a settlement of the civil suit the Company filed against Broadspire Services, Inc. ("Broadspire") on March 5, 2021, Getaround, Inc. v. Broadspire Services, Inc., Case No. CGC-21-590022, and the related cross complaint filed by Broadspire against the Company on April 29, 2021, both in the Superior Court of California in the City and County of San Francisco, and on March 14, 2024, Broadspire made a settlement payment to the Company in the amount of $15 million in exchange for the dismissal of all claims and counterclaims amongst the parties in connection with the civil suit and related cross complaint. The $15 million settlement payment, less fees for legal services paid to Covington & Burling LLP, counsel to the Company, and legal costs, resulted in a net payment to the Company of approximately $10.3 million.

Additional Financing. On December 11, 2023 the Company and Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the "Purchaser") amended and restated the super priority note in an aggregate amount of $15,040,685 entered into by such parties on September 8, 2023 (as amended and restated from time to time, the “Mudrick Super Priority Note") to reflect an increased aggregate principal amount of $18,635,500, which is comprised of the original $15,040,685 principal amount, $594,815 in accrued interest as of December 11, 2023, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the "Amended and Restated Note").

On January 12, 2024, the Company and the Purchaser amended and restated the Amended and Restated Note to reflect an increased aggregate principal amount of $20,880,922, which is comprised of the original $18,635,500 principal amount under the Amended and Restated Note, $245,422 in accrued interest as of January 12, 2024, and an additional principal amount of $2,000,000 (the “Second A&R Note”). The Second A&R Note will mature on August 7, 2024, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.

On January 19, 2024, the Company and the Purchaser further amended and restated the Second A&R Note to reflect an increased aggregate principal amount of $23,941,032, which is comprised of the original $20,880,922 principal amount under the Second A&R Note, $60,110 in accrued interest as of January 19, 2024, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the “Third A&R Note”). The Third A&R Note accrues interest monthly beginning on January 19, 2024, at a rate of 15.00% per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default (as defined in the Third A&R Note), will be increased by 2.00%. The Third A&R Note was issued pursuant to an amended and restated incremental subscription agreement dated January 19, 2024 (the “A&R Incremental Subscription Agreement”), by and between the Purchaser and the Company and certain of the Company’s subsidiary guarantors. The Third A&R Note permits the Company to request that the Purchaser purchase up to an additional $15,000,000 in aggregate principal amount under the Third A&R Note, subject to certain conditions. The Third A&R Note will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.

On February 7, 2024, the Company and the Purchaser amended and restated the Third A&R Note to reflect an increased aggregate principal amount of $40,303,393, which is comprised of the original $23,941,032 principal amount under the Third A&R Note, $189,940 in accrued interest as of February 7, 2024, and an additional principal amount of $16,172,421 (the “Fourth A&R Note”). The Fourth A&R Note was issued pursuant to the A&R Incremental Subscription Agreement and will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.

On April 29, 2024, the Company and Purchaser further amended and restated the Fourth A&R Note to reflect an increased aggregate principal amount of $61,677,504 which is comprised of the original $40,303,393 principal amount under the Fourth A&R Note, $1,374,110.55 in accrued interest as of April 29, 2024, and an additional principal amount of $20,000,000 (the “Fifth A&R Note”). The Fifth A&R Note was issued pursuant to a second amended and restated incremental subscription agreement dated April 29, 2024, as described in our current report on Form 8-K filed with the SEC on May 1, 2024 (the “Second A&R Incremental Subscription Agreement”), and will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.

On July 16, 2024, the Company and Purchaser, further amended and restated the Fifth A&R Super Note to reflect an increased aggregate principal amount of $83,674,931 (the “Sixth A&R Super Note”). The Sixth A&R Super Note will mature on August 7, 2026, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.

The Mudrick Super Priority Note is a senior secured obligation of the Company, guaranteed by certain of its subsidiaries and secured by collateral consisting of substantially all of the assets of the Company and its subsidiary guarantors. Subject to limited exceptions, the Mudrick Super Priority Note will rank senior to all outstanding and future indebtedness of the Company, including the Company’s outstanding Convertible Notes.

The Company may prepay the Mudrick Super Priority Note at any time prior to its maturity date, and subject to the following exception, must prepay the balance of the Note with 100% of the net proceeds of any sale, or similar disposition, of the Company or any of its subsidiaries. At the Company’s election, the mandatory prepayments set forth above do not apply to the first $10.0 million of net proceeds received by the Company in connection with a sale or similar disposition as described above.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 9, 2024, Getaround, Inc. (the “Company”) received notice the New York Stock Exchange (“NYSE”) suspended trading of its common stock on the NYSE effective immediately and started the process to delist the Company's common stock from the NYSE. The start of the delisting process follows the NYSE’s determination under Rule 802.01B of the NYSE Listed Company Manual that the Company did not meet the continued listing standard that requires listed companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days. The Company has requested a review of this determination.

Going Concern. We have incurred cumulative losses from inception through June 30, 2024, and expect to incur additional losses for the foreseeable future. Our ability to fund our operations and capital expenditures beyond our current cash and cash equivalents resources will depend on our ability to generate cash from operating activities, which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. We expect operating losses and negative cash flows to continue for the foreseeable future as we continue to develop and promote our platform, as well as to grow our user base through new markets. Our future capital requirements depend on many factors, including our needs to support our business growth, to respond to business opportunities, challenges or unforeseen circumstances, or for other reasons. As a result, if our current cash runway is insufficient for us to be able to achieve or maintain positive cash flow, we will be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued.

Our Revenue Model

We operate a carsharing marketplace and generate revenue from fees charged to guests as well as subscriptions charged to hosts. A significant majority of our revenue in any period depends on a large number of Powerhosts, which we define as any host with three or more active cars in our marketplace. Getaround prices trips dynamically on the platform, leveraging our extensive data from the hundreds of millions of miles driven on our platform to intelligently price the risks of the trip, the market and the guest.

Our pricing system is designed to optimize each individual transaction value by balancing supply and demand information and utilizing dynamic pricing features that depend on multiple transaction attributes, such as trip length and location. The use of dynamic pricing features varies across geographies, as slightly different strategies are appropriate for different regions. In some geographies, all pricing is dynamically priced on a per trip basis, and varies by time of day, day of week, vehicle details, geography, historical demand and supply levels, among other factors. Hosts control the pricing of this model by setting a minimum daily rate for their vehicle, as well as other inputs such as the minimum trip duration. In other geographies, hosts have the option of using our pricing system to dynamically set prices on their vehicle, or to more specifically control prices directly on a per-day basis. If they choose to set per-day prices themselves, the system still provides personalized suggestions for pricing, based on a similar set of attributes and historical data as our fully dynamic model would do. Through these processes both the fee we charge the guest for usage of the vehicle subject to a booking, or the “Trip Price,�� and in certain related fees, or “Trip-related Fees,” charged to the guest are capable of being set dynamically. Our pricing system also allows hosts in any geography to significantly increase their revenue yield by varying the Trip Price according to local supply and demand dynamics while Trip-related Fees, such as the booking fee and optional protection plans, are controlled by our pricing system based on a model that determines the risk profile of a trip, according to a number of risk factors such as lead time, trip duration, and an array of other factors. In some cases, prices for Trip-related Fees are set to offset the expected increased cost to the platform from riskier trips. Additionally, our dynamic pricing may improve revenue yield by incentivizing guests to book longer trips, thereby increasing the average order value and associated service revenue and host earnings.

The subscriptions that we charge to hosts vary by geography and typically include a Connect Subscription to access our connected car technology and may also include a Parking Subscription. Fees charged to hosts are independent of booking activity.

The revenue-generating components of a booked trip within our two-sided marketplace include:

•

Guests. For each trip on our platform, the amount we charge the guest consists of the Trip Price plus Trip-related Fees. The Trip Price and certain Trip-related Fees, such as a booking fee, are determined algorithmically at the time of booking while other fees may be charged during or after the trip, such as a toll fee or a late-return fee. The guest may also be charged various taxes, as applicable by geography, which we record as a pass-through and are excluded from Net Marketplace Value.

•

Hosts. For each trip on our platform, we charge a commission to the host based on a percentage of the Trip Price. The average commission on our platform is approximately 40% and the host retains the remaining 60%. A typical trip on our platform may also incur reimbursements back to the host for incidental charges such as low fuel or excess mileage. Third-party liability insurance for the host is included with every trip, provided that we do not provide insurance covering hosts and their vehicles, guests, or third parties where the host is a commercial entity and declines coverage under our policies.

Accordingly, under our model, our revenue consists of the commission that we charge to the host and 100% of the Trip-related Fees, which are net of reimbursements that may have been passed through to the host.

The table below shows the components of an illustrative booked trip, which is typically less than one day. Gross Booking Value and Net Marketplace Value in the table below exclude subscriptions charged to hosts and also exclude reductions in revenue resulting from incentive and refund payments made to hosts and guests. See the sections titled “— Key Business Metrics” and “— Non-GAAP Financial Measures” below for more information on the calculation of these metrics. For illustration purposes, we included a common reimbursement line item for incidental charges and an example of a local sales tax (which we collect and remit to local authorities in certain jurisdictions).

Illustrative Trip Example


Guest
Trip Price (dynamic)	$	100.00
Plus: Trip-related Fees (including risk-based fees)		25.00
Plus: Host reimbursements		5.00
Plus: Taxes (as applicable, pass-through)		7.50
Total (Gross Booking Value)	$	137.50

Host
Trip Price (dynamic)	$	100.00
Plus: Host reimbursements		5.00
Less: Commission paid to Getaround		(40.00	)
Total	$	65.00

Getaround
Commission paid to Getaround	$	40.00
Plus: Trip-related Fees (including risk-based fees)		25.00
Total (Net Marketplace Value)	$	65.00

Components of Results of Operations

Total Revenues

We have three revenue streams: Carsharing Revenue, Connect Subscription Revenue, Parking Revenue, and Other Revenue.

We generate substantially all of our revenue from our peer-to-peer carsharing marketplace platform that connects hosts and guests. We refer to that revenue stream as “Carsharing Revenue.” Carsharing Revenue is derived from trip reservation and other trip fees collected from guests who book and rent vehicles from the hosts through our platform at a mutually agreed upon rate. Within Europe, we are an intermediary of a sale of third-party vehicle insurance coverage to the guests during the booking process. We charge a nominal amount in exchange for being the intermediary in the sales transaction. Carsharing Revenue is presented net of payments due to hosts given that we act as an intermediary in the arrangement between the host and the guest.

We generate additional revenue from hosts’ subscriptions for the use of IoT hardware devices installed in certain cars, including the Getaround Connect IoT device. We refer to that revenue stream as “Connect Subscription Revenue”.

Carsharing Revenue and Connect Subscription Revenue are presented on a combined basis as “Service revenue” in our consolidated financial statements. Carsharing revenue represents substantially all of our Service Revenue as Connect Subscription Revenue has not been material in the periods presented.

The principal drivers of fluctuations in our Service revenue from period to period are our directed revenue management efforts, such as deliberate changes in pricing and availability optimization, and to a lesser extent, changes in the relative mix of cars on our marketplace, the relative mix of customer-specific use cases at a point in time (e.g., vacation travels and local trips), the scale of different cities across North America and Europe, foreign currency exchange rates, and the local pricing optimizations performed on a per-car and per-trip basis by our dynamic pricing system.

We also generate revenue by subleasing, on a monthly basis, dedicated parking spaces to our hosts. We refer to that revenue stream as “Parking revenue” and present it as “Lease revenue” in our consolidated financial statements.

Our Total Revenues are presented net of incentives and refunds. Please refer to Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), for additional details on our revenue recognition policy.

Costs and Expenses

Cost of Revenue (exclusive of depreciation and amortization)

Cost of Revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating our platform. Cost of Revenue (exclusive of amortization and depreciation) captures the costs directly related to and necessary for realization of transactions between the hosts and the guests through the Company’s marketplace platform, other than the amortization of its platform technology. Cost of Revenue does not include depreciation and amortization. Cost of Revenue (exclusive of depreciation and amortization) may vary as a percentage of Total Revenues from year to year depending on booking activity on our marketplace.

Sales and Marketing

Sales and marketing expenses consist primarily of online digital advertising, brand advertising, out of home and outdoor advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of our salesforce and marketing teams. We expect that our sales and marketing expense will vary from period to period as a percentage of net revenue for the foreseeable future.

Operations and Support

Operations and support expense primarily consists of trip support costs, compensation and related expenses of operations personnel, driver’s license and identity checks, parking space lease expense, onboarding expenses and other operating costs. Trip support costs consist of auto insurance, insurance claims support and customer relations costs.

We expect that our operations and support costs will continue to increase for the foreseeable future to the extent that we continue to see growth in our key business metrics. Operations and support expenses may vary as a percentage of Total Revenues from year to year.

Technology and Product Development

Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of our software, hardware, and user experience. We expect that our technology and product development expenses vary from period to period as a percentage of Total Revenues for the foreseeable future.

General and Administrative

General and administrative expenses consist primarily of office space and facilities, non-auto insurance, professional services, business tools and subscriptions, bad debt and compensation and related personnel costs of our administrative teams. We expect that our general and administrative expenses will vary as a percentage of Total Revenues from period to period over the short term and decrease as a percentage of Total Revenues over the long term.

Depreciation and Amortization

Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. We expect that our depreciation and amortization expenses will vary as a percentage of Total Revenues from period to period over the short term and decrease as a percentage of Total Revenues over the long term.

Convertible Promissory Note and Note Payable Fair Value Adjustment

Certain debt instruments issued by Getaround are carried at fair value on our balance sheet. Changes in fair value of those instruments are captured in our results of operation. Convertible promissory note fair value adjustment consists of unrealized gains and losses as a result of marking our convertible promissory notes to fair market value at the end of each reporting period. We will continue to recognize changes in the fair value of such instruments until each respective instrument is exercised, repaid, or qualifies for equity classification. For additional information on securities carried at fair value and fair value measurement please refer to Note 4 - Fair Value Measurement to our consolidated financial statements included herein.

Warrant Liability Fair Value Adjustment

Certain warrants issued by Getaround are deemed to be a liability for accounting purposes and are therefore carried at fair value on our balance sheet. Changes in the fair value of those liabilities are captured in our results of operations. Warrant liability fair value adjustment consists of unrealized gains and losses as a result of marking our liability classified warrants to fair market value at the end of each reporting period. We will continue to recognize changes in the fair value of such warrants until each respective warrant is exercised, expired, or qualifies for equity classification. For additional information on securities carried at fair value and fair value measurement please refer to Note 4 – Fair Value Measurement to our consolidated financial statements included herein.

Interest Expense, Net

Interest expense is associated with our outstanding debt, including amortization of debt discounts and issuance costs.

Other Income (Expense), Net

Other income (expense), net consists of various, individually immaterial items that are not directly related to operations of Getaround.

Income Tax Benefit

Income tax benefit consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance against our U.S. deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.

Results of Operations

Comparison of the three months ended June 30, 2024 and 2023

The results of operations presented below should be reviewed in conjunction with the unaudited interim consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

The following table summarizes our consolidated statements of operations and comprehensive loss for each of the periods presented:


	Three Months Ended June 30,
(In thousands)	2024			2023
Service revenue	$	18,307		$	18,224
Lease revenue		277			396
Total Revenues	$	18,584		$	18,620
Costs and Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below):
Service	$	1,660		$	1,730
Lease		14			36
Sales and marketing		5,736			7,728
Operations and support		12,680			16,024
Technology and product development		4,292			4,291
General and administrative		13,501			14,194
Depreciation and amortization		2,772			3,297
Total Operating Expenses	$	40,655		$	47,300
Loss from Operations	$	(22,071	)	$	(28,680	)
Other Income (Expense)
Convertible promissory note and note payable fair value adjustment		11,359			(2,244	)
Warrant liability fair value adjustment		(3	)		184
Interest income (expense), net		(55	)		78
Other income, net		(1,267	)		185
Total Other Income (Expense)	$	10,034		$	(1,797	)
Loss, before benefit for income taxes		(12,037	)		(30,477	)
Income Tax Benefit		(12	)		(208	)
Net Loss	$	(12,025	)	$	(30,269	)
Change in fair value of the convertible instrument liability		1,514			—
Foreign Currency Translation (Loss) Gain		(307	)		(586	)
Comprehensive Loss	$	(10,818	)	$	(30,855	)

The following table sets forth the components of our consolidated statements of operations and comprehensive loss for each of the periods presented as a percentage of Total Revenues:


	Three Months Ended June 30,
	2024			2023
Service revenue		99	%		98	%
Lease revenue		1	%		2	%
Total Revenue		100	%		100	%
Costs and Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below):
Service		9	%		9	%
Lease		—	%		—	%
Sales and marketing		31	%		42	%
Operations and support		68	%		86	%
Technology and product development		23	%		23	%
General and administrative		73	%		76	%
Depreciation and amortization		15	%		18	%
Total Operating Expenses		219	%		254	%
Loss from Operations		(119	)%		(154	)%
Other Income (Expense)
Convertible promissory note and note payable fair value adjustment		61	%		(12	)%
Warrant liability fair value adjustment		—	%		1	%
Interest income (expense), net		—	%		—	%
Other income, net		(7	)%		1	%
Total Other Income (Expense)		54	%		(10	)%
Loss, before benefit for income taxes		(65	)%		(164	)%
Income Tax Expense (Benefit)		(0	)%		(1	)%
Net Loss		(65	)%		(163	)%
Change in fair value of the convertible instrument liability		8	%		—	%
Foreign Currency Translation (Loss) Gain		(2	)%		(3	)%
Comprehensive Loss		(58	)%		(166	)%

Total Revenues


	Three Months Ended June 30,				Change
(In thousands, except percentages)	2024		2023		$			%
Service revenue	$	18,307	$	18,224	$	83			0	%
Lease revenue		277		396		(119	)		(30	)%
Total revenue	$	18,584	$	18,620	$	(36	)		(0	)%

For the three months ended June 30, 2024, the Company’s total revenues decreased by $36.0 thousand compared to the prior year. This change was primarily driven by a decrease in lease revenue of $119.0 thousand offset by an increase in service revenue of $83.0 thousand.

Service revenue increased by $83.0 thousand driven primarily by incremental Service revenue of $2.2 million arising from the acquisition of the assets of HyreCar Inc. in May 2023 (the "2023 Business Combination"), partially offset by what the Company believes to be a short-term impact of lower revenue from U.S. carsharing operations driven by the launch of our Getaround TrustScore, which disincentivizes higher risk customers from booking trips on our marketplace, and the suspension of operations in New York State.

Lease revenue decreased by a total of $0.1 million, or 30%, primarily due to the suspension of operations in New York State which decreased the overall number of parking spaces generating Lease revenue.

Cost of Revenue (exclusive of depreciation and amortization)


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Service	$	1,660		$	1,730		$	(70	)		(4	)%
Lease		14			36			(22	)		(61	)%
Total cost of revenue	$	1,674		$	1,766		$	(92	)		(5	)%
Percentage of total revenues		9	%		9	%

Total cost of revenue (exclusive of depreciation and amortization) decreased $0.1 million, or 5%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. Cost of revenue varies with both the price and number of the transactions, which impact transaction processing fees, as well as with overall platform traffic, including research and development activities, on our platform that impacts the hosting charges.

Sales and Marketing


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Sales and marketing	$	5,736		$	7,728		$	(1,992	)		(26	)%
Percentage of total revenues		31	%		42	%

Sales and marketing expense decreased $2.0 million, or 26% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease was primarily attributable to a decrease of $2.0 million in advertising and related expenses pursuant to our cost management strategy.

Operations and Support


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Operations and support	$	12,680		$	16,024		$	(3,344	)		(21	)%
Percentage of total revenues		68	%		86	%

Operations and support expenses decreased $3.3 million, or 21%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease was primarily attributable to a $1.0 million decrease in compensation expense, a $1.6 million net decrease in insurance and claims reserve, a $0.3 million net decrease in fuel, towing and roadside assistance expenses, as well as other reductions as a result of improvement in operations and support costs driven by Getaround TrustScore.

Technology and Product Development


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$		%
Technology and product development	$	4,292		$	4,291		$	1		0	%
Percentage of total revenues		23	%		23	%

Technology and product development expenses were flat during the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

General and Administrative


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
General and administrative	$	13,501		$	14,194		$	(693	)		(5	)%
Percentage of total revenues		73	%		76	%

General and administrative expenses decreased $0.7 million, or 5%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease was largely attributable to a $1.1 million decrease in professional services, $0.6 million combined reduction in office rent due to the Green St. Lease termination, travel, and insurance expense, $0.4 million reduction in bad debt driven by our risk and pricing strategy improvements through deployment of the Getaround TrustScore, offset in part by a

$0.7 million net increase in compensation expense, primarily due to an increase in stock-based compensation and severance expense offset by cost management efforts, and an increase in legal services in the amount of $0.7 million.

Depreciation and Amortization


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Depreciation and amortization	$	2,772		$	3,297		$	(525	)		(16	)%
Percentage of total revenues		15	%		18	%

Depreciation and amortization expense decreased by $0.5 million, or 16%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease is primarily attributable to certain intangible assets being fully amortized in April 2024 as well as the disposal of certain fixed assets as a result of the Green St. Lease termination, partially offset by the increase in amortization expense related to newly developed technology placed in service in April 2024.

Convertible Promissory Note and Note Payable Fair Value Adjustment


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$		%
Convertible promissory note and note payable fair value adjustment	$	11,359		$	(2,244	)	$	13,603		(606	)%
Percentage of total revenues		61	%		(12	)%

Our convertible debt and certain notes payable are carried at fair value on our balance sheet, which, at times, subjects such debt to significant fair value fluctuations. The convertible promissory note and note payable fair value adjustment changed by $13.6 million, or 606%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, following the change in the fair value of the outstanding convertible promissory notes and securities. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statements included elsewhere in this document for additional details on fair valuation of underlying securities.

Warrant Liability Fair Value Adjustment


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Warrant liability fair value adjustment	$	(3	)	$	184		$	(187	)		(102	)%
Percentage of total revenues		(0	)%		1	%

Warrant liability fair value adjustment changed by $0.2 million, or 102%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. Change in fair value of the warrant liability fluctuates with the changes in the fair value of the underlying securities. Please refer to Note 4 – Fair Value Measurements to our consolidated financial statements included in this document for additional details on fair valuation of underlying warrants.

Interest Income (Expense), Net


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Interest income (expense), net	$	(55	)	$	78		$	(133	)		(171	)%
Percentage of total revenues		(0	)%		0	%

Interest income (expense), net, changed by $0.1 million, or 171%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The change was primarily driven by a decrease in the balance of our interest yielding cash savings account, which resulted in $0.1 million less interest income in the current period.

Other Income, Net


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Other income (expense), net	$	(1,267	)	$	185		$	(1,452	)		(785	)%
Percentage of total revenues		(7	)%		1	%

Other income (expense), net changed by $1.5 million, or 785%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The change was primarily a result of the $2.9 million loss from the termination of the Green St. Lease. Please refer to Note 11 - Leases to our consolidated financial statement included in this document for additional details. This change is offset by $1.0 million gain from settlements with various vendors as well as a $0.5 million gain from the settlement with iHeartMedia.

Income Tax Benefit


	Three Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$		%
Income tax benefit	$	(12	)	$	(208	)	$	196		(94	)%
Percentage of total revenues		(0	)%		(1	)%

Income tax benefit changed by $0.2 million, or 94%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. Changes in our income tax benefit are primarily attributable to our international operations.

Segment and Geographical Results of Operations

We view and operate our business as one operating segment. Refer to Note 17 — Segment and Geographical Area Information to our consolidated financial statements included herein for additional details on this determination.

Key Business Metrics

We use the following key business metrics to measure our performance, identify trends relevant to our business, formulate financial projections and operating plans, and make strategic decisions. As a marketplace platform we have two main key business metrics: Gross Booking Value and Trips.

Gross Booking Value

Gross Booking Value (“GBV”) represents the dollar value of all service transactions on our platform during a period, charged to both guests and hosts, net of cancellations. This includes charges for transactions resulting from all revenue generating activities, inclusive of all pass-through fees and taxes, net of lease revenue. As such, we consider GBV to be a key indicator of our market scale. Growth of GBV reflects our ability to attract and retain guests and hosts on our platform.


	Three Months Ended June 30,
(In thousands)	2024		2023
Gross Booking Value	$	53,005	$	53,561

For the three months ended June 30, 2024, GBV amounted to $53.0 million, a decrease of $0.6 million, or 1%, from the same period in the year prior, primarily attributable to the $4.0 million of incremental GBV arising from the HyreCar acquisition and improvements in revenue management which generated higher GBV per Trip, partially offset by the temporary reduction in revenue driven by the launch of our Getaround TrustScore, as discussed under the Total Revenues paragraph herein, as well as the suspension of operations in New York State.

Trips

Trips are a measure of unit transactions in our marketplace, one of the key variables impacting our service revenue. Trips represent the number of non-cancelled unique bookings that ended during the period, net of trips contributing to lease revenue. A Trip represents a single unit of transaction on our platform. We expect the number of Trips to grow as we attract prospective guests to the platform and as already existing cohorts of guests increase their activity on our platform.


	Three Months Ended June 30,
(In thousands)	2024	2023
Trips	235	257

For the three months ended June 30, 2024, we facilitated 235 thousand Trips, a decrease of twenty two thousand or 9% from the 257 thousand Trips during the same period in the year prior. The overall decrease in Trips is largely attributable to the suspension of operations in New York State.

Non-GAAP Financial Measures

We use Net Marketplace Value, Trip Contribution Profit, Trip Contribution Margin and Adjusted EBITDA, each of which are non-GAAP financial measures, in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with the Getaround Board concerning our financial performance. Our definitions of these non-GAAP financial measures may differ from definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar financial measures. Furthermore, these financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Additionally, a limitation of NMV is that it is a measure that we have defined for internal purposes that may be unique to us, and therefore may not enhance the comparability of our results to other companies in our industry that have similar arrangements but present the impact of fees and commissions differently. Thus, these non-GAAP financial measures should be considered in addition to, and not as a substitute for, or in isolation from, financial measures prepared in accordance with GAAP.

We compensate for these limitations by providing a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure, and to view the non-GAAP financial measures in conjunction with their most directly comparable GAAP financial measures.

Net Marketplace Value

Net Marketplace Value (“NMV”) represents the dollar value of all transactions on our platform contributing to service revenue during a period, charged to both guests and hosts, net of cancellations, hosts’ earnings, incentives, and pass-throughs. NMV does not represent revenue earned by us and is not a substitute for service revenue, which consists of carsharing revenue and Connect subscription revenue recorded in accordance with GAAP. We believe that NMV is a meaningful measure of our operating performance because our ability to generate increases in NMV is strongly correlated to our ability to generate increases in total revenue. Management uses NMV as supplemental information to evaluate the global dollar value of transactions on our platform contributing to service revenue, understand our business and make operating decisions because service revenue by itself is not comparable across geographies due to the accounting treatment and contractual differences in trip insurance related charges to guests. While revenue generated in the United States includes amounts of insurance billed to the guest and recognized as Service Revenue under GAAP, revenue generated in the rest of the world excludes such amounts where guests contract directly with our insurance partners via our marketplace.

The following tables present a reconciliation of NMV from the most comparable GAAP measure, Service Revenues, for the periods presented:


	Three Months Ended June 30,
(In thousands)	2024		2023
Service Revenues	$	18,307	$	18,224
Plus: EU insurance share(1)		6,537		6,082
Net Marketplace Value	$	24,844	$	24,306

(1)

Represents the amount of insurance fees charged through the Getaround platform in Europe that are not recognized as revenue.

For three months ended June 30, 2024, NMV amounted to $24.8 million, an increase of $0.5 million, or 2%, from the $24.3 million for the year prior. The change was primarily driven by a $0.5 million increase in the sale of European insurance.

Contribution Profit and Contribution Margin

by Net revenue recognized during the period presented. We believe these measures are leading indicators of our ability to achieve profitability and sustain or increase it over time.

The following tables present a reconciliation of Contribution Profit from the most comparable GAAP measure, Net revenue, for the periods presented:


	Three Months Ended June 30,
(In thousands, except percentages)	2024			2023
Net revenue	$	18,584		$	18,620
Variable operating expenses		(13,027	)		(15,747	)
Contribution profit	$	5,557		$	2,873

Contribution margin		30	%		15	%

For the three months ended June 30, 2024, Contribution profit increased by $2.7 million, an increase of 93%, from the prior year. The change is attributable to a $2.7 million decrease in variable operating expenses.

Trip Contribution Profit and Trip Contribution Margin

Trip Contribution Profit is defined as our gross profit from Service revenue adjusted for: (i) cost of Service revenue, amortization and depreciation; and (ii) trip support costs, which consist of auto insurance expenses, claims support and customer relations costs. We define Trip Contribution Margin as Trip Contribution Profit divided by Service revenue recognized during the period presented. We believe these measures are leading indicators of our ability to achieve profitability and sustain or increase it over time. Trip Contribution Profit and Trip Contribution Margin are measures we use to understand and evaluate our operating performance and trends. Trip Contribution Profit and Trip Contribution Margin have generally increased over the periods as Service revenue increased while costs considered in the calculation of Trip Contribution Profit decreased as a percentage of Total Revenues.

The following tables present a reconciliation of Trip Contribution Profit from the most comparable GAAP measure, gross profit from Service revenue, for the periods presented:


	Three Months Ended June 30,
(In thousands, except percentages)	2024			2023
Gross profit from Service revenue	$	16,154		$	15,559
Gross margin from Service revenue		88	%		85	%

Plus: Cost of Service revenue, amortization and depreciation		502			935
Less: Trip support costs		(6,941	)		(8,609	)

Trip Contribution Profit		9,715			7,885
Trip Contribution Margin		53	%		43	%

Our gross profit from Service revenue is calculated as follows:


	Three Months Ended June 30,
(In thousands, except percentages)	2024			2023
Service revenue	$	18,307		$	18,224
Less: Cost of Service revenue, net of amortization and depreciation		(1,651	)		(1,730	)
Less: Cost of Service revenue, amortization and depreciation		(502	)		(935	)

Gross profit from Service revenue	$	16,154		$	15,559
Gross margin from Service revenue		88	%		85	%

For the three months ended June 30, 2024, Trip contribution profit amounted to $9.7 million, an increase of $1.8 million, or 23%, from the year prior. The change is attributable to a $1.7 million net decrease in Trip support costs and $0.4 million decrease in cost of Service revenue, partially offset by an increase in Service revenue of $0.6 million.

For the three months ended June 30, 2024, our Trip Contribution Margin was 53%, an decrease from our Trip Contribution Margin of 43% in the same period of the year prior. The reduction in our Trip Contribution Margin is largely attributable to an increase in Trip support costs and an increase in Cost of Service revenue discussed above.

Adjusted EBITDA

We define Adjusted EBITDA as net income adjusted for: (i) fair value adjustment of instruments carried at fair value; (ii) interest income (expense) and other income (expense); (iii) income tax provision; (iv) depreciation and amortization; (v) stock-based compensation expense; (vi) contingent compensation; and (vii) certain expenses determined to be incurred outside of the regular course of business which includes: one-time expenses related to the shutdown of the Green St. Office, legal fees to raise capital, certain legal settlements and business combination-related legal fees, and investments in preparation of going public, initial implementation projects and transaction costs associated with proposed business combinations that are not subject to deferral. Adjusted EBITDA is a key performance measure that we use to assess operating performance and operating leverage of our business. As Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. Accordingly, we believe that Adjusted EBITDA provides useful to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. The items excluded from our Adjusted EBITDA calculation are either non-cash in nature, or not driven by core results of recurring operations and therefore not predictable or recurring, rendering comparisons with prior periods and competitors less meaningful.

The following tables present a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, Net Loss, for the periods presented:


	Three Months Ended June 30,
(In thousands)	2024			2023
Net Loss	$	(12,025	)	$	(30,269	)
Plus: warrant liability, convertible promissory note and note payable fair value adjustment		(11,356	)		2,060
Plus: interest and other income (expense), net		1,322			(263	)
Minus: income tax provision		(12	)		(208	)
Plus: depreciation and amortization		2,772			3,297
Plus: stock-based compensation		4,112			2,840
Plus: expense not incurred in the regular course of business		3,774			190
Adjusted EBITDA		(11,413	)		(22,353	)

For the three months ended June 30, 2024, Adjusted EBITDA was a loss of $11.4 million, a favorable change by $10.9 million, or 49%, from the loss of $22.4 million from the same period in the year prior, driven primarily by a reduction in marketing and operations and support expenses as well as the $2.9 million loss related to the Green St. Lease termination.

Comparison of the six months ended June 30, 2024 and 2023

The following table summarizes our consolidated statements of operations and comprehensive loss for each of the periods presented:


	Six Months Ended June 30,
(In thousands)	2024			2023
Service revenue	$	35,113		$	29,423
Lease revenue		627			717
Total Revenues	$	35,740		$	30,140
Costs and Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below):
Service	$	3,576		$	3,075
Lease		54			75
Sales and marketing		8,968			11,368
Operations and support		27,290			28,126
Technology and product development		8,411			8,130
General and administrative		27,450			28,562
Depreciation and amortization		6,645			5,779
Total Operating Expenses	$	82,394		$	85,115
Loss from Operations	$	(46,654	)	$	(54,975	)
Other Income (Expense)
Convertible promissory note and note payable fair value adjustment		(6,022	)		676
Warrant liability fair value adjustment		(9	)		173
Interest income (expense), net		(150	)		284
Other income, net		9,884			395
Total Other Income (Expense)	$	3,703		$	1,528
Loss, before benefit for income taxes		(42,951	)		(53,447	)
Income Tax Benefit		39			(379	)
Net Loss	$	(42,990	)	$	(53,068	)
Change in fair value of the convertible instrument liability		1,161			—
Foreign Currency Translation (Loss) Gain		(2,618	)		235
Comprehensive Loss	$	(44,447	)	$	(52,833	)

The following table sets forth the components of our consolidated statements of operations and comprehensive loss for each of the periods presented as a percentage of Total Revenues:


	Six Months Ended June 30,
	2024			2023
Service revenue		98	%		98	%
Lease revenue		2	%		2	%
Total Revenue		100	%		100	%
Costs and Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below):
Service		10	%		10	%
Lease		—	%		—	%
Sales and marketing		25	%		38	%
Operations and support		76	%		93	%
Technology and product development		24	%		27	%
General and administrative		77	%		95	%
Depreciation and amortization		19	%		19	%
Total Operating Expenses		231	%		282	%
Loss from Operations		(131	)%		(182	)%
Other Income (Expense)
Convertible promissory note and note payable fair value adjustment		(17	)%		2	%
Warrant liability fair value adjustment		—	%		1	%
Interest income (expense), net		—	%		1	%
Other income, net		28	%		1	%
Total Other Income (Expense)		10	%		5	%
Loss, before benefit for income taxes		(120	)%		(177	)%
Income Tax Expense (Benefit)		0	%		(1	)%
Net Loss		(120	)%		(176	)%
Change in fair value of the convertible instrument liability		3	%		—	%
Foreign Currency Translation (Loss) Gain		(7	)%		1	%
Comprehensive Loss		(124	)%		(175	)%

Total Revenues


	Six Months Ended June 30,				Change
(In thousands, except percentages)	2024		2023		$			%
Service revenue	$	35,113	$	29,423	$	5,690			19	%
Lease revenue		627		717		(90	)		(13	)%
Total revenue	$	35,740	$	30,140	$	5,600			19	%

For the six months ended June 30, 2024, the Company’s total revenues increased by $5.6 million, or 19%, compared to the prior year. This change was primarily driven by incremental revenue of $8.8 million arising from the 2023 Business Combination, partially offset by the impact of lower revenue from U.S. carsharing operations driven by the launch of our Getaround TrustScore, as discussed above. Additionally, overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis.

Service revenue increased by $5.7 million, or 19%, driven primarily by incremental Service revenue of $8.8 million arising from the 2023 Business Combination, partially offset by the impact of lower revenue from U.S. carsharing operations driven by the launch of our Getaround TrustScore, as discussed above, and the suspension of operations in New York State. Furthermore, our overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. See “Key Business Metrics” below for a discussion of GBV.

Lease revenue decreased by a total of $0.1 million, or 13%, primarily due to the suspension of operations in New York State which decreased the overall number of parking spaces generating Lease revenue.

Cost of Revenue (exclusive of depreciation and amortization)


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Service	$	3,576		$	3,075		$	501			16	%
Lease		54			75			(21	)		(28	)%
Total cost of revenue	$	3,630		$	3,150		$	480			15	%
Percentage of total revenues		10	%		10	%

Total cost of revenue (exclusive of depreciation and amortization) increased $0.5 million, or 15%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. Cost of revenue varies with both the price and number of the transactions, which impact transaction processing fees, as well as with overall traffic, including research and development activities, on our platform that impacts the hosting charges. The overall increase is largely attributable to the augmentation of our operations in connection with the 2023 Business Combination.

Sales and Marketing


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Sales and marketing	$	8,968		$	11,368		$	(2,400	)		(21	)%
Percentage of total revenues		25	%		38	%

Sales and marketing expense decreased $2.4 million, or 21% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The decrease was primarily attributable to a decrease of $2.0 million in advertising and related expenses pursuant to our cost control oriented operating strategy, as well as to a $0.4 million decrease in compensation expense as we shift our focus from growth to improvement of unit economics within the existing platform user base.

Operations and Support


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Operations and support	$	27,290		$	28,126		$	(836	)		(3	)%
Percentage of total revenues		76	%		93	%

Operations and support expenses decreased $0.8 million, or 3%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The decrease was primarily attributable to a $1.3 million decrease in compensation expense and a $0.8 million decrease in fuel, towing and roadside assistance expenses, as well as other reductions as a result of improvement in operations and support costs driven by Getaround TrustScore. The overall decrease was partially offset by a $1.2 million net increase in insurance and claims reserve.

Technology and Product Development


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$		%
Technology and product development	$	8,411		$	8,130		$	281		3	%
Percentage of total revenues		24	%		27	%

Technology and product development costs increased $0.3 million, or 3%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The increase was driven by a $0.6 million increase in compensation expense partially offset by a $0.3 million decrease in temporary shift work.

General and Administrative


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
General and administrative	$	27,450		$	28,562		$	(1,112	)		(4	)%
Percentage of total revenues		77	%		95	%

General and administrative expenses decreased $1.1 million, or 4%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The decrease was largely attributable to a $1.3 million combined reduction in office rent, recruiting, travel and insurance expense, $1.3 million reduction in bad debt driven by our risk and pricing strategy improvements through deployment of the Getaround TrustScore, and a $1.1 million decrease in professional services, offset in part by a $1.8 million net increase in compensation expense, primarily due to an increase in stock-based compensation and severance expense offset by cost management efforts, and a net increase of $0.8 million in legal services. Legal service costs may fluctuate from period to period.

Depreciation and Amortization


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$		%
Depreciation and amortization	$	6,645		$	5,779		$	866		15	%
Percentage of total revenues		19	%		19	%

Depreciation and amortization expense increased by $0.9 million, or 15%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The increase is primarily driven by the increase in amortization expense related to newly developed technology placed in service in April 2024 and to newly acquired intangible assets as part of the 2023 Business Combination, partially offset by the write-off of certain fixed assets as a result of the Green St. Lease termination.

Convertible Promissory Note and Note Payable Fair Value Adjustment


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Convertible promissory note and note payable fair value adjustment	$	(6,022	)	$	676		$	(6,698	)		(991	)%
Percentage of total revenues		(17	)%		2	%

Our convertible debt and certain notes payable are carried at fair value on our balance sheet, which, at times, subjects such debt to significant fair value fluctuations. The convertible promissory note and note payable fair value adjustment changed by $6.7 million, or 991%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, following the change in the fair value of the outstanding convertible promissory notes and securities. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statement included elsewhere in this document for additional details on fair valuation of underlying securities.

Warrant Liability Fair Value Adjustment


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Warrant liability fair value adjustment	$	(9	)	$	173		$	(182	)		(105	)%
Percentage of total revenues		(0	)%		1	%

Warrant liability fair value adjustment changed by $0.2 million, or 105%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. Change in fair value of the warrant liability fluctuates with the changes in the fair value of the underlying securities. Please refer to Note 4 – Fair Value Measurements to our consolidated financial statement included in this document for additional details on fair valuation of underlying warrants.

Interest Income (Expense), Net


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$			%
Interest income (expense), net	$	(150	)	$	284		$	(434	)		(153	)%
Percentage of total revenues		(0	)%		1	%

Interest income (expense), net, changed by $0.4 million, or 153%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The change was primarily driven by a decrease in the balance of our interest yielding cash savings account, which resulted in $0.2 million less interest income in the current period.

Other Income, Net


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$		%
Other income, net	$	9,884		$	395		$	9,489		2402	%
Percentage of total revenues		28	%		1	%

Other income, net changed by $9.5 million, or 2402%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The change was primarily a result of a $10.8 million gain from the Broadspire settlement as discussed in the "Recent Developments" section herein. The $15 million settlement payment, less fees for legal services paid to the legal counsel to the Company, and other legal costs, resulted in a net cash payment to us in the amount of $10.3 million and recognition of other income in the amount of $10.8 million. Additionally, this change could be partially attributed to the $1.3 million gain from settlements with various vendors as well as a $0.5 million gain from the settlement with iHeartMedia. This change is partially offset by the $2.9 million loss from the Green St. Lease termination. Please refer to Note 11 - Leases to our consolidated financial statement included in this document for additional details.

Income Tax Expense (Benefit)


	Six Months Ended June 30,						Change
(In thousands, except percentages)	2024			2023			$		%
Income tax expense (benefit)	$	39		$	(379	)	$	418		(110	)%
Percentage of total revenues		0	%		(1	)%

For the six months ended June 30, 2024, we had income tax expense of $39.0 thousand, as compared to an income tax benefit of $0.4 million for the six months ended June 30, 2023. Any changes in our income tax benefit are primarily attributable to our international operations.

Segment and Geographical Results of Operations

Key Business Metrics

Gross Booking Value


	Six Months Ended June 30,
(In thousands)	2024		2023
Gross Booking Value	$	97,933	$	85,475

For the six months ended June 30, 2024, GBV amounted to $97.9 million, an increase of $12.5 million, or 15%, from the same period in the year prior, primarily attributable to the $16.4 million of incremental GBV arising from the 2023 Business Combination and improvements in revenue management, which generated higher GBV per Trip, partially offset by the temporary reduction in revenue driven by the launch of our Getaround TrustScore, which reduced rented hours and correspondingly reduced GBV generated by lower trust, higher risk guests, as discussed under Total Revenues above, as well as the suspension of operations in New York State.

Trips


	Six Months Ended June 30,
(In thousands)	2024	2023
Trips	437	453

For the six months ended June 30, 2024, we facilitated 437 thousand Trips, an decrease of sixteen thousand or 4% from the 453 thousand Trips during the same period in the year prior. The overall decrease in Trips is largely attributable to the suspension of operations in New York State.

Non-GAAP Financial Measures

Net Marketplace Value

The following tables present a reconciliation of NMV from the most comparable GAAP measure, Service Revenues, for the periods presented:


	Six Months Ended June 30,
(In thousands)	2024		2023
Service Revenues	$	35,113	$	29,423
Plus: EU insurance share(1)		11,577		10,390
Net Marketplace Value	$	46,690	$	39,813

(1)

Represents the amount of insurance fees charged through the Getaround platform in Europe that are not recognized as revenue.

For the six months ended June 30, 2024, NMV amounted to $46.7 million, an increase of $6.9 million, or 17%, from the $39.8 million for the year prior. The change was primarily driven by a $1.2 million increase in the sale of European insurance and a $5.7 million increase in Service revenue, discussed elsewhere in this analysis.

Contribution Profit and Contribution Margin

Contribution Profit is defined as our Net revenue adjusted for variable operating expenses, which consist of cost of revenue, trip support costs, bad debt expense, and other operations and support costs. We define Contribution margin as Contribution profit divided by Net revenue recognized during the period presented. We believe these measures are leading indicators of our ability to achieve profitability and sustain or increase it over time.

The following tables present a reconciliation of Contribution Profit from the most comparable GAAP measure, Net revenue, for the periods presented:


	Six Months Ended June 30,
(In thousands, except percentages)	2024			2023
Net revenue	$	35,740		$	30,141
Variable operating expenses		(27,710	)		(27,475	)
Contribution profit	$	8,030		$	2,666

Contribution margin		22	%		9	%

For the six months ended June 30, 2024, Contribution profit increased by $5.4 million, an increase of 201%, from the prior year. The change is attributable to a $5.6 million increase in Net revenue, partially offset by a $0.2 million increase in variable operating expenses.

Trip Contribution Profit and Trip Contribution Margin

The following tables present a reconciliation of Trip Contribution Profit from the most comparable GAAP measure, gross profit from Service revenue, for the periods presented:


	Six Months Ended June 30,
(In thousands, except percentages)	2024			2023
Gross profit from service revenue	$	30,040		$	24,592
Gross margin from service revenue		86	%		84	%

Plus: Cost of Service revenue, amortization and depreciation		1,506			1,756
Less: Trip support costs		(15,077	)		(13,584	)

Trip Contribution Profit		16,469			12,764
Trip Contribution Margin		47	%		43	%

Our gross profit from Service revenue is calculated as follows:


	Six Months Ended June 30,
(In thousands, except percentages)	2024			2023
Service revenue	$	35,113		$	29,423
Less: Cost of Service revenue, net of amortization and depreciation		(3,567	)		(3,075	)
Less: Cost of Service revenue, amortization and depreciation		(1,506	)		(1,756	)

Gross profit from Service revenue	$	30,040		$	24,592
Gross margin from Service revenue		86	%		84	%

For the six months ended June 30, 2024, Trip contribution profit amounted to $16.5 million, an increase of $3.7 million, or 29%, from the year prior. The change is attributable to a $5.5 million increase in gross profit from Service revenue partially offset by $1.5 million net increase in Trip support costs and $0.3 million increase in cost of Service revenue primarily driven by incremental cost of operations arising from the 2023 Business Combination. The increase in Trip support costs was partially offset by the beneficial impact of Getaround TrustScore.

For the six months ended June 30, 2024, our Trip Contribution Margin was 47%, an increase from our Trip Contribution Margin of 43% in the same period of the year prior. The reduction in our Trip Contribution Margin is largely attributable to an increase in Trip support costs and an increase in Cost of Service revenue discussed above.

Adjusted EBITDA

The following tables present a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, Net Loss, for the periods presented:


	Six Months Ended June 30,
(In thousands)	2024			2023
Net Loss	$	(42,990	)	$	(53,068	)
Plus: warrant liability, convertible promissory note and note payable fair value adjustment		6,031			(849	)
Plus: interest and other income (expense), net		(9,734	)		(679	)
Minus: income tax provision		39			(379	)
Plus: depreciation and amortization		6,645			5,779
Plus: stock-based compensation		7,411			6,405
Plus: expense not incurred in the regular course of business		5,903			582
Adjusted EBITDA		(26,695	)		(42,209	)

For the six months ended June 30, 2024, Adjusted EBITDA was a loss of $26.7 million, a favorable change by $15.5 million, or 37%, from the loss of $42.2 million from the same period in the year prior, driven primarily by a reduction in marketing and operations and support expenses as well as the $2.9 million loss related to the Green St. Lease termination.

Liquidity and Capital Resources

Our principal sources of liquidity have historically consisted of cash generated from our financing activities. As of June 30, 2024, our principal sources of liquidity were cash and cash equivalents of $30.9 million. Cash and cash equivalents consisted of institutional money market funds, and similar instruments that have an original maturity date of less than six months and are readily convertible into known amounts of cash. Restricted cash consists of letters of credit collateralizing lease agreements.

As noted above, Legacy Getaround consummated the Business Combination with InterPrivate II on December 8, 2022. Redemptions of Class A Common Stock prior to the 2022 Business Combination significantly reduced the proceeds from the transaction and resulted in the Company having insufficient capital to fund its business operations and continue as a going concern within at least one year from the transaction date. As a result, we have sought, and expect to continue to seek additional sources of capital in the near term.

We have incurred cumulative losses from inception through June 30, 2024 and expect to incur additional losses for the foreseeable future. Our ability to fund our operations and capital expenditures beyond our current cash, cash equivalents and marketable securities resources will depend on our ability to generate cash from operating activities which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. We expect operating losses and negative cash flows to continue for the foreseeable future as we continue to develop and promote our platform, as well as to grow our marketplace globally. Our future capital requirements depend on many factors, including our needs to support our business growth, to respond to business opportunities, challenges, or unforeseen circumstances, or for other reasons. As a result, if our current cash runway is insufficient for us to be able to achieve or maintain positive cash flow, we will be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued.

Cash Flows

The following table presents the summary cash flow information for the periods indicated:


	Six Months Ended June 30,
(In thousands)	2024			2023
Net cash provided by (used in):
Operating activities	$	(24,518	)	$	(28,614	)
Investing activities		(909	)		(10,547	)
Financing activities		41,080			(650	)
Net (decrease) increase in cash		15,653			(39,811	)
Effect of foreign currency translation on cash, cash equivalents and restricted cash		(417	)		175
Net change in cash, cash equivalents and restricted cash and cash equivalents	$	15,236		$	(39,636	)

Operating Activities

During the six months ended June 30, 2024 and 2023, cash flows used in operating activities were $24.5 million and $28.6 million, respectively. Comparability of operating cash flows between comparable periods was impacted by changes in working capital primarily driven by following factors: (i) sales volumes and timing of collections, (ii) volume of purchases and timing of payments, and (iii) fluctuations in liability from obligation to remit insurance fees collected on behalf of an insurance company in Europe due to the timing of payments.

Investing Activities

During the six months ended June 30, 2024, cash flows used in investing activities amounted to $0.9 million, consisting of investments in software development.

Net cash used in investing activities during the six months ended June 30, 2023 amounted to $10.5 million, consisting of $0.5 million in purchases of property and equipment, $2.2 million of investments in software development, and $7.8 million related to the acquisition of Hyrecar.

Financing Activities

Net cash provided by financing activities was $41.1 million during the six months ended June 30, 2024, consisting entirely of the proceeds from the issuance of the Mudrick Super Priority Note.

Net cash used in financing activities was $0.7 million during the six months ended June 30, 2023, consisting of repayment of PGE Loan.

Contractual Obligations and Commitment

Contractual obligations are cash amounts that we are obligated to pay as part of certain contracts that we have entered into during the normal course of business. Below is a table that shows our contractual obligations as of June 30, 2024:


	Payments Due by Period
(In thousands)	Total		Less than 1 Year		1-3 years		3-5 years		More than 5 years
Long Term Debt(1)	$	241,043	$	2,418	$	63,625	$	175,000	$	—
Operating Lease(2)		1,639		149		596		596		298
Total Contractual Obligations	$	242,682	$	2,567	$	64,221	$	175,596	$	298

(1)

Refer to Note 10 - Notes Payable of this report for further details regarding our long-term debt obligations. Amounts included are exclusive of accrued interest.

(2)

Refer to Note 11 - Leases of this report for further details regarding our operating lease obligations.

The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a material penalty are not included in the table above.

Contingencies

We are involved in claims, lawsuits, indirect tax matters, and proceedings arising from the ordinary course of our business. Legal fees and other expenses associated with such actions are expensed as incurred. We record a provision for a liability when we determine that a loss-related matter is both probable and reasonably estimable. We disclose material contingencies when we believe that a loss is not probable but reasonably possible and can be reasonably estimated. These claims, suits, and proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Determining both probability and the estimated amount is inherently uncertain and requires making numerous judgments, assumptions, and estimates. Many of these legal and tax contingencies can take years to resolve. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures of contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis. Estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates.

We deem our critical accounting policies and estimates to be as follows: Business combination accounting under ASC 805 – Business Combination (see Note 1 - Nature of Business and Basis of Presentation); Revenue Recognition under ASC 606 - Revenue from contracts with customers; Stock-Based Compensation under ASC 718 - Compensation—Stock Compensation; Costs and expenses; and Goodwill and other intangible assets under ASC 350 Intangibles—Goodwill and Other. For a description of our significant accounting policies and estimates, see Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report.

The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our financials are described below.

Fair Value Measurements

We measure fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. We use significant unobservable inputs to estimate the fair value of certain assets and liabilities.

Company Valuation and Fair Value Calculation of Common Stock Warrant Liability, Convertible Promissory Notes, and Certain Notes Payable

In the absence of a public trading market, prior to the closing of the 2022 Business Combination the fair value of our common stock was determined by the Getaround Board. The Getaround Board considers numerous objective and subjective factors to determine the fair value of our common stock at each meeting in which awards are approved. The factors considered include, but are not limited to:

(i)

the results of contemporaneous independent third-party valuations of our common stock;

(ii)

the prices, rights, preferences and privileges of our preferred stock relative to those of our common stock;

(iii)

the lack of marketability of our common stock;

(iv)

actual operating and financial results;

(v)

current business conditions and projects;

(vi)

the likelihood of achieving a liquidity event; and

(vii)

precedent transactions involving our shares.

The fair value of our common stock was determined with an option pricing method (“OPM”) that utilizes both income and market approaches, which are probability weighted depending on the scenario of (i) a consummation of a business combination transaction with a special purpose acquisition company or (ii) remaining private.

The valuation methodology utilized under the remain private scenario was determined by first valuing our total equity, as of the end of each reporting period. This value was determined utilizing both income and market approaches which were weighted equally in the valuation. The income approach was applied through the use of a discounted cash flow analysis and the market approach was applied through the use of guideline public company multiples that were used to value our company under certain scenarios.

In determining the value under the consummation of a business combination transaction with a special purpose acquisition company scenario, we utilized the preliminary terms of the letter of intent with such special purpose acquisition company. In addition, as the letter of intent provides shareholders the right to receive an earnout, we determined the probability-weighted value per share associated with the earnout by utilizing a Monte Carlo simulation to determine the probability of achieving the earnout and its fair value.

The fair value of our warrant liability is estimated based on the probability weighted average values from (i) a Black-Scholes calculation and (ii) the fair value calculated from the Company Valuation OPM under the scenario of remaining private. The value from the Black-Scholes calculation reflects the value in an initial public offering scenario with the contractual term of the warrants, which is weighted by an estimated probability of a potential initial public offering at the applicable valuation. The value from the OPM reflects the value in an alternative exit scenario at which point the warrants were expected to be exercised. The OPM value was weighted by an estimated probability of a potential alternative exit event at the applicable valuation date.

The significant unobservable inputs into the valuation model used to estimate the fair value of the common stock warrants include:

•

the timing of potential events (for example, a potential sale of the business or public offering) and their probability of occurring,

•

the selection of guideline public company multiples,

•

a discount for the lack of marketability of the preferred and common stock,

•

the projected future cash flows, and

•

the discount rate used to calculate the present-value of the estimated equity value allocated to each share class.

In determining the fair value of the Mudrick Convertible Notes and Mudrick Super Priority Note Payable, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs.

Stock-Based Compensation

We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant date fair value using an option-pricing model is affected by our estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. These variables include our expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, risk-free interest rate for the expected term of the award and expected dividends. Stock-based compensation is recognized on a straight-line basis over the requisite service period. These amounts are reduced by forfeitures as the forfeitures occur.

Recent Accounting Pronouncements

For information on recently issued accounting pronouncements see Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements included our Annual form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk as compared to the disclosures in Part II, Item 7A in our Annual Report.

Item 4. Controls and Procedures

Our management, with our Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2024, because of the material weaknesses in our internal control over financial reporting described in Part II, Item 9A in our Annual Report.

There have been no material changes in our controls and procedures as compared to the disclosures in Part II, Item 9A in our Annual Report.

PART II - Other information

Item 1. Legal Proceedings

For a discussion of legal proceedings, see “Note 12: Commitments and Contingencies” of the notes to the condensed consolidated financial statements in this Form 10-Q.

Item 1A. Risk Factors

Our business is subject to numerous risks and uncertainties, including those described in Part I. Item 1A of our Annual Report, under the section entitled “Risk Factors,” that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. You should carefully consider the Risk Factors, together with all of the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. The occurrence of one or more of the events or circumstances described in the “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect our ability to realize the anticipated benefits of the Business Combination and may harm our business.

Except as set forth below, there have been no material changes to the Risk Factors described in Part I. Item 1A of our Annual Report.

There is substantial doubt about our ability to continue as a going concern based on our cash and cash equivalents as of June 30, 2024. We will need to raise additional funding, which may not be available on acceptable terms, if at all, to continue as a going concern. Failure to obtain capital when needed may require us to curtail or cease our operations.

Our consolidated financial statements were prepared under the assumption that we will continue as a going concern. As of June 30, 2024, we had $30.9 million in unrestricted cash and cash equivalents available to fund future operations. We expect operating losses and negative cash flows to continue for the foreseeable future as we continue to develop and promote our platform, as well as to grow our user base through new markets. We estimate that our existing cash resources will not be sufficient to fund our operations for at least 12 months from the issuance date of the financial statements included elsewhere in this report. Our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce or contain expenditures and increase revenues. Based on these factors, management determined that there is substantial doubt regarding our ability to continue as a going concern. Our independent registered public accounting firm expressed substantial doubt as to our ability to continue as a going concern in its report dated March 28, 2024, included in our Annual Report on Form 10-K for the year ended December 31, 2023.

If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. When we seek additional financing to fund our business activities as a result of the substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

Our common stock trades on the OTC Markets Group platform and there can be no assurance it will trade on the NYSE again.

Effective July 10, 2024, NYSE suspended trading in our common stock and started the process to delist our common stock from the NYSE because we did not comply with Section 802.01B of the NYSE Listed Company Manual, which requires listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15,000,000. Since July 10, 2024, our common stock has been quoted on the OTC Pink Market under the ticker symbol “GETR.” The OTC Markets Group platform is generally considered less efficient than the NYSE. Quotation of our common stock on the OTC Markets Group platform may reduce the liquidity of our securities, limit the number of investors who trade in our securities, result in a lower stock price and larger spread in the bid and ask prices for shares of our common stock and could have an adverse effect on us. Additionally, we may become subject to the SEC rules that affect “penny stocks,” which are stocks below $5.00 per share that are not listed or quoted on a principal exchange such as the NYSE. These SEC rules would make it more difficult for brokers to find buyers for our securities and could lower the net sales prices that our stockholders are able to obtain. If our price of common stock remains low, we may not be able to raise equity capital.

In addition, Rule 15g-9 under the Exchange Act imposes additional sales practice requirements on broker-dealers that sell penny stocks to persons other than established customers and institutional accredited investors. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. Consequently, the rule may affect the ability of broker-dealers to sell our common stock and affect the ability of holders to sell their shares of our common stock in the secondary market. Moreover, investors may be less interested in purchasing low-priced securities because the brokerage commissions, as a percentage of the total transaction value, tend to be higher for such securities, and some investment funds will not invest in low-priced securities (other than those which focus on small-capitalization companies or low-priced securities).

On July 23, 2024, we submitted a request for a review of the NYSE’s determination to suspend trading in our common stock and commence the process for delisting our common stock from the NYSE. To this end, on July 9, 2024, we announced that we received a written notice that Mudrick Capital Management intended to convert a minimum of $10 million of its Convertible Notes at an as-adjusted conversion price of $0.25 per share within 45 days after our annual meeting to be held on July 31, 2024, subject to stockholder approval of the proposals at the annual meeting. The primary intent of the proposed conversion is to increase our global market capitalization. Despite these efforts, there can be no assurance that we will be successful in our appeal or that we will ever be able to resume the trading our common stock on the NYSE or regain and maintain compliance with the NYSE continued listing standards for the listing of our common stock on the NYSE. Prior to the suspension of trading in our common stock on the NYSE, the NYSE notified us that we were not in compliance with the following listing requirements:

•

Sections 302 and 303A of the NYSE Listed Company Manual due to our failure to timely hold an annual meeting of stockholders;

•

the minimum share price criteria of Section 802.01C of the NYSE Listed Company Manual because the average closing price for our common stock had fallen below $1.00 per share for 30 consecutive trading days; and

•

Section 802.01B of the NYSE Listed Company Manual because our average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, our last reported stockholders’ equity was less than $50 million.

As communicated with NYSE, we intend to cure the failures outlined in the first two bullets by convening our annual meeting of stockholders on July 31, 2024, and, subject to stockholder approval at the meeting, effecting a reverse stock split, which we expect will increase the per share trading price of our common stock in order to meet NYSE’s minimum share price criteria. With regard to the issue outlined in the last bullet, on June 27, 2023, NYSE accepted our plan to regain compliance with Section 802.01B of the NYSE Listed Company Manual by September 2024, and we remain subject to quarterly monitoring for compliance with the plan during the 18-month cure period. Notwithstanding these proposed actions, if we fail to regain or maintain compliance with the NYSE Listed Company Manual, or if we fail to meet material aspects of the compliance plan during the applicable cure period, the NYSE may delist our common stock for one or all of these reasons in addition to the most recent failure to comply with Section 802.01B of the NYSE Listed Company Manual, which recently caused trading in our common stock to be suspended on the NYSE, as described above.

Our common stock and public warrants are quoted on the OTC Pink Market, but a market may not develop for these securities.

As described above, on July 9, 2024, we received notice that NYSE had suspended trading of our common stock on the NYSE effective immediately and started the process to delist our common stock from the NYSE. Our common stock resumed trading on the OTC Markets Group platform under its ticker symbol “GETR” on July 10, 2024. Our public warrants previously were listed on NYSE under the symbol “GETR WS.” On November 28, 2023, the NYSE halted trading in our public warrants due to the low trading price of the warrants and removed the public warrants from listing and registration on NYSE effective as of December 26, 2023. The public warrants are now quoted on the OTC Pink Market under the symbol “GETRW.” The over-the-counter market is a significantly more limited market than NYSE due to factors such as the reduced number of investors that will consider investing in securities traded over the counter, the reduced number of market makers in the securities, and the reduced number of securities analysts that follow such securities. As a result of the foregoing, holders of our securities may find it difficult to resell their securities at prices quoted in the market or at all. You may be unable to sell our securities unless a market for such securities can be established or sustained.

Our current cash runway is insufficient for us to be able to achieve or maintain positive cash flow and there is substantial doubt about our ability to continue as a going concern. As such, we will require additional capital to support our operations or the growth of our business, and we cannot be certain that this capital will be available on reasonable terms when required, or at all.

There is substantial doubt about our ability to continue as a going concern for at least 12 months from the issuance date of the financial statements included elsewhere in this report and we expect our expenditures to continue to be significant in the foreseeable future as we implement our operating plans under new leadership, and that our level of expenditures will be significantly affected by

the growth of supply and demand for shared vehicles in our marketplace. Additionally, the fact that we have a limited operating history at our current scale and as an international company means that our business model has not yet been fully proven. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from those currently anticipated. We will need to seek equity or debt financing to finance a portion of our capital expenditures. Such financing might not be available to us in a timely manner or on terms that are acceptable, or at all.

Our ability to obtain the necessary financing to carry out our operating plans is subject to a number of factors, including general market conditions and investor acceptance of our business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

In addition, our future capital needs and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders. If we cannot raise additional funds when we need or want them, our business, financial condition, and results of operations could be negatively impacted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended June 30, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408(a).

Item 6. Exhibits.


Exhibit No.	Description

10.1	Second Amended and Restated Incremental Super Priority Note Subscription Agreement, dated as of April 29, 2024, by and between Getaround, Inc., the Guarantors party thereto and Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P.(incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-40152), filed with the SEC on May 1, 2024).

10.1(a)	Form of Fifth Amended and Restated Super Priority Secured Promissory Note due August 7, 2026 (incorporated by reference to Exhibit 10.1(a) of the Registrant’s Current Report on Form 8-K (File No. 001-40152), filed with the SEC on May 1, 2024).

10.2	Termination of Lease Agreement, dated May 22, 2024, by and between Getaround, Inc. and Green Front LLC.

31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	Financial statements from the Quarterly Report on Form 10-Q of Getaround, Inc. for the quarter ended June 30, 2024, formatted in inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Changes in Stockholders’ Deficit, (iv) Unaudited Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	GETAROUND, INC.

Date: August 13, 2024	/s/ Eduardo Iniguez
	Name: Eduardo Iniguez
	Title: Chief Executive Officer (Principal Executive Officer)



Date: August 13, 2024	/s/ Patricia Huerta
	Name: Patricia Huerta
	Title: Interim Chief Financial Officer (Principal Financial Officer)

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. junior Avg

Getaround (GETR) 10-Q2024 Q2 Quarterly report

Content analysis