UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2024 |
Getaround, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-40152 | 85-3122877 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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PO Box 24173 |
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Oakland, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 415 295-5725 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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N/A |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2024, Getaround, Inc. (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 amended and restated super priority secured promissory note entered into by such parties on July 16, 2024 (the "Sixth A&R Note") and described in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 18, 2024, to reflect an increased aggregate principal amount of $97,842,574, which is comprised of the original $83,674,931 principal amount under the Sixth A&R Note, $4,167,643 in accrued interest on the Sixth A&R Note as of November 12, 2024, and an additional principal amount of $10,000,000 to provide additional capital to the Company (as amended and restated and as further amended and restated, supplemented or otherwise modified from time to time, the “Note”).
The Note accrues interest monthly beginning on November 12, 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 Note was issued pursuant to the 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 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 Company may prepay the 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 prepayment set forth above will 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.
The Note is a senior secured obligation of the Company, guaranteed by certain of its subsidiaries and secured by collateral consisting of substantially all the assets of the Company and its subsidiary guarantors. Subject to limited exceptions, the Note will rank senior to all outstanding and future indebtedness of the Company, including the Company’s outstanding 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 issued to the Purchaser.
Mr. Jason Mudrick has served as a member of the Company’s Board of Directors since January 2024 and as Chairman of the Board since February 2024. Mr. Mudrick is the founder and Chief Investment Officer of the Purchaser and has an interest in the Purchaser. The Company’s transactions with the Purchaser are described under “Certain Relationships and Related Party Transactions – Investments by Mudrick Capital Management” in the Company’s Amendment No. 3 to Registration Statement on Form S-1 (Registration No. 333-269571) filed with the SEC on July 26, 2024. Such description is incorporated by reference into this Current Report on Form 8-K.
The foregoing description of the Second A&R Incremental Subscription Agreement and the Note does not purport to be complete and is qualified in its entirety by the full text of the Second A&R Incremental Subscription Agreement, a copy of which was attached as Exhibit 10.1 to our current report on Form 8-K filed with the SEC on May 1, 2024, and the form of the Note, a copy of which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition
On November 14, 2024, the Company issued a press release announcing its financial results for the third quarter of 2024 ended September 30, 2024, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this report is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description |
Seventh Amended and Restated Super Priority Secured Promissory Note due August 7, 2026 | |
Press release dated November 14, 2024 |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| GETAROUND, INC. |
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Date: | November 14, 2024 | By: | /s/ PATRICIA HUERTA |
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| Name: Title: | Patricia Huerta |
