Form 8-K - Current report

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): July 08, 2024

   

Getaround, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40152	85-3122877
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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

   

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GETR	The New York Stock Exchange

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 7.01 Regulation FD Disclosure.

On July 9, 2024, Getaround, Inc. (the “Company”) issued a press release announcing its receipt of (i) a written commitment from Mudrick Capital Management L.P. ("Mudrick Capital") to fund an additional $20 million financing for the Company pursuant to its existing debt facility with Mudrick Capital, and (ii) a written notice from Mudrick Capital of its intention to convert a minimum of $10 million worth of its outstanding 8.00%/9.50% Convertible Senior Secured PIK Toggle Notes due 2027 at an as-adjusted conversion price of $0.25 per share, within 45 days after the Company's 2024 Annual Meeting of Stockholders scheduled to take place on July 31, 2024 (collectively, the "Mudrick Commitment Letter"). The amendment of such conversion price to $0.25 per share is subject to stockholder approval at such annual meeting and required pursuant to the terms of the previously disclosed super priority promissory note between the Company and Mudrick Capital.

The foregoing description of the Mudrick Commitment Letter does not purport to be complete and is qualified in its entirety by the full text of the letter, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information set forth in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.	Description
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)
99.1	Commitment Letter from Mudrick Capital dated July 8, 2024
99.2	Press release dated July 8, 2024

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.


			GETAROUND, INC.

Date:	July 9, 2024	By:	/s/ Spencer Jackson
		Name: Title:	Spencer Jackson General Counsel & Secretary

MUDRICK CAPITAL MANAGEMENT, L.P.

527 Madison Avenue, 6th Floor

New York, NY 10022

July 8, 2024

Getaround, Inc.

55 Green Street

San Francisco, California 94111

Attn: Tom Alderman; Spencer Jackson

Commitment Letter

Reference is made to:

the SECOND AMENDED AND RESTATED INCREMENTAL SUPER PRIORITY NOTE SUBSCRIPTION AGREEMENT (as amended, supplemented or otherwise modified, the “Subscription Agreement”), dated April 26, 2024, by and between, among others, 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 it (together with its permitted successors and assigns, the “Holder”); and

the INDENTURE (as amended, supplemented or otherwise modified, the “Indenture”), dated December 8, 2022, by and between, among others, the Company and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee, governing the Company’s 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “Convertible Notes”).

Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Subscription Agreement or the Indenture, as applicable.

Pursuant to Section 2(b) of the Subscription Agreement, the Holder advises you of its commitment to provide, and hereby commits to provide, $20 million in additional funding on or prior to July 26, 2024, upon the terms and subject to the conditions set forth in the Subscription Agreement. There shall be no conditions to closing and funding other than those expressly set forth in the Subscription Agreement. The closing of the additional funding shall constitute a “Subsequent Closing” under the Subscription Agreement.

The Holder also advises you of its intention to convert, within 45 days after the 2024 annual meeting of stockholders of the Company, subject to applicable law, at least $10 million in aggregate principal amount of the Convertible Notes pursuant to the Indenture, assuming that (a) the stockholders approve the matters set forth in the Company’s proxy materials related to the 2024 annual meeting, (b) the Company’s common stock remains listed on the NYSE at the time of conversion and (c) the conversion does not result in any adverse tax consequences.

The provisions of Sections 7 and 8 of the Subscription Agreement shall apply mutatis mutandis to this letter.


MUDRICK CAPITAL MANAGEMENT, L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it

By:	/s/ Jason Mudrick
	Name: Jason Mudrick
	Title: Chief Investment Officer

Getaround Receives Commitment from Mudrick Capital for Additional $20 Million Financing and Intent to Convert $10 Million of Existing Convertible Debt at $0.25 Per Share

July 9, 2024

SAN FRANCISCO--(BUSINESS WIRE)-- Getaround (NYSE: GETR), the world's first connected carsharing marketplace, today announced it received a written commitment from Mudrick Capital Management L.P. (“Mudrick Capital”) to provide $20 million in additional capital on or prior to July 26, 2024, pursuant to the company’s existing debt facility with Mudrick Capital. Getaround also received written notice from Mudrick Capital of its intention to convert a minimum of $10 million worth of its outstanding 8.00%/9.50% Convertible Senior Secured PIK Toggle Notes due 2027 at an as-adjusted conversion price of $0.25 per share, within 45 days after the Company’s 2024 Annual Stockholder Meeting scheduled to take place on July 31, 2024. The amendment of such conversion price to $0.25 per share is subject to stockholder approval at such annual meeting and required pursuant to the terms of the previously disclosed super priority promissory note between the Company and Mudrick Capital.

“We are grateful for the continued vote of confidence from Mudrick Capital reflected in this additional investment and their stated intention to convert a portion of the outstanding convertible debt as we continue to make significant progress on our path to profitability,” said Eduardo Iniguez, Getaround’s Chief Executive Officer.

About Getaround

Offering a digital experience, Getaround makes sharing cars and trucks simple through its proprietary cloud and in-car Getaround Connect® technology. The company empowers consumers to shift away from car ownership through instant and convenient access to desirable, affordable, and safe cars from entrepreneurial hosts. Getaround’s on-demand technology enables a contactless experience - no waiting in line at a car rental facility, manually completing paperwork or meeting anyone to collect or drop off car keys. Getaround’s mission is to utilize its peer-to-peer marketplace to help solve some of the most pressing challenges facing the world today, including environmental sustainability and access to economic opportunity. Launched in 2011, Getaround is available today in more than 1,000 cities across 8 countries including the United States and Europe. For more information, please visit https://www.getaround.com/.

Forward-Looking Statements

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. In particular, the statements contained in the quotations of our Chief Executive Officer with respect to expectations regarding additional funding and the Company’s progress on its path to profitability may constitute forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical facts and generally contain words such as "believes”, "expects”, "may”, "will”, "should”, "seeks”, "approximately”, "intends”, "plans”, "estimates”, "anticipates”, and other expressions that are predictions of or indicate future events. Although the forward-looking statements contained in this press release are based upon information available at the time the statements are made and reflect management's good faith beliefs, forward-looking statements inherently involve known and unknown risks, uncertainties and other factors, including the dilutive effect of future financings, which may cause the actual results, performance or achievements to differ materially from anticipated future results.

These risks and uncertainties include those described in our filings which we make with the SEC from time to time, including the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake to update or revise any forward-looking statements after they are made, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Investors:

investors@getaround.com

Media:

press@getaround.com

Source: Getaround

Document And Entity Information	Jul. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 08, 2024
Entity Registrant Name	Getaround, Inc.
Entity Central Index Key	0001839608
Entity Emerging Growth Company	true
Entity File Number	001-40152
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3122877
Entity Address, Address Line One	PO Box 24173
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94623
City Area Code	415
Local Phone Number	295-5725
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GETR
Security Exchange Name	NYSE