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): August 19, 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
N/A	N/A	N/A

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.

As previously disclosed, on September 8, 2023, Getaround, Inc. (the “Company”) entered into certain agreements related to the consolidation and refinancing of certain bridge indebtedness and the borrowing of additional funds pursuant to a subscription agreement, dated September 8, 2023 (the “Subscription Agreement”), entered into with Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it. The Company agreed in the Subscription Agreement to effectuate an adjustment to the conversion rate of its outstanding 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “Convertible Notes”) to 4,000 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of $0.25 per share. The Company also agreed in the Subscription Agreement to hold a stockholder meeting as soon as reasonably practicable to obtain stockholder approval for such conversion rate adjustment for purposes of complying with the NYSE Listed Company Manual. On July 31, 2024, at the Company’s Annual Meeting of Stockholders, the stockholders of the Company approved, for purposes of the rules of the New York Stock Exchange, the potential issuance of more than 19.99% of the Company’s outstanding common stock upon the conversion of the Convertible Notes following an adjustment to the conversion rate of the Convertible Notes.

On August 19, 2024, in accordance with the terms of the Subscription Agreement, the Company, its subsidiaries party thereto as Guarantors and U.S. Bank Trust Company, National Association (the “Trustee”), as trustee and collateral agent, entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture, dated as of December 8, 2022 (the “Base Indenture”), between the Company, the Guarantors party thereto and the Trustee, and supplemented by the First Supplemental Indenture, dated as of September 8, 2023, between the Company, the Guarantors party thereto and the Trustee (the “First Supplemental Indenture,” and together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), relating to the Convertible Notes. The Second Supplemental Indenture reflects that, from and after August 19, 2024, the conversion rate of the Convertible Notes shall be 4,000 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of $0.25 per share, subject to further adjustments as provided in the Indenture.

The foregoing description of the Second Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Second Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
4.1	Second Supplemental Indenture, dated August 19, 2024, by and between Getaround, Inc., the Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
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.


			GETAROUND, INC.

Date:	August 21, 2024	By:	/s/ Spencer Jackson
		Name: Title:	Spencer Jackson General Counsel & Secretary

Second SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of August 19, 2024, among GETAROUND, INC., a Delaware corporation (the “Company”), GETAROUND OPERATIONS LLC, a Delaware limited liability company, CONVEYANCE AUTO, LLC, a Delaware limited liability company, and HYRECAR LLC, a Delaware limited liability company (collectively, the “Guarantors”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), under the Indenture referred to below.

W I T N E S S E T H

WHEREAS, the Company, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture (the “Base Indenture”) dated as of December 8, 2022, providing for the issuance by the Company of an original aggregate principal amount of $175,000,000 of 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “Notes”);

WHEREAS, the Company, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered a first supplemental indenture dated as of September 8, 2023 (such supplemental indenture taken together with the Base Indenture, the “Indenture”);

WHEREAS, the Company agreed, pursuant to that certain subscription agreement dated September 8, 2023, by and between the Company and Mudrick Capital Management L.P., on behalf of certain funds, investors, entities or accounts that is managed, sponsored or advised by it, which funds, investors, entities or accounts include certain existing Holders, to effectuate an adjustment to the Conversion Rate to 4,000 shares of Common Stock per $1,000 principal amount of the Notes;

WHEREAS, pursuant to Section 8.02 of the Indenture, no amendment or supplement to the Indenture or the Notes, or waiver of any provision of the Indenture or the Notes, may change the amount or type of consideration due on any Note upon conversion thereof without the consent of each affected Holder;

WHEREAS, the Company has obtained the consent of (and the Trustee and the Collateral Agent have been directed by) Holders of the entire aggregate principal amount of the outstanding Notes to amend the Indenture as set forth herein; and

WHEREAS, pursuant to Sections 8.02 and 8.06 of the Base Indenture, the execution and delivery of this Second Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this Second Supplemental Indenture a valid and binding supplement to the Indenture effectively amending the Indenture as set forth herein and have been duly taken by the Company and the Guarantors.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

Capitalized Terms. Capitalized definitional terms used herein without definition shall have the meanings assigned to them in the Indenture.

Amendments. Subject to Section 3 below:

(a)

The definition of “Conversion Rate” in Section 1.01 is hereby amended and restated in its entirety as follows:

“Conversion Rate” means (1) prior to August 19, 2024, 86.96 shares of Common Stock per $1,000 principal amount of Notes, subject to adjustment pursuant to the definition of “Conversion Price”; and (2) on and after August 19, 2024, 4,000.00 shares of Common Stock per $1,000 principal amount of Notes; provided, however, that (a) the

Conversion Rate is subject to adjustment pursuant to Article 5; and (b) whenever this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.

(b)

Section 5.05(A)(vi) is hereby amended and restated in its entirety as follows:

(vi) [Reserved.]

Effectiveness and Operability. The Company represents and warrants that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Section 8.02 of the Indenture) have been satisfied in all respects. Pursuant to Sections 8.02 and 8.06 of the Indenture, the Holders of all of the aggregate principal amount of the Notes outstanding have authorized and directed the Trustee and the Collateral Agent to execute this Second Supplemental Indenture. The Company, the Guarantors, the Trustee and the Collateral Agent are on this date executing this Second Supplemental Indenture, which will become effective and operative on the date hereof.

Ratification of Indenture; Second Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

New York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

The Trustee and Collateral Agent. In carrying out the Trustee’s and the Collateral Agent’s responsibilities hereunder, each of the Trustee and the Collateral Agent shall have all of the rights, protections, indemnities and immunities which it possesses under the Indenture. The recitals contained herein shall be taken as the statements of the Company and the Guarantors only, and neither the Trustee nor the Collateral Agent assumes any responsibility for their correctness. Neither the Trustee nor the Collateral Agent shall be responsible for and neither makes any representation as to (i) the validity or sufficiency of this Second Supplemental Indenture or of the Notes, (ii) the proper authorization hereof by the Company and the Guarantors by action or otherwise, (iii) the due execution hereof by the Company and the Guarantors or (iv) the consequences of any amendment herein provided for.

Enforceability. Each of the Company and the Guarantors hereby represents and warrants that this Second Supplemental Indenture is its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

S-2

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.

GETAROUND, INC.,

as Company

By: /s/ Spencer Jackson

Name: Spencer Jackson

Title: General Counsel and Secretary

GETAROUND OPERATIONS LLC,

as Guarantor

By: /s/ Spencer Jackson

Name: Spencer Jackson

Title: General Counsel and Secretary

CONVEYANCE AUTO, LLC,

as Guarantor

By: /s/ Spencer Jackson

Name: Spencer Jackson

Title: Manager

HYRECAR LLC,

as Guarantor

Sole Member, Getaround, Inc.

By: /s/ Spencer Jackson

Name: Spencer Jackson

Title: General Counsel and Secretary

[Signature Page to Second Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee and Collateral Agent

By: /s/ Brandon Bentley/

Name: Brandon Bentley

Title: Vice President

[Signature Page to Second Supplemental Indenture]

Document And Entity Information	Aug. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 19, 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	N/A
No Trading Symbol Flag	true
Security Exchange Name	NONE