Amendment: SEC Form SC 13D/A filed by Getaround Inc.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).   

(1)       Includes (i) 266,156 shares of common stock (“Common Stock”) of Getaround, Inc. (the “Issuer”), (ii) 21,877,896 shares of Common Stock issuable upon conversion of Convertible Notes, and (iii) 7,000,000 shares of Common Stock issuable upon the exercise of Warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., Mudrick Stressed Credit Master Fund, L.P., Mudrick Opportunity Co-Investment Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2)       Based on 125,615,453 shares of Common Stock outstanding, which includes (i) 96,737,557 shares of Common Stock outstanding as of June 27, 2024, as reported by the Issuer in the Definitive Proxy Statement filed with the Securities and Exchange Commission on July 3, 2024 (the “Outstanding Shares”), (ii) 21,877,896 shares of Common Stock issuable upon the conversion of Convertible Notes in the aggregate beneficially owned by the Reporting Persons, and (iii) 7,000,000 shares of Common Stock issuable upon the exercise of Warrants beneficially owned by the Reporting Persons.

(1)       Includes (i) 266,156 shares of Common Stock, (ii) 21,877,896 shares of Common Stock issuable upon conversion of Convertible Notes, and (ii) 7,000,000 shares of Common Stock issuable upon the exercise of Warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., Mudrick Stressed Credit Master Fund, L.P., Mudrick Opportunity Co-Investment Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2)       Based on 125,615,453 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 21,877,896 shares of Common Stock issuable upon the conversion of Convertible Notes in the aggregate beneficially owned by the Reporting Persons, and (iii) 7,000,000 shares of Common Stock issuable upon the exercise of Warrants beneficially owned by the Reporting Persons.

(1)       Includes (i) 266,156 shares of Common Stock, (ii) 21,877,896 shares of Common Stock issuable upon conversion of Convertible Notes, and (ii) 7,000,000 shares of Common Stock issuable upon the exercise of Warrants, in each case, directly held by Mudrick Distressed Opportunity Fund Global, L.P., Mudrick Distressed Opportunity Drawdown Fund II, L.P., Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick Distressed Opportunity SIF Master Fund, L.P., Mudrick Stressed Credit Master Fund, L.P., Mudrick Opportunity Co-Investment Fund, L.P., and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2)       Based on 125,615,453 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 21,877,896 shares of Common Stock issuable upon the conversion of Convertible Notes in the aggregate beneficially owned by the Reporting Persons, and (iii) 7,000,000 shares of Common Stock issuable upon the exercise of Warrants beneficially owned by the Reporting Persons.

(1)       Includes (i) 66,362 shares of Common Stock, (ii) 5,454,723 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 1,745,280 shares of Common Stock issuable upon the exercise of Warrants.

(2)       Based on 103,937,560 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 5,454,723 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 1,745,280 shares of Common Stock issuable upon the exercise of Warrants.

(1)       Reflects beneficial ownership as the general partner of Mudrick Distressed Opportunity Fund Global, L.P.

(2)       Based on 103,937,560 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 5,454,723 shares of Common Stock issuable upon the conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Fund Global, L.P., and (iii) 1,745,280 shares of Common Stock issuable upon the exercise of Warrants directly held by Mudrick Distressed Opportunity Fund Global, L.P.

(1)       Reflects (i) 44,842 shares of Common Stock, (ii) 3,685,989 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 1,179,360 shares of Common Stock issuable upon the exercise of Warrants.

(2)       Based on 101,602,906 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 3,685,989 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 1,179,360 shares of Common Stock issuable upon the exercise of Warrants.

(1)       Reflects (i) 4,386 shares of Common Stock, (ii) 360,547 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 115,360 shares of Common Stock issuable upon the exercise of Warrants.

(2)       Based on 97,213,464 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 360,547 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 115,360 shares of Common Stock issuable upon the exercise of Warrants.

(1)       Reflects beneficial ownership as the general partner of Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

(2)       Based on 102,078,813 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 4,046,536 shares of Common Stock issuable upon the conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P., and (iii) 1,294,720 shares of Common Stock issuable upon the exercise of Warrants directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

(1)       Reflects (i) 11,259 shares of Common Stock, (ii) 925,497 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 296,120 shares of Common Stock issuable upon the exercise of Warrants.

(2)       Based on 97,959,174 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 925,497 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 296,120 shares of Common Stock issuable upon the exercise of Warrants.

(1)       Reflects beneficial ownership as the general partner of Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(2)       Based on 97,959,174 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 925,497 shares of Common Stock issuable upon the conversion of Convertible Notes directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., and (iii) 296,120 shares of Common Stock issuable upon the exercise of Warrants directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(1)       Reflects (i) 9,280 shares of Common Stock, (ii) 762,851 shares of Common Stock issuable upon the conversion of Convertible Notes, and (ii) 244,080 shares of Common Stock issuable upon the exercise of Warrants.

(2)       Based on 97,744,488 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 762,851 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 244,080 shares of Common Stock issuable upon the exercise of Warrants.

(1)       Reflects beneficial ownership as the general partner of Mudrick Distressed Opportunity SIF Master Fund, L.P.

(2)       Based on 97,744,488 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 762,851 shares of Common Stock issuable upon the conversion of Convertible Notes directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P., and (iii) 244,080 shares of Common Stock issuable upon the exercise of Warrants directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P.

(1)       Reflects (i) 24,077 shares of Common Stock, (ii) 1,979,137 shares of Common Stock issuable upon the conversion of Convertible Notes, and (ii) 633,240 shares of Common Stock issuable upon the exercise of Warrants.

(2)       Based on 99,349,934 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 1,979,137 shares of Common Stock issuable upon the conversion of Convertible Notes, and (ii) 633,240 shares of Common Stock issuable upon the exercise of Warrants.

(1)       Reflects beneficial ownership as the general partner of Mudrick Stressed Credit Master Fund, L.P.

(2)       Based on 99,349,934 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 1,979,137 shares of Common Stock issuable upon the conversion of Convertible Notes directly held by Mudrick Stressed Credit Master Fund, L.P., and (ii) 633,240 shares of Common Stock issuable upon the exercise of Warrants directly held by Mudrick Stressed Credit Master Fund, L.P.

(1)       Reflects (i) 7,604 shares of Common Stock, (ii) 625,082 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 200,000 shares of Common Stock issuable upon the exercise of Warrants.

(2)       Based on 97,562,639 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 625,082 shares of Common Stock issuable upon the conversion of Convertible Notes, and (iii) 200,000 shares of Common Stock issuable upon the exercise of Warrants.

(1)       Reflects beneficial ownership as the general partner of Mudrick Opportunity Co-Investment Fund, L.P.

(2)       Based on 97,562,639 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 625,082 shares of Common Stock issuable upon the conversion of Convertible Notes directly held by Mudrick Opportunity Co-Investment Fund, L.P., and (iii) 200,000 shares of Common Stock issuable upon the exercise of Warrants directly held by Mudrick Opportunity Co-Investment Fund, L.P.

This Amendment No. 7 (“Amendment No. 7”) amends the statement on Schedule 13D (as amended from time to time, the “Schedule 13D”) originally filed by the Reporting Persons on May 15, 2023, as amended by amendment No. 1 to Schedule 13D filed by the Reporting Persons on August 9, 2023, as amended by amendment No. 2 to Schedule 13D filed by the Reporting Persons on September 12, 2023, as amended by amendment No. 3 to Schedule 13D filed by the Reporting Persons on December 19, 2023, as amended by amendment No. 4 to Schedule 13D filed by the Reporting Persons on January 23, 2024, as amended by amendment No. 5 to Schedule 13D filed by the Reporting Persons on May 1, 2024, as amended by amendment No. 6 to Schedule 13D filed by the Reporting Persons on July 10, 2024, and relates to the common stock, par value $0.0001 per share (“Common Stock”), of Getaround, Inc. (the “Issuer” or the “Company”). Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 7 shall have the meaning assigned to such term in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

This Item 3 of the Schedule 13D is amended and supplemented as follows:

The information provided in Item 4 of this Amendment No.7 is incorporated by reference herein.

Item 4. Purpose of Transaction.

This Item 4 of the Schedule 13D is amended and supplemented as follows:

The information provided in Item 6 of this Amendment No. 7 is incorporated by reference herein.

On April 29, 2024, the Issuer and Mudrick Capital Management L.P. (“MCM”), on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by MCM or its affiliates, amended and restated the fourth amended and restated super priority Note, dated as of February 7, 2024 (such amended and restated note, the “Fifth Amended and Restated Note”) as described in Item 6 below.

Item 5. Interest in Securities of the Company.

This Item 5 of the Schedule 13D is amended and supplemented as follows:

(a)-(b) The responses set forth in rows 7 through 13 of the cover pages to this Schedule 13D are incorporated by reference into this Item 5. Such responses are provided as of the date of this Amendment No. 7.

By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons beneficially own those securities held by another member of such group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(c) Other than their receipt of in-kind interest received pursuant to the Convertible Notes Indenture, the Reporting Persons have not effected any transactions in securities of the Issuer during the past 60 days.

(d) Under certain circumstances, partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities owned by such Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

This Item 6 of the Schedule 13D is amended and supplemented as follows:

Sixth Amended and Restated Note

On July 16, 2024, the Issuer and MCM, on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by MCM or its affiliates, amended and restated the sixth amended and restated super priority note in an aggregate amount of $40,303,393.49 entered into by such parties on February 7, 2024 (the “Initial Note”), to reflect an increased aggregate principal amount of $83,674,931.14, which is comprised of the original $40,303,393.49 principal amount under the Initial Note, accrued interest on the Initial Note as of April 29, 2024, an additional principal amount of $20,000,000 to provide additional funding to the Issuer under the Fifth Amended and Restated Note, accrued interest on the Fifth Amended and Restated Note as of July 16, 2024, and an additional principal amount of $20,000,000 to provide additional funding to the Issuer under the Sixth Amended and Restated Note.

The Sixth Amended and Restated Note accrues interest monthly beginning on July 16, 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% per annum. The Sixth Amended and Restated Note was issued pursuant to a second amended and restated incremental super priority note subscription agreement dated April 29, 2024 (the “Second Amended and Restated Incremental Subscription Agreement”) by and between MCM, the Issuer and its subsidiary guarantors referred to therein. The Issuer may request that MCM purchase up to an additional $10,000,000 in aggregate principal amount under the Second Amended and Restated Incremental Subscription Agreement, subject to certain conditions.

The Sixth Amended and Restated Note will mature on August 7, 2026, at which time 108% of the principal thereunder (including all capitalized interest) and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.

The Issuer may prepay the Sixth Amended and Restated Note at any time prior to its maturity date, and subject to certain exceptions, must prepay the balance of the Sixth Amended and Restated Note with 100% of the net proceeds of any sale, or similar disposition, of the Issuer or any of its subsidiaries.

The Sixth Amended and Restated Note is a senior secured obligation of the Issuer, guaranteed by certain of its subsidiaries and secured by collateral consisting of substantially all of the assets of the Issuer and its subsidiary guarantors. Subject to limited exceptions, the Sixth Amended and Restated Note will rank senior to all outstanding and future indebtedness of the Issuer, including the Issuer’s 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 issued to MCM.

Item 7. Material to be Filed as Exhibits.

This Item 7 of the Schedule 13D is amended and supplemented as follows:

*Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 18, 2024