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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

April 29, 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) 20,885,820 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 121,067,937 shares of Common Stock outstanding, which includes (i) 93,182,117 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024 (the “Outstanding Shares”), (ii) 20,885,820 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) 20,885,820 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 121,067,937 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 20,885,820 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) 20,885,820 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 121,067,937 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 20,885,820 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) 5,207,373 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 100,134,770 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 5,207,373 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 100,134,770 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 5,207,373 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) 3,518,843 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 97,880,320 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 3,518,843 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) 344,198 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 93,641,675 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 344,198 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 98,339,878 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 3,863,041 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) 883,530 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 94,361,767 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 883,530 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 94,361,767 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 883,530 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) 728,258 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 94,154,455 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 728,258 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 94,154,455 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 728,258 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) 1,889,391 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 95,704,748 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 1,889,391 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 95,704,748 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 1,889,391 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) 596,737 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 93,978,854 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 596,737 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 93,978,854 shares of Common Stock outstanding, which includes (i) the Outstanding Shares, (ii) 596,737 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. 5 (“Amendment No. 5”) 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, 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. 5 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. 5 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.4 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. 4 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 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:

Amended and Restated Note; Amended and Restated Incremental Subscription Agreement

On April 29, 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 fourth 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 $61,677,504.04 , 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, and an additional principal amount of $20,000,000 to provide additional funding to the Issuer.

The Fifth Amended and Restated 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% per annum. The Fifth 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 $30,000,000 in aggregate principal amount under the Second Amended and Restated Incremental Subscription Agreement, subject to certain conditions. Additionally, pursuant to the Second Amended and Restated Incremental Subscription Agreement, upon the occurrence of certain conditions enumerated therein, the Board will consist of seven directors, three of whom will be independent directors under the rules of the New York Stock Exchange and identified by the Reporting Persons. Failure to appoint the three independent directors to the Board pursuant to the terms of the Second Amended and Restated Incremental Subscription Agreement shall constitute an event of default under the Fifth Amended and Restated Note.

The Fifth 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 Fifth Amended and Restated Note at any time prior to its maturity date, and subject to certain exceptions, must prepay the balance of the Fifth 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 Fifth 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 Fifth 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: May 1, 2024