8-K
filed December 14, 2022, 6:59 PM ET
CIK 0001839608
M&A
confidence high
sentiment negative
materiality 0.90
Getaround, Inc: M&A transaction — Getaround completes de-SPAC merger; 94% of public shares redeemed; $175M notes issued
Getaround, Inc
- Merger closed Dec 8, 2022; Getaround begins trading as GETR and GETR WS on NYSE.
- 94% of public shares redeemed (~24.3M at ~$10.11 each); only 1.55M public shares remain; non-redeemers get ~5.8 bonus shares per share.
- $175M senior secured convertible notes issued to Mudrick Capital; 8% cash (9.5% PIK) interest, convertible at ~$11.50, matures Dec 2027.
- Convertible notes subscriber gets up to 2.8M warrants at $11.50 strike plus 266,156 equitable adjustment shares.
- Company exits shell status; new board and management take effect immediately per proxy.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Getaround, Inc incurred convertible notes of $175.0 million with Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts at 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind) maturing December 8, 2027.
- Instrument
- convertible notes
- Principal
- $175.0 million
- Counterparty
- Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts
- Rate
- 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind)
- Maturity
- December 8, 2027
- Event
- incurrence
Exact text from the filing
the Company issued and sold to the Convertible Notes Subscriber an aggregate of $175.0 million principal amount of senior secured convertible notes
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Getaround, Inc: Adopted a new code of business conduct and ethics.
- Change
- code of ethics
Exact text from the filing
On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct and ethics applicable to all of the Company’s directors, employees and contractors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Getaround, Inc: Company ceased to be a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Getaround, Inc: Adopted amended and restated bylaws.
- Change
- bylaw amendment
Exact text from the filing
and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective immediately prior to the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Getaround, Inc: Amended and restated certificate of incorporation.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, the Company amended and restated its certificate of incorporation (as amended and restated, the “Amended and Restated Charter”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Getaround, Inc completed an acquisition involving Getaround, Inc. for Getaround stockholders received 0.32025 shares of InterPrivate II Class A common stock per share, plus potential Bonus Shares and earnout shares. (closed 2022-12-08).
- Action
- acquisition
- Counterparty
- Getaround, Inc.
- Consideration
- Getaround stockholders received 0.32025 shares of InterPrivate II Class A common stock per share, plus potential Bonus Shares and earnout shares.
- Closing
- 2022-12-08
Exact text from the filing
Getaround Bridge Notes, in each case immediately prior to the Closing) (other than any cancelled shares or dissenting shares) was canceled and converted into the right to receive 0.32025 shares of InterPrivate II Class A common stock, par value $0.0001 per share (“Class A Stock”); (ii) all Getaround Options were assumed by InterPrivate II and converted into
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Getaround, Inc entered into Convertible Notes Indenture with Getaround, subsidiary guarantors, U.S. Bank Trust Company, National Association as trustee and collateral agent, and Mudrick Capital Management L.P. on behalf of certain funds valued at $175.0 million principal amount of senior secured convertible notes, 8.00% cash interest (or 9.50% P (effective 2022-12-08).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Getaround, subsidiary guarantors, U.S. Bank Trust Company, National Association as trustee and collateral agent, and Mudrick Capital Management L.P. on behalf of certain funds
- Value
- $175.0 million principal amount of senior secured convertible notes, 8.00% cash interest (or 9.50% P
- Effective
- 2022-12-08
Exact text from the filing
the Company issued and sold to the Convertible Notes Subscriber an aggregate of $175.0 million principal amount of senior secured convertible notes (the “Convertible Notes”). The terms of the Convertible Notes are set forth in the Indenture, dated as of December 8, 2022 (the “Convertible Notes Indenture”), by and among the Company, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, and the form of global note attached thereto.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Getaround, Inc amended Amendment No. 1 to the Merger Agreement with InterPrivate II, First Merger Sub, Second Merger Sub and Getaround valued at Re-allocated 1,666,667 shares of Closing Merger Consideration to increase Escrow Shares from 9,333,3 (effective 2022-12-08).
- Action
- amendment
- Agreement
- merger
- Counterparty
- InterPrivate II, First Merger Sub, Second Merger Sub and Getaround
- Value
- Re-allocated 1,666,667 shares of Closing Merger Consideration to increase Escrow Shares from 9,333,3
- Effective
- 2022-12-08
Exact text from the filing
InterPrivate II, First Merger Sub, Second Merger Sub and Getaround entered into Amendment No. 1 to the Merger Agreement (the “Merger Agreement Amendment”), pursuant to which the parties thereto agreed, among other things, to re-allocate 1,666,667 shares of Closing Merger Consideration (the “Re-Allocated Shares”) to the number of Escrow Shares, resulting in an aggregate of 11,000,000 Escrow Shares available for issuance as Bonus Shares to the non-redeeming holders of Class A Stock and Class B Stock pursuant to the Escrow Shares Allocation Agreement.
View on SEC.gov
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