Mudrick Capital Management SC 13GGetaround / Mudrick Capital Management ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No.__)

Under the Securities Exchange Act of 1934

GETAROUND, INC.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

37427G101

(CUSIP Number)

December 8, 2022
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 15,217,993 shares of common stock (“Common Stock”) of Getaround, Inc. (the “Issuer”) issuable upon conversion of Convertible Notes 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 107,730,967 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 15,217,993 shares issuable upon conversion of Convertible Notes beneficially owned by the Reporting Persons.

(1) Includes 15,217,993 shares of Common Stock issuable upon conversion of Convertible Notes 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, and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2) Based on 107,730,967 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 15,217,993 shares issuable upon conversion of Convertible Notes beneficially owned by the Reporting Persons.

(1) Includes (i) 15,217,993 shares of Common Stock issuable upon conversion of Convertible Notes 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, and certain accounts managed by Mudrick Capital Management, L.P., in the aggregate.

(2) Based on 107,730,967 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 15,217,993 shares issuable upon conversion of Convertible Notes beneficially owned by the Reporting Persons.

(1) Includes 3,794,238 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Fund Global, L.P.

(2) Based on 95,880,212 outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 3,794,238 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Fund Global, L.P.

(1) Includes securities directly held by Mudrick Distressed Opportunity Fund Global, L.P.

(2) Based on 95,880,212 outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 3,794,238 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Fund Global, L.P.

(1) Includes (i) 2,563,928 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P.

(2) Based on 94,649,902 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 2,563,928 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P.

(1) Includes securities directly held by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

(2) Based on 94,900,694 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 2,814,720 shares of Common Stock issuable upon conversion of Convertible Notes, in each case, directly held collectively by Mudrick Distressed Opportunity Drawdown Fund II, L.P. and Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

(1) Includes 643,764 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(2) Based on 92,729,738 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 643,764 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(1) Includes securities directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(2) Based on 92,729,738 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 643,764 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P.

(1) Includes 530,629 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P.

(2) Based on 92,616,603 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 530,629 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P.

(1) Includes securities directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P.

(2) Based on 92,616,603 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 530,629 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity SIF Master Fund, L.P.

(1) Includes 1,376,663 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Stressed Credit Master Fund, L.P.

(2) Based on 93,462,637 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 1,376,663 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Stressed Credit Master Fund, L.P.

(1) Includes securities directly held by Mudrick Stressed Credit Master Fund, L.P.

(2) Based on 93,462,637 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 1,376,663 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Stressed Credit Master Fund, L.P.

(1) Includes 434,800 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Opportunity Co-Investment Fund, LP.

(2) Based on 92,520,774 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 434,800 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Opportunity Co-Investment Fund, LP.

(1) Includes securities directly held by Mudrick Opportunity Co-Investment Fund, LP.

(2) Based on 92,520,774 shares of Common Stock outstanding, which includes (i) 92,085,974 shares outstanding as of December 8, 2022, according to the Issuer’s Current Report on Form 8-K filed with the SEC on December 14, 2022, and (ii) 434,800 shares of Common Stock issuable upon conversion of Convertible Notes directly held by Mudrick Opportunity Co-Investment Fund, LP.

Getaround, Inc. (“Issuer”)

55 Green Street, San Francisco, California 94111

This Schedule 13G is filed by Mudrick Capital Management, L.P. (“MCM”), Mudrick Capital Management, LLC (“MCM GP”), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, L.P. (“Global LP”), Mudrick Distressed Opportunity Drawdown Fund II, L.P. (“Drawdown II”), Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. (“Drawdown II SC”), Mudrick GP, LLC (“Mudrick GP”), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC (“Drawdown II GP”), Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. (“DISL”), Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC (“DISL GP”), Mudrick Distressed Opportunity SIF Master Fund, L.P. (“SIF”), Mudrick Distressed Opportunity SIF GP, LLC (“SIF GC”), Mudrick Stressed Credit Master Fund, L.P. (“MSC”), Mudrick Stressed Credit Fund GP, LLC (“MSC GP”), Mudrick Opportunity Co-Investment Fund, LP (“Co-Invest”), Mudrick Opportunity Co-Investment Fund GP, LLC (“Co-Invest GP”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the number of securities of the Issuer directly held by Global LP. Drawdown II GP is the general partner of Drawdown II and Drawdown II SC and may be deemed to beneficially own the securities of the Issuer directly held by Drawdown II and Drawdown II SC. DISL GP is the general partner of DISL and may be deemed to beneficially own the number of securities of the Issuer held by DISL. SIF GP is the general partner of SIF and may be deemed to beneficially own the securities of the Issuer directly held by SIF. MSC GP is the general partner of MSC and may be deemed to beneficially own the securities of the Issuer directly held by MSC. Co-Invest GP is the general partner of Co-Invest and may be deemed to beneficially own the securities of the Issuer directly held by Co-Invest. MCM is the investment manager to Drawdown II, Global LP, Drawdown II SC, DISL, SIF, MSC, Co-Invest and certain accounts managed by MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP, MCM GP, DISL GP, SIF GP, MSC GP and Co-Invest GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the securities held directly by Global LP, Drawdown II, Drawdown II SC, DISL, SIF, MSC, Co-Invest and certain accounts managed by MCM.

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities directly held by any other Reporting Person except to the extent of such entity or individual’s pecuniary interest therein, if any.

The principal business office of the Reporting Persons is 527 Madison Avenue, 6th Floor, New York, NY 10022.

See responses to Item 4 of the Cover Page for each Reporting Person, which is incorporated herein by reference.

Common stock, par value $0.0001 per share, of the Issuer (“Common Stock”).

37427G101

See Cover Page Item 9 for each Reporting Person, incorporated herein by reference. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly held by such Reporting Person except to the extent of his or its pecuniary interest therein, if any.

See Cover Page Item 11 and related footnote for each Reporting Person, incorporated herein by reference.

(i) Sole power to vote or direct the vote:

See Cover Page Item 5 for each Reporting Person, incorporated herein by reference.

(ii) Shared power to vote or direct the vote:

See Cover Page Item 6 for each Reporting Person, incorporated herein by reference.

(iii) Sole power to dispose or direct the disposition of:

See Cover Page Item 7 for each Reporting Person, incorporated herein by reference.

(iv) Shared power to dispose or direct the disposition of:

See Cover Page Item 8 for each Reporting Person, incorporated herein by reference.

Not applicable.

Not applicable.

Not applicable.

See Exhibit 1 to this Schedule 13G.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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: December 19, 2022

EXHIBIT INDEX