| Notes Payable | 10. Notes Payable Convertible Notes Payable iHeart Media Note Payable On May 10, 2024, the Company entered into an Outstanding Fees Settlement Agreement with iHeartMedia + Entertainment, Inc., Broader Media Holdings LLC, Clear Channel Outdoor, Inc. (the "Vendor") pursuant to which the Company paid the Vendor a final $ 0.5 million in exchange for the full and complete settlement and extinguishment of all outstanding fees and any other amounts owed to the Vendor. Mudrick Convertible Notes In connection with the 2022 Business Combination in December 2022, pursuant to the convertible note subscription agreement, dated May 11, 2022, as amended December 8, 2022, by and among InterPrivate II and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (“noteholders”), the Company issued $ 175 million of senior secured convertible notes (“Mudrick Convertible Notes”). The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023 , at a rate of 8.00 % per annum (if paid in cash) or 9.50 % per annum (if paid in-kind). Upon the occurrence, and during the continuation, of an event of default, an additional 2.00 % will be added to the stated interest rate. The Mudrick Convertible Notes will mature on December 8, 2027 , unless earlier converted, redeemed or repurchased. The Mudrick Convertible Notes are convertible at the option of the noteholders at any time until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Mudrick Convertible Notes will be settled in shares of common stock. The indenture governing the Mudrick Convertible Notes includes restrictive covenants that, among other things, limit the ability of the Company to incur additional debt, make restricted payments and limit the ability of the Company to incur liens, in addition to a covenant to maintain a consolidated cash and cash equivalents balance in excess of $ 10.0 million. The indenture also contains customary events of default. The initial conversion rate of the Mudrick Convertible Notes was 86.96 shares of Getaround common stock per $ 1,000 principal amount of Mudrick Convertible Notes, which was equivalent to an initial conversion price of approximately $ 11.50 per share. The initial conversion price was subject to a downward adjustment to 115 % of the average daily volume-weighted average trading price (“VWAP”) of Getaround common stock for the 90 trading days after the closing date, subject to a minimum conversion price of $ 9.21 per share. The conversion price is subject to further adjustments including adjustments in connection with certain issuances or deemed issuances of common stock at a price less than the then-effective conversion price, at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Mudrick Convertible Notes. In connection with the issuance of the Mudrick Super Priority Note described below, pursuant to the second supplemental indenture dated as of August 19, 2024, the Company agreed to effectuate an adjustment to the conversion rate of the Mudrick Convertible Notes to 4,000 shares of common stock per $ 1,000 principal amount of the Mudrick Convertible Notes, which is equivalent to a conversion price of $ 0.25 per share. The Mudrick Convertible Notes are redeemable at any time by the Company, in whole but not in part, for cash, at par plus accrued and unpaid interest to, but excluding, the redemption date, plus certain make-whole premiums. In connection with the execution of the note subscription agreement, the Company agreed to issue warrants, that were subject to adjustment whereby the minimum and maximum number of warrants was 1,750,000 and 7,000,000 , and have an exercise price of $ 11.50 . As such, on May 4, 2023, the Company issued 7,000,000 warrants that are in substantially the same form as the Company's public warrants. Additionally, 266,156 shares of common stock were issued to Mudrick entities as Equitable Adjustment Shares in pursuant to the convertible note subscription agreement. In exchange for the issuance of the Mudrick Convertible Notes and commitment to issue warrants, the Company agreed to pay a backstop fee of $ 5.2 million through a reduction of proceeds. The net proceeds from the issuance of the Mudrick Convertible Notes and warrant commitment liability were $ 169.8 million. Upon the occurrence of a fundamental change (such as a person or group obtaining a controlling interest in the Company, sale of substantially all of the Company’s asset, liquidation of the Company, or ceasing to be listed on The New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market), subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of the Mudrick Convertible Notes in principal amounts of $ 1,000 or an integral multiple thereof, at a fundamental change repurchase price equal to the principal amount of the Mudrick Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date. Events of default for Mudrick Convertible Note On June 23, 2023, July 7, 2023, and October 11, 2023 the Company received written notices from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2023. As of December 31, 2023, all such events of default have been remediated. On July 9, 2024, Getaround, Inc. (the “Company”) received notice from the New York Stock Exchange (“NYSE”) suspended trading of its common stock on the NYSE effective immediately and started the process to delist the Company's common stock from the NYSE. The start of the delisting process follows the NYSE’s determination under Rule 802.01B of the NYSE Listed Company Manual that the Company did not meet the continued listing standard that requires listed companies to maintain an average global market capitalization of at least $ 15.0 million over a period of 30 consecutive trading days. The Company had a right to appeal the determination to delist its common stock and filed a written request for such a review on July 23, 2024. On August 2, 2024, the Company notified NYSE that it determined to officially withdraw its request for a hearing. The Company's common stock was formally delisted from listing and registration on NYSE effective August 16, 2024. The delisting from the NYSE constituted an Event of Default under the Mudrick Convertible Notes. On September 5, 2024, the Company and Mudrick entered into a forbearance agreement whereby Mudrick agrees to forbear on any rights and remedies available under the Mudrick Convertible Notes agreement in connection with the NYSE delisting. The Company’s common stock and public warrants are now quoted on the OTCQB Venture Market under the symbols “GETR” and “GETRW,” respectively. On August 23, 2023, September 6, 2023, and December 6, 2023, in lieu of acceleration of the repayment obligation as a result of an event of default for not timely filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 and June 30, 2023, respectively, the Company elected to pay additional interest on the Mudrick Convertible Notes at a rate per annum equal to (a) one quarter of one percent ( 0.25 %) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent ( 0.50 %) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent ( 0.50 %). Following such elections, the Mudrick Convertible Notes will be subject to acceleration from, and including, the one hundred and eighty first (181st) calendar day on which such event of default has occurred and is continuing or if the Company fails to pay any accrued and unpaid special interest when due. Special interest will cease to accrue from, and including, the earlier of (x) the date such event of default is cured or waived and (y) such one hundred and eighty first (181st) calendar day. The Company has since cured all continuing reporting defaults by filing its delinquent Annual Report on Form 10-K for the fiscal year ended December 31, 2022 on November 16, 2023, and its delinquent Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, respectively, on December 15, 2023. The event of default with respect to the Mudrick Super Priority Note (as discussed below under “Event of default for Mudrick Super Priority Note”) constituted an Event of Default under the Mudrick Convertible Notes from February 26, 2024, to, but excluding, April 29, 2024, which resulted in the Company paying an additional 200 basis points in interest for that period. The additional interest was paid (in the form of added principal) on the June 15, 2024, interest payment date. The Mudrick Convertible Notes are accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note Fair Value Adjustment within the income statement (See Note 4 — Fair Value Measurements for a discussion of fair value accounting in connection with the Mudrick Convertible Notes). The Company’s convertible notes payable balance was as follows (in thousands):
September 30, 2024 December 31, 2023
iHeart Convertible Note $ — $ 99
Mudrick Convertible Notes measured at fair value 44,760 40,370
Total Convertible Notes Payable $ 44,760 $ 40,469 Notes Payable Prêt Guaranty par l'État (“PGE”) Loan In response to the COVID-19 Pandemic, the French Government enacted a State Guarantee Scheme for new loans granted by financial institutions to aid French businesses from the period of March 16, 2020 through December 31, 2020. In November 2020, the Company entered into loan agreements with three French lenders for a total of 4.5 million euros of notes payable, of which, 3.0 million euros of the notes were interest free with the remaining 1.5 million euros having a 2.25 % fixed interest rate and a recurring annual payment of 0.3 million euros beginning September 2021 through September 2025 . In January 2021, the payment terms of the 1.5 million euros loan were amended to have a recurring quarterly payment of 75.0 thousand euros beginning September 2021 through June 2026 . In July 2021, the Company amended the PGE loan terms to defer first payments on 3.0 million euros of the loan due November 2021 to November 2022 . Specifically, a portion of the first payment was deferred such that the principal of 0.6 million euros is to be paid in monthly installments of 12.0 thousand euros beginning December 2022 through November 2026 , subject to a 0.7 % fixed interest rate. Additionally, as of October 2021, the portion of the first payment representing a principal of 2.4 million euros is to be paid in monthly installments of 49.0 thousand euros beginning November 2022 through November 2026 , subject to a 1.44 % fixed interest rate. During December 2022, the Company recognized 51.0 thousand euros, an additional guarantee commission loan expense to the French Government paid by the French lenders on the Company’s behalf, increasing the amount owed by the Company to the French lenders. In April 2024, the payment terms of the loans were further amended. Effective December 31, 2023, the recurring quarterly payment of 75 thousand euros under the 1.5 million euros loan were deferred to December 2024 through June 2027 . Effective November 25, 2023, the recurring monthly installments of 12.0 thousand euros under the 0.6 million euros loan were deferred to November 2024 through November 2027 . Effective December 13, 2023, the recurring monthly installments of 49.0 thousand euros under the 2.5 million euros loan were deferred to resume December 2024 through November 2027 . As of September 30, 2024, 0.9 million euros, or $ 1.0 million was classified within notes payable, current and the total remaining outstanding principal was 3.1 million euros, or $ 3.5 million. For the three and nine months ended September 30, 2024 and 2023, 27.7 thousand euros and 71.6 thousand euros, or $ 31.0 thousand and $ 80.2 thousand, a nd 10.4 thousand euros and 39.9 thousand euros, or $ 11.0 thousand and $ 42.2 thousand, of interest expense was recognized, respectively. Green St. Lease Promissory Note On May 22, 2024, the Company entered into a Termination of Lease agreement (“Lease Termination”) with Green Front LLC (the "Landlord"), related to the Company’s early termination of its leased office space located at 55 Green Street, San Francisco, California (the "Lease"). The effective termination date for the Lease was June 1, 2024 . The Company agreed to pay to the Landlord the aggregate sum of $ 2.1 million (“Termination Fee”), consisting of $ 1.0 million as a partial termination fee and a Promissory Note of $ 1.1 million. The promissory note has a maturity date of May 22, 2026 and bears an interest rate of 6.00 % per annum. Please refer to Note 11 - Leases for additional information regarding the Green St. Lease termination. Mudrick Bridge Note On August 7, 2023 the Company entered into a promissory note (the “Mudrick Bridge Note”) with Mudrick Capital Management L.P. for an aggregate principal amount of $ 3,000,000 to provide additional capital to the Company. The Mudrick Bridge Note had a maturity date of September 7, 2023 (the “Maturity Date”) with an interest rate of 15.00 % per annum compounded daily. The Mudrick Bridge Note was unsecured. On September 7, 2023 the Mudrick Bridge Note was replaced with the Mudrick Super Priority Note. Mudrick Super Priority Note On September 8, 2023, the Company issued and sold to Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), a super priority note in an aggregate amount of $ 15,040,685 (as amended and restated from time to time, the “Mudrick Super Priority Note”). The Note accrued interest monthly beginning on October 15, 2023, at a rate of 15.00 % per annum. Upon the occurrence, and during the continuation, of an Event of Default, an additional 2.00 % will be added to the stated interest rate. The Super Priority Note was to mature on August 7, 2024 , at which time the principal and accrued interest would become due, payable in cash, unless earlier redeemed or repurchased. On December 11, 2023, the Company amended and restated the Mudrick Super Priority Note to reflect an increased aggregate principal amount of $ 18,635,500 , which was comprised of the original $ 15,040,685 principal amount under the Mudrick Super Priority Note, $ 594,815 in accrued interest on the Mudrick Super Priority Note as of December 11, 2023, and an additional principal amount of $ 3,000,000 to provide additional capital to the Company (the "A&R Super Priority Note"). The A&R Super Priority Note accrued interest monthly, at a rate of 15.00 % per annum. On January 12, 2024, the Company and the Purchaser further amended and restated the Mudrick Super Priority Note to reflect an increased aggregate principal amount of $ 20,880,922 , which was comprised of the original $ 18,635,500 amount under the A&R Super Priority Note, $ 245,422 in accrued interest as of January 12, 2024, and an additional principal amount of $ 2,000,000 to provide additional capital to the Company (the “Second Amended and Restated Super Priority Note” or “Second A&R Super Note”). On January 19, 2024, the Company and the Purchaser further amended and restated the Mudrick Super Priority Note to reflect an increased aggregate principal amount of $ 23,941,032 , which was comprised of the original $ 20,880,922 amount under the Second A&R Super Priority Note, $ 60,110 in accrued interest as of January 19, 2024, and an additional principal amount of $ 3,000,000 to provide additional capital to the Company (the “Third Amended and Restated Super Priority Note” or “Third A&R Super Note”). On February 7, 2024, the Company and the Purchaser further amended and restated the Mudrick Super Priority Note to reflect an increased aggregate principal amount of $ 40,303,393 , which is comprised of the original $ 23,941,032 amount under the Third A&R Super Priority Note, $ 189,940 in accrued interest as of February 7, 2024, and an additional principal amount of $ 16,172,421 to provide additional capital to the Company (the “Fourth Amended and Restated Super Priority Note” or “Fourth A&R Super Note”). On April 29, 2024, the Company and the Purchaser further amended and restated the Mudrick Super Priority Note to reflect an increased aggregate principal amount of $ 61,677,504 , which is comprised of the original $ 40,303,393 amount under the Fourth A&R Super Priority Note, $ 1,374,111 in accrued interest as of April 29, 2024, and an additional principal amount of $ 20,000,000 , to provide additional capital to the Company (the “Fifth Amended and Restated Super Priority Note” or “Fifth A&R Super Note”). On July 16, 2024, the Company and the Purchaser further amended and restated the Mudrick Super Priority Note to reflect an increased aggregate principal amount of $ 83,674,931 , which is comprised of the original $ 61,677,504 amount under the Fifth A&R Super Priority Note, $ 1,997,427 in accrued interest as of July 16, 2024, and an additional principal amount of $ 20,000,000 to provide additional capital to the Company (the "Sixth Amended and Restated Super Priority Note" or “Sixth A&R Super Note”). The Sixth A&R Super 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 %. The Sixth A&R Super Note will mature on August 7, 2026 , at which time 108 % of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. The Company’s notes payable balances were as follows (in thousands):
September 30, 2024 December 31, 2023
PGE Loan 3,506 3,458
Green St. Lease Promissory Note 871 —
Mudrick Super Priority Note (at fair value) 70,970 18,568
Total Notes Payable 75,347 22,026
Less: short-term portion of PGE Loan ( 1,033 ) ( 1,336 )
Less: short-term portion of Green St. Lease Promissory Note ( 550 ) —
Less: short-term portion of Mudrick Super Priority Note — ( 18,568 )
Total Notes Payable, less current portion $ 73,764 $ 2,122 The notes payable future principal payments as of September 30, 2024 are as follows (in thousands):
Year ending December 31,
2024 $ 257
2025 1,711
2026 72,394
2027 985
2028 —
Thereafter —
Total $ 75,347 |
