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Getaround (GETR) to liquidate after 31.5M-euro European business sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Getaround, Inc. has completed the sale of its European business and is moving toward dissolving the company. On April 30, 2026, it sold its European subsidiaries to GoMore for approximately 31.5 million euros, plus up to 2.3 million euros of additional receivable-based consideration.

In connection with the sale, Mudrick Capital agreed to treat a super priority secured promissory note as fully satisfied, reducing about $121.7 million of senior secured debt, and may convert portions of 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes into common stock to support an orderly dissolution. Mudrick also provided a new super priority secured promissory note of up to $3.0 million to fund the wind-down, maturing April 30, 2027, of which $0.5 million was initially drawn.

On June 5, 2026, the Board determined that dissolving the company under Section 275 et seq. of the DGCL is in the best interests of residual claimants and plans to seek stockholder approval for dissolution and a related plan of distribution at a special meeting.

Positive

  • None.

Negative

  • Board decision to dissolve the company – The Board determined on June 5, 2026 that effecting a dissolution under Section 275 et seq. of the DGCL is in the best interests of the company and its residual claimants, indicating an end to ongoing operations and a wind-down focused on liquidation.

Insights

Getaround is liquidating, having sold Europe and cut secured debt.

Getaround sold its European subsidiaries to GoMore for about 31.5 million euros plus up to 2.3 million euros tied to French research tax credits. The consideration goes to Mudrick Capital, which agreed to deem a super priority note fully satisfied, cutting roughly $121.7 million of senior secured debt.

Mudrick holds $239.8 million of 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 and may convert a portion into equity to facilitate an orderly dissolution under Section 275 et seq. of the DGCL. This suggests residual value, if any, will depend on post-wind-down recoveries after satisfying creditors.

Mudrick also extended a new super priority secured promissory note of up to $3.0 million at 15% interest, maturing April 30, 2027, to fund the wind-down, with strict covenants and mandatory prepayment from asset sales. The Board’s June 5, 2026 decision to pursue dissolution and a plan of distribution signals an end-stage restructuring focused on maximizing recoveries for residual claimants.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
European business purchase price 31.5 million euros Equity interests of European subsidiaries sold to GoMore
Additional potential consideration 2.3 million euros Receivables from French research tax credits, if collected
Senior secured debt reduction $121.7 million Prior super priority secured promissory note deemed satisfied
Convertible Notes outstanding $239.8 million 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 as of April 30, 2026
New SPN commitment $3.0 million Mudrick super priority secured promissory note for wind-down funding
Initial New SPN draw $0.5 million Drawn on April 30, 2026 at closing of GoMore transaction
New SPN interest rate 15.00% per annum Interest on Mudrick super priority secured promissory note, with 2.00% default step-up
New SPN maturity April 30, 2027 Maturity date of Mudrick super priority secured promissory note
super priority secured promissory note financial
"its rights and remedies under the Company’s then-outstanding super priority secured promissory note (the “Prior SPN”)."
Convertible Senior Secured PIK Toggle Notes financial
"8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “Convertible Notes”)"
orderly dissolution financial
"into shares of the Company’s common stock to support the Company’s orderly dissolution in accordance with Section 275 et seq. of the DGCL."
plan of distribution financial
"a related plan of distribution, which, if approved by the Company’s stockholders, will authorize the Board to liquidate the Company"
Section 275 et seq. of the DGCL regulatory
"effect the dissolution of the Company in accordance with Section 275 et seq. of the DGCL"
negative covenants financial
"The New SPN contains certain events of default and negative covenants, including a budget covenant"

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FAQ

What business did Getaround (GETR) sell to GoMore?
Getaround sold its European business to GoMore. Through a share sale and purchase agreement, GoMore acquired all equity interests in subsidiaries including Getaround SAS and Getaround Norway AS, which owned and operated Getaround’s European car-sharing operations.

How much did Getaround receive for its European business sale?
The European business sold for about 31.5 million euros. The purchase price consists of cash and a non-interest-bearing promissory note, plus potential additional consideration of up to 2.3 million euros tied to collection of specified French research tax credit receivables.

How did the Mudrick agreement affect Getaround’s debt?
Mudrick’s agreement cut Getaround’s senior secured debt. In exchange for the sale consideration, Mudrick deemed a super priority secured promissory note fully satisfied, canceling about $121.7 million of outstanding senior secured indebtedness previously secured by substantially all company and subsidiary assets.

What is the new super priority secured promissory note from Mudrick?
Mudrick provided a new up to $3.0 million note. Issued April 30, 2026, it funds the wind-down, carries 15.00% annual interest, matures April 30, 2027, is secured by substantially all assets, and was initially drawn for $0.5 million at closing.

Is Getaround planning to dissolve the company?
Getaround’s Board has decided to pursue dissolution. On June 5, 2026, the Board determined dissolution under Section 275 et seq. of the DGCL and a related plan of distribution are in the company’s best interests and plans to seek stockholder approval at a special meeting.

What role do the Convertible Senior Secured PIK Toggle Notes play in Getaround’s wind-down?
Mudrick may convert part of the Convertible Notes. Subject to conditions and company request, Mudrick can convert portions of the outstanding 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 into common stock to support an orderly dissolution and intends to vote in favor of dissolution.
false 0001839608 0001839608 2026-04-08 2026-04-08
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2026

 

 

Getaround, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40152   85-3122877
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

124 Washington Street, Suite 101

Foxboro, Massachusetts

   02035
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (508) 543-1720

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

N/A   N/A   N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on February 7, 2025, the Board of Directors (the “Board”) of Getaround, Inc. (the “Company”) approved the orderly wind-down of the Company’s business operations in the United States, which includes its car-share and HyreCar businesses, with the Company’s European business continuing to operate to provide car-sharing services for customers in its European markets.

Sale of European Business

On April 8, 2026, Getaround Operations LLC and Getaround Holdings B.V. (together, the “Sellers”), each a wholly owned subsidiary of the Company, entered into a letter agreement with GoMore ApS (“GoMore”) providing the Sellers with an option to enter into a share sale and purchase agreement (the “SPA”) by and among the Sellers and GoMore, pursuant to which GoMore would acquire the Company’s European business through the purchase of the equity interests of the Company’s subsidiaries, including Getaround SAS and Getaround Norway AS, that own and operate the Company’s European business (collectively, the “Targets”).

Under the terms of the GoMore letter agreement, the Sellers were obligated to commence consultation with the social and economic council of Getaround SAS in accordance with the French Labour Code, with the goal of obtaining an opinion from the council with respect to the contemplated transaction. In addition, the entry into the SPA was contingent on GoMore having entered into a binding financing agreement for the contemplated transaction.

On April 22, 2026, after the council opinion was obtained (or deemed to have been obtained in accordance with French law) and the GoMore financing secured, the Sellers and GoMore entered into the SPA in substantially the form contemplated at the time that the GoMore letter agreement was executed and consummated the transaction effective as of April 30, 2026.

Under the terms of the SPA, GoMore acquired all of the equity interests of the Targets for a purchase price of approximately 31.5 million euros, consisting of cash and a non-interest-bearing promissory note, which promissory note is subject to reduction for early prepayment. In addition, the SPA provides for potential additional consideration of up to 2.3 million euros of receivables to the extent collected by GoMore and its subsidiaries in respect of certain research tax credits under French law (together with the foregoing cash and promissory note consideration, the “Consideration”). The SPA further provides for indemnification by the Sellers with respect to their representations, subject, in general, to customary minimum and maximum thresholds, which claims, if any, would reduce the total outstanding amount of indebtedness under the promissory note.

Mudrick Letter Agreement

In connection with the entry into the GoMore letter agreement, effective on April 8, 2026, the Company entered into a letter agreement with Mudrick Capital Management L.P. (“Mudrick”), on behalf of the holders of the Company’s senior secured indebtedness, pursuant to which, among other things, in accordance with Section 272(b)(2) of the Delaware General Corporation Law (“DGCL”), Mudrick agreed to the proposed sale of the European business to GoMore in lieu of exercising its rights and remedies under the Company’s then-outstanding super priority secured promissory note (the “Prior SPN”). In exchange for receiving the Consideration from the sale of the European business, Mudrick agreed to deem the Prior SPN satisfied in full, canceling all remaining obligations outstanding under the Prior SPN upon the closing of the GoMore transaction and resulting in an aggregate reduction of approximately $121.7 million of the Company’s outstanding senior secured indebtedness secured by substantially all of the Company’s and its subsidiaries’ assets. Mudrick further agreed, if requested by the Company, and subject to the satisfaction of certain other conditions, to convert a portion of the Company’s outstanding 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “Convertible Notes”), of which $239.8 million aggregate principal amount was outstanding as of April 30, 2026, into shares of the Company’s common stock to support the Company’s orderly dissolution in accordance with Section 275 et seq. of the DGCL. If such request by the Company is made, Mudrick intends to vote in favor of such dissolution.

Mudrick Super Priority Secured Promissory Note

In connection with the entry into the Mudrick letter agreement described above, Mudrick also agreed to provide the Company with up to $3.0 million in funding, subject to certain conditions, for the Company’s wind-down pursuant to a new super priority secured promissory note, which note was issued on April 30, 2026, concurrent with the closing of the GoMore transaction (the “New SPN”), of which the Company initially drew $0.5 million on the date of the New SPN.

The New SPN accrues interest monthly beginning on April 30, 2026, 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 New SPN will mature on April 30, 2027. The Company may prepay the New SPN at any time prior to its maturity date and must prepay the balance of the New SPN with 100% of the net proceeds of any sale or similar disposition of property or assets of the Company or any of its subsidiaries or upon demand and/or termination of the New SPN by Mudrick upon an Event of Default.

The New SPN contains certain events of default and negative covenants, including a budget covenant and restrictions on the incurrence of certain indebtedness without the prior written consent of Mudrick. In addition, the Company agreed to prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement relating to the solicitation of proxies for use at a special meeting of stockholders to, among other matters, consider and vote upon a proposal to approve the dissolution of the Company in accordance with Section 275 et seq. of the DGCL and the related plan of distribution and, subject to receipt of such approval, complete the dissolution of the Company.

The New SPN is a senior secured obligation of the Company, guaranteed by certain of its subsidiaries and secured by collateral consisting of substantially all of the assets of the Company and its subsidiary guarantors. Subject to limited exceptions, the New SPN will rank senior to all outstanding and future indebtedness of the Company, including the Convertible Notes. In connection with the issuance of the New SPN, Mudrick agreed to forbear on any rights and remedies under the Convertible Notes and the New SPN until the earlier of the completion of the dissolution of the Company in accordance with Section 275 et seq. of the DGCL and the occurrence of an Event of Default under the New SPN.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth under “Sale of European Business” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Mudrick Super Priority Secured Promissory Note” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 8.01

Other Events.

On June 5, 2026, the Board determined that it is in the best interests of the Company and its residual claimants to effect the dissolution of the Company in accordance with Section 275 et seq. of the DGCL and a related plan of distribution, which, if approved by the Company’s stockholders, will authorize the Board to liquidate the Company in accordance with the terms thereof. The Company intends to call a special meeting of its stockholders to seek approval of the dissolution and the related plan of distribution and will file proxy materials relating to the special meeting with the SEC as soon as practicable.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events, such as the timing and progress of the Company’s wind-down and proposed dissolution in accordance with Section 275 et seq. of the DGCL, including obtaining stockholder approval thereof. In some cases, you can identify forward-looking statements by terminology such as “expects”, “intends,” “plans,” and “will,” or the negative of these terms or variations of them or similar terminology. The Company has based these forward-looking statements on its current expectations and assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate under the circumstances. However, whether actual results and developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond its control, including: the risks and uncertainties related to completion of the Company’s wind-down and proposed dissolution process; the Company’s ability to obtain stockholder approval of the proposed dissolution and related plan of distribution; the sufficiency of cash flows to fund the Company’s wind-down and proposed dissolution; the Company’s ability to sell, license, monetize and/or divest of one or more of the Company’s assets and technologies to realize potential benefit for its residual claimants; and the other factors under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024, its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024, and in other filings that the Company has made and may make with the SEC in the future. All of the forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company. Such statements are not intended to be a guarantee of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Additional Information and Where to Find It

The Company will file with the SEC a proxy statement in connection with the proposed dissolution. The definitive proxy statement will be sent to the Company’s stockholders and will contain important information about the planned dissolution. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors and stockholders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC at the SEC’s website at www.sec.gov.

Certain Information Concerning Participants

The Company and its directors and officer may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the proposed dissolution. Information about the persons who may be considered to be participants in the solicitation of the Company’s stockholders in connection with its proposed dissolution, and any interest they have in the proposed dissolution, will be set forth in the definitive proxy statement when it is filed with the SEC. Copies of these documents may be obtained for free as described in the preceding paragraph.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

GETAROUND, INC.

Date: June 9, 2026  

By:

  

/s/ Mauricio Rivera

 

Name:

Title:

  

Mauricio Rivera

Chief Restructuring Officer

Source: View Original Filing on SEC EDGAR

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