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Getaround, Inc. (GETR) shareholders approve dissolution and wind-down plan

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

Rhea-AI Filing Summary

Getaround, Inc. has begun a formal wind-down after stockholders approved dissolving the company and a related Plan of Liquidation and Distribution under Delaware law. At a July 29, 2026 special meeting, stockholders authorized the Board to liquidate the company in accordance with that plan.

Immediately after the meeting, the company filed a Certificate of Dissolution with the Delaware Secretary of State, effective upon filing. Following effectiveness, the transfer books were closed and common shares are no longer transferable on the company’s books except in limited cases such as inheritance or operation of law, and stockholders now have only the rights provided to owners of a dissolved Delaware corporation.

The company states that, absent a change in circumstances, it does not presently expect any available proceeds for distributions to stockholders after using any proceeds from remaining assets to pay outstanding debt obligations and other liabilities.

Positive

  • None.

Negative

  • Dissolution and liquidation: stockholders approved a plan to dissolve Getaround and the company has filed a Certificate of Dissolution, initiating the wind-down process.
  • No stockholder recovery expected: the company states it does not presently expect any liquidating distributions to stockholders after paying debt and other liabilities.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Dissolution Proposal votes for 108,442,981 votes Shares voting for the Dissolution Proposal at the July 29, 2026 special meeting
Dissolution Proposal votes against 2,192,192 votes Shares voting against the Dissolution Proposal at the special meeting
Dissolution Proposal abstentions 21,556,458 votes Shares abstaining on the Dissolution Proposal at the special meeting
Special meeting date July 29, 2026 Date stockholders approved the dissolution and Plan of Liquidation and Distribution
Plan of Liquidation and Distribution regulatory
"Board approved a related Plan of Liquidation and Distribution for winding up"
Certificate of Dissolution regulatory
"Filed a certificate of dissolution called Certificate of Dissolution with Delaware"
A certificate of dissolution is an official document that confirms a company has officially closed and is no longer in business. It is similar to a formal notice that a building has been vacated and shut down. For investors, it signals that the company’s operations have ended, which may affect any remaining assets or investments they hold in that company.
Section 275 et seq. of the Delaware General Corporation Law regulatory
"Dissolution of the Company in accordance with Section 275 et seq. of the DGCL"
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
forward-looking statements regulatory
"This report includes forward-looking statements within the meaning of federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Getaround (GETR) stockholders approve on July 29, 2026?
Stockholders approved the company’s dissolution and related Plan of Liquidation and Distribution, authorizing the Board to liquidate Getaround under Delaware law and wind up its affairs in accordance with that plan.

When did Getaround (GETR) file its Certificate of Dissolution?
Getaround filed its Certificate of Dissolution with the Delaware Secretary of State on July 29, 2026, immediately after the special stockholder meeting, and the certificate became effective upon filing.

Can Getaround (GETR) shares still be transferred after the dissolution?
After the Certificate of Dissolution became effective, Getaround closed its transfer books and shares are no longer transferable on its books, except in limited situations such as a deceased stockholder’s will, intestate succession, operation of law or similar circumstances.

Does Getaround (GETR) expect any liquidating distributions to stockholders?
Getaround states it does not presently expect any available proceeds for distributions to stockholders after applying any proceeds from remaining assets to pay outstanding debt obligations and other liabilities, absent a change in circumstances.

How did Getaround (GETR) stockholders vote on the Dissolution Proposal?
On the Dissolution Proposal, stockholders cast 108,442,981 votes for, 2,192,192 votes against and 21,556,458 abstentions, with no broker non-votes, providing sufficient support to approve the dissolution and the Plan of Liquidation and Distribution.
Getaround, Inc false 0001839608 0001839608 2026-07-29 2026-07-29
 
 

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): July 29, 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 3.03

Material Modification to Rights of Security Holders.

As previously disclosed, on June 5, 2026, the Board of Directors (the “Board”) of Getaround, Inc. (the “Company”) determined that it is in the best interests of the Company and its residual claimants to effect the dissolution (the “Dissolution”) of the Company in accordance with Section 275 et seq. of the Delaware General Corporation Law (“DGCL”) and a related Plan of Liquidation and Distribution (the “Plan of Distribution”), which, if approved by the Company’s stockholders, would authorize the Board to liquidate the Company in accordance with the terms thereof.

As described below under Item 5.07 of this Current Report on Form 8-K (this “Current Report”), the Company’s stockholders authorized and approved the Dissolution and authorized, adopted and approved the Plan of Distribution at the special meeting of stockholders (the “Special Meeting”) held on July 29, 2026.

On July 29, 2026, immediately following the conclusion of the Special Meeting, and as contemplated by the Plan of Distribution, the Company filed a certificate of dissolution (the “Certificate of Dissolution”) with the Secretary of State of the State of Delaware, which became effective upon its filing. For additional information regarding the Dissolution and the Plan of Distribution, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2026 (the “Proxy Statement”).

Pursuant to and in accordance with the Plan of Distribution, upon the effectiveness of the Certificate of Dissolution, the Company closed its transfer books, and shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), will no longer be assignable or transferable on the Company’s books, except pursuant to the provisions of a deceased stockholder’s will, intestate succession or operation of law or upon the dissolution of a stockholder or its successors. In addition, from and after the effectiveness of the Certificate of Dissolution, the Company’s stockholders will have only such rights and obligations as are provided for under the DGCL for stockholders of a dissolved corporation.

The foregoing description of the Certificate of Dissolution does not purport to be complete and is qualified in its entirety by reference

to the Certificate of Dissolution, a copy of which is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On July 29, 2026, at the Special Meeting, the Company’s stockholders in attendance, constituting a quorum under the Amended and Restated Bylaws of the Company, considered the following proposals described in the Proxy Statement to: (i) authorize and approve the Dissolution of the Company in accordance with Section 275 et seq. of the DGCL and authorize, adopt and approve the Plan of Distribution, which, if approved, will authorize the Board to liquidate the Company in accordance with the terms thereof (the “Dissolution Proposal”); and (ii) approve the adjournment of the Special Meeting, from time to time, if deemed necessary or advisable by the Board or a committee thereof, including to solicit additional proxies if a quorum is not present or there are not sufficient votes at the time of the Special Meeting to approve the Dissolution Proposal (the “Adjournment Proposal”).

The final voting results for the Dissolution Proposal are described below. The Adjournment Proposal was not submitted to the Company’s stockholders for approval at the Special Meeting because there was a quorum present at the Special Meeting and there were sufficient votes to approve the Dissolution Proposal.

 

     For      Against      Abstain      Broker Non-Votes  

The Dissolution Proposal

      108,442,981        2,192,192        21,556,458        0  

 

Item 8.01

Other Events.

No Liquidating Distributions to Stockholders Expected

As previously disclosed, following the filing of the Certificate of Dissolution as described above under Item 3.03 of this Current Report, and in accordance with the Plan of Distribution, the Company will liquidate any remaining assets, satisfy or make reasonable provisions for its remaining obligations to the extent of assets legally available, and make distributions to the Company’s stockholders of available proceeds, if any, all in accordance with the DGCL. Absent a change in circumstances following the date of this Current Report, the Company does not presently expect that there will be any available proceeds for distributions to stockholders after applying any proceeds to the payment of the Company’s outstanding debt obligations and other liabilities.

Forward-Looking Statements

This Current Report includes forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events, such as those relating to the Dissolution, including the liquidation of the Company’s remaining assets in connection therewith and the availability of proceeds for distributions to stockholders. 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 Dissolution process; 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 Proxy Statement, 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 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. 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.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

   

Description

4.1    Certificate of Dissolution of Getaround Inc., as filed with the Secretary of State of the State of Delaware on July 29, 2026.
104    Cover Page Interactive Data File (embedded with the Inline XBRL document)

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: August 4, 2026     By:  

/s/ Mauricio Rivera

    Name:   Mauricio Rivera
    Title:   Chief Restructuring Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

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