Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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).
CUSIP No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Capital Management, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
15,484,149 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
15,484,149 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,484,149 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
14.4% (2) |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Capital Management, LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
15,484,149 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
15,484,149 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,484,149 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
14.4% (2) |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Jason Mudrick |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
15,484,149 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
15,484,149 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,484,149 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
14.4% (2) |
12 |
Type of Reporting Person
IN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity Fund Global, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
3,860,600 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
3,860,600 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,860,600 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
4.0% (2) |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick GP, LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
3,860,600 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
3,860,600 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,860,600 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
4.0% (2) |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity Drawdown Fund II, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
2,608,770 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
2,608,770 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,608,770 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
2.8% (2) |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
255,178 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
255,178 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
255,178 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
0.3% (2) |
12 |
Type of Reporting Person
PN |
(1) Includes 250,792 shares of Common
Stock issuable upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
(2) Based on 92,336,766 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) 250,792 shares of Common Stock issuable
upon conversion of Convertible Notes directly held by Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.
|
|
|
|
|
|
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity Drawdown Fund II GP, LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
2,863,948 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
2,863,948 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,863,948 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
3.0% (2) |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
655,023 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
655,023 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
655,023 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
0.7% (2) |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
655,023 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
655,023 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
655,023 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
0.7% (2) |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity SIF Master Fund, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
539,909 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
539,909 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
539,909 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
0.6% (2) |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Distressed Opportunity SIF GP, LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
539,909 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
539,909 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
539,909 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
0.6% (2) |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Stressed Credit Master Fund, L.P. |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
1,400,740 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
1,400,740 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,740 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
1.5% (2) |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Stressed Credit Fund GP, LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
1,400,740 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
1,400,740 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,740 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
1.5% (2) |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Opportunity Co-Investment Fund, LP |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
442,404 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
442,404 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
442,404 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
0.5% (2) |
12 |
Type of Reporting Person
PN |
|
|
|
|
|
(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.
CUSIP
No. 37427G101 |
Schedule
13G |
1 |
Names of Reporting Persons
Mudrick Opportunity Co-Investment Fund GP, LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨ (b) x |
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole Voting Power
0 |
6 |
Shared Voting Power
442,404 (1) |
7 |
Sole Dispositive Power
0 |
8 |
Shared Dispositive Power
442,404 (1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
442,404 (1) |
10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
11 |
Percent of Class Represented by Amount in Row (9)
0.5% (2) |
12 |
Type of Reporting Person
OO |
|
|
|
|
|
(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.
| Item 1(a). | Name
of Issuer: |
Getaround, Inc. (“Issuer”)
| Item 1(b). | Address
of Issuer’s Principal Executive Offices: |
55 Green Street, San Francisco, California 94111
| Item 2(a). | Name
of Person Filing: |
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.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
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.
| Item 2(d). | Title
of Class of Securities: |
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.
| Item 4(b): | Percent
of Class: |
See Cover Page Item 11 and related footnote for each Reporting
Person, incorporated herein by reference.
| Item 4(c): | Number
of Shares of Which Such Person Has: |
(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.
| Item
5. | Ownership
of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership
of More Than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification
and Classification of Members of the Group |
See Exhibit 1 to this Schedule 13G.
| Item 9. | Notice
of Dissolution of Group |
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
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/s/ Jason Mudrick |
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JASON MUDRICK |
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MUDRICK
CAPITAL MANAGEMENT, L.P. |
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By: |
Mudrick Capital Management,
LLC, its general partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK
DISTRESSED OPPORTUNITY FUND GLOBAL, L.P. |
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By: |
Mudrick GP, LLC, its general
partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member
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MUDRICK GP, LLC |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN
FUND II, L.P. |
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By: |
Mudrick Distressed Opportunity Drawdown Fund II GP,
LLC, its general partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK CAPITAL MANAGEMENT, LLC |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN
FUND II SC, L.P. |
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By: |
Mudrick Distressed Opportunity Drawdown Fund II GP,
LLC, its general partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN
FUND II GP, LLC |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK DISTRESSED OPPORTUNITY 2020
DISLOCATION FUND, L.P. |
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By: Mudrick Distressed Opportunity 2020
Dislocation Fund GP, LLC, its general partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK DISTRESSED OPPORTUNITY 2020
DISLOCATION FUND GP, LLC |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK DISTRESSED OPPORTUNITY SIF MASTER
FUND, L.P. |
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By: Mudrick Distressed Opportunity SIF
Master Fund LLC, its general partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK DISTRESSED OPPORTUNITY SIF MASTER
FUND GP, LLC |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK STRESSED CREDIT MASTER FUND,
L.P. |
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By: Mudrick Stressed Credit Fund GP LLC,
its general partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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MUDRICK STRESSED CREDIT FUND GP, LLC |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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Mudrick Opportunity
Co-Investment Fund, LP |
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By: Mudrick Opportunity Co-Investment Fund
GP, LLC, its general partner |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
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Mudrick Opportunity
Co-Investment Fund GP, LLC |
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By: |
/s/ Jason Mudrick |
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Name: |
Jason Mudrick |
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Title: |
Sole Member |
EXHIBIT INDEX
Exhibit No. |
Name |
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1 |
Joint
Filing Agreement |