10-Q

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of December 13, 2023, the registrant had 93,018,237 shares of common stock, $0.0001 par value per share, outstanding.

Certain statements in this quarterly report on Form 10-Q (this “report”) may constitute “forward-looking statements” for purposes of

the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to

projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking

statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

• our financial and business performance, including our financial projections and business metrics;

• changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

• expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

• the impact of the regulatory environment and complexities with compliance related to such environment;

• our ability to grow market share in our existing markets or any new markets we may enter through sales and marketing investments or otherwise;

• our ability to improve unit economics and increase the number, variety and density of supply of cars across our marketplace;

• our ability to maintain and enhance our platform, marketplace and brand, and to attract hosts and guests;

• the expected costs associated with our research and development initiatives, including investments in technology and product development;

• our ability to maintain and enhance our value proposition to hosts and guests;

• our ability to fulfill our mission, including achieving our goals of reducing pollution and emissions, creating income generating opportunities available to underrepresented communities and facilitating mobility alternatives;

• our ability to manage, develop and refine our platform, including our dynamic pricing and contactless experience;

• our ability to grow our supply of connected cars through our OEM and other strategic relationships with third parties;

• the continuing effects of COVID-19 or other global health emergencies on our business, the transportation industry, travel trends, and the global economy generally;

• our ability to realize the expected benefits of the Business Combination (as defined below) and the acquisition of the

• other risks and uncertainties described in this report, including those under the section entitled “Risk Factors.”

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future

developments and their potential effects on our business. There can be no assurance that future developments affecting our business

will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are

beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed

or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in

the section entitled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and

uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all

such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ

materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or

should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward looking statements.

The forward-looking statements made by us in this report speak only as of the date of this report. Except to the extent required under

the federal securities laws and rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), we disclaim any

obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or

to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results

suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking

Unless the context otherwise indicates, references in this report to the terms “Getaround,” the “Company,” “we,” “our” and “us” refer

Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown above:

1. Nature of Business and Basis of Presentation

Organization and Nature of Business

InterPrivate II Acquisition Corp. (“InterPrivate II”) was a special purpose acquisition company formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

On December 8, 2022 (the “Closing Date”), InterPrivate II completed the business combination (“2022 Business Combination”) pursuant to the merger agreement dated May 11, 2022 (as amended, the “Merger Agreement”), by and among, InterPrivate II, TMPST Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of InterPrivate II (“First Merger Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of InterPrivate II (“Second Merger Sub”) and Getaround, Inc., a Delaware corporation (“Legacy Getaround”). Pursuant to the terms of the Merger Agreement, a business combination between InterPrivate II and Legacy Getaround was effected through the merger of First Merger Sub and Legacy Getaround, with Legacy Getaround emerging as the surviving company, followed by a merger between Legacy Getaround and Second Merger Sub, with Second Merger Sub emerging as the surviving company as a wholly owned subsidiary of InterPrivate II. In connection with the finalization of the 2022 Business Combination, InterPrivate II changed its name to Getaround, Inc. (“Getaround” or the “Company”) and Second Merger Sub changed its name to Getaround Operations LLC.

The Company, through its wholly owned subsidiary Getaround Operations LLC, is an online car rental service company headquartered in San Francisco, California. The Company provides peer-to-peer car‑sharing service powered by its proprietary technology, which allows car owners to earn income sharing their cars with pre-qualified drivers on the Company’s network. As of June 30, 2023, the Company operated globally in major U.S. cities and certain European markets, including France and Norway.

Basis of Accounting

These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Annual Report"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods.

The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 2 “Recently Issued Accounting Standards Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period.

Pursuant to the Merger Agreement, the merger between Second Merger Sub and Legacy Getaround was accounted for as a reverse recapitalization in accordance with US GAAP (the “Reverse Recapitalization”). Under this method of accounting, InterPrivate II was treated as the “acquired” company and Legacy Getaround is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Getaround issuing stock for the net assets of InterPrivate II, accompanied by a recapitalization. The net assets of InterPrivate II are stated at historical cost, with no goodwill or other intangible assets recorded.

Legacy Getaround was determined to be the accounting acquirer based on the following predominant factors:

•

Legacy Getaround’s existing stockholders have the greatest voting interest in the Company;

Getaround, Inc.

Notes to Consolidated Financial Statements

•

Legacy Getaround controls the majority of the new board of directors of the Company and, given the board of directors election and retention provisions, Legacy Getaround holds the ability to maintain control of the board of directors on a go-forward basis; and

•

Legacy Getaround’s senior management is the senior management of the Company.

The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Legacy Getaround. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.32025 established in the 2022 Business Combination.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accounting principles generally accepted in the United States of America and the rules and regulations of the Security and Exchange Commission. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements herein.

Going Concern and Liquidity

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had net loss of $30.3 million and $53.1 million for the three and six months ended June 30, 2023, and $39.4 and $68.2 million for three and six months ended June 30, 2022. The Company expects operating losses and negative cash flows to continue for the foreseeable future as it continues to develop and promote its platform, as well as to grow its user base through new markets.

As of June 30, 2023 and December 31, 2022, the Company had $24.7 million and $64.3 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors and the Company may need to use available capital resources and/or raise additional capital earlier than currently anticipated. Should the Company pursue additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company.

If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Reclassifications

When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation. These reclassifications were to reclassify certain captions within other assets to prepaid expenses and other current assets. The reclassifications had no impact on the Company’s financial condition or results of operations.

3. Business Combination

On May 16, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with HyreCar Inc., a Delaware corporation (the “Seller”). The Seller is a national carsharing marketplace for ridesharing, food, and package delivery via its proprietary technology platform. The company has established a leading presence in Mobility as a Service through individual vehicle owners, dealers, rental agencies, and OEMs that wish to participate in new mobility trends. Pursuant to the Asset Purchase Agreement, the Company has acquired substantially all of the assets owned, controlled or used by the Seller related to the operation of its peer-to-peer car sharing business and certain of the Seller’s liabilities (the “Assumed Liabilities”), as such terms are defined in the Asset Purchase Agreement, for an aggregate purchase price of $8.13 million, comprised of cash and certain credits for the Assumed Liabilities in this transaction ("the 2023 Business Combination").

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands):


Consideration:
Cash (net of cash acquired)	$	7,826

Assets acquired and liabilities assumed:
Current assets (excluding cash)	$	1,232
Intangible assets		9,380
Assumed current liabilities		(3,604	)
Net assets acquired		7,008
Goodwill		818
Net assets acquired	$	7,826

Getaround, Inc.

Notes to Consolidated Financial Statements

The fair value of the identifiable intangible assets acquired include the following (in thousands):


	Fair Value		Estimated useful life
Customer relationships - car renters	$	6,720	1.3
Customer relationships - car owners		2,090	2.5
Developed technology		490	0.5
Tradename		80	0.5

All finite-lived intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the intangible assets are consumed. Approximately $0.8 million of the acquired goodwill is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business, and expected synergies at the time of the acquisition.

Transaction expenses totaling approximately consists primarily of consulting and legal fees and are not included as a component of the consideration transferred but are recognized as general and administrative expenses in the period ended June 30, 2023.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred on January 1, 2022. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company.


	Six months ended June 30, 2022
Total revenue	$	48,346
Net loss	$	(77,870	)

4. Fair Value Measurements

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, convertible promissory notes, warrant commitment liability, and warrant liability. The recorded carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to their short-term nature. The balances outstanding under the notes payable agreements are considered to approximate their estimated fair values as the interest rates approximate market rates.

Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash and cash equivalents, convertible promissory notes, warrant commitment liability, and warrant liability. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands):


	Fair Value Measurement
December 31, 2022	Level 1		Level 2		Level 3
Assets:
Money market account	$	38	$	—	$	—
Liabilities:
Warrant liability	$	—	$	—	$	(247	)
Warrant commitment liability		—		—		(320	)
Mudrick convertible notes		—		—		(56,743	)

Getaround, Inc.

Notes to Consolidated Financial Statements


	Fair Value Measurement
June 30, 2023	Level 1		Level 2		Level 3
Assets:
Money market account	$	23	$	—	$	—
Liabilities:
Warrant liability	$	—	$	—	$	(113	)
Warrant commitment liability		—		—		—
Mudrick convertible notes		—		—		(56,067	)
	$	—	$	—	$	(56,180	)

Warrants

The Company measures its warrant commitment liability and warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the warrant commitment liability and warrant liability related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment within the consolidated statements of operations and comprehensive loss.

The fair value of the warrant liability, as of June 30, 2023 were estimated using a Monte Carlo simulation model. The significant unobservable inputs for the Monte Carlo model include the stock price, exercise price, risk-free rate of return, time to expiration, and the volatility. An increase or decrease in the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value.

The Company calculated the estimated fair value of the warrant commitment liability and private warrants as of June 30, 2023 and December 31, 2022, respectively, using the following assumptions:


	June 30, 2023
Stock price	$	0.35
Exercise price	$	11.50
Risk-free interest rate		4.19	%
Time to expiration (years)		4.44
Expected volatility		81.55	%
Fair value per warrant	$	0.02


	December 31, 2022
Stock price	$	0.65
Exercise price	$	11.50
Risk-free interest rate		3.96	%
Time to expiration (years)		4.94
Expected volatility		70.70	%
Fair value per warrant	$	0.05

The following table presents changes in the Level 3 liabilities measured at fair value for the periods indicated (in thousands):


	June 30, 2023
	Warrant Commitment Liability			Private Warrants
Balance (beginning of period)	$	320		$	247
Additions		—			—
Fair value measurement adjustments		(40	)		(134	)
Exercised		(280	)		—
Balance (end of period)	$	—		$	113

During the three months ended June 30, 2023 and year ended December 31, 2022, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities that are measured at fair value.

Getaround, Inc.

Notes to Consolidated Financial Statements

Convertible Notes Payable

The Company measures its convertible promissory notes at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible promissory notes related to updated assumptions and estimates were recognized as a convertible promissory note fair value adjustment within the consolidated statements of operations and comprehensive loss.

In determining the fair value of the Mudrick Convertible Notes as of June 30, 2023, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs.

An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value.

The Company calculated the estimated fair value of the Mudrick Convertible Notes as of June 30, 2023 and December 31, 2022, respectively, using the following assumptions:


	June 30, 2023			December 31, 2022
	Mudrick Convertible Note
Issuance date	12/8/2022			12/8/2022
Maturity date	12/8/2027			12/8/2027
Interest rate (PIK)		9.50	%		9.50	%
Expected volatility factor		100.50	%		95.23	%
Risk-free interest rate		4.20	%		4.00	%
Estimated market yield		30.00	%		30.00	%

The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods indicated (in thousands):


	June 30, 2023
	Mudrick Convertible Notes
Balance (beginning of period)	₹	56,743
Additions		—
Fair value measurement adjustments		(676	)
Exercised		—
Balance (end of period)	$	56,067

5. Revenue

The following table presents the Company’s revenues disaggregated by geography (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Service revenue:
United States	$	11,261	$	9,213	$	18,107	$	17,162
Europe		6,963		6,192		11,316		10,450
Total service revenue		18,224		15,405		29,423		27,612

Lease revenue:
United States	$	217	$	205	$	430	$	444
Europe		179		182		287		231
Total lease revenue		396		387		717		675
Total Revenue	$	18,620	$	15,792	$	30,140	$	28,287

Contract Balances

Getaround, Inc.

Notes to Consolidated Financial Statements

Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. The Company’s contract assets as of June 30, 2023 and December 31, 2022 in the amount of $0.5 million and $0.6 million, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are typically invoiced within a month of recognition. The Company's contract assets as of January 1, 2023 and 2022 amounted to $0.6 million and $0.7 million, respectively.

Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of June 30, 2023 and December 31, 2022 in the amount of $2.7 million and $0.7 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2022 and 2021 contract liabilities were recognized during the periods ended June 30, 2023 and December 31, 2022, respectively. The Company's contract liabilities as of January 1, 2023 and 2022 amounted to $0.7 million and $0.3 million, respectively.

8. Goodwill and Other Intangible Assets, Net

Other Intangibles Assets, Net

The following is a summary of the components of intangible assets and the related amortization expense (in thousands):


	June 30, 2023
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	12,031	$	(9,713	)	$	2,318
Customer relationships		39,321		(26,856	)		12,465
Trade names		317		(253	)		64
Capitalized software costs - WIP		3,356	$ -				3,356
Total intangibles	$	55,025	$	(36,822	)	$	18,203


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology	$	11,407	$	(8,365	)	$	3,042
Customer relationships		31,124		(24,238	)		6,886
Trade names		314		(314	)		—
Capitalized software costs - WIP		1,100		—			1,100
Total intangibles	$	43,945	$	(32,917	)	$	11,028

For the three months ended June 30, 2023 and 2022, amortization expense amounted to $2.7 million and $2.1 million, respectively, and $4.6 million and $4.3 million for the six months ended June 30, 2023 and 2022, respectively.

Expected future amortization expense for intangible assets as of June 30, 2023 is as follows (in thousands):


Year ended December 31,
2023	$	7,783
2024		6,969
2025		795
2026		—
Thereafter		2,656
Total	$	18,203

Goodwill

The changes in the carrying amount of goodwill were as follows (in thousands):


	June 30, 2023		December 31, 2022
Beginning Balance	$	92,728	$	122,805
Foreign currency translation		527		(6,808	)
Additions from acquisitions		818		—
Impairment		—		(23,269	)
Ending Balance	$	94,073	$	92,728

10. Notes Payable

Convertible Notes Payable

iHeart Media Note Payable

In April 2018, the Company entered into an advertising agreement with a media company whereby the media company will provide advertising services to the Company and the Company will pay for these services through a combination of convertible notes and cash. Interest is accrued monthly on the notes at a rate of 1.5% per annum and increases to 8.0% in the event of default until the maturity date of five years from issuance date of the notes. The notes are convertible in the event of the Company receiving proceeds of $50.0 million or more in a sale of equity securities (a Qualified Financing) subsequent to April 1, 2019, upon the consummation of a qualified public offering of securities, or if the Company elects to convert the notes into shares issued in the next round of financing that did not constitute a Qualified Financing. In the event that there was a next round of financing that did not constitute a Qualified Financing, the notes will automatically convert into those shares at maturity. The number of shares to be issued in the event of conversion is determined based on the price per share of the respective event based on the fixed amount of the note. In the event there is no subsequent round of financing, the notes would become due and payable.

In April 2018, the Company issued two convertible notes for a total amount of $1.5 million under the agreement noted above. These notes were considered to be the Initial Promotion Commitment Tranche of the Minimum Commitment Tranche of $3.5 million. At the same time, the Company made a cash payment of $0.6 million. The entire Minimum Commitment Tranche and cash payment was initially recorded as a prepaid balance for advertising services included within prepaid expenses and other current assets. As advertising services are provided by the media company, they are recorded against the prepaid balance. At the issuance of the convertible note, a debt discount of $49.0 thousand was recorded and will be amortized over the contractual life of the convertible note. During 2020 the debt discount was fully amortized and an expense of $33.0 thousand was recognized.

Within 18 months from the effective date, the Company is obligated to issue another $2.0 million in convertible notes and $0.5 million cash payment covering advertising services, the Additional Promotion Commitment Tranche. The Additional Promotion Commitment Tranche combined with the Initial Promotion Commitment Tranche comprise the total Minimum Commitment Tranche of $3.5 million. These notes will be issued with the same terms as the previously issued convertible notes. As there was a legal obligation to issue the convertible notes and cash payment related to the Additional Promotion Commitment Tranche, a convertible note payable and a corresponding prepaid balance for advertising services were recorded on issuance of the Initial Promotion Commitment Tranche.

Additionally, the Company is entitled to, but not obligated to, issue Notes totaling to $11.5 million in principal (Maximum Additional Promotion Commitment Amount) followed by an additional amount of at least 22.5% of that value in cash.

In June 2019, the Company issued another convertible note for a total amount of $1.5 million, in connection with the Minimum Commitment Tranche followed by an additional $0.5 million in cash. In July 2019, the Company issued an additional convertible note for a total amount of $0.4 million, in connection with the Minimum Commitment Tranche. As of June 30, 2023 and December 31, 2022, the Company had a remaining contractual debt balance of $99.0 thousand, related to the Minimum Commitment Tranche. As of June 30, 2023, the Company has used $3.3 million in advertising services.

Getaround, Inc.

Notes to Consolidated Financial Statements

In December 2019, in accordance with the original terms, convertible notes amounting to $1.1 million and the applicable $16.0 thousand of interest were converted into 112,718 shares of Company’s Series D Preferred Stock.

In October 2020, in accordance with the original terms, convertible notes amounting to $2.0 million and the applicable $54.0 thousand of interest were converted into 528,195 shares of Company’s Series E Preferred Stock.

In connection with the 2022 Business Combination on December 8, 2022, in accordance with the original terms, convertible notes amounting to $0.4 million and the applicable $12.0 thousand of interest were first converted into 100,951 shares of Legacy Getaround’s Series E Preferred Stock, which in turn were exchanged for 32,329 shares of the Company’s common stock.

For the three months ended June 30, 2023 and 2022, $1.0 thousand of interest expense was recognized during both periods and $3.0 thousand of interest expense was recognized for both periods for the six months ended June 30, 2023 and 2022.

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 is 86.96 shares of Getaround common stock per $1,000 principal amount of Mudrick Convertible Notes, which is equivalent to an initial conversion price of approximately $11.50 per share. The initial conversion price is 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.

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 convertible note subscription agreement, the Company agreed to issue to the noteholders, within 100 trading days following the closing date, warrants in substantially the same form as previously issued public warrants, to purchase 2,800,000 shares of the Company’s common stock at an exercise price of $11.50 (Convertible Notes Warrants). The warrants will be exercisable for shares of the Company’s common stock having an aggregate value equal to $3.5 million, based upon a value of $1.25 per Convertible Notes Warrant. The value of the Convertible Notes Warrants will be adjusted upward or downward to reflect the VWAP reported by Bloomberg LP (subject to customary proportionate adjustments affecting the outstanding shares of the Company’s common stock) of the equivalent public warrants during the 90 trading days following the closing date, subject to a maximum upward or downward adjustment of $0.75 per Convertible Notes Warrant. As a result of the adjustment, the minimum and maximum number of Convertible Notes Warrants that the Company is obligated to issue is 1,750,000 and 7,000,000, respectively.

On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick Convertible Notes, according to the terms of the convertible note subscription agreement. The Convertible Notes Warrants are in substantially the same form as the public warrants, and are aggregated with the public warrants.

Getaround, Inc.

Notes to Consolidated Financial Statements

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.

On June 23, 2023, and July 7, 2023 the Company received written notice 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 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. Refer to Note 18 – Subsequent Events for further discussion.

The Mudrick Convertible Notes were 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):


	June 30, 2023		December 31, 2022
iHeart Convertible Note	$	99	$	99
Mudrick Convertible Notes measured at fair value		56,067		56,743
Total Convertible Notes Payable	$	56,166	$	56,842

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. Loans cannot have a duration exceeding a period of six years from the date of the first disbursement. 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. The notes payable of 3.0 million euros matured during November 2021 and were to be paid in full.

During 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. On July 13, 2021, the Company entered into a discussion to amend the PGE loan terms to defer first payments on 3.0 million euros of the loan due November 2021 to November 2022. Prior to the amendment, all 3.0 million euros of the loan principal was due in November 2021. The amendment to the payment terms of the PGE loan was made through two agreements. Effective August 3, 2021, the first agreement deferred a first payment, where the principal of 0.6 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 12.0 thousand euros beginning December 2022 through November 2026 and added a 0.7% fixed interest rate. Effective October 1, 2021, the second agreement deferred a first payment, where the principal of 2.4 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 49.0 thousand euros beginning November 2022 through November 2026 and added 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.

Getaround, Inc.

Notes to Consolidated Financial Statements

As of June 30, 2023, 1.1 million euros, or $1.1 million was classified within short-term debt and the total remaining outstanding principal was 3.5 million euros, or $3.8 million. For the three and six months ended June 30, 2023 and 2022, 11.0 thousand euros and 30.0 thousand euros, or $12.0 thousand and $32.0 thousand, and 13.0 thousand euros and 27.0 thousand euros, or $14.0 thousand and $29.0 thousand, of interest expense was recognized, respectively.

The Company’s notes payable balances were as follows (in thousands):


	June 30, 2023			December 31, 2022
PGE Loan		3,808			4,409
Total Notes Payable		3,808			4,409
Less: short-term portion of PGE Loan		(1,147	)		(1,211	)
Total Notes Payable, less current portion	$	2,661		$	3,198

The notes payable future principal payments as of June 30, 2023 are as follows (in thousands):


Year ended December 31,
2023	$	573
2024		1,150
2025		1,156
2026		929
Thereafter		—
Total	$	3,808

11. Leases

The Company leases corporate office facilities, short-term parking spaces and miscellaneous office equipment under operating lease agreements. The Company’s lease agreements have terms not exceeding eight years. As of June 30, 2023, the Company does not have any finance leases.

The Company elects not to apply the lease recognition requirements to the short-term leases. Accordingly, the Company recognize lease payments related to the short-term leases in the statements of operations and comprehensive loss on a straight-line basis over the lease term which has not changed from prior recognition.

For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. When determining lease term, the Company considers renewal options that are reasonably certain to exercise and termination options that are reasonably certain to be exercised, in addition to the non-cancellable lease term.

Certain of the Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which are accounted for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability.

The components of lease expense and income for the periods indicated are as follows (in thousands):


	Six Months Ended June 30,
	2023			2022
Operating lease costs	$	1,579		$	1,654
Short-term lease costs		504			1,238
Variable lease costs(1)		461			411
Sublease income		(717	)		(675	)
Total Lease Costs	$	1,827		$	2,628

(1)

Variable lease cost primarily relates to common area maintenance and property taxes on leased real estate.

Getaround, Inc.

Notes to Consolidated Financial Statements

Operating lease costs are included within general and administrative within the consolidated statements of operations. Short-term lease costs are included within general and administrative and operating expenses within the consolidated statements of operations. Variable lease costs are included within operating expenses, and sublease income is included within revenue within the consolidated statements of operations.

Other information related to leases for the periods indicated are as follows (in thousands):


	Six Months Ended June 30, 2023
Operating cash flows used for lease liabilities	$	2,025

The weighted average remaining lease term for our operating leases was 6.0 years, and the weighted average discount rate for the Company’s operating leases was 11.6%.

The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term.

Future minimum payments under operating leases as of June 30, 2023, are as follows (in thousands):


	Year ending December 31,
From July 1, 2023 to December 31, 2023	$	2,044
2024		4,166
2025		4,263
2026		4,362
2027		4,463
Thereafter		6,687
Total undiscounted future cash flows	$	25,985
Less: Imputed interest		(7,255	)
Total	$	18,730

12. Commitments and Contingencies

Commitments

As of June 30, 2023, there were no material changes outside the ordinary course of business to the Company’s commitments, as disclosed in the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022.

Legal Proceedings

In addition to the matters discussed below, from time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non‑compliance with its contractual or other legal obligations.

A liability and related charge are recorded to earnings in the Company’s consolidated financial statements for legal contingencies when the loss is considered probable, and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including discussion with outside legal counsel. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible, but not probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. The Company expenses legal fees as they are incurred.

Kenareki Litigation

Getaround, Inc.

Notes to Consolidated Financial Statements

In 2020 the Company became involved in certain litigation filed by a former contractor of the Company alleging various Labor Code violations by the Company. The former contractor has asserted claims on a class wide basis and seeks to represent all California contractors and California non-exempt employees from July 2016 to the present. Based upon the Company’s investigation, the Company does not believe the plaintiff’s claims against the Company are valid, and in January of 2023 the parties reached a tentative settlement of this matter for an amount the Company does not consider to be material.

Dean Litigation

In October of 2019 two personal injury actions were filed in the San Francisco Superior Court against the Company related to a fatal accident in July of 2019 involving a car reserved through the Getaround platform, naming the driver, the vehicle owner and the Company as defendants (Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-579835; Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-580369). The Company and the plaintiffs have reached an agreement in principle to settle these matters for an aggregate amount that does not exceed the limits of the applicable insurance policies maintained by the Company.

Broadspire Litigation

On March 5, 2021, the Company filed a complaint against its former third-party insurance claims administrator, Broadspire Services, Inc. alleging negligence and breach of contract leading to losses suffered by the Company (Getaround v. Broadspire, San Francisco Superior Court Case No. CGC-21-590022). The defendant filed a cross-complaint for amounts allegedly owed by the Company for services rendered by Broadspire. The Court has set a trial date of January 22, 2024. Based upon our investigation, we do not believe Broadspire will recover on its claims against the Company in the cross-complaint and we intend to vigorously defend against such claims.

Garfield Litigation

In April of 2023, an action for attorneys’ fees and expenses was filed in the Court of Chancery for the State of Delaware against the Company (Garfield v. Getaround, Court of Chancery for the State of Delaware C.A. # 2023-0445-MTZ). The complaint alleges the plaintiff was a stockholder of InterPrivate II Acquisition Corp. (“IPVA”) who proposed certain amendments to IPVA’s certificate of incorporation, which, if implemented, would enable IPVA to avoid violating provisions of the Delaware General Corporation Law regarding corporate voting structures. The complaint further alleges such amendments were enacted in response to the plaintiff’s notice, and the plaintiff is therefore entitled to receive an award of attorneys’ fees and expenses from the Company as IPVA’s successor-in-interest, under the Court of Chancery's "corporate benefit" doctrine. The Company intends to continue to defend itself vigorously against this complaint.

As of June 30, 2023 and December 31, 2022, the Company had accrued $1.6 million and $1.4 million, respectively, related to various pending claims and legal actions. The Company does not believe that a material loss in excess of these accrued amounts is reasonably possible.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. In some cases, the term of these indemnification agreements is perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. To date the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

14. Stock-Based Compensation

Restricted Stock Units

Restricted stock units (RSUs) activity for the six months ended June 30, 2023 is as follows:


	Number of Shares			Weighted- Average Grant Date Fair Value
Balance, December 31, 2022		3,450,792		$	8.52
RSUs granted		692,000			0.41
RSUs vested		(490,747	)		7.56
RSUs canceled		(427,677	)		8.53
Balance, June 30, 2023		3,224,368		$	6.76

Stock Options

Stock option activity for the six months ended June 30, 2023 (in thousands, except share amounts and per unit data) is as follows:


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance, December 31, 2022		5,134,332		$	3.40		6.50	$	61
Options granted		4,490,000			0.27		9.74		359
Options exercised		—			0.00		—		—
Options expired		(274,555	)		2.29		—		—
Options forfeited		(122,249	)		5.00		—		—
Balance, June 30, 2023		9,226,407		$	1.85		8.30	$	389
Vested and Exercisable, June 30, 2023		3,273,166			2.93		5.54		32
Vested and Exercisable and Expected to Vest, June 30, 2023		9,226,407		$	1.85		8.30	$	389

The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The total intrinsic value for stock options exercised during the six months ended June 30, 2023 and 2022 was $1.0 thousand and $72.0 thousand, respectively. The fair value of awards vested during the six months ended June 30,

Getaround, Inc.

Notes to Consolidated Financial Statements

2023 and 2022 was $2.8 million and $3.0 million, respectively. The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2023 and 2022 was $0.18 and $3.12, respectively.

The following table summarizes the weighted-average assumptions used in the valuation of stock options granted:


	Six Months Ended June 30,
	2023			2022
Expected volatility (%)		81.4	%		75.3	%
Risk-free interest rate (%)		3.6	%		1.9	%
Expected dividend yield		—			—
Expected term (years)		6.0			6.0

The Company recognized stock-based compensation expense related to stock options of $0.8 million and $1.5 million for the three months ended June 30, 2023 and 2022, respectively, and $2.0 million and $3.0 million for the six months ended June 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Sales and marketing	$	15	$	258	$	32	$	531
Operations		177		257		367		530
Technology and product development		97		352		207		721
General and administrative		560		593		1,394		1,207
Total	$	849	$	1,460	$	2,000	$	2,989

As of June 30, 2023, there was $6.9 million of total unrecognized compensation cost related to unvested stock options granted under the plan that is expected to be recognized over a weighted-average period of 1.15 years.

The Company recognized stock-based compensation expense related to RSUs of $2.0 million and $0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $4.4 million and $0.7 million for the six months ended June 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Sales and marketing	$	106	$	60	$	221	$	122
Operations		442		58		1,071		129
Technology and product development		991		147		1,889		317
General and administrative		452		54		1,224		113
Total	$	1,991	$	319	$	4,405	$	681

As of June 30, 2023, there was $19.5 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.67 years.

Early Exercise of Nonvested Options

At the discretion of the board of directors, certain options may be exercisable immediately at the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to full vesting. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The liabilities are reclassified into equity as the awards vest. As of June 30, 2023 and December 31, 2022, there were no shares early-exercised stock options.

15. Warrants

Upon the closing of the 2022 Business Combination, Legacy Getaround’s common stock warrants and convertible redeemable preferred stock warrants were exercised for Legacy Getaround common stock and redeemable preferred common stock, respectively, and subsequently converted into Getaround common stock.

Getaround, Inc.

Notes to Consolidated Financial Statements

Please refer to the table below for detail of warrant liability by type of warrant (in thousands):


	June 30, 2023		December 31, 2022
Private warrants	$	113	$	247
Total	$	113	$	247

Number of outstanding warrants as of June 30, 2023 and December 31, 2022 was as follows:


	June 30, 2023		December 31, 2022
Private warrants		4,616,667		4,616,667
Public warrants		12,175,000		5,175,000

InterPrivate II Public and Private Warrants

Upon the Closing, there were 5,175,000 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company’s common stock that were issued by InterPrivate II prior to the 2022 Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the 2022 Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire five years after the completion of the 2022 Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the 2022 Business Combination. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, one of InterPrivate II’s directors or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise.

Convertible Notes Warrants

At June 30, 2023, outstanding public and private warrants were 12,175,000 and 4,616,667, respectively. The public warrants are equity-classified and private warrants are liability-classified.

16. Earnings (Loss) per Share

The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented (in thousands, except share and per share amount):


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net loss	$	(30,269	)	$	(39,419	)	$	(53,068	)	$	(68,164	)
Basic and diluted weighted average common stock outstanding		92,608,276			22,509,569			92,460,655			22,430,714
Basic and diluted net loss per share	$	(0.33	)	$	(1.75	)	$	(0.57	)	$	(3.04	)

Getaround, Inc.

Notes to Consolidated Financial Statements

Since the Company was in a loss position for the period ended June 30, 2023 and 2022, basic net loss per share was the same as diluted net loss per share for the period presented.

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares):


	Six Months Ended June 30,
	2023		2022
Convertible redeemable preferred stock		—		40,262,519
Stock options and restricted stock units outstanding(1)		12,356,284		9,792,025
Warrants for convertible redeemable preferred stock		—		9,146,200
Warrants for common stock		—		119,888
Shares reserved for future award issuance		—		2,399,580
Private Warrants		4,616,667		—
Public Warrants		12,175,000		—
Shares for Mudrick Convertible Notes		19,001,085		—
Shares for Mudrick PIK Notes		79,534		—
Total		48,228,570		61,720,212

(1)

Balances are inclusive of the common stock options legally exercised in exchange of the nonrecourse promissory notes.

The Company has reserved shares for the 2022 Employee Stock Purchase Plan, however, there have been no employee contributions to such plan as of June 30, 2023. The Company also has shares reserved in connection with Earnout Shares under the 2022 Business Combination, however, as of June 30, 2023, none of the share-price targets were satisfied. The Company has shares reserved in connection with the 2022 Equity Incentive Plan, however, options considered for dilutive EPS are only those granted.

18. Subsequent Events

Event of Default for Mudrick Convertible Notes

On July 7, 2023, the Company received written notice from the 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 Company’s Annual Report and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (the “Q1 Quarterly Report".

Getaround, Inc.

Notes to Consolidated Financial Statements

On August 22, 2023, the 60-day cure period for the reporting default with respect to the Annual Report expired. On September 5, 2023, the 60-day cure period for the reporting default with respect to the Q1 Quarterly Report expired. In lieu of acceleration of the repayment obligation as a result of these events of default, the Company elected to pay additional interest on the notes commencing August 23, 2023, with respect to the Annual Report reporting default, and September 6, 2023, with respect to the Q1 Quarterly Report reporting default, 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 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.

Promissory Note with Mudrick Capital Management

On August 7, 2023 the Company entered into a promissory note (the “Bridge Note”) with Mudrick Capital Management for an aggregate principal amount of $3 million to provide additional capital to the Company. The Bridge Note had a maturity date of September 7, 2023 and bore an interest rate of 15% per annum compounded daily. If the principal and accrued interest under the Bridge Note is repaid in cash, a principal repayment premium of 100% applies.

On September 8, 2023, the Company entered into a Refinancing Transaction of the Bridge Note. In the Refinancing Transaction, among other things, (i) the Company repaid in full the principal and unpaid accrued interest under the Bridge Note, and (ii) the Company received new funding in an aggregate principal amount of $15,040,685 as described below. In connection with the Refinancing Transaction, on September 6, 2023, the Bridge Note was amended to extend the maturity date.

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 (the “Note”) pursuant to a subscription agreement dated September 8, 2023 (the “Subscription Agreement”), by and between the Purchaser and the Company, and the form of global note attached thereto. The Note and the Subscription Agreement provide that the Note accrues 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 Note will mature on August 7, 2024, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.

The Company may prepay the Note at any time prior to the maturity date, and subject to the following exception, must prepay the balance of the Note with (a) 50% of the net proceeds received prior to, and 100% of the net proceeds received on or after, January 31, 2024 from issuances of the Company’s capital stock (excluding intra-company issuances) or issuances of Company debt by the Company or any of its subsidiaries, and (b) 100% of the net proceeds of any sale, or similar disposition, of the Company or any of its subsidiaries. The mandatory prepayments set forth above do not apply to the first $10.0 million of net proceeds received by the Company.

On December 11, 2023 the Company and the Purchaser amended and restated the super priority note in an aggregate amount of $15,050,685 entered into by such parties on September 8, 2023 to reflect an increased aggregate principal amount of $18,635,500, which is comprised of the original $15,040,685 principal amount, $594,815 in accrued interest as of December 11, 2023, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the "Amended and Restated Note"). The Amended and Restated Note accrues interest monthly beginning on December 11, 2023, at a rate of 15.00% per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default, will be increased by 2.00%. The Amended and Restated Note was issued pursuant to a subscription agreement dated September 8, 2023, and an incremental subscription agreement dated December 11, 2023, in each case by and between the Purchaser and the Company.

The Amended and Restated Note will mature on August 7, 2024, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. The Amended and Restated Note 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.

The Company may prepay the Amended and Restated Note at any time prior to its maturity date, and subject to the following exception, must prepay the balance of the Note with (a) 50% of the net proceeds received prior to, and 100% of the net proceeds received on or after, January 31, 2024 from issuances of the Company’s capital stock (excluding intra-company issuances) or issuances of Company

Getaround, Inc.

Notes to Consolidated Financial Statements

debt by the Company or any of its subsidiaries, and (b) 100% of the net proceeds of any sale, or similar disposition, of the Company or any of its subsidiaries. The mandatory prepayments set forth above do not apply to the first $10.0 million of net proceeds received by the Company.

Lease Agreement for Company Headquarters in San Francisco, California

The Company has not paid the lease payments due in October, November and December of 2023 in accordance with the lease agreement for the Company's headquarters in San Francisco, California. On October 19, 2023, subsequent to delivering a Lease Termination Offer to the landlord, $3.6 million in restricted cash was released to the landlord in response to the landlord's request pursuant to an irrevocable letter of credit provided to the landlord in connection with the lease agreement, The Company has adopted a "remote first" work policy in the spring of 2020, and does not rely on the headquarters facility for any material part of its operations.

There have been no other events or transactions that occurred subsequently that require recognition or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion and analysis should be read together with our consolidated financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “our,” “us,” the “Company” or “Getaround” refer to the business and operations of Getaround, Inc., a Delaware corporation ("Legacy Getaround") prior to the Closing of the 2022 Business Combination and to the business and operations of Getaround following the Closing.

Getaround is a global carsharing marketplace, powered by proprietary technology designed to make sharing cars simple, digital, on-demand, and automated. We reimagined the traditional car ownership model by empowering consumers, whom we refer to as our guests, to instantly and conveniently access safe, affordable and desirable cars they need while providing earnings potential to car owners who supply them, whom we refer to as our hosts. Our marketplace is designed to allow for a fully digital and contactless experience, without guests needing to wait in line at a car rental facility, manually fill out any paperwork, or meet anyone in person to exchange keys. Since launching in 2011, we have been focused on building and innovating our digital carsharing marketplace in the United States and internationally. As of June 30, 2023, our platform supports approximately 1.9 million unique guests and has approximately 80,000 active cars in more than 1,000 cities across 8 countries worldwide, including in the United States and across Europe.

We believe booking and sharing cars should be a frictionless and hassle-free experience. Our proprietary cloud-based platform, which we call the Getaround Connect Cloud Platform, creates a digital experience that makes it easy for guests to find cars nearby, and for hosts to share their cars with guests, in both high and low population-density geographies. To date, we have facilitated approximately 7.4 million carsharing trips and our hosts have earned more than $468.0 million via our marketplace, leading the digital transformation of carsharing with 20 times as many connected cars on our network as compared to our closest competitor as of 2022, according to our estimates.

We have established a broad network of loyal hosts and guests on our platform. Hosts benefit from low entry costs, digital fleet management, and dynamic pricing algorithms and optimization informed through data analytics. Guests benefit from an easy-to-use platform, the ability 24/7 to book cars located nearby by the hour or day, and a contactless booking, pickup and return experience, eliminating the need for in-person interaction. We leverage our powerful technology platform, our scaled network, and the rich data captured from trips to derive insights and to innovate in order to provide hosts and guests an offering that we believe is superior.

On May 16, 2023, the Company entered into a definitive agreement to acquire substantially all assets of California-based HyreCar, a premier gig carsharing marketplace, for total consideration of $8.13 million, subject to customary adjustments. The transaction is anticipated to bolster the Company’s leadership position in gig carsharing, while leveraging its technology and platform to enable further scale. The Company believes the acquired assets will include the most synergistic and accretive portions of HyreCar’s business, including access to thousands of cars and tens of thousands of gig drivers in a quickly-growing segment of carsharing.

We operate a carsharing marketplace and generate revenue from fees charged to guests as well as subscriptions charged to hosts. A significant majority of our revenue in any period depends on a large number of Powerhosts, which we define as any host with three or more active cars in our marketplace. Getaround prices trips dynamically on the platform, leveraging our extensive repository of connected car data from the hundreds of millions of miles driven on our platform to intelligently price the risks of the trip, the market and the guest.

Our pricing system is designed to optimize each individual transaction value by balancing supply and demand information and utilizing dynamic pricing features that depend on multiple transaction attributes, such as trip length and location. The use of dynamic pricing features varies across geographies, as slightly different strategies are appropriate for different regions. In some geographies, all pricing is dynamically priced on a per trip basis, and varies by time of day, day of week, vehicle details, geography, historical demand and supply levels, among other factors. Hosts control the pricing of this model by setting a minimum daily rate for their vehicle, as well as other inputs such as the minimum trip duration. In other geographies, hosts have the option of using our pricing system to dynamically set prices on their vehicle, or to more specifically control prices directly on a per-day basis. If they choose to set prices themselves per-day, the system still provides personalized suggestions for pricing, based on a similar set of attributes and historical data as our fully dynamic model would do. Through these processes both the fee we charge the guest for usage of the vehicle subject to a booking, or the “Trip Price,” and in certain related fees, or “Trip-related Fees,” charged to the guest are capable of being set dynamically. Our pricing system also allows hosts in any geography to significantly increase their revenue yield by varying the Trip Price according to local supply and demand dynamics while Trip-related Fees, such as the booking fee and optional protection plans, are controlled by our pricing system based on a model that determines the risk profile of a trip, according to a number of risk factors such as lead time, trip duration, and an array of other factors. In some cases, prices for Trip-related Fees are set to offset the expected increased cost to the platform from riskier trips. Additionally, our dynamic pricing may improve revenue yield by incentivizing guests to book longer trips, thereby increasing the average order value and associated service revenue and host earnings.

The subscriptions that we charge to hosts vary by geography and typically include a Connect Subscription to access our connected car technology and may also include a Parking Subscription. Fees charged to hosts are independent of booking activity.

The revenue-generating components of a booked trip within our two-sided marketplace include:

Accordingly, under our model, our revenue consists of the commission that we charge to the host and 100% of the Trip-related Fees, which are net of reimbursements that may have been passed through to the host.

The table below shows the components of an illustrative booked trip, which is typically less than one day. Gross Booking Value and Net Marketplace Value in the table below exclude subscriptions charged to hosts and also exclude reductions in revenue resulting from incentive and refund payments made to hosts and guests. See the sections titled “— Key Business Metrics” and “— Non-GAAP Financial Measures” below for more information on the calculation of these metrics. For illustration purposes, we included a common reimbursement line item for incidental charges and an example of a local sales tax (which we collect and remit to local authorities in certain jurisdictions).

We have three revenue streams: Carsharing Revenue, Connect Subscription Revenue, and Parking Revenue.

We generate substantially all of our revenue from our peer-to-peer carsharing marketplace platform that connects hosts and guests. We refer to that revenue stream as “Carsharing Revenue.” Carsharing Revenue is derived from trip reservation and other trip fees collected from guests who book and rent vehicles from the hosts through our platform at a mutually agreed upon rate. Within Europe, we are an intermediary of a sale of third-party vehicle insurance coverage to the guests during the booking process. We charge a nominal amount in exchange for being the intermediary in the sales transaction. Carsharing Revenue is presented net of payments due to hosts given that we act as an intermediary in the arrangement between the host and the guest.

We generate additional revenue from hosts’ subscriptions for the use of IoT hardware devices installed in certain cars, including the Getaround Connect IoT device. We refer to that revenue stream as “Connect Subscription Revenue”.

Carsharing Revenue and Connect Subscription Revenue are presented on a combined basis as “Service revenue” in our consolidated financial statements. Carsharing revenue represents substantially all of our Service Revenue as Connect Subscription Revenue has not been material in the periods presented.

The principal drivers of fluctuations in our Service revenue from period to period are our directed revenue management efforts, such as deliberate changes in pricing and availability optimization, and to a lesser extent, changes in the relative mix of cars on our marketplace, the relative mix of customer-specific use cases at a point in time (e.g., vacation travels and local trips), the scale of different cities across North America and Europe, foreign currency exchange rates, and the local pricing optimizations performed on a per-car and per-trip basis by our dynamic pricing system.

We also generate revenue by subleasing, on a monthly basis, dedicated parking spaces to our hosts. We refer to that revenue stream as “Parking revenue” and present it as “Lease revenue” in our consolidated financial statements.

Our Total Revenues are presented net of incentives and refunds. Please refer to Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for additional details on our revenue recognition policy.

Cost of Revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating our platform. Cost of revenue (exclusive of amortization and depreciation) captures the costs directly related to and necessary for realization of transactions between the hosts and the guests through Company’s marketplace platform, other than the amortization of

its platform technology. Cost of Revenue does not include depreciation and amortization. Cost of Revenue (exclusive of depreciation and amortization) may vary as a percentage of Total Revenues from year to year depending on booking activity on our marketplace.

Sales and marketing expenses consist primarily of online digital advertising, brand advertising, out of home and outdoor advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of our salesforce and marketing teams. We expect that our sales and marketing expense will vary from period to period as a percentage of net revenue for the foreseeable future.

Operations and support expense primarily consists of trip support costs, compensation and related expenses of operations personnel, driver’s license and identity checks, parking space lease expense, onboarding expenses and other operating costs. Trip support costs consist of auto insurance, insurance claims support and customer relations costs.

We expect that our operations and support costs will continue to increase for the foreseeable future to the extent that we continue to see growth in our key business metrics. Operations and support expenses may vary as a percentage of Total Revenues from year to year.

Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of our software, hardware, and user experience. We expect that our technology and product development expenses vary from period to period as a percentage of Total Revenues for the foreseeable future.

General and administrative expenses consist primarily of office space and facilities, non-auto insurance, professional services, business tools and subscriptions, bad debt and compensation and related personnel costs of our administrative teams. We expect that we will incur additional general and administrative expenses as a result of operating as a public company. We expect that our general and administrative expenses will vary as a percentage of Total Revenues from period to period over the short term and decrease as a percentage of Total Revenues over the long term.

Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. We expect that our depreciation and amortization expenses will vary as a percentage of Total Revenues from period to period over the short term and decrease as a percentage of Total Revenues over the long term.

Certain debt instruments issued by Getaround are carried at fair value on our balance sheet. Changes in fair value of those instruments are captured in our results of operation. Convertible promissory note and securities fair value adjustment consists of unrealized gains and losses as a result of marking our convertible promissory notes to fair market value at the end of each reporting period. We will continue to recognize changes in the fair value of such instruments until each respective instrument is exercised, repaid, or qualifies for equity classification. For additional information on securities carried at fair value and fair value measurement please refer to Note 3 - Fair Value Measurement to our consolidated financial statements included herein.

Certain warrants issued by Getaround are deemed to be a liability for accounting purposes and are therefore carried at fair value on our balance sheet. Changes in the fair value of those liabilities are captured in our results of operations. Warrant liability fair value adjustment consists of unrealized gains and losses as a result of marking our liability classified warrants to fair market value at the end of each reporting period. We will continue to recognize changes in the fair value of such warrants until each respective warrant is exercised, expired, or qualifies for equity classification. For additional information on securities carried at fair value and fair value measurement please refer to Note 3 – Fair Value Measurement to our consolidated financial statements included herein.

Interest expense is associated with our outstanding debt, including amortization of debt discounts and issuance costs.

Other income (expense), net consists of various, individually immaterial items that are not directly related to operations of Getaround.

Income tax benefit consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance against our U.S. deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.

The results of operations presented below should be reviewed in conjunction with the unaudited interim consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

The following table summarizes our consolidated statements of operations and comprehensive loss for each of the periods presented:

The following table sets forth the components of our consolidated statements of operations and comprehensive loss for each of the periods presented as a percentage of Total Revenues:

For the three months ended June 30, 2023, the Company’s total revenues increased by $2.8 million, or 18%, compared to the prior year. This change was primarily driven by incremental Service revenue of $4.4 million arising from the investment in acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Additionally overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence (AI) risk and pricing optimization model aimed to improve the safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip. With Getaround TrustScore, we expect to be able to more accurately price risk on trips, provide upfront transparency for what guests should expect to pay while reducing our Trip support costs, inclusive of claims and insurance costs. Using this next-generation AI system we expect that insurance and claims costs will be reduced by up to 50%.

Service revenue increased by $2.8 million, or 18%, driven primarily by incremental Service revenue of $4.4 million arising from the acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Furthermore, our overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. Additionally, we reduced incentives to attract new customers onto the marketplace, a contra-revenue component of our Service revenue, by $0.9 million. These increases were partially offset by the temporary impact of our Getaround TrustScore. Release of the latest version of our TrustScore resulted in an overall reduction of rented hours and a corresponding reduction in Service revenue. We

expect that this reduction will be more than offset by a reduction in the claims cost in the coming period. See “Key Business Metrics” below for a discussion of GBV.

Lease revenue increased by a total of $9.0 thousand, or 2%, primarily due to Hosts’ greater utilization of parking locations within our marketplace of parking providers, which increased the overall number of parking spaces generating Lease revenue.

Total cost of revenue (exclusive of depreciation and amortization) increased $0.4 million, or 29%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. Cost of revenue varies with both the price and number of the transactions, which impact transaction processing fees, as well as with overall platform traffic, including research and development activities, on our platform that impacts the hosting charges. The overall increase is largely attributable to the augmentation of our operations in connection with the 2023 Business Combination (see Note 3 — Business Combination to our consolidated financial statements included herein).

Sales and marketing expense decreased $1.5 million, or 16% for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The decrease was primarily attributable to a decrease of $0.3 million in advertising and related expenses pursuant to our cost control oriented operating strategy, as well as to a $1.1 million decrease in compensation expense, of which $0.2 million is related to a decrease in stock-based compensation expense, as a result of the restructuring plan we commenced executing early in the year.

Operations and support expenses increased $1.9 million, or 14%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The increase was primarily attributable to a $1.2 million increase in compensation expense, $0.3 of which is related to an increase in stock-based compensation expense, driven primarily by acquisition of key employees of HyreCar Inc., and a $1.2 million net increase in insurance and claims expenses driven primarily by a $2.7 million of incremental claims expense arising from the addition of operations resulting from the 2023 Business Combination in which we acquired substantially all assets of HyreCar Inc.(see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by improvements in operations and support costs driven by Getaround TrustScore.

In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence risk and pricing optimization model aimed to improve the safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip. With Getaround TrustScore, we expect to be able to more accurately price risk on trips, provide upfront transparency for what guests should expect to pay while reducing our Trip support costs, inclusive of claims and insurance costs. Using this next-generation AI system we expect that insurance and claims costs will be reduced by up to 50%. The Getaround TrustScore has not yet been applied to trips booked through the HyreCar platform or the Getaround platform in Europe.

Technology and product development costs decreased $0.2 million, or 5%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The decrease was primarily driven by capitalization of value of our marketplace platform development work in the amount of $1.0 million. This decrease was partially offset by $0.6 million increase in stock-based compensation expense.

General and administrative expenses decreased $0.3 million, or 2%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The decrease was largely attributable to a $1.0 million increase in compensation and related expense, inclusive of $0.4 million increase in stock-based compensation primarily driven by the acquisition of certain employees of HyreCar Inc., and $0.3 million increase in excess and directors and officers insurance cost (see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by a $0.9 million decrease in legal professional services following the completion of the 2022 Business Combination and $0.4 million decrease in recruiting costs as we reached our hiring targets. Additionally, bad debt decreased by $1.2 million driven by our risk and pricing strategy improvements through deployment of the Getaround TrustScore.

Depreciation and amortization expense increased by $0.7 million, or 25%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The increase is primarily driven by the increase in amortization expense related to the newly acquired intangible assets as part of the Business Combination (see Note 3 — Business Combination to our consolidated financial statements included herein). This increase was partially offset by the impact of a decrease in value of the Euro as compared to the U.S. Dollar.

We have elected to carry some of our convertible debt at fair value, and we continue to do so, which, at times, subjects such debt to significant fair value fluctuations. The convertible promissory note and securities fair value adjustment changed by $4.8 million, or 187%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022, following the change in the fair value of the outstanding convertible promissory notes and securities. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statements included elsewhere in this document for additional details on fair valuation of underlying securities.

Warrant liability fair value adjustment changed by $9.7 million, or 102%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. Change in fair value of the warrant liability fluctuates with the changes in the fair value of the underlying securities. Please refer to Note 4 – Fair Value Measurements to our consolidated financial statements included in this document for additional details on fair valuation of underlying warrants.

Interest income (expense), net, changed by $2.7 million, or 103%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The increase was primarily driven by a decrease in our long-term debt carried at cost. There was $75.0 million in notes payable issued in October of 2021 that resulted in net interest expense being recognized during the six months ended June 30, 2022. This debt was paid off in connection with the Business Combination in December 2022.

Other income (expense), net changed by $0.4 million, or 67%, for the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. The decrease was primarily a result of a change in realized and unrealized foreign currency exchange gains and losses, and a mix of miscellaneous expenses unrelated to our core operations.

Income tax benefit remained substantially the same during the three months ended June 30, 2023, as compared to the three months ended June 30, 2022. Changes in our income tax benefit are primarily attributable to our international operations.

We view and operate our business as one operating segment. Refer to Note 17 — Segment and Geographical Area Information to our consolidated financial statements included herein for additional details on this determination.

We use the following key business metrics to measure our performance, identify trends relevant to our business, formulate financial projections and operating plans, and make strategic decisions. As a marketplace platform we have two main key business metrics: Gross Booking Value and Trips.

Gross Booking Value (“GBV”) represents the dollar value of all service transactions on our platform during a period, charged to both guests and hosts, net of cancellations. This includes charges for transactions resulting from all revenue generating activities, inclusive of all pass-through fees and taxes, net of lease revenue. As such, we consider GBV to be a key indicator of our market scale. Growth of GBV reflects our ability to attract and retain guests and hosts on our platform.

For the three months ended June 30, 2023, GBV amounted to $53.6 million, an increase of $7.1 million, or 15%, from the same period in the year prior, primarily attributable to the $8.6 million of incremental GBV arising from the HyreCar acquisition improvements in revenue management which generated higher GBV per Trip, partially offset by the temporary reduction in revenue driven by the launch of our Getaround TrustScore, as discussed under the Total Revenues paragraph herein.

Trips are a measure of unit transactions in our marketplace, one of the key variables impacting our service revenue. Trips represent the number of non-cancelled unique bookings that ended during the period, net of trips contributing to lease revenue. A Trip represents a single unit of transaction on our platform. We expect the number of Trips to grow as we attract prospective guests to the platform and as already existing cohorts of guests increase their activity on our platform.

For the three months ended June 30, 2023, we facilitated 257 thousand Trips, a decrease of four thousand or 1% from the 261 thousand Trips during the same period in the year prior. The overall decrease in Trips is largely attributable to the reduction in direct marketing investments, combined with the impact of Getaround TrustScore and investment in acquisition of the assets of HyreCar Inc. which traditionally attracted Guests who booked fewer longer trips rather than more frequent shorter trips.

We use Net Marketplace Value, Trip Contribution Profit, Trip Contribution Margin and Adjusted EBITDA, each of which are non-GAAP financial measures, in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with the Getaround Board concerning our financial performance. Our definitions of these non-GAAP financial measures may differ from definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar financial measures. Furthermore, these financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Additionally, a limitation of NMV is that it is a measure that we have defined for internal purposes that may be unique to us, and therefore may not enhance the comparability of our results to other companies in our industry that have similar arrangements but present the impact of fees and commissions differently. Thus, these non-GAAP financial measures should be considered in addition to, and not as a substitute for, or in isolation from, financial measures prepared in accordance with GAAP.

We compensate for these limitations by providing a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure, and to view the non-GAAP financial measures in conjunction with their most directly comparable GAAP financial measures.

Net Marketplace Value (“NMV”) represents the dollar value of all transactions on our platform contributing to service revenue during a period, charged to both guests and hosts, net of cancellations, hosts’ earnings, incentives, and pass-throughs. NMV does not represent revenue earned by us and is not a substitute for service revenue, which consists of carsharing revenue and Connect subscription revenue recorded in accordance with GAAP. We believe that NMV is a meaningful measure of our operating performance because our ability to generate increases in NMV is strongly correlated to our ability to generate increases in total revenue. Management uses NMV as supplemental information to evaluate the global dollar value of transactions on our platform contributing to service revenue, understand our business and make operating decisions because service revenue by itself is not comparable across geographies due to the accounting treatment and contractual differences in trip insurance related charges to guests. While revenue generated in the United States includes amounts of insurance billed to the guest and recognized as Service Revenue under GAAP, revenue generated in the rest of the world excludes such amounts where guests contract directly with our insurance partners via our marketplace.

The following tables present a reconciliation of NMV from the most comparable GAAP measure, Service Revenues, for the periods presented:

For three months ended June 30, 2023, NMV amounted to $24.3 million, an increase of $3.3 million, or 16%, from the $21.0 million for the year prior. The change was primarily driven by a $0.5 million increase in the sale of European insurance and a $2.8 million increase in Service revenue, discussed elsewhere in this analysis.

Trip Contribution Profit is defined as our gross profit from Service revenue adjusted for: (i) cost of Service revenue, amortization and depreciation; and (ii) trip support costs, which consist of auto insurance expenses, claims support and customer relations costs. We define Trip Contribution Margin as Trip Contribution Profit divided by Service revenue recognized during the period presented. We believe these measures are leading indicators of our ability to achieve profitability and sustain or increase it over time. Trip Contribution Profit and Trip Contribution Margin are measures we use to understand and evaluate our operating performance and trends. Trip Contribution Profit and Trip Contribution Margin have generally increased over the periods as Service revenue increased while costs considered in the calculation of Trip Contribution Profit decreased as a percentage of Total Revenues.

The following tables present a reconciliation of Trip Contribution Profit from the most comparable GAAP measure, gross profit from Service revenue, for the periods presented:

For the three months ended June 30, 2023, Trip contribution profit amounted to $7.9 million, an increase of $1.0 million, or 14%, from the year prior. The change is attributable to a $1.4 million net increase in Trip support costs primarily driven by $3.0 of incremental cost of operations arising from the newly acquired assets of HyreCar Inc. (see Note 3 — Business Combination to our consolidated financial statements included herein) and $0.3 million increase in cost of Service revenue, partially offset by an increase in Service revenue of $2.8 million.

For the three months ended June 30, 2023, our Trip Contribution Margin was 43%, an decrease from our Trip Contribution Margin of 45% in the same period of the year prior. The reduction in our Trip Contribution Margin is largely attributable to an increase in Trip support costs and an increase in Cost of Service revenue discussed above.

We define Adjusted EBITDA as net income adjusted for: (i) fair value adjustment of instruments carried at fair value; (ii) interest income (expense) and other income (expense); (iii) income tax provision; (iv) depreciation and amortization; (v) stock-based compensation expense; (vi) contingent compensation; and (vii) certain expenses determined to be incurred outside of the regular course of business which includes: certain legal settlements and business combination-related legal fees, and investments in preparation of going public, initial implementation projects and transaction costs associated with proposed business combinations that are not subject to deferral. Adjusted EBITDA is a key performance measure that we use to assess operating performance and operating leverage of our business. As Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. Accordingly, we believe that Adjusted EBITDA provides useful to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. The items excluded from our Adjusted EBITDA calculation are either non-cash in nature, or not driven by core results of recurring operations and therefore not predictable or recurring, rendering comparisons with prior periods and competitors less meaningful.

The following tables present a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, Net Loss, for the periods presented:

For the three months ended June 30, 2023, Adjusted EBITDA was a loss of $22.4 million, a favorable change by $2.0 million, or 8%, from the loss of $24.3 million from the same period in the year prior, driven primarily by reduction in marketing expenses.

The following table summarizes our consolidated statements of operations and comprehensive loss for each of the periods presented:

The following table sets forth the components of our consolidated statements of operations and comprehensive loss for each of the periods presented as a percentage of Total Revenues:

For the six months ended June 30, 2023, the Company’s total revenues increased by $1.9 million, or 7%, compared to the prior year. This change was primarily driven by incremental Service revenue of $4.4 million arising from the investment in acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Additionally overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence (AI) risk and pricing optimization model aimed to improve the safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip. With Getaround TrustScore, we expect to be able to more accurately price risk on trips, provide upfront transparency for what guests should expect to pay while reducing our Trip support costs, inclusive of claims and insurance costs. Using this next-generation AI system we expect that insurance and claims costs will be reduced by up to 50%.

Service revenue increased by $1.8 million, or 7%, driven primarily by incremental Service revenue of $4.4 million arising from the investment in acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Furthermore, our overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. Additionally, we reduced incentives to attract new customers onto the marketplace, a contra-revenue component of our Service revenue, by $0.6 million. See “Key Business Metrics” below for a discussion of GBV.

Lease revenue increased by a total of $42.0 thousand, or 6%, primarily due to Hosts’ greater utilization of parking locations within of our marketplace of parking providers, which increased the overall number of parking spaces generating Lease revenue.

Total cost of revenue (exclusive of depreciation and amortization) increased $0.8 million, or 33%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. Cost of revenue varies with both the price and number of the transactions, which impact transaction processing fees, as well as with overall traffic, including research and development activities, on our platform that impacts the hosting charges. The overall increase is largely attributable to the augmentation of our operations in connection with the 2023 Business Combination (see Note 3 — Business Combination to our consolidated financial statements included herein).

Sales and marketing expense decreased $4.8 million, or 30% for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The decrease was primarily attributable to a decrease of $2.8 million in advertising and related expenses, as well as to a $2.0 million decrease in compensation expense, of which $0.4 million is related to a decrease in stock-based compensation expense as a result of the restructuring plan we commenced executing early in the year.

Operations and support expenses increased $3.0 million, or 12%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The increase was primarily attributable to a $2.5 million increase in compensation expense, $0.8 of which is related to an increase in stock-based compensation expense, driven primarily by acquisition of key employees of HyreCar Inc., and a $1.0 million net increase in insurance and claims expenses driven primarily by a $2.7 million of incremental claims expense arising from the addition of operations resulting from the 2023 Business Combination in which we acquired substantially all assets of HyreCar Inc.(see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by improvements in operations and support costs driven by Getaround TrustScore.

Technology and product development costs decreased $0.6 million, or 7%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The decrease was primarily driven by capitalization of value of our marketplace platform development work in the amount of $2.2 million. This decrease was partially offset by $1.1 million increase in stock-based compensation expense.

General and administrative expenses increased $1.0 million, or 4%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The increase was largely attributable to a $2.8 million increase in compensation and related expense, inclusive of $1.3 million increase in stock-based compensation primarily driven by the acquisition of certain employees of HyreCar Inc., and $0.8 million increase in excess and directors and officers insurance cost (see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by a $1.3 million decrease in legal professional services following the completion of the 2022 Business Combination and $0.7 million decrease in recruiting costs as we reached our hiring targets. Additionally, bad debt decreased by $1.3 million driven by our risk and pricing strategy improvements through deployment of the Getaround TrustScore.

Depreciation and amortization expense decreased by $0.4 million, or 8%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The increase is primarily driven by the increase in amortization expense related to the newly acquired intangible assets as part of the Business Combination (see Note 3 — Business Combination to our consolidated financial statements included herein). This increase was partially offset by the impact of a decrease in value of the Euro as compared to the U.S. Dollar.

We have elected to carry some of our convertible debt at fair value, and we continue to do so, which, at times, subjects such debt to significant fair value fluctuations. The convertible promissory note and securities fair value adjustment changed by $1.1 million, or 62%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022, following the change in the fair value of the outstanding convertible promissory notes and securities. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statement included elsewhere in this document for additional details on fair valuation of underlying securities.

Warrant liability fair value adjustment changed by $8.9 million, or 102%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. Change in fair value of the warrant liability fluctuates with the changes in the fair value of the underlying securities. Please refer to Note 4 – Fair Value Measurements to our consolidated financial statement included in this document for additional details on fair valuation of underlying warrants.

Interest income (expense), net, changed by $5.5 million, or 105%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The increase was primarily driven by a decrease in our long-term debt carried at cost. There was $75.0 million in notes payable issued in October of 2021 that resulted in net interest expense being recognized during the six months ended June 30, 2022. This debt was paid off in connection with the Business Combination in December 2022.

Other income (expense), net changed by $0.3 million, or 42%, for the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. The decreased was primarily a result of a change in realized and unrealized foreign currency exchange gains and losses, and a mix of miscellaneous expenses unrelated to our core operations.

Income tax benefit remained substantially the same during the six months ended June 30, 2023, as compared to the six months ended June 30, 2022. Any changes in our income tax benefit are primarily attributable to our international operations.

For the six months ended June 30, 2023, GBV amounted to $85.5 million, an increase of $6.2 million, or 9%, from the same period in the year prior, primarily attributable to the $8.6 million of incremental GBV arising from the HyreCar acquisition improvements in revenue management which generated higher GBV per Trip, partially offset by the temporary reduction in revenue driven by the launch of our Getaround TrustScore, as discussed under the Total Revenues paragraph herein.

For the six months ended June 30, 2023, we facilitated 453 thousand Trips, an decrease of two thousand or 1% from the 455 thousand Trips during the same period in the year prior. The overall decrease in Trips is largely attributable to the reduction in direct marketing investments, combined with the impact of Getaround TrustScore and the investment in acquisition of the assets of HyreCar Inc. which traditionally attracted Guests who booked fewer longer trips rather than more frequent shorter trips.

revenue. Management uses NMV as supplemental information to evaluate the global dollar value of transactions on our platform contributing to service revenue, understand our business and make operating decisions because service revenue by itself is not comparable across geographies due to the accounting treatment and contractual differences in trip insurance related charges to guests. While revenue generated in the United States includes amounts of insurance billed to the guest and recognized as Service Revenue under GAAP, revenue generated in the rest of the world excludes such amounts where guests contract directly with our insurance partners via our marketplace.

The following tables present a reconciliation of NMV from the most comparable GAAP measure, Service Revenues, for the periods presented:

For six months ended June 30, 2023, NMV amounted to $39.8 million, an increase of $2.7 million, or 7%, from the $37.1 million for the year prior. The change was primarily driven by a $0.9 million increase in the sale of European insurance and a $1.8 million increase in Service revenue, discussed elsewhere in this analysis.

The following tables present a reconciliation of Trip Contribution Profit from the most comparable GAAP measure, gross profit from Service revenue, for the periods presented:

For the six months ended June 30, 2023, Trip contribution profit amounted to $12.8 million, a decrease of $0.2 million, or 2%, from the year prior. The change is attributable to a $1.3 million net increase in Trip support costs primarily driven by incremental cost

of operations arising from the newly acquired assets of HyreCar Inc. (see Note 3 — Business Combination to our consolidated financial statements included herein) and $1.1 million increase in cost of Service revenue, partially offset by an increase in Service revenue of $1.8 million.

For the six months ended June 30, 2023, our Trip Contribution Margin was 43%, a reduction from our Trip Contribution Margin of 47% in the same period of the year prior. The reduction in our Trip Contribution Margin is largely attributable to an increase in Trip support costs and an increase in Cost of Service revenue discussed above.

The following tables present a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, Net Loss, for the periods presented:

For the six months ended June 30, 2023, Adjusted EBITDA was a loss of $42.2 million, a favorable change by $3.2 million, or 7%, from the loss of $45.4 million from the same period in the year prior, driven primarily by reduction in marketing expenses.

Our principal sources of liquidity have historically consisted of cash generated from our financing activities. As of June 30, 2023, our principal sources of liquidity were cash and cash equivalents of $24.7 million, exclusive of restricted cash of $3.6 million. Cash and cash equivalents consisted of institutional money market funds, and similar instruments that have an original maturity date of less than six months and are readily convertible into known amounts of cash. Restricted cash consists of letters of credit collateralizing lease agreements.

As noted above, Legacy Getaround consummated the Business Combination with InterPrivate II on December 8, 2022. Redemptions of Class A Common Stock prior to the 2022 Business Combination significantly reduced the proceeds from the transaction and resulted in the Company having insufficient capital to fund its business operations and continue as a going concern within at least one year from the transaction date. As a result, we have sought, and expect to continue to seek additional sources of capital in the near term.

We have incurred cumulative losses from inception through June 30, 2023 and expect to incur additional losses for the foreseeable future. Our ability to fund our operations and capital expenditures beyond our current cash, cash equivalents and marketable securities resources will depend on our ability to generate cash from operating activities which is subject to future

operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. We expect operating losses and negative cash flows to continue for the foreseeable future as we continue to develop and promote our platform, as well as to grow our marketplace globally. Our future capital requirements depend on many factors, including our needs to support our business growth, to respond to business opportunities, challenges, or unforeseen circumstances, or for other reasons. As a result, we may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued.

The following tables presents the summary cash flow information for the periods indicated:

During the six months ended June 30, 2023 and 2022, cash flows used in operating activities were $28.6 million and were $36.6 million, respectively. Comparability of operating cash flows between comparable periods was impacted by changes in working capital primarily driven by following factors: (i) sales volumes and timing of collections, (ii) volume of purchases and timing of payments, (iii) timing and volume of payments related to the cash portion of the contingent compensation liability incurred in connection with the 2019 Acquisition, and (iv) fluctuations in liability from obligation to remit insurance fees collected on behalf of an insurance company in Europe due to the timing of payments.

During the six months ended June 30, 2023, cash flows used in investing activities amounted to $10.5 million, consisting of $0.5 million in purchases of property and equipment, $2.2 million of capitalized software, and $7.8 million related to the acquisition of Hyrecar.

Net cash used in investing activities during the six months ended June 30, 2022 amounted to $1.1 million, consisting of $1.1 million in purchases of property and equipment.

Net cash used in financing activities was $0.7 million during the six months ended June 30, 2023, consisting of repayment of PGE Loan.

Net cash provided by financing activities was $29.6 million for the six months ended June 30, 2022, primarily consisting of $25.0 million from proceeds from the issuance of Bridge Loans, $4.8 million from related party advance on financing, partially offset by $0.2 million repayment of the PGE Loan.

Contractual obligations are cash amounts that we are obligated to pay as part of certain contracts that we have entered into during the normal course of business. Below is a table that shows our contractual obligations as of June 30, 2023:

The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a material penalty are not included in the table above.

We are involved in claims, lawsuits, indirect tax matters, and proceedings arising from the ordinary course of our business. Legal fees and other expenses associated with such actions are expensed as incurred. We record a provision for a liability when we determine that a loss-related matter is both probable and reasonably estimable. We disclose material contingencies when we believe that a loss is not probable but reasonably possible and can be reasonably estimated. These claims, suits, and proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Determining both probability and the estimated amount is inherently uncertain and requires making numerous judgments, assumptions, and estimates. Many of these legal and tax contingencies can take years to resolve. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.

The financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures of contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis. Estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates.

We deem our critical accounting policies and estimates to be as follows: Business combination accounting (see Note 1 - Nature of Business and Basis of Presentation); Revenue Recognition under ASC 606 - Revenue from contracts with customers; Stock-Based Compensation under ASC 718 - Compensation—Stock Compensation; Costs and expenses; and Goodwill and other intangible assets under ASC 350 Intangibles—Goodwill and Other. For a description of our significant accounting policies (See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included herein).

The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our financials are described below.

We measure fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. We use significant unobservable inputs to estimate the fair value of certain assets and liabilities.

Company Valuation and Fair Value Calculation of Convertible Redeemable Preferred Stock Warrants & Common Stock Warrant Liability, and Convertible Promissory Notes

In the absence of a public trading market, prior to the closing of the 2022 Business Combination the fair value of our common stock was determined by the Getaround Board. The Getaround Board considers numerous objective and subjective factors to determine the fair value of our common stock at each meeting in which awards are approved. The factors considered include, but are not limited to:

The fair value of our common stock was determined with an option pricing method (“OPM”) that utilizes both income and market approaches, which are probability weighted depending on the scenario of (i) a consummation of a business combination transaction with a special purpose acquisition company or (ii) remaining private.

The valuation methodology utilized under the remain private scenario was determined by first valuing our total equity, as of the end of each reporting period. This value was determined utilizing both income and market approaches which were weighted equally in the valuation. The income approach was applied through the use of a discounted cash flow analysis and the market approach was applied through the use of guideline public company multiples that were used to value our company under certain scenarios.

In determining the value under the consummation of a business combination transaction with a special purpose acquisition company scenario, we utilized the preliminary terms of the letter of intent with such special purpose acquisition company. In addition, as the letter of intent provides shareholders the right to receive an earnout, we determined the probability-weighted value per share associated with the earnout by utilizing a Monte Carlo simulation to determine the probability of achieving the earnout and its fair value.

The fair value of our redeemable convertible preferred and common stock warrants is estimated based on the probability weighted average values from (i) a Black-Scholes calculation and (ii) the fair value calculated from the Company Valuation OPM under the scenario of remaining private. The value from the Black-Scholes calculation reflects the value in an initial public offering scenario with the contractual term of the warrants, which is weighted by an estimated probability of a potential initial public offering at the applicable valuation. The value from the OPM reflects the value in an alternative exit scenario at which point the warrants were expected to be exercised. The OPM value was weighted by an estimated probability of a potential alternative exit event at the applicable valuation date.

The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred and common stock warrants include:

In determining the fair value of the Mudrick Convertible Notes, the Company used a Monte Carlo simulation or a scenario-based method. The valuation method utilized implied negotiated discount rates and market yield factors that are unobservable inputs.

We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant date fair value using an option-pricing model is affected by our estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. These variables include our expected stock price volatility over the expected term of the award,

actual and projected employee stock option exercise behaviors, risk-free interest rate for the expected term of the award and expected dividends. Stock-based compensation is recognized on a straight-line basis over the requisite service period. These amounts are reduced by forfeitures as the forfeitures occur.

For information on recently issued accounting pronouncements (See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements included this prospectus).

There have been no material changes in our market risk as compared to the disclosures in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on November 16, 2023.

There have been no material changes in our controls and procedures as compared to the disclosures in Part II, Item 9A in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on November 16, 2023.

For a discussion of legal proceedings, see “Note 12: Commitments and Contingencies” of the notes to the condensed consolidated financial statements in this Form 10-Q.

Our business is subject to numerous risks and uncertainties, including those described in Part I. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, under the section entitled “Risk Factors,” that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. You should carefully consider the Risk Factors, together with all of the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. The occurrence of one or more of the events or circumstances described in the Risk Factors, alone or in combination with other events or circumstances, may adversely affect our ability to realize the anticipated benefits of the Business Combination and may harm our business.

There have been no material changes to the Risk Factors described in Part I. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Delaware	85-3122877
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
55 Green Street, San Francisco, California	94111
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GETR	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share	GETR WS	The New York Stock Exchange


		Page

	Cautionary Note Regarding Forward-Looking Statements	1

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	51

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53


	June 30, 2023			December 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	24,658		$	64,294
Restricted cash		3,600			3,600
Accounts receivable, net		388			533
Prepaid expenses and other current assets		8,296			6,084
Total Current Assets	$	36,942		$	74,511
Property and equipment, net		9,723			10,451
Operating lease right-of-use assets, net		12,747			13,284
Goodwill		94,073			92,728
Intangible assets, net		18,203			11,028
Deferred tax assets		—			46
Other assets		3,803			3,371
Total Assets	$	175,491		$	205,419
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	7,497		$	3,652
Accrued host payments and insurance fees		19,508			11,780
Operating lease liabilities, current		2,091			1,923
Notes payable, current		1,147			1,211
Warrant commitment liability		—			320
Other accrued liabilities		42,615			37,360
Deferred revenue		2,774			698
Total Current Liabilities	$	75,632		$	56,944
Notes Payable		2,661			3,198
Convertible notes payable ($56,067 and $56,743 measured at fair value, respectively)		56,166			56,842
Operating lease liabilities (net of current portion)		16,639			17,715
Deferred tax liabilities		557			973
Warrant liability		113			247
Total Liabilities	$	151,768		$	135,919
Commitments and contingencies (Note 12)
Stockholders’ Equity
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 92,127,253 and 92,085,974 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	$	9		$	9
Additional paid-in capital		852,944			845,888
Stockholder notes		(8,284	)		(8,284	)
Accumulated deficit		(815,077	)		(762,009	)
Accumulated other comprehensive loss		(5,869	)		(6,104	)
Total Stockholders’ Equity	$	23,723		$	69,500
Total Liabilities and Stockholders’ Equity	$	175,491		$	205,419


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Service revenue	$	18,224		$	15,405		$	29,423		$	27,612
Lease revenue		396			387			717			675
Total Revenues	$	18,620		$	15,792		$	30,140		$	28,287

Costs and Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below):
Service	$	1,730		$	1,340		$	3,075		$	2,315
Lease		36			34			75			57
Sales and marketing		7,728			9,195			11,368			16,159
Operations and support		16,024			14,090			28,126			25,141
Technology and product development		4,291			4,538			8,130			8,709
General and administrative		14,194			14,494			28,562			27,585
Depreciation and amortization		3,297			2,639			5,779			5,348
Total Operating Expenses	$	47,300		$	46,330		$	85,115		$	85,314
Loss from Operations	$	(28,680	)	$	(30,538	)	$	(54,975	)	$	(57,027	)
Other Income (Expense)
Convertible promissory note fair value adjustment		(2,244	)		2,583			676			1,756
Warrant fair value adjustment		184			(9,548	)		173			(8,717	)
Interest income (expense), net		78			(2,630	)		284			(5,243	)
Other income (expense), net		185			557			395			686
Total Other Income (Expense)	$	(1,797	)	$	(9,038	)	$	1,528		$	(11,518	)
Loss, before Benefit for Income Taxes	$	(30,477	)	$	(39,576	)	$	(53,447	)	$	(68,545	)
Income Tax Benefit		(208	)		(157	)		(379	)		(381	)
Net Loss	$	(30,269	)	$	(39,419	)	$	(53,068	)	$	(68,164	)
Foreign Currency Translation (Loss) Gain		(586	)		(9,017	)		235			(11,506	)
Comprehensive Loss	$	(30,855	)	$	(48,436	)	$	(52,833	)	$	(79,670	)

Net Loss Per Share Attributable to Stockholders (Note 15):
Basic		(0.33	)		(1.75	)		(0.57	)		(3.04	)
Diluted		(0.33	)		(1.75	)		(0.57	)		(3.04	)
Weighted average shares outstanding (Basic and Diluted)		92,608			22,510			92,461			22,431


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


	Mezzanine Equity				Stockholders’ Deficit
															Additional					Accumulated Other			Total
	Shares		Amount		Shares		Amount		Treasury Stock			Stockholder Notes			Paid-in Capital		Accumulated Deficit			Comprehensive Income			Stockholders’ Equity
Balance, December 31, 2021		40,182,816	$	410,368		25,536,563	$	1	$	(661	)	$	(14,478	)	$	237,578	$	(625,944	)	$	2,283		$	(401,221	)
Stock option exercises		—		—		34,552		—		—			—			60		—			—			60
RSU vested		—		—		221,054		—		—			—			—		—			—			—
Stock-based compensation		—		—		—		—		—			—			3,670		—			—			3,670
Exercise of Series E-3 Preferred stock warrant into 79,704 Series E-3 convertible preferred stock		79,704		408		—		—		—			—			—		—			—			—
Common stock issued to extinguish the outstanding contingent compensation liability		—		—		935,005		—		—			—			4,642		—			—			4,642
Foreign currency translation loss		—		—		—		—		—			—			—		—			(11,506	)		(11,506	)
Net loss		—		—		—		—		—			—			—		(68,164	)		—			(68,164	)
Balance, June 30, 2022		40,262,520	$	410,776		26,727,174	$	1	$	(661	)	$	(14,478	)	$	245,950	$	(694,108	)	$	(9,223	)	$	(472,519	)


	Common Stock							Additional					Accumulated Other			Total
	Shares		Amount		Stockholder Notes			Paid-in Capital		Accumulated Deficit			Comprehensive Income			Stockholders’ Equity
Balance, December 31, 2022		92,085,974		9		(8,284	)		845,888		(762,009	)		(6,104	)		69,500
Stock-based compensation		—		—		—			6,406		—			—			6,406
RSU Vested		41,279		—		—			—		—			—			—
Commitment to issue common stock for iHM prepaid ad		—		—		—			370		—			—			370
Issuance of warrants in connection with Mudrick Convertible Promissory notes		—		—		—			280		—			—			280
Foreign currency translation loss		—		—		—			—		—			235			235
Net loss		—		—		—			—		(53,068	)		—			(53,068	)
Balance, June 30, 2023		92,127,253		9		(8,284	)		852,944		(815,077	)		(5,869	)		23,723


	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Cash Flows from Operating Activities
Net loss	$	(53,068	)	$	(68,164	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,779			5,348
Provision for bad debts		3,880			5,151
Stock-based compensation		6,406			3,670
Change in fair value - convertible instrument liability		(676	)		(1,756	)
Change in fair value – warrant liability		(174	)		8,717
Non-cash interest expense		—			3
Non-cash lease expense		553			457
Amortization of debt issuance costs		—			396
Loss (gain) from disposal of property and equipment		(21	)		1
Loss (gain) from foreign currency remeasurement		265			20
Net changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(3,730	)		(5,124	)
Prepaid expenses and other current assets		511			(1,291	)
Operating leases liabilities		(924	)		(773	)
Other assets		(1,167	)		(1,491	)
Accounts payable		3,853			813
Accrued host payments and insurance fees		7,587			10,742
Accrued expenses and other liabilities		629			4,470
Deferred taxes		(382	)		(381	)
Deferred revenue		2,065			2,557
Net Cash Used in Operating Activities	$	(28,614	)	$	(36,635	)
Cash Flows from Investing Activities
Purchases of property and equipment	$	(509	)	$	(1,092	)
Capitalized software		(2,249	)		—
Proceeds from sale of property and equipment		37			—
Acquisition of Hyrecar, net of cash acquired		(7,826	)		—
Net Cash (Used in) Investing Activities	$	(10,547	)	$	(1,092	)
Cash Flows from Financing Activities
Proceeds from exercise of common stock options	$	—		$	56
Proceeds from issuance of Bridge Loans		—			25,000
Repayment of PGE loan		(650	)		(164	)
Related Party advance on financing		—			4,750
Net Cash Provided (Used in) by Financing Activities	$	(650	)	$	29,642
Effect of Foreign Currency Translation on Cash		175			(2,041	)
Net change in cash and cash equivalents and restricted cash and cash equivalents		(39,636	)		(10,126	)
Cash and Cash Equivalents and Restricted Cash, beginning of period		67,894			66,465
Cash and Cash Equivalents and Restricted Cash, end of period	$	28,258		$	56,339


	June 30, 2023		December 31, 2022
Insurance	$	1,707	$	713
Consulting		975		1,802
Subscriptions		908		694
Contract assets		517		601
Compensation		86		284
Sales taxes		461		284
Advertising services		501		116
Other		3,141		1,590
Prepaid Expenses and Other Current Assets	$	8,296	$	6,084


	June 30, 2023			December 31, 2022
Computer equipment	$	1,037		$	1,089
Vehicles and vehicle equipment		4,008			3,677
Office equipment and furniture		1,247			1,249
Leasehold improvements		11,784			11,530
Less: accumulated depreciation and amortization		(8,353	)		(7,094	)
Property and Equipment, Net	$	9,723		$	10,451


	June 30, 2023		December 31, 2022
Claims payable	$	11,277	$	9,511
Compensation		2,070		3,400
Professional services		7,788		4,162
Insurance		458		350
Vehicle leases		643		665
Sales and other tax		16,408		16,192
Other		3,971		3,080
Other Accrued Liabilities	$	42,615	$	37,360


Guest
Trip Price (dynamic)	$	100.00
Plus: Trip-related Fees (including risk-based fees)		25.00
Plus: Host reimbursements		5.00
Plus: Taxes (as applicable, pass-through)		7.50
Total (Gross Booking Value)	$	137.50

Host
Trip Price (dynamic)	$	100.00
Plus: Host reimbursements		5.00
Less: Commission paid to Getaround		(40.00	)
Total	$	65.00

Getaround
Commission paid to Getaround	$	40.00
Plus: Trip-related Fees (including risk-based fees)		25.00
Total (Net Marketplace Value)	$	65.00


	Three Months Ended June 30,
(In thousands)	2023			2022
Service revenue	$	18,224		$	15,405
Lease revenue		396			387
Total Revenues	$	18,620		$	15,792
Costs and Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below):
Service	$	1,730		$	1,340
Lease		36			34
Sales and marketing		7,728			9,195
Operations and support		16,024			14,090
Technology and product development		4,291			4,538
General and administrative		14,194			14,494
Depreciation and amortization		3,297			2,639
Total Operating Expenses	$	47,300		$	46,330
Loss from Operations	$	(28,680	)	$	(30,538	)
Other Income (Expense)
Convertible promissory note fair value adjustment		(2,244	)		2,583
Warrant fair value adjustment		184			(9,548	)
Interest income (expense), net		78			(2,630	)
Other income, net		185			557
Total Other Income (Expense)	$	(1,797	)	$	(9,038	)
Loss, before benefit for income taxes		(30,477	)		(39,576	)
Income Tax Benefit		(208	)		(157	)
Net Loss	$	(30,269	)	$	(39,419	)
Foreign Currency Translation (Loss) Gain		(586	)		(9,017	)
Comprehensive Loss	$	(30,855	)	$	(48,436	)


	Three Months Ended June 30,				Change
(In thousands, except percentages)	2023		2022		$		%
Service revenue	$	18,224	$	15,405	$	2,819		18	%
Lease revenue		396		387		9		2	%
Total revenue	$	18,620	$	15,792	$	2,828		18	%


	Payments Due by Period
(In thousands)	Total		Less than 1 Year		1-3 years		3-5 years		More than 5 years
Long Term Debt(1)	$	178,808	$	573	$	2,306	$	175,929	$	—
Operating Lease(2)		25,985		2,044		8,429		8,825		6,687
Total Contractual Obligations	$	204,793	$	2,617	$	10,735	$	184,754	$	6,687


Exhibit No.	Description

4.1	Warrant Agreement, dated May 4, 2023, between Getaround, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 001-40152), filed with the SEC on May 11, 2023).

10.1†	Asset Purchase Agreement, dated as of May 8, 2023, by and between Getaround, Inc. and HyreCar Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 001-40152), filed with the SEC on May 11, 2023).

31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	Financial statements from the Quarterly Report on Form 10-Q of Getaround, Inc. for the quarter ended June 30, 2023, formatted in inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (iv) Unaudited Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	GETAROUND, INC.

Date: December 15, 2023	/s/ Sam Zaid
	Name: Sam Zaid
	Title: Chief Executive Officer (Principal Executive Officer)



Date: December 15, 2023	/s/ Tom Alderman
	Name: Tom Alderman
	Title: Chief Financial Officer (Principal Financial Officer)