Stockholders from 7,420,779 shares to 9,000,000 shares. As revised, and based on the 24,325,000 shares of Class A Stock that were redeemed in connection with the Business Combination, the number of Bonus Shares non-redeeming Public Stockholders were entitled to receive was approximately 5.8064516 Bonus Shares for each outstanding Public Share held at the Closing, with any such Bonus Shares entitled to be received rounded down to the nearest whole number of shares. The remaining 2,000,000 Bonus Shares were apportioned to the Initial Stockholders as follows: 57,358 Bonus Shares to EarlyBirdCapital’s designees, 8,603 Bonus Shares to each of the then-current and former independent directors of InterPrivate II for an aggregate of 34,412 Bonus Shares, and 1,908,230 Bonus Shares to the Sponsor, of which the Sponsor was obligated to transfer promptly following the Closing 200,000 shares to Braemar Energy Ventures III, L.P. pursuant to a stock transfer agreement dated October 31, 2022.
The foregoing descriptions of the Merger Agreement Amendment and the Escrow Shares Allocation Agreement Amendment are qualified in their entirety by the full text of the applicable amendments, copies of which are attached to this Report as Exhibits 2.1(a) and 10.3(a), respectively, and incorporated herein by reference.
Convertible Notes Financing
On the Closing Date, in connection with the Closing and pursuant to the previously announced convertible note subscription agreement, dated May 11, 2022 (as amended, the “Convertible Notes Subscription Agreement”), 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 (the “Convertible Notes Subscriber”), the Company issued and sold to the Convertible Notes Subscriber an aggregate of $175.0 million principal amount of senior secured convertible notes (the “Convertible Notes”). The terms of the Convertible Notes are set forth in the Indenture, dated as of December 8, 2022 (the “Convertible Notes Indenture”), by and among the Company, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, and the form of global note attached thereto.
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 Convertible Notes will mature on December 8, 2027, unless earlier converted, redeemed or repurchased.
The initial conversion rate of the Convertible Notes is 86.96 shares of New Getaround Common Stock per $1,000 principal amount of 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 New 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 as provided in the Convertible Notes Indenture, including adjustments in connection with certain issuances or deemed issuances of New Getaround 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 Convertible Notes.
The 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 Convertible Notes will be settled in shares of New Getaround Common Stock.
The 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 as specified in the Convertible Notes Indenture.
Upon the occurrence of a fundamental change (as defined in the Convertible Notes Indenture), subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of the 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 Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date.
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