InterPrivate II Acquisition Corp.

Item 8.01 states that, absent a change in circumstances, the Company does not presently expect there will be any available proceeds for distributions to stockholders after applying proceeds to its outstanding debt obligations and other liabilities. Holders' rights are now only those the DGCL gives stockholders of a dissolved corporation. The report is signed by a Chief Restructuring Officer.

This is a wind-down vote, the terminal outcome for a de-SPAC: holders are being asked to approve dissolution rather than any strategic alternative. The October 31, 2026 date is a hard financing cliff, because the lender can walk from the Funding Agreement if SEC review delays the vote, and the company states it may then be unable to fund even an orderly liquidation, which would push the process toward bankruptcy where common holders recover nothing. Mudrick Capital, holder of a $3.0 million promissory note issued August 7, 2023, ranks ahead of equity.

Every date in this filing is still a bracketed blank — the meeting date, the meeting time, the record date and the mailing date are all unset — so nothing in it can be entered as a deadline, and a later definitive proxy must supply them. The board may amend, modify or abandon the Plan of Distribution at any time and without further stockholder action. The notice is signed by Mauricio Rivera as Senior Vice President and Chief Restructuring Officer, and describes the board's resolutions as being in the best interests of the company and its residual claimants.

The proceeds retire debt standing ahead of stockholders. Mudrick Capital Management L.P., for the senior secured holders, agreed under DGCL Section 272(b)(2) to the sale in lieu of exercising remedies and to deem the prior super priority note satisfied in full on closing, cutting roughly $121.7 million of senior secured debt. Of the 8.00%/9.50% Convertible Senior Secured PIK Toggle Notes due 2027, $239.8 million principal was outstanding at April 30, 2026; Mudrick would convert part of it to support the dissolution and intends to vote in favour.

A permitted ratio range as wide as 1-for-10 to 1-for-50 signals the board does not know how far the share price will fall before it acts, and a 1-for-50 split is the kind of compression sought only when a stock is trading in cents. That places Getaround in listing-compliance territory barely eighteen months after the December 8, 2022 Legacy Getaround acquisition closed. The change of auditor to a small firm alongside the split is a further signal of a company reducing cost under pressure rather than scaling.

The cover terms are the same as in the previous amendment: aggregate transaction consideration equal to $800 million divided by $10.00 in Class A shares, Getaround stockholder approval already obtained by written consent, Founder Shares converting one-for-one, and the Sponsor waiving certain anti-dilution rights. What this amendment actually revised is not stated on the cover or in the transmittal letter, so nothing on the face of it should be read as a change in economics, and the 72,433,973 registered shares remain a ceiling rather than an issued count.

What changed: 8-K of Getaround, Inc. Item 5.07 (submission of matters to a vote): at the July 29, 2026 special meeting stockholders approved the Dissolution and the Plan of Liquidation and Distribution, 108,442,981 for, 2,192,192 against, 21,556,458 abstaining, 0 broker non-votes; the adjournment proposal was not presented. Item 3.03: immediately after the meeting the Company filed a certificate of dissolution with Delaware, effective on filing, and closed its transfer books, so the common stock is no longer transferable on the Company's books except by will, intestate succession or operation of law. Why it matters: Item 8.01 states that, absent a change in circumstances, the Company does not presently expect there will be any available proceeds for distributions to stockholders after applying proceeds to its outstanding debt obligations and other liabilities. Holders' rights are now only those the DGCL gives stockholders of a dissolved corporation. The report is signed by a Chief Restructuring Officer.

What changed: Getaround, Inc. (successor to SPAC InterPrivate II Acquisition Corp) called a special meeting for Wednesday, July 29, 2026 at 11:00 a.m. ET by webcast, record date June 17, 2026, to vote on a dissolution proposal plus an adjournment proposal. The proxy warns that failure to complete the process on schedule, or prior to October 31, 2026 if the SEC reviews the proxy and issues comments, would default the Funding Agreement, letting the lender terminate it, after which no further funding would come under the New SPN and the company may lack money for an orderly wind-down. Why it matters: This is a wind-down vote, the terminal outcome for a de-SPAC: holders are being asked to approve dissolution rather than any strategic alternative. The October 31, 2026 date is a hard financing cliff, because the lender can walk from the Funding Agreement if SEC review delays the vote, and the company states it may then be unable to fund even an orderly liquidation, which would push the process toward bankruptcy where common holders recover nothing. Mudrick Capital, holder of a $3.0 million promissory note issued August 7, 2023, ranks ahead of equity.