UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~March~~May 216, 2023

~~HyreCar~~HC Liquidating, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-38561	47-2480487
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


1001 Wilshire Blvd, PMB 2196 Los Angeles, California	90017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 688-6769

~~N/A~~HyreCar Inc.

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 Par Value	~~HYRE~~HYREQ	OTC Pink Sheets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On ~~March~~May 216, 2023, HC Liquidating, Inc., formerly known as HyreCar Inc., a Delaware corporation (the “Company”), completed the sale of substantially all of its assets (the “Transaction”) to Getaround, Inc., a Delaware corporation (“Getaround”), and its wholly owned subsidiary HyreCar LLC, a Delaware limited liability company, pursuant to the terms of an asset purchase agreement entered into anon ~~Asset~~May ~~Purchase~~8, ~~Agreement~~2023 (the “Asset Purchase Agreement”) ~~with~~and approved by the Bankruptcy Court on May 15, 2023 pursuant to a Sale Order. The Transaction was subject to a competitive bidding process pursuant to certain Bidding Procedures approved by the Bankruptcy Court, in which Getaround and Holmes Motors, Inc. (“~~Purchaser~~Holmes”)., ~~Under~~as the ~~Asset~~stalking ~~Purchase~~horse ~~Agreement~~purchaser under Section 363 of the United States Bankruptcy Code (the “Bankruptcy Code”), bid for the Company’s ~~has~~assets ~~agreed~~at toan ~~sell~~auction ~~substantially~~held ~~all~~on ofMay ~~its~~8, ~~assets~~2023 toin ~~Purchaser~~Los Angeles, California (the “~~Acquisition~~Auction”)., ~~The~~and ~~Asset~~Getaround ~~Purchase~~was ~~Agreement~~determined ~~provides~~to ~~for~~be the ~~transactions~~higher ~~contemplated~~and inbetter ~~the~~bid ~~non-binding~~at ~~term~~the ~~sheet~~conclusion ~~dated~~of asthe ofAuction. ~~February~~The ~~23,~~Sale ~~2023~~Order ~~between~~provides for the ~~Company~~assumption by and ~~Purchaser,~~assignment asto ~~disclosed~~Getaround inof ~~the~~certain ~~Company’s~~executory ~~Current~~contracts ~~Report~~and onservice ~~Form~~agreements ~~8-K~~under ~~filed~~Section ~~with~~365 of the ~~Securities~~Bankruptcy Code and ~~Exchange~~pursuant ~~Commission~~to (the ~~“SEC”)~~terms onand ~~March~~conditions 2,of ~~2023~~the Asset Purchase Agreement.

~~Under~~Copies ~~the terms~~ of the ~~Asset~~various ~~Purchase~~documents Agreement, and subject to the terms and conditions set forth therein, Purchaser has agreed to pay cash at closing in an amount equal to $7,750,000 minus (x) as of the closing date, the aggregate amount of all liquidated, non-contingent amounts owed under the DIP Credit Facility as described in the Company’s Current Report on Form 8-K filed with the ~~SEC~~Bankruptcy onCourt ~~March~~can 2,be ~~2023;~~accessed ~~and~~online ~~minus~~at ~~(y) as of the closing date, the aggregate amount of Seller-Responsible Vendor Liabilities as described in the Asset Purchase Agreement~~https://www.donlinrecano.com/Clients/hci/Index.

~~The~~As ~~Acquisition~~Holmes iswas ~~contingent~~not ~~upon~~ the ~~approval~~winning ofbidder aat ~~sale~~the ~~order~~Auction, of the ~~Bankruptcy~~Company ~~Court~~will ~~approving~~pay ~~the~~Holmes ~~Acquisition~~a ~~under~~break-up ~~Section 363~~fee of ~~the~~$232,500 ~~United~~and ~~States~~certain ~~Bankruptcy~~expense ~~Code~~reimbursements ~~(the~~not ~~“Bankruptcy~~to ~~Code”)~~exceed ~~and~~$125,000 ~~satisfaction~~pursuant ofto ~~customary~~the ~~closing~~terms ~~conditions.~~of ~~The~~the ~~sale~~Asset ~~order~~Purchase isAgreement ~~expected~~between ~~to provide for~~ the ~~assumption~~Company by and ~~assignment~~Holmes todated ~~Purchaser~~March of2, ~~certain~~2023, ~~executory~~as ~~contracts~~disclosed ~~and~~in ~~service~~the ~~agreements~~Company’s ~~under~~Current ~~Section 365~~Report ofon ~~the~~Form ~~Bankruptcy~~8-K ~~Code~~filed ~~and~~with ~~pursuant to~~ the ~~terms~~Securities and ~~conditions~~Exchange ofCommission (the ~~Asset~~“SEC”) ~~Purchase~~on ~~Agreement~~March 8, 2023.

~~The~~Pursuant to the terms and conditions of the Asset Purchase Agreement, ~~contains~~the ~~customary~~aggregate ~~representations~~consideration (collectively, ~~warranties~~the ~~and~~“Purchase ~~covenants~~Price”) ofpaid by Getaround for the ~~Company~~purchase ~~and~~of ~~Purchaser,~~the ~~including~~assets ~~covenants~~was: by(i) the ~~Company~~Deposit ~~related~~required toby the ~~competitive~~Bidding ~~bidding~~Procedures; ~~process~~(ii) ~~for~~Assumption of the ~~Company’s~~Assumed ~~assets~~Liabilities; and ~~the~~(iii) ~~sale~~Cash ~~order,~~at aClosing ~~covenant~~in byan ~~the~~amount ~~Company~~equal to ~~continue~~$8,125,956 tominus ~~operate~~(x) ~~its~~the ~~business~~Deposit inamount minus (y) the ~~ordinary~~aggregate ~~course~~amount ~~and~~of ~~not~~Seller-Responsible toVendor ~~sell~~Liabilities orpaid ~~lease~~by ~~any~~Getaround as of the ~~Acquired~~Closing ~~Assets~~Date ~~(as~~up ~~defined~~to inan ~~the~~amount ~~Asset~~not ~~Purchase~~to ~~Agreement).~~exceed ~~The~~the ~~Asset~~lesser ~~Purchase~~of ~~Agreement~~(i) ~~contains~~the ~~certain~~aggregate ~~termination~~amount ~~rights~~of ~~for~~Seller-Responsible ~~both~~Vendor ~~Purchaser~~Liabilities ~~and~~as of the ~~Company~~Closing Date and ~~further~~(ii) ~~provides that~~$500,000 in (the ~~event~~“Cash ~~the~~Payment”) ~~Bankruptcy~~minus ~~Court~~(z) ~~approves~~the aaggregate ~~sale~~amount of ~~the~~fees, ~~Acquired~~charges ~~Assets~~and toother aamounts ~~party~~prepaid ~~other~~to ~~than~~the ~~Purchaser~~Company orunder ~~approves~~any aVehicle ~~plan~~Rental ofAgreement ~~reorganization~~for the portion of the ~~Company~~Rental ~~that~~Period ~~does~~(as ~~not~~defined ~~involve~~in the ~~acquisition~~applicable ofVehicle ~~the~~Rental ~~Acquired~~Agreements) ~~Assets~~occurring byfrom ~~Purchaser,~~and ~~Purchaser~~after ~~will~~the beClosing ~~entitled~~Date. toCapitalized aterms ~~break-up~~not ~~fee~~otherwise ofdefined ~~$232,500~~shall ~~and~~have ~~certain~~the ~~expense~~meaning ~~reimbursements~~set ~~not~~forth toin ~~exceed~~the ~~$125,000~~Asset Purchase Agreement.

The ~~Acquisition~~Asset ~~will~~Purchase beAgreement was subject to athe ~~competitive~~satisfaction ~~bidding~~of ~~process~~customary inclosing ~~which~~conditions, ~~third~~including ~~parties~~that ~~will have~~ the ~~opportunity~~Company tochange ~~bid~~its onname ~~the~~from ~~Acquired~~HyreCar ~~Assets~~Inc. AnAs ~~initial~~a ~~competing~~result, ~~bid~~the ~~must~~Company ~~meet~~filed ~~certain~~a ~~conditions~~Certificate ~~set~~of ~~forth~~Amendment inof ~~the~~Certificate ~~Asset~~of ~~Purchase~~Incorporation ~~Agreement~~with ~~and must exceed~~ the ~~stipulated~~Delaware ~~value~~Secretary of ~~Purchaser’s~~State ~~bid~~on ofMay $716,~~750,000~~ by2023 atchanging ~~least~~its ~~$457~~name from HyreCar Inc. to HC Liquidating,~~500~~ Inc.

The Company anticipates that proceeds from the ~~Acquisition~~Transaction will be insufficient to satisfy all of its debts and obligations. Consequently, it is highly unlikely that any amounts will ultimately be paid to the Company’s stockholders.

The foregoing ~~description~~summary of the Asset Purchase Agreement ~~and~~is ~~the~~qualified ~~transactions~~in ~~contemplated~~its ~~thereby~~entirety ~~does~~by ~~not~~reference ~~purport~~ to bethe ~~complete~~Asset ~~and~~Purchase isAgreement ~~qualified~~dated inMay ~~its~~8, ~~entirety~~2023 byand ~~reference~~the toBill ~~the~~of ~~Asset~~Sale, ~~Purchase~~Assignment and Assumption Agreement dated May 16, 2023, which isare ~~attached~~filed ~~hereto~~ as ~~Exhibit~~Exhibits 210.1 and 10.2, respectively, to this Form 8-K and are incorporated by reference herein. The ~~Asset~~foregoing ~~Purchase~~summary ~~Agreement~~of ~~has~~the ~~been~~name ~~attached~~change asis anqualified ~~exhibit~~in toits ~~this~~entirety ~~report~~by reference to ~~provide~~the ~~investors~~Certificate ~~and~~of ~~security~~Amendment ~~holders~~of ~~with~~Certificate ~~information~~of ~~regarding~~Incorporation ~~its~~dated ~~terms.~~May ~~The~~16, ~~Asset~~2023, ~~Purchase~~which ~~Agreement~~ is ~~not~~filed ~~intended~~as Exhibit 3.1 to ~~provide~~this ~~any~~Form ~~factual~~8-K ~~information~~and ~~about~~is ~~the~~incorporated ~~Company~~by orreference ~~Purchaser~~herein.

Item 8 2.01. ~~Other~~Completion ~~Events.~~of Acquisition or Disposition of Assets.

~~Below~~The isinformation aset ~~list~~forth above under Item 1.01 of ~~currently~~this ~~scheduled~~Current ~~deadlines~~Report ~~and~~on ~~hearings~~Form ~~related~~8-K toregarding the ~~sale~~asset ~~transaction:~~purchase by Getaround is incorporated herein by reference.

Event	Proposed Date
Bid Procedures Objection Deadline	March 13, 2023 at 4:00 p.m.
Bid Procedures Hearing	March 16, 2023 at 11a.m.
Service of Executory Contract Cure Notice	Three (3) business days after entry of the Bid Procedures Order
Deadline for contract counter parties to object to cure	April 7, 2023 at 4:00 p.m.
Bid Deadline	April 27, 2023 at 4:00 p.m.
Auction (if necessary)	May 2, 2023 at 1:00 p.m.
Sale Objection Deadline and Deadline for contract counter parties to object to adequate assurance	May 3, 2023 at 4:00 p.m.
Sale Hearing	May 5, 2023
Sale Closing	No later than May 10, 2023

Item 5.03.

Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.

The ~~above~~information ~~dates~~set ~~are~~forth ~~not~~above ~~comprehensive~~under ~~and~~Item ~~are~~1.01 ~~subject to many factors and contingencies, including the approval~~ of ~~the~~this ~~Bankruptcy~~Current ~~Court.~~Report ~~For updates~~ on ~~timing~~Form ~~and~~8-K ~~events,~~regarding ~~including potential changes to~~ the ~~above~~Company ~~described~~name ~~dates~~change ~~and~~to ~~hearings,~~HC ~~and related notices~~Liquidating, ~~interested parties may visit https://www~~Inc.~~donlinrecano.com/Clients/hci/Index~~ ~~for~~is ~~free~~incorporated ~~online~~herein ~~access~~by ~~to the Bankruptcy Court docket~~reference.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or “budgeted” or the negative of these words or other similar terms or expressions that concern the Company’s bankruptcy filing, and its ability to continue to operate the business as a debtor-in-possession. The Company’s forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements about the Company’s plans to sell its assets pursuant to Chapter 11 of the U.S. Bankruptcy Code and the timing of such sales and ability to satisfy closing conditions; the Company’s intention to continue operations during the Chapter 11 case; the Company’s belief that the sale process will be in the best interest of the Company and its stakeholders; and other statements regarding the Company’s strategy and future operations, performance and prospects, among others. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s 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, the risks associated with the potential adverse impact of the Chapter 11 filings on the Company’s liquidity and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the outcome and timing of the Chapter 11 process and any potential asset sale; the effect of the Chapter 11 filings and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process or the potential asset sale; uncertainty regarding obtaining Bankruptcy Court approval of a sale of the Company’s assets or other conditions to the potential asset sale; and the timing or amount of distributions, if any, to the Company’s stakeholders. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(b)

Pro Forma Financial Information

The Company is currently unable to prepare pro forma financial information reflecting the transactions described in Item 2.01 of this Current Report on Form 8-K.

(d) Exhibits

Exhibit Number		Description
2.1		Asset Purchase Agreement by and between Holmes Motors Inc. and HyreCar Inc. dated as of March 2, 2023.
3.1		Certificate of Amendment of Certificate of Incorporation dated May 16, 2023
10.1		Asset Purchase Agreement between the Company and Getaround, Inc. dated May 8, 2023
10.2		Bill of Sale, Assignment and Assumption Agreement among the Company, Getaround, Inc. and HyreCar LLC dated May 16, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HYRECAR INC.
Date: March 8, 2023	By:	/s/ Eduardo Iniguez
Date: May 22, 2023	By:	/s/ Eduardo Iniguez
		Eduardo Iniguez
		Chief Executive Officer

Filing Compare · HC LIQUIDATING, INC.