Item 8.01 Other Events.
As previously disclosed, HyreCar Inc. (the "Company") holds a 1% membership
interest in HyreDrive, LLC ("HyreDrive"), which is a joint venture between the
Company and AmerDrive Holdings, Inc., the managing member and holder of the
remaining 99% membership interest in HyreDrive ("AmeriDrive"). Also as
previously disclosed, the Company entered into a Performance Guaranty (the
"Performance Guaranty") in favor of the Trustee (as defined below) under a Base
Indenture, dated as of September 2, 2022 (the "Base Indenture"), by and between
AmeriDrive Funding LLC, a wholly-owned subsidiary of HyreDrive, as issuer, (the
"JV Sub") and Wilmington Trust, National Association, not in its individual
capacity, but solely as trustee (the "Trustee") and securities intermediary (the
"Securities Intermediary"), as supplemented by a Series 2022-1 Supplement to
Base Indenture, dated as of September 2, 2022 (the "Series Supplement" and
together with the Base Indenture, the "Indenture"), by and among JV Sub,
AmeriDrive, HyreDrive, the Company, Credit Suisse AG, New York Branch, certain
noteholders, note purchasers, conduit investors and funding agents, and the
Trustee and Securities Intermediary. As previously disclosed, proceeds from the
financing obtained pursuant to the Indenture were intended to be used to
purchase vehicles for the primary purpose of expanding the strategic
relationship between AmeriDrive and the Company, intended to create a larger
national network of vehicle supply for the Company's technology platform. As of
January 31, 2023, approximately $24 million of financing had been obtained
pursuant to the Series Supplement and the Base Indenture.
By letter dated February 8, 2023 (the "Trustee Letter"), the Trustee delivered a
notice to the Company that Credit Suisse AG, Cayman Islands Branch, as the
Required Controlling Class Series 2022-1 Noteholders (as defined under the
Indenture and hereinafter referred to as the "Required Noteholders") have
directed the Trustee to exercise its rights and/or remedies under the
Performance Guaranty. The Trustee Letter notified the Company that the Required
Noteholders allege that certain Units purchased at the direction of HyreDrive's
managing member (as defined in that certain SUBI 1 Supplement to the Trust
Agreement, dated as of September 2, 2022, by and among AmeriDrive, as SUBI 1
Administrator, HyreDrive, as settlor and beneficiary, JV Sub, as SUBI 1
beneficiary and SUBI 1 holder, the Trustee and Wilmington Trust, National
Association, as UTI trustee, SUBI 1 trustee and administrative trustee (the
"SUBI Supplement")) were not Eligible Vehicles, as specified in that certain
Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of
September 2, 2022, among Hyredrive Titling Trust (the "Trust"), as lessor,
HyreDrive, as a lessee, JV Sub, and AmeriDrive as servicer. Pursuant to the SUBI
1 Supplement, representations and warranties required that each Unit be an
Eligible Vehicle and the failure to so qualify would result in a breach of the
SUBI Supplement. The Trustee Letter further asserts that it is the Required
Noteholders' understanding that HyreDrive's managing member was aware that the
aforementioned representations and warranties were incorrect at least with
respect to certain Units prior to each of the three (3) fundings under the
Indenture and Series Supplement and HyreDrive nevertheless failed to purchase
(or cause to be purchased) the deficient Units as required pursuant to the terms
of the SUBI Supplement. The Trustee Letter further asserts that since HyreDrive
did not so purchase them (or cause them to be purchased), the Company's
obligations under the Performance Guaranty are triggered. The Trustee Letter
demands that the Company immediately purchase approximately $3.0 million of the
Units in accordance with the SUBI Supplement and provide any and all information
to Trustee related to other Units previously purchased.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses