TrueCar, Inc. Files 8-K: Material Agreement, Financials

TL;DR

TrueCar signed a big deal, filing financials and other docs. Keep an eye on this.

AI Summary

On October 14, 2025, TrueCar, Inc. entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements. The company, formerly Zag com Inc., is incorporated in Delaware and headquartered in Santa Monica, California.

Why It Matters

This 8-K filing indicates a significant new agreement for TrueCar, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-36449 — Commission File Number (Identifies the SEC filing for TrueCar, Inc.)
• 04-3807511 — IRS Employer Identification No. (Tax identification number for TrueCar, Inc.)

Key Players & Entities

• TrueCar, Inc. (company) — Registrant
• Zag com Inc. (company) — Former company name
• October 14, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Santa Monica, California (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TRUE The Nasdaq Global Sele
• $2.55 — and converted into the right to receive $2.55 per share in cash, without interest (th
• $164,000,000 — y financing commitment in the amount of $164,000,000 (the " Commitment ") provided by the In
• $15,000,000 — vestor funded and irrevocably deposited $15,000,000 (the " Deposit Amount ") with the Compa
• $4,000,000 — ermination Fee will be in the amount of $4,000,000 if the Company terminates the Merger Ag
• $8,000,000 — ermination Fee will be in the amount of $8,000,000. In addition, if the Board has not made
• $3,000,000 — gations of the Company shall not exceed $3,000,000 in the aggregate. Parent will be requi
• $60,000,000 — or and Parent in an aggregate amount of $60,000,000 (the " Additional Financing Condition "

Filing Documents

• tm2528639d2_8k.htm (8-K) — 80KB
• tm2528639d2_ex2-1.htm (EX-2.1) — 541KB
• tm2528639d2_ex2-2.htm (EX-2.2) — 52KB
• tm2528639d2_ex10-1.htm (EX-10.1) — 93KB
• tm2528639d2_ex10-2.htm (EX-10.2) — 87KB
• tm2528639d2_ex99-1.htm (EX-99.1) — 24KB
• 0001104659-25-099554.txt ( ) — 1229KB
• true-20251014.xsd (EX-101.SCH) — 3KB
• true-20251014_lab.xml (EX-101.LAB) — 33KB
• true-20251014_pre.xml (EX-101.PRE) — 22KB
• tm2528639d2_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 14, 2025, TrueCar, Inc. (the " Company " or " TrueCar ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") among the Company, Fair Holdings, Inc., a Delaware corporation (" Parent "), and Rapid Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (" Merger Subsidiary "). Upon the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the " Merger ") with the Company surviving the Merger (the " Surviving Corporation ") as a wholly-owned subsidiary of Parent. Parent is led by TrueCar founder Scott Painter and backed by an equity commitment from Alpha Auto 2, LLC, a Florida limited liability company (the " Investor "). The Board of Directors of the Company (the " Board ") has unanimously (i) determined that the Merger Agreement and the Transactions (as defined below), including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the Support Agreements (as defined below), and the consummation of the transactions contemplated thereby, including the Merger (collectively, with the financing contemplated by the Equity Commitment Letter (as defined below), the " Transactions "); (iii) declared advisable the Merger Agreement and the Transactions on the terms and subject to the conditions set forth in the Merger Agreement; (iv) resolved to recommend that the Company's stockholders vote to approve and adopt the Merger Agreement and the Transactions, including the Merger (such recommendation, the " Company Board Recommendation "); and (v) directed that the Merger Agreement be submitted to the Company's stockholders for their approval. At the effective time of the Merger (the " Effective Time "), each issued and outstanding

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 15, 2025, the Company and Parent issued a joint press release announcing entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information in this Item 7.01 of this Form 8-K, including the press release attached as Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, except as exp

View Full Filing

View this 8-K filing on SEC EDGAR