UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.WASHINGTON, DC 20549

 

FORM 10-K

 

(Mark One)

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

 

For the fiscal year ended December 31 2019, 2023

 

☐or

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

 

For the transition periodTransition Period from __________ to

__________

 

Registration No. 33-234282Commission File Number: 001-39136

 

GREENVISION ACQUISITION CORPORATIONmicromobility.com, Inc.

(Exact Namename of Registrant as Specifiedregistrant specified in Its Charter)

its charter)

 

Delaware84-3015108
(State or other jurisdictionOther Jurisdiction of
incorporation Incorporation or organization)Organization)		(I.R.S. Employer
Identification No.)

 

One Penn Plaza, 36th Floor, 500 Broome Street, New York, NY 1001910013

(Address of principal executive offices) (Zip Code)

Principal Executive Offices)

 

Issuer’sRegistrant’s telephone number, including area code (212) 786-7429code: (917)675-7157

 

Securities registered pursuantRegistered Pursuant to Section 12(b) of the Exchange ActAct:

 

Title of Each Class Trading Symbol(s)Name of Each Exchange onWhich which Registered
Common Stock, Par Value $.00001 Per ShareNone The Nasdaq Stock Market, LLC
Warrants to Receive one (1) Share of Common StockNone The Nasdaq Stock Market, LLC
Rights to Receive one tenth (1/10) of a Share of Common StockThe Nasdaq Stock Market, LLC
Units, each consisting of one Share of Common Stock, one Warrant, and one RightThe Nasdaq Stock Market, LLCNone

 

Securities registered pursuantRegistered Pursuant to Section 12(g) of the Securities Exchange Act: NONE None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ ¨Noþx

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d)Section 15(d) of the Securities Exchange Act. Yes ☐  ¨ Noþx

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☐x No þ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☐x No þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐¨

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitionsdefinition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐¨ Accelerated filer ☐¨
Non-accelerated filerx Non-accelerated filerþSmaller reporting companyþx
   Emerging growth companyþx

 

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. ☐¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ¨Nox

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  ¨Noþx

As of December 31, 2019, the

The aggregate market value of the shares of common stock of the registrantvoting securities held by non-affiliates of the registrant was $56,522,500 (based upon a per share closing priceas of $9.83).

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of eachlast business day of the registrant’s classesmost recently completed second fiscal quarter, June 30, 2023, was approximately $5.5 million based upon the closing sale price of $16.95. 

As of April 9, 2024, there were 45,185,172 shares of the registrant’s common stock, $0.00001 par value, outstanding.

TABLE OF CONTENTS

PART I2
ITEM 1. BUSINESS2
ITEM 1A. RISK FACTORS9
ITEM 1B. UNRESOLVED STAFF COMMENTS26
ITEM 1C. CYBERSECURITY26
ITEM 2. PROPERTIES27
ITEM 3. LEGAL PROCEEDINGS27
ITEM 4. MINE SAFETY DISCLOSURES27
PART II28
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES28
ITEM 6. [RESERVED]28
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS28
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK39
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE40
ITEM 9A. CONTROLS AND PROCEDURES40

ITEM 9B. OTHER INFORMATION

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

40
PART III41
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE41
ITEM 11. EXECUTIVE COMPENSATION45
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS46
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE47
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES47
PART IV47
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES48
ITEM 16. FORM 10-K SUMMARY49
SIGNATURES50

Explanatory Note

All per share amounts in this annual report (except where otherwise indicated) account for (i) a 1:50 reverse stock split of our common stock that occurred on March 30, 2023 and (ii) a 1:150 reverse stock split of our common stock that occurred on December 4, 2023.

On August 12, 2023, the Company’s issued and outstanding shares of Class B common stock were automatically converted into shares of Class A common stock and such Class B Shares thereafter ceased to be an authorized class of the Company’s capital stock. As there is currently only one class of common stock, as of the latest practicable date: On March 23, 2020 there were 7,187,500 shares outstanding ofall references in this annual report to common stock ofare to Class A common Stock unless the registrant.context requires otherwise.

 

DOCUMENTS INCORPORATED BY REFERENCEForward-Looking Statements

 

List hereunder the followingStatements contained in this annual report and any documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:.

None

TABLE OF CONTENTS

PAGE
PART I1
Item 1. Business1
Item 1A. Risk Factors15
Item 1B. Unresolved Staff Comments30
Item 2. Properties30
Item 3. Legal Proceedings30
Item 4. Submission of Matters to a Vote of Security Holders30
PART II31
Item 5. Market for the Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities31
Item 6. Selected Financial Data32
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations33
Item 7A. Quantitative and Qualitative Disclosures About Market Risk35
Item 8. Financial Statements and Supplemental Data35
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure35
Item 9A. Controls and Procedures36
Item 9B. Other Information36
PART III37
Item 10. Directors and Executive Officers of the Registrant37
Item 11. Executive Compensation42
Item 12. Security Ownership of Certain Beneficial Owners and Management42
Item 13. Certain Relationships and Related Transactions43
Item 14. Principal Accountant Fees and Services46
PART IV47
Item 15. Exhibits and Financial Statement Schedules47

i

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statementsherein that are not strictly historical may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, or the “Securities Act,” and Section 21E of the Securities Exchange Act and involve a number of 1934,risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements, many of which are outside of the Exchange Act. Thecontrol of the Company, and you should not place undue reliance on any such forward-looking statements. Forward-looking statements contained in this reportmay be identified by the use of words such as "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not purelystatements of historical are forward-looking statements. Ourmatters. These forward-looking statements include, butreflect the current analysis of existing information and are not limitedsubject to statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would”various risks and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about our:uncertainties.

●ability to complete our initial business combination;

●success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●potential ability to obtain additional financing to complete a business combination;

●pool of prospective target businesses;

●ability of our officers and directors to generate a number of potential investment opportunities;

●potential change in control if we acquire one or more target businesses for shares;

●public securities’ potential liquidity and trading;

●the lack of a market for our securities;

●expectations regarding the time during which we will be an “emerging growth company” under the JOBS Act;

●use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

●financial performance following our IPO.

 

The forward-looking statements contained in this Form 10-K are based on our current expectationsmade herein speak only as of the date hereof and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our 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. Should one or more of these risks or uncertainties materialize, or shouldthe Company does not assume any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,statement, whether as a result of new information, future events and developments or otherwise, except as may be required under applicable securities laws.by law.

 i

PART I

 

ii

Part 1

ITEM 1. BUSINESS

General

GENERALWe provide innovative and sustainable transportation solutions that help people move seamlessly within cities. Our journey began with e-scooters in Italy in 2018, and today we have evolved into a multi-modal micro-mobility ecosystem offering micro-mobility electric vehicles.

Company Profile

GreenVision Acquisition Corp isWe primarily offer short-term rentals of shares e-vehicles in several cities and service areas (such as university campuses), in the United States and Italy. Since the start of our 2023 fiscal year, we have had to significantly reduce the number of cities and service areas in which we operate and the size of our fleets of vehicles in those cities in response to the cost of our operations, our ability to attract a recently formed blank check company formed undernecessary number of new customers, the lawsfailure of the Statemicromobility in general to meet expected growth projections and general financial market conditions. We may need to further reduce our shared micromobility operations to meet our continued budget constraints.

Our micromobility offerings also include a Wheels vehicle, a sit-down e-scooter, rentable on a monthly basis. We also generate a minor portion of Delaware on September 11, 2019. our revenue by selling advertising opportunities related to our offerings.

We were formedalso operated Helbiz Kitchen, our service through which users can order food for delivery through our mobile app, and Helbiz Media, our wholly-owned subsidiary dedicated to the purposeacquisition and distribution of engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intendcontent over an internally developed stand-alone app. In an effort to focus our searchoperations on target businessesour micromobility services and to reduce our operating in North America, Europecosts, we discontinued our Helbiz Kitchen operations and Asia (excluding China) in the life sciences and healthcare industries. In connection with our listing application with the Nasdaq Stock Market, we agreed that we would not undertake our initial business combination with any entity with its principal businesssignificantly reduced Helbiz Media operations in China.our fiscal 2023.

Our Platform

On November 21, 2019,Helbiz is built around its technology and operational strengths.

Technology

Seamlessly Integrated Ecosystem

We have built an ecosystem of tools, software and hardware for consumers, operations, and drivers. Instead of relying on a variety of limited third-party solutions, every tool we consummateduse is crafted in-house in conjunction with each other to create an ecosystem that was specifically built around our initial public offering (“IPO”)operations, practices and needs. The result is a framework with total operational control. Our main mobile platforms are our Helbiz app for consumers and our Helbiz Driver App for operational drivers managing our fleet. Both platforms are built on our proprietary “Core Platform Engine”.

Operational Strength

A driver network and infrastructure were built to ensure that vehicles are properly distributed, batteries charged and maintained. Every city we operate in has a local on-ground operations team, drivers with extensive local knowledge and a global support system. The long-term success, of 5,750,000 units (the “Units”), inclusiveany micro-mobility operator is directly linked to the quality and efficiency of operations.

Benefits of the over-allotment option of 750,000 Units. Each unit consisted of one share of common stock, par value $0.00001, one redeemable warrant,Our Mobility Platform

Key Benefits for Users

Across our mobile platforms and one rightconsumer offerings we strive to receive one-tenth (1/10) ofcreate an experience that becomes a share of common stock upon consummation of a business combination. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously with the closingseamless extension of the IPO, the Company consummateduser, intuitively creating a private placement (“Private Placement”)convenient, affordable, and reliable experience when interacting with its sponsor, GreenVision Capital Holdings LLC. (“Sponsor”) for the purchase of 2,100,000 warrants (the “Private Warrants”) attheir city. We aim to offer our user a price of $1.00 per Private Warrant, generating total proceeds of $2,100,000, pursuantconvenient, affordable and reliable experience.

•        Convenience

We designed our proprietary technology to the Sponsor Subscription Agreement dated September 19, 2019. In addition, the Company sold to I-Bankers Securities Inc., for $100, a share purchase warrant to purchase up to 287,500 shares exercisable at $12.00 per share, commencing on the later of the consummation of the Company’s initial business combination and 360 days from the effective date of the Registration Statement, pursuant to the Share Purchase Warrant dated November 21, 2019.

As of November 21, 2019, a total of $57,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. To date we have not entered into any binding agreement with any target entity. We presently have no revenue and have had losses since inception from incurring formation and operating costs since completion of our IPO.

Management Business Combination Experience

Our management team is led by Zhigeng (David) Fu, Qi (Karl) Ye, He (Herbert) Yu, and Jonathan Intrater; each has distinctive and complementary backgrounds and extensive networks in the life science and healthcare industries, as well as other various industries in China, and other regions of Asia, Europe and North America which we believe can provide a rich selectionconvenient and frictionless user experience and well distributed, maintained and charged fleets across a variety of potential targets.modes to suit the users’ needs. We intendstrive to focus on targeting middle market entitiesreduce the friction of moving and to always ensure available vehicles in your vicinity that allow you to beat traffic with a valuation range inease without the $100 millionhassle of having to $300 million range.deal with congestion, parking, ownership or cash transactions.

•        Affordability

We believe everyone has the right to move freely on their own terms, and have the ability to optimize across cost, time and comfort. Our dockless e-vehicles enable customers to move and connect with their city at a low cost. For commuters and frequent riders, we have an unlimited subscription plan, allowing users to take up to 50, 30-minute trips for a fixed monthly price.

•        Reliability

Our mission is to be reliable enough to the point where our customers do not need to rely on cars or other modes of transportation or to plan ahead of time. We strive to properly serve cities and maintain e-vehicle density to meet the demand in all areas so that users always have access to a charged vehicle when they need one. We aim to continue to improve our management teamquality, service, offerings and hardware, while accurately optimizing our operating structure.

1 

Our Offerings and Products

We offer our users the opportunity to take advantage of several modes of micromobility options.

•        E-Scooter and Wheels e-Bikes

We have established a network of shared owned e-scooters and Wheels e-bikes in a number of cities serving the needs of a diverse demographic looking for affordable, efficient, green and more active alternatives for short trips. 

•        Wheels Long-Term Rental/Sales

Wheels offers a long-term rental option allowing riders to rent their own sit-down scooter for personal use. 

The Rider Experience

Our mission is well positioned to identify attractive business combination opportunities with compelling growth records and further potential. Membersprovide sustainable mobility solutions that solve the transportation needs of our management team haveriders and enable them to reach their destinations quickly, conveniently and affordably. This mission all starts with the Helbiz app, the core part of the our experience which connect our users with our vast network of vehicles and platforms.

The Helbiz app provides users the ability to get around and connect with their city through a variety of transportation modes. The Helbiz app is designed to be fast, intuitive, and frictionless enabling users to rent and ride with ease. Our typical rental process can be summarized in the four steps in the following graphics:

Additional app functionality includes the ability to book and reserve vehicles, briefly pause and lock a vehicle in ride, an extensive experiencehelp toolkit and spoken, written and in-app support 24 hours per day in executing business combinations, as theysix languages. We are long-term professionals as legal counseldedicated to buyerscontinuing to improve our platform and sellers in mergers and acquisitions, private equity investors or buy and sell side investment bankers. David Fu, our Chief Executive Officer, is an Of Counsel of Global Law Office, Shanghai, China. Mr. Fu has more than 25 years legal experience in foreign direct investment, mergers and acquisitions, private equity investment and restructuring of foreign-invested enterprises in China as well as outbound acquisitions and overseas securities offerings and listings by Chinese companies. Qi (Karl) Ye is a veteran investment manager in Shanghai, China. He has more than 13 years of broadfeatures to continue to offer the best experience in the financial industry, specializing in capital markets, mutual fund investment, private equityindustry.

2 

Subscription Plans

In addition to our pay-as-you-ride per minute ride structure, we also offer a subscription plan for riders on a monthly basis. We see our subscription plan as an important step toward providing a convenient transportation alternative that address our riders’ preferences and venture capital investment,budgets to make micro-mobility through us their commute of choice. Our subscription plan is purchased upfront and has managed over $5 billion in assets under management. Professor Herbert Yu, oneguarantees access to a set amount of time, and all subscriptions can be cancelled at any time.

Types of subscriptions include:

•     Wheels Long-Term Rental

Wheels offers a long-term rental option allowing riders to rent their own sit-down scooter for personal use.  The subscription can be canceled any time after return of the members of our Board of Directors has been director of The Cancer Epidemiology Program University of Hawaii Cancer Center since March 5, 2012. Professor He served as an Assistant Professor, Associate Professor and Full Professor at the School of Medicine at Yale University and has over 20 years involvement in leading edge cancer research including the areas of carcinogenic factors and molecular epidemiology. Mr. Intrater, another member of our Board, is a Managing Director in the investment banking department at United States’ based Ladenburg, Thalmann & Co., Inc. and has extensive experience in merger advisory transactions.vehicle.

•     Helbiz Plus

 

Our management team continues to actively source target candidates where they believe will be attractive candidatesTake 50 trips with each trip of maximum 30 minutes on our e-scooters and e-bikes on a monthly basis for acquisition, utilizing their deal-making track record, professional relationships, and capital markets expertise to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our stockholders.


BUSINESS STRATEGYfixed price.

The Advertisement Experience

Our business strategy isusers are always on the move and interacting with their local communities. Advertisers have the opportunity to identifyput relevant content in front of them at every stage of this journey. Unlike other ad platforms, we interact directly with consumers and completetheir environment while they are on-the-go. We have understood this unique opportunity since our business combination withearly days, but only begun to fully translate it into a company that meets one or more criteria ofvalue adding ad product suite in late 2020 as our reach and potential significantly increased.

While we are actively working on expanding our offering and tools it currently includes:

•●beingUnlock advertisement:    which uses us as a digital billboard to show a full screen video message every time a user unlocks one of our vehicles globally, in a specific city or having the potential to be disruptive in the life science or healthcare industry;targeted area;

 

•●possessingLocation based advertisements: which trigger advertisements when a strong growth record;user is in the vicinity of a specific location;

 

•●significant potential for further growth;Map branding: which enables companies to sponsor pins, parking spots or specific locations on the map; and

 

•●Vehicle co-branding: which custom wraps our vehicles for a leading technology position or potential for such position; ormaximum-visibility, full-takeover campaign, paid per vehicle on a daily basis.

 

●a proven management team prepared for being a public company.3 

Field Operations Excellence

Along with vehicle quality and the user app experience, we aim to differentiate our shared mobility service through field operations.  In each city in which we operate, our operation team is tasked with ensuring that our vehicles are properly distributed, charged, maintained and always ready to rent. Some of the operations teams are inhouse while others are outsourced.

Sales & Marketing

We are marketing our offering to users through brand advertising, direct marketing and fostering rapid adoption through on-street presence and strategic partnerships. We use a variety of broad campaigns from television ads to strategic joint partnerships with strong local brands to promote our platform and extend our service to existing loyal user bases. Our direct marketing is made up of promotions, referrals and time-based incentives where we attract consumers through a tailored combination, depending in the city, of sponsored search, targeted social media, push & text notifications and email campaigns.

Other business lines

Helbiz Media

We formed Helbiz Media, our wholly-owned subsidiary dedicated to the acquisition and distribution of content over Helbiz Live, a new internally developed app that is separate from our micro-mobility app. Helbiz Live was included in our monthly subscription: Helbiz Plus (formerly know as Helbiz Unlimited), our offering of unlimited monthly e-bike and e-scooter use for a fixed fee, and we may make it available through other subscription models. Helbiz Media was charged with acquiring the rights to stream media content on Helbiz Live, with a focus on acquiring the rights to broadcast sporting events. The first content that Helbiz Media has acquired, for the Italian territory, were approximately 390 regular season games in the Italian Serie B soccer league. League Serie B took care of the TV productions of all matches and provided the feeds to Helbiz Media. Helbiz Live expanded its content offering (i) in October 2021 by acquiring the rights to broadcast on its app in Italy two live soccer matches per day during the German Cup (DFB-Pokal) and highlights of each round of the German Cup as well as weekly highlights of NFL football games and other NFL branded content (ii) in November 2021 by partnering with ESPN to broadcast on its App in Italy (a) two NCAA college football games and two NCAA men’s college basketball games per week, (b) 10 NCAA football bowl games, including the semifinals and finals and (c) 20 NCAA men’s basketball tournament games, including the semi-finals and the finals and (iii) in March 2022 by acquiring the rights to stream live and on demand up to four Major League Baseball games weekly, in addition to all playoff games, for three seasons.

In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB content. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5,392, divided in three payments on or prior November 30, 2024, half of the amount has been paid in March 2024. As a result of the early termination of LNPB agreements, Helbiz Media significantly reduced its operations. Helbiz Media represented approximately 41.9% of our revenue in our 2022 fiscal year and 40.4% of our revenue in our 2023 fiscal year.

Helbiz Kitchen

Helbiz Kitchen, was a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals. Users were able to order meals on our mobile App for delivery to their home, office or other desired location, and we would prepare and deliver such meals using our e-vehicles.

We launched Helbiz Kitchen in June 2021 with a pilot ghost kitchen in Milan, Italy. Our approximately 21,500 square foot facility in Milan offered six menus of dishes (pizza, hamburgers, poke, salads, sushi and ice cream) for 12 hours a day, seven days a week. We discontinued the Helbiz Kitchen operations in our fiscal 2023. We did not consider revenue from Helbiz Kitch to be material in either our fiscal 2022 or fiscal 2023.

Competition

We provide transportation services, particularly those in the urban micro-mobility category (generally, intra-city trips that less than five miles). As a result, we compete with other modes and providers of transport. For our e-scooter and e-bike sharing services, this includes busses, subways, bicycles, cars, trains, motorcycles, scooters and walking, among other short-distance transportation modes.

Our services compete directly with many transportation-as-a-service (“TaaS”) companies. The market for TaaS networks is intensely competitive and characterized by rapid changes in technology, shifting rider needs and frequent introductions of new service and offerings. We expect competition to continue, both from current competitors, who may be well-established and enjoy greater resources or other strategic advantages, as well as new entrants into the market, some of which may become significant competitors in the future. Our main competitors in the micro-mobility sharing market vary by market but include Lime and Lyft. We also compete with car sharing services such as Uber and Lyft, certain non-ridesharing TaaS network companies, public transportation, taxicab, and livery companies as well as traditional automotive manufacturers, such as BMW, which have entered the TaaS market, among others.

 

Our selection process will leverage

4 

We believe the essential competitive factors in our management team’s broadmarket include the following:

•        coverage and deep relationship network, industry experiencesavailability of access;

•        scale of network;

•        product design;

•        ease of adoption and deal sourcing capabilitiesuse;

•        partnerships and integrations;

•        branding;

•        safety;

•        innovation;

•        regulatory relations; and

•        prices.

Many of our competitors and potential competitors are larger and have greater brand name recognition, longer operating histories, larger marketing budgets, established marketing relationships, access to access a broad spectrumlarger customer bases and significantly greater resources for the development of differentiated opportunities. Our management teamtheir offerings. For additional information about the risks to our business related to competition, see our Risk Factors.

Strategy

We have suspended our strategies previously disclosed in in our prior annual report. Those strategies centered on growth. Given our current financial condition and the difficulty of raising capital, our current strategy is to focus our operations on our micromobility offerings in the cities and service areas in which we operate that have the most potential for profitable operations and to continue rentals of our Wheels vehicle. We are considering several options to achieve this strategy including, among others, selling the rights that we have to provide micromobility services in certain cities or regions in which we operate (or selling the subsidiaries offering those services), ceasing to offer micromobility services in certain cities or regions in which we operate and/or reducing the scope of offerings in certain cities or regions in which we operate.

Seasonality

Each city and region where we operate or intend to operate has a distinctive combination of capabilities including:

●analyzing performance, financial and otherwise, of existing public and private entities

●an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with transition to public ownership.

Our founders have,unique seasonality, events and will continue to communicate with their networks of relationships to articulate the parametersweather that can increase or decrease rider demand for our searchplatform. We expect to experience different levels of seasonality in each market in which we operate, typically correlated to changes in the number of local residents and visitors. Ride volume can also be impacted by general trends in business or travel and tourism. Certain holidays can have an impact on ride volume on the holiday itself or during the preceding and subsequent weekends. In addition, rain, snow and cold weather tend to increase the demand for a target companycar-based transportation but reduce the demand for e-scooter and a potential business combinatione-bike rentals.

Intellectual Property

We generally rely on trademark, copyright and begintrade secret laws and employee and third-party non-disclosure agreements to protect our intellectual property and proprietary rights. We are currently in the process of pursuing trademark protection for our name and reviewing potential opportunities. Our management teamlogos in the United States. Although we believe that our pending trademark applications will be granted by the United States Patent and Trademark Office, such trademarks might not be granted, might be challenged, invalidated, or circumvented or might not provide competitive advantages to us.

We also utilizeplan to rely on patents to protect our intellectual property and proprietary technology, to the servicesextent feasible, and plan to consult with intellectual property counsel to determine what patents we may be able to file to protect our intellectual property. Wheels has already made strides in this area with a number of key innovations, such as our micro-controller technology that allows users to control all vehicle functions via Bluetooth, WiFi, and cellular networks. One of the unique features we have filed a patent for is a pedal-less bike body specifically designed for micro-mobility sharing use, which sets us apart from competitors and offers users a distinctive mode of transportation. Another important innovation is the electrical integration of helmets into the chassis of our investment banker, I-Bankers Securities, Inc.Wheels devices, promoting safety, as well as other advisors.the helmet can be unlocked and locked when the device is in use or not. To promote hygiene in our shared-use service, we have developed an anti-microbial film inside the helmets, enabling users to replace the film rather than reusing the previous customer's film. Furthermore, we hold patents on the use of gear motors to improve climb performance for hill climbs, providing a better experience for users in hilly terrain. As of the date of this annual report, we have filed a patent application in the United States for our smart parking technology (patent application number: 16/673,518). Although we believe that some of our technology may be patentable, such patents might not be granted, might be challenged, invalidated, or circumvented, or the rights granted thereunder or under licensing agreements might not provide competitive advantages to us. We believe that due to the rapid pace of technological innovation for technology, mobile, and internet products, our ability to establish and maintain a position of technological leadership in the ridesharing industry depends more on the skills of our development personnel than the legal protection afforded our existing technology.

 

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Our objectivesuccess depends in part, upon our proprietary software technology and proprietary App. We have not yet protected our software through copyright or other regulatory measures. Our standard intellectual property confidentiality and assignment agreement with employees, consultants and others who participate in the development of our software might be breached, we might not have adequate remedies for any breach, or our trade secrets might not otherwise become known to or independently developed by competitors. Our efforts to protect our proprietary technology might not prevent others from developing and designing products or technology similar to or competitive with those of ours. Our success depends in part, on our continued ability to license and use third-party technology that is integral to generatethe functionality of our products and App. This includes functions such as our payment gateway that we use for handling credit card payments, subscriptions and wallet top-ups (which we license through Stripe), interfacing with vehicles from certain suppliers (such as our license with Segway), hosting our server infrastructure (provided by Amazon Web Services) and hosting our data for analytics (provided by Google Cloud). An inability to continue to procure or use such technology likely would have a material adverse effect on our business, operating results or financial condition.

Our intellectual property is secured to a syndicated loan and security agreement entered into in 2021 and amended in 2023.

Authorizations and licenses in force

We work closely with the cities where we operate to determine the local services we provide. This includes determining fleet size, deployment locations, hours of operation and pricing. After local operations begin, we revise these determinations using real-time data. We consider compliance with requirements around parking, deployment and redistribution, and rider education to be of the utmost importance. We operate in the following cities in the following countries.

Italy

We operates in Italy in the micro-mobility environment. As of April 9, 2024, we hold licenses in 7 cities in Italy for approximately 2,000 e-vehicles, though the number of vehicles that we offer in these cities is significantly less than that. As of April 9, 2024, we operate in 5 cities Parma, Modena, Pisa, San Benedetto and Turin.

United States

In 2019, we started our expansion to the United States. As of April 9, 2024, we hold 2 sharing licenses, in Tampa (Florida) and Santa Monica (California).

Insurance

Although we pride ourselves on our commitment to safety, the sheer volume of users increases the likelihood or serious injury or property damage as a result of the use of our vehicles. To mitigate our exposure to liability from any such injuries or damage, we provide general liability insurance in the cities where we operate to cover third-party bodily injury or property damage resulting from one of our vehicles. The insurance does not cover instances where the user is at fault, but rather damages arising from faulty vehicles or maintenance issues. Additionally, such general liability insurance is required in the U.S. and Italian cities in which we operate and seek to operate.

Insurance in the micro-mobility industry is unique as it is a limited marketplace. There are only a handful of carriers that will write insurance for it and even less for multi city operators. We have our insurance policies with Apollo Underwriting Ltd. covering the U.S. market and Societa’ Reale Mutua Assicurazione for the Italian market. These policies give us the ability to purchase coverage if and when we get permits for additional cities.

Suppliers

We subcontract the manufacturing, assembly and testing of our vehicles to third-party suppliers mainly located in Asia.

The typical supply chain timeline requires on average six-months from manufacturing the e-vehicles, delivery to deploying in the relevant markets. The process depends on the typical supply lines running via sea, train and air. A mix of local suppliers and suppliers based in Asia, are responsible for providing us spare parts for our e-vehicles.

Overall, we depend upon a limited number of third parties to perform these functions, some of which are only available from single sources with which we have flexible contracts in place. In particular, we rely on:

•        Stripe for the processing of customer payments;

•        Segway Group for the supply of our electric fleet, excluding Wheels; and

•        I-Walk for the supply of Wheels electric fleet.

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Stripe

Under the terms of our arrangement, the service fees for debit and credit card transactions are not calculated on a monthly transaction volume basis. Instead, Stripe provides a consistent billing mechanism that remains in effect as long as the account is open, without the need for expiration dates or custom agreements. This means that our partnership with Stripe continues indefinitely, ensuring a stable and predictable fee structure for all card payments processed through our account.

Segway

According to our agreement with Segway, we acquired approximately 7,000 e-scooters in 2020. Unlike traditional usage-based billing models, Segway implements a fixed fee structure for its technology licensing. This fixed fee applies to any vehicle that has an attractive return for stockholders through a merger with an industry leaderactive SIM card, irrespective of the months of activity or the extent of usage. Each active SIM card comes with a strong growth recordspecified amount of data included. Should the usage exceed the included data amount, additional consumption is billed on a pay-as-you-go basis. This pricing model simplifies financial planning for our fleet operations by eliminating variability in monthly fees based on usage, ensuring that costs are predictable and growth potential. We expectaligned with our operational needs. Furthermore, our partnership agreement with Segway is automatically renewed every year. This arrangement provides us with a continuous and uninterrupted access to favor opportunitiesSegway's licensed technology, facilitating long-term planning and stability for our e-scooter fleet operations.

Employees

As of March 31, 2024, we have 39 full-time employees, no part-time employees. None of our employees are subject to a collective bargaining agreement, and we believe that our relations with certain industry and business characteristics such as compelling long-term growth prospects, attractive competitive dynamics, consolidation opportunities, leading technological position and strong management. We will also consider additional factors such as high barriers to entry, significant streams of recurring revenue, high incremental margins and attractive free cash flow characteristics.our employees generally are good.

 

ACQUISITION CRITERIA

Consistent withThe following table sets out the number of our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may ultimately decide to enter into our initial business combination withemployees on a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more companies or businesses that we believe:full-time basis:

 

Position●have exhibited strong growth in revenue or profit in recent fiscal periods or have healthy cash flow from operations;Employees
Management and administration14
Operations10
Customer Support4
Technology/Research & Development11
Total39

●will offer an attractive return for our stockholders, potential upside from growth in the target business and with an improved capital structure will provide a favorable upside reward metric measured against any identified downside risks;

●meet some key characteristics such as being or having the capability of being a disruptive participant within an industry, especially life sciences or the healthcare industries;

●are capable of obtaining both organic and acquisitive growth;

●are or can be positioned to enhance stockholder value and revenue growth as a result of increased presence across geographic borders; and

●possess exploitable intellectual property.

Material Agreements

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. If we decide to enter into our business combination with a target business that does not meet all or some of the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications relatedIn addition to our initial business combination, which, as discussedcompensation agreements with management and other material agreements described elsewhere in this Form 10-K, would be inannual report, we have entered into the form of proxy solicitation materialsfollowing material agreements under which we still have obligations or tender offer documents thatrights:

Loan and Security Agreement

On March 23, 2021, we would file with the SECentered into a Loan and deliver to stockholders.

Past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate. Stockholders should not rely on the historical record of our management’s performance as indicative of our future performance.


OUR ACQUISITION PROCESS

In evaluating one or more prospective target business or businesses, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent managementSecurity Agreement (the “Loan and key employees, document reviews and inspection of facilities, as well as a review of financialSecurity Agreement”) and other information that will be made available to us.

We are not prohibited from pursuing an initial business combinationrelated agreements with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Our stockholders may not be provided with a copy of such opinion and they may not be able to rely upon such opinion.

Members of our management team and our independent directors own securities which will be worthless if we fail to complete a business combination and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Delaware law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

We are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

EFFECTING A BUSINESS COMBINATION

We will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whetherfour institutional lenders. Under the terms of the transaction would otherwise requireLoan and Security Agreement, the aggregate principal amount of the loan was $15 million dollars and we received net proceeds of $11.9 million thereunder. We are required to pay back such loan and any accrued and unpaid interest thereon on December 1, 2023.

The loan carries interest at 9.2% per annum, which increases in the event of a default under the loan to 13.2%. The interest of the loan is due monthly, but no payments need be made directly by us during the first year as twelve months of interest payments were held in reserve and the first interest payments are paid from that reserve until it is reduced to seek stockholder approval.zero. At closing, we were required to pay in advance an intellectual property insurance premium of 3.5% per annum (or part thereof).

In connection with the loan, we granted the lenders a security interest in certain intellectual property held by us. In the caseevent of a tender offer,default, the lenders may acquire that intellectual property to settle any amounts due under the loan.


On December 8, 2023, we will file tender offer documentsentered into an Assignment and Release Agreement (the “Assignment Agreement”) by and among the holder of the obligations under the Agreement (the “Assignor”) and YA II PN, Ltd. (the “Assignee”). Pursuant to that Assignment Agreement, in exchange for the settlement amount of approximately $3.6 million, the Assignor assigned and conveyed the aggregate principal amount outstanding (the “Principal”) under a loan agreement the Company entered into with the SEC which will contain substantiallyAssignor on March 23, 2021, to the same financial and other information aboutAssignee. In connection with the initial business combination as is required underAssignment Agreement, we also agreed to grant the SEC’s proxy rules. In either case, we will consummate our initial business combination only if we have net tangible assetsAssignee conversion rights subject to the outstanding balance of at least $5,000,001 upon such consummation and, if we seek stockholder approval,$5,750,000 (the “New Principal”), the remaining principal, subject to a majorityconversion price of $1.25 per share of common stock of the Company (the “Conversion Price”). As a result, the Assignee may convert the New Principal in its sole discretion at any time on or prior to maturity at the Conversion Price. We may not convert any portion of the New Principal if such conversion would result in the Assignee beneficially owning more than 4.99% of our then issued common stock, provided that such limitation may be waived by the Assignee with 65 days’ notice.

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Acquisition of Wheels Labs, Inc.

On November 18, 2022, we acquired all of the issued and outstanding shares of commoncapital stock voted are voted in favor of the business combination.

We have until 12 months (or upon extension, 15 or 18 months, as applicable) from the closing ofWheels Labs, Inc. (“Wheels”), and Wheels became our initial public offering (completed on November 21, 2019) to consummate an initial business combination. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (net of taxes payable), divided by the number of then outstanding public shares, subject to applicable lawwholly-owned subsidiary when another wholly-owned subsidiary (“Merger Sub”) merged with and as further described herein, and then seek to liquidate and dissolve. We expect the pro rata redemption price to be $10.00 per share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds. However, we cannot assure stockholders that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.


NASDAQ rules require that our business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value)Wheels (the “Merger”). Although our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. However, if NASDAQ delists our securities from trading on its exchange after our IPO, we would not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

COMPETITIVE STRENGTHS

We believe we have the following competitive strengths:

Status as a public company

We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for our shares of common stock or for a combination of our shares of common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses might find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us. Furthermore, once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. We believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests than it would have as a privately-held company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company. These inherent limitations include limitations on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek stockholder approval of a business combination, which may delay the consummation of a transaction; and the existence of our outstanding rights, which may represent a source of future dilution.

Financial position

With funds in the trust account of $57,500,000 available to use for a business combination, we offer a target business a variety of options such as providing the owners of a target business with shares in a public company and a public means to sell such shares, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. In connection with any potential acquisition,the Merger, we may be required to obtain acquisition financing. However, since we have no specific business combination under consideration, we have not taken any steps to secure third party financingentered into an Amended and there can be no assurance that it will be available to us.


Management ExpertiseRestated Agreement and Plan of Merger (the “Amended Merger Agreement”) on October 24, 2022 with Wheels and Merger Sub and an Escrow Agreement with Wheels, Merger Sub, an escrow agent and an authorized representative of certain security holders of Wheels.

 

We will seek to capitalize on the operating experience and contacts of our officers and directors in consummating an initial business combination. We believe the network and skills of these individuals make them valuable resources to our company and will assist us in consummating a transaction. Past performance of our management team or their affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination.

CRITERIA FOR SELECTING BUSINESS COMBINATION

General

We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following our IPO (completed on November 21, 2019). We intend to utilize cash derived from the proceeds of our IPO and the private placement of private warrants, our capital stock, debt or a combination of these in effecting a business combination which has not yet been identified. Accordingly, investors in our IPO are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense and potential loss of voting control, among others. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development or growth. We may determine to acquire more than one business or entity for our initial business combination, however, any such determination could tax our management and financial resources and adversely affect our time to complete a business combination.

We Have Not Identified a Target Business or Businesses

To date, we have not selected any target business on which to concentrate our search for a business combination. Although we are not required or bound to acquire a business in a particular geographic region or industry sector, we expect to focus our efforts in North America, Europe and Asia (excluding China), and in the life and health sciences sectors. We shall not undertake our initial business combination with any entity with its principal business operations in China. None of our officers, directors, promoters and other affiliates has engaged in any binding discussions on our behalf with representatives of other companies regarding the possibility of a potential business combination with us. As a result, we cannot assure stockholders that we will be able to locate a target business or that we will be able to engage in a business combination with a target business on favorable terms or at all.

SubjectPursuant to the requirement that while we are listed on NASDAQ our target business have a fair market value of 80% of the trust account balance (excluding taxes payable on the interest earned on the trust account), as described below, we will have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Except as described below, we have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors in our IPO to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. To the extent we effect a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure stockholders that we will properly ascertain or assess all significant risk factors.


Sources of Target Businesses

While we have not yet identified any acquisition candidates, we believe based on our management’s business knowledge and past experience that there are numerous acquisition candidates. We expect that our principal means of identifying potential target businesses will be through the extensive contacts and relationships of our founders, officers and directors. While our officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, we believe that the relationships they have developed over their careers will generate a number of potential business combination opportunities that will warrant further investigation. We also anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read this Form 10-K and know what types of businesses we are targeting. Our founders, officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will our sponsor, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, our initial business combination (regardless of the type of transaction that it is), the repayment of non-interest-bearing loans and reimbursement of any out-of-pocket expenses. Our audit committee will review and approve all reimbursements and payments made to our officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval. We have no present intention to enter into a business combination with a target business that is affiliated with any of our officers or directors or their affiliates. However, we are not restricted from entering into any such transactions and may do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view.

Selection of a Target Business and Structuring of a Business Combination

Subject to the limitations that while we are listed on NASDAQ a target business have a fair market value of at least 80% of the balance in the trust account (approximately $45,600,000) (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management may consider a variety of factors, including one or more of the following:

●financial condition and results of operation;

●growth potential;

●brand recognition and potential;

●experience and skill of management and availability of additional personnel;

●capital requirements;

●competitive position;

●barriers to entry;

●stage of development of the products, processes or services;

●existing distribution and potential for expansion;

●degree of current or potential market acceptance of the products, processes or services;

●proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;


●impact of regulation on the business;

●regulatory environment of the industry;

●costs associated with effecting the business combination;

●industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

●macro competitive dynamics in the industry within which the company competes.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (approximately $45,600,000) (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance (excluding taxes payable on the interest earned on the trust account). The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an investment banking firm, or another independent entity that commonly renders valuation opinions, as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

If NASDAQ delists our securities from trading on its exchange after our IPO, we would not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new sharesAmended Merger Agreement, in exchange for all of the outstanding share capital stock of Wheels, Merger Sub merged with and into Wheels and became our wholly-owned subsidiary. The following is a target. In this case, we could acquire a 100% controlling interest in the target; however, as a resultsummary of the issuanceAmended Merger Agreement, and we suggest that you review the entire Agreement, which is attached as an exhibit to this Current Report, if you would like to have a deeper understanding of a substantial numberits terms.

Consideration

In exchange for all of new shares,the outstanding share capital of Wheels, we issued to security holders of Wheels approximately 6,751,823 Series A convertible preferred stock equal to six and ninety-nine hundredths (6.99%) of our stockholderstotal issued and outstanding common stock immediately prior to our initial business combination could own less than athe Closing (as may be adjusted downwards pursuant to the terms and conditions of the Amended Merger Agreement). The Series A convertible preferred stock converted into 904 shares of the Company’s Class A common stock upon the approval of the majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100%the holders of the equity interests or assets ofCompany’s common stock to allow for such issuance under Nasdaq Rule 5635 (the “Stockholder Approval”).

Serie B Licenses

On June 7, 2021, we entered into two agreements with Lega Nazionale Professionisti Serie B (“League Serie B”) to acquire the rights to broadcast approximately 390 regular season soccer games in Serie B for the next three seasons, on a target business or businesses are owned or acquirednon-exclusive basis. Additionally, Helbiz Media has been appointed by the post-transaction company,League Serie B as the portion of such business or businesses that is owned or acquired is what will be valued for purposesexclusive distributor of the 80% of trust account balance test. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securitiesSerie B international media rights. Pursuant to the sellersagreements with the League Serie B, Helbiz Media will commercialize such international rights on behalf of such businesses and/or seekthe League Serie B. Under these agreements, Serie B will take care of the TV productions of all matches and will provide the feeds to raise additional funds through a private offering of debt or equity securities. SinceHelbiz Media. The agreements that we have no specific business combination under consideration, we have not entered into any such fund-raising arrangement andwith League Serie B for rights outside of Italy gives us the right to distribute the rights to third parties to broadcast the Serie B games outside of Italy, including Helbiz Media itself. We have no current intentionguaranteed Serie B a minimum annual payment of doing so.


Lack of Business Diversification

We expect to complete only a single business combination. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

●subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

●result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If we determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we may need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our schedule, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

Limited Ability to Evaluate the Target Business’ Management

Although we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure stockholders that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure stockholders that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment or consulting agreements€2.5 million (approximately $3 million) in connection with the business combination. Such negotiations would take place simultaneouslydistribution of the rights outside of Italy, and any amounts received after €2.5 million (approximately $3 million) will be divided among us and League Serie B.

The agreements that we entered into with Serie B for rights in Italy are non-exclusive rights. The rights to broadcast in Italy have been sold to two other over-the-top providers pursuant to agreements on the same terms as well as to one provider for terrestrial and/or cable and satellite broadcast. We are required to pay €12 million (approximately $14 million) per year in connection with these right.

In June 2023, the Company received communications from League Serie B notifying if of League Serie B’s early termination of the agreements related to the commercialization and broadcast of the LNPB content. The communications also requested the immediate payment of the invoices overdue amounting to $11.4 million. In February 2024, the Company entered into a Settlement agreement with LNPB pursuant to which the Company’s obligations under the original agreements will be satisfied in exchange of a payment of $5.4 million, divided in three payments on or prior November 30, 2024.

SEPAs

On March 8, 2023, we entered into a SEPA with Yorkville (the “March SEPA”, and together with the negotiationOctober SEPA and the March SEPA, the “SEPAs”). Pursuant to the March SEPA, we have the right, but not the obligation, to sell to Yorkville up to $50,000,000 of shares of Class A common stock at our request any time during the commitment period commencing on March 8, 2023 and terminating on the earliest of (i) the first day of the business combinationmonth following the 24-month anniversary of the March SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the March SEPA for shares of our Class A common stock equal to the commitment amount of $50,000,000. Each sale we request under the March SEPA (an “Advance”) may be for a number of shares of Class A common stock equal to the greater of: (i) an amount equal to 100% of the average daily traded amount of the shares during the five Trading Day immediately preceding the delivery of an Advance Notice, or (ii) 5,000,000 shares of common stock. The shares would be purchased at 95.0% of the Option 1 Market Price, which is the lowest VWAP (the daily volume weighted average price of our Class A common stock for the applicable date on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading hours) in each of the three consecutive trading days commencing on the trading day following our submission of an Advance Notice to Yorkville, or 92.0% of the Option 2 Market Price, which is the VWAP during the period commencing upon receipt of such Advance Notice and ending on 4:00 p.m. on such day. An Advance with an Option 2 Market Price can only be selected with the consent of Yorkville. The purchase would be subject to certain limitations, including that Yorkville could providenot purchase any shares that would result in it owning more than 9.99% of our Class A common stock or any shares that, aggregated with any related transaction, would exceed 48,119,674, unless shareholder approval was obtained allowing for themissuances in excess of the Exchange Cap. The Exchange Cap will not apply under certain circumstances, including to receive compensationthe extent that (and only for so long as) the average price for all shares of Class A common stock purchased pursuant to the March SEPA shall equal or exceed the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)).

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In addition, subject to the mutual consent of the Company and Yorkville, we may, from time to time, request pre-advance loans from Yorkville, in the form of cash payments and/or our securities for services they would renderaggregate not to exceed $50,000,000 and pursuant to the company afterterms and conditions set forth in the consummationMarch SEPA and the accompanying promissory note attached thereto. Pre-Advance Loans may be repaid with cash (including the proceeds of an Advance) or in shares of Class A common stock if the business combination. Whileholder elects to convert the personal and financial interests of our key personnel may influence their motivationpromissory note issued in identifying and selecting a target business, their ability to remainconnection with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, we cannot assure stockholders that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure stockholders that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders May Not Have the Ability to Approve an Initial Business Combination

Pre-Advance Loan.

In connection with any proposed business combination, we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata shareexecution of the aggregate amount then on deposit inMarch SEPA, we agreed to pay a commitment fee of $750,000 as consideration for its irrevocable commitment to purchase the trust account (netshares of taxes payable), or (2) provide our stockholders withClass A common stock upon the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each caseterms and subject to the limitations described herein. If we determine to engage in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timingsatisfaction of the transactionconditions set forth in the March SEPA. Such commitment fee is due at the earlier of one month of the date of the March SEPA or the first takedown thereunder.

As of April 9, 2024, we have drawn down approximately $22.3 million in exchange for the issuance of 43,922,159 shares of common stock.

Agreements with Everli S.P.A.

In the first quarter of 2024, we entered into two agreements with Everli S.P.A. (“Everli”). Everli was founded in 2014 and whetheroffers its grocery delivery service across cities in Europe. It is a related party as our President and Chief Executive Officer has a majority equity interest in Everli. One of the agreements was a Service Supply Agreement entered into with our wholly-owned subsidiary, Helbiz Media Italia Srl, and the other is an Agreement on Business Cooperation entered into with our wholly-owned subsidiary, Helbiz DOO.

The Service Supply Agreement concerns Helbiz Media providing design, development, and communication ideas to Everli. Under the terms of the transaction would otherwise requireagreement, Everli is to pay us €6 million, approximately $6.5 million, in exchange for our provision of “supply services for Everli according to seek stockholder approval. In the caseconsolidated industry practice, from the design phase of a tender offer,the various work streams to the realization of the proposed solutions shared and approved by the client.” There is no timeline for the payment of the funds due under this agreement, and to date no funds have been received under this agreement. The Service Supply Agreement expires on March 1, 2025 unless renewed for successive 60 day periods.

The Agreement on Business Cooperation is an agreement pursuant to which we will file tender offer documentsprovide Everli with (i) software development services and (ii) services for preparing for an initial public offering. Pursuant to the SECAgreement on Business Cooperation, Everli is to pay us an initial payment of €200 thousands, approximately $220 thousands, within five days of entering into the agreement and a monthly payment of €100 thousands, approximately $110 thousands. This agreement has no fixed term and may be terminated by either party with 30 days’ notice.

Loan from Palella Holdings LLC

On January 31, 2024, we issued a note to Palella Holdings LLC, an entity in which will contain substantiallyour CEO is the same financial and other information aboutsole shareholder, in exchange for net proceeds of $1,000,000. Pursuant to the initial business combination as is required under the SEC’s proxy rules. In either case, we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder approval, a majorityterms of the outstandingnote, we are to pay Palella Holdings LLC $1,000,000 on an interest free basis on January 31, 2025. The note is convertible into shares of our common stock voted are voted in favorat a conversion price to be agreed upon between us and Palella Holding LLC at the time of the business combination.such conversions.

 


ITEM 1A. RISK FACTORS

 

We choseInvesting in our net tangible asset thresholdsecurities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of $5,000,001 to ensurethese risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this Annual Report are not the only risks and uncertainties that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, we may need to have more than $5,000,001 in net tangible assets upon consummationface. Additional risks and this may force us to seek third party financing which mayuncertainties not be available on terms acceptablepresently known to us or at all. Asthat we currently believe to be immaterial may become material and adversely affect our business.

Summary of Risk Factors

The following is a summary of certain risks that may affect our business, industry and/or financial condition and results of operations:

·Our limited operating history may make it difficult to evaluate the success of our business to date and to assess our future viability.
·We have realized significant operating losses to date and expects to incur losses in the future.
·We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.
·Issuance of shares of class A common stock pursuant to our SEPA or upon the exercise or conversion of options, warrants or convertible securities will further dilute the outstanding shares of shares of common stock and could adversely impact the price of our Class A common stock.
·Our financial statements for the fiscal year ended December 31, 2023 include an explanatory paragraph from our auditor indicating that there is substantial doubt about our ability to continue as a going concern.
·We have debts and may incur additional debts in the future. Our debt repayment obligations may limit our available resources and the terms of debt instruments may limit our flexibility in operating our business.
·If we breach covenants under our outstanding debts, we could be held in default under such loans, which could accelerate our repayment dates and result in the transfer of our intellectual property.
·The market for micro-mobility vehicle sharing is in an early stage of growth, and if such market does not continue to grow, grows more slowly than we expect or fails to grow as large as we expect, our business, financial condition and results of operations could be adversely affected.
·If we are unable to efficiently grow and further develop our network of shared vehicles and manage the related risks, our business, financial condition and results of operations could be adversely affected.
·If we fail to cost-effectively attract new riders, or to increase utilization of our platform by existing riders, our business, financial condition and results of operations could be adversely affected.
·We could be subject to claims from riders third parties that are harmed whether or not our platform is in use, which could adversely affect our business, brand, financial condition and results of operations.
·We will face significant market competition in the transportation industry.
·We face intense competition and could lose market share to competitors, which could adversely affect our business, financial condition, and results of operations.
·We depend upon a limited number of third-party manufacturers to produce and test our products and to maintain our payment platform. Any disruptions in the operations of, or the loss of, any of these third parties could adversely affect our business.
·Our vehicles may experience quality problems from time to time, which could result in product recalls, injuries, litigation, enforcement actions and regulatory proceedings, and could adversely affect our business, brand, financial condition, and results of operations.
·We may become subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition, and results of operations.
·We have had to reduce our operations and may need to reduce them further.
·We depend on key personnel and may not be able to attract and retain qualified personnel necessary for the design, development, marketing, and sale of our services.
·We rely on third-party payment processors to process payments made by riders on our platform, and if we cannot manage our relationships with such third parties and other payment-related risks, our business, financial condition, and results of operations could be adversely affected.
·We rely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships, our costs may increase and our business, financial condition and results of operations could be adversely affected.
·Our marketing efforts to help grow our business may not be effective.
·Our future success depends on our ability to keep pace with rapid technological changes that could make our current or future technologies less competitive or obsolete.
·We are subject to intense competition.
·We will require intellectual property protection and may be subject to the intellectual property claims of others.
·We may become subject to claims by third parties asserting that we or our employees have infringed or misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property.
·We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful, and have a material adverse effect on the success of our business.
·Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could adversely affect our business, financial condition, and results of operations.
·Any actual or perceived security or privacy breach could interrupt our operations and adversely affect our reputation, brand, business, financial condition, and results of operations.
·Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect our business.
·Systems failures and resulting interruptions in the availability of our website, applications, platform, or offerings could adversely affect our business, financial condition and results of operations.
·Our business could be adversely impacted by changes in the Internet and mobile device accessibility of users and unfavorable changes in or our failure to comply with existing or future laws governing the Internet and mobile devices.
·We rely on mobile operating systems and application marketplaces to make our apps available to the riders, subscribers, and users on our platform, and if we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high rider reviews, our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.
·Defects, errors or vulnerabilities in our applications, backend systems or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.
·We may be subject to theft, loss, or misuse of personal data about our employees, customers, or other third parties, which could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.
·The price of our common stock likely will be volatile like the stocks of other early-stage companies.
·Our common stock was delisted from the Nasdaq Capital Market
·We have broad discretion in the use of our existing cash, cash equivalents and may not use them effectively.
·We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
·Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to decline.
·We have authorized shares of preferred stock and the issuance of any such shares could contain preferred or super voting power.

Risks Related to Our Business and Industry

Our limited operating history may make it difficult to evaluate the success of our business to date and to assess our future viability.

We were incorporated as a Delaware corporation in October 2015 for the purpose of becoming a seamless transportation and payment ecosystem for micro-mobility vehicle sharing. Since inception, we have devoted substantially all of our resources to building our intellectual property portfolio, planning our business, raising capital and providing general and administrative support for these operations. Further, we have no history of profitability. If we do not generate positive cash flow in a timely manner and attain profitability, we may not be able to consummateremain in business. We are also subject to business risks associated with new business enterprises, including risks relating to the development and testing of our product, software, initial and continuing regulatory compliance, privacy and data storage matters, vendor manufacturing costs, product production and assembly, and the competitive and regulatory environments in the multiple regions in which we operate. We expect our financial condition and operating results to fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond our control. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if we had a longer operating history. In addition, as an early-stage company, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown circumstances. It is difficult to forecast our future results, and we have limited insight into trends that may emerge and affect our business. The estimated costs and timelines that we have developed to achieve our growth projections are subject to inherent risks and uncertainties involved in the transition from a start-up company. Market conditions, many of which are outside of our control and subject to change, including general economic conditions, the impacts and ongoing uncertainties created by the COVID-19 pandemic, the war in Ukraine and the Middle East, fuel and energy prices, regulatory requirements and incentives, competition and the pace and extent of vehicle electrification generally, will impact demand for our business, prospects, financial condition and operating results.

9 

We have realized significant operating losses to date and expects to incur losses in the future.

We have operated at a loss since inception, and we expect these losses to continue into at least our 2024 fiscal year if not beyond. Our net loss for the years ended December 31, 2023, and 2022 was $62.1 million and $82.1 million, respectively. We might not ever be profitable or generate sufficient profits to distribute dividends to our shareholders. Until we achieve profitability, we will have to seek other sources of capital to continue operations.

We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

We expect that we will need to obtain additional financing, either through borrowings, private offerings, public offerings, or some type of business combination, such initialas a merger, or buyout to continue operating and to expand our business. We may be unable to acquire the additional funding necessary to expand our business as intended or even to continue operating. Accordingly, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to shareholders, in per share value and/or voting power, or that result in shareholders losing all of their investment in the Company.

If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and control of current equity holders and could be at prices substantially below our per share price in our initial public offering, at which our shares have previously been sold in the public market or at which our publicly traded warrants may be exercised.

Capital raises were the primary reason that the total outstanding shares at our common stock increased from 2,172 at December 31, 2021, to 37,129 at March 24, 2023 and to 45,185,172 as of April 9, 2024. Our continued need for capital may result in such hyper dilution in the future. We may seek to increase cash reserves through the sale of additional equity or debt securities or through the sale of assets (including operating subsidiaries). The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. Financing might not be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Issuance of shares of class A common stock pursuant to our SEPA or upon the exercise or conversion of options, warrants or convertible securities will further dilute the outstanding shares of shares of common stock and could adversely impact the price of our Class A common stock.

We have entered into SEPAs pursuant to which we could issue shares of class A common stock in materially large amounts. In the past eighteen months, we have sold 44,170,960 shares of common stock (out of 45,185,172 currently outstanding) pursuant to the SEPAs for approximately $55.8 million. Additionally, in 2021 and 2022, we converted approximately $43.8 million held by the counterparty to the SEPAs into approximately 14,187 shares of Class A common stock. Any issuances of class A common stock pursuant to the SEPA or upon the conversion of outstanding convertible debt (totaling approximately $9.2 million as of April 9, 2024).

In tandem with the hyper dilution caused by our equity issuances, the market price of our common stock has markedly decreased. By way of example, the per share price for a share of our common stock has dropped from $41,175 as at December 31, 2021, to $982.50 at December 30, 2022, to $0.073 at December 31, 2023 to $0.0080 at April 9, 2024. The per share price of our class A common stock may be adversely affected by any such future dilutive stock issuances.

Our financial statements for the fiscal year ended December 31, 2023 include an explanatory paragraph from our auditor indicating that there is substantial doubt about our ability to continue as a going concern.

The auditor’s opinion accompanying our audited financial statements for the year ended December 31, 2023, include an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern as a result of recurring losses from operations and negative cash flows. Since inception, we have devoted substantially all of our resources to initiating our micro-mobility services in various cities, building our intellectual property portfolio, planning our business, raising capital and providing general and administrative support for these operations. We expect our financial condition and operating results to fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond our control.

10 

We have debts and may incur additional debts in the future. Our debt repayment obligations may limit our available resources and the terms of debt instruments may limit our flexibility in operating our business.

As of December 31, 2023, we had total outstanding notes and bonds in a principal amount of approximately $16.8 million, mostly comprised of unsecured loans from an Italian bank and institutional investors, funds provided under a Loan and Security Agreement and convertible debentures and notes issued to Yorkville. Subject to the limitations under the terms of our existing debt, we may incur additional debt, secure existing or future debt or refinance our debt. In particular, we may need to incur additional debts to fund our activities, and the terms of such financing may not be attractive.

Since our common stock has been delisted from the Nasdaq Capital Market, the dollar volume of our publicly traded shares has significantly decreased. We believe that this decrease in the dollar volume of our shares makes it harder for convertible note holders to have their notes repaid through the conversion of debt than in cash, which in turn increases our need for future financings.

Even if the holders of our convertible debentures convert all of those debentures into shares of common stock, we will use a substantial portion of our cash flows, cash on hand and/or capital raises to pay the principal and interest on our indebtedness. These payments will reduce the funds available for working capital, capital expenditures and other corporate purposes and will limit our ability to obtain additional financing for working capital or making capital expenditures for expansion plans and other investments, which may in turn limit our ability to implement our business strategy. Our debt may also increase our vulnerability to downturns in our business, in our industry or in the economy as a whole and may limit our flexibility in terms of planning or reacting to changes in our business and in the industry and could prevent us from taking advantage of business opportunities as they arise. Our business might not generate sufficient cash flow from operations and future financing might not be available in sufficient amounts or on favorable terms to enable us to make timely and necessary payments under the terms of our indebtedness or to fund our activities.

In addition, the terms of certain of our debt facilities subject us to certain limitations in the operation of our business, due to restrictions on incurring additional debt and encumbrances, carrying out corporate reorganizations, selling assets, paying dividends or making other distributions. Any debt that we incur or guarantee in the future could be subject to additional covenants that could make it difficult to pursue our business strategy, including through potential acquisitions or divestitures.

If we breach covenants under our outstanding debts, we could be held in default under such loans, which could accelerate our repayment dates and result in the transfer of our intellectual property.

If we were to default on any of our debt, we could be required to make immediate repayment, other debt facilities may be cross-defaulted or accelerated, and we may be unable to refinance our debt on favorable terms or at all, which would have a material adverse effect on our financial position.

In addition, in connection with the loan under the Loan and Security Agreement entered into with various creditors on March 23, 2021 and subsequently amended and assigned, we granted a security interest in our intellectual property. If we were to default and our intellectual property were to be acquired, we could not continue our operations as currently carried out.

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Risks Related to Our Business Operations

Risks to Our Micro-Mobility Business

The market for micro-mobility vehicle sharing is in an early stage of growth, and if such market does not continue to grow, grows more slowly than we expect or fails to grow as large as we expect, our business, financial condition and results of operations could be adversely affected.

The market for micro-mobility vehicle sharing is new and unproven, and it is uncertain whether demand for our services will grow and achieve wide market acceptance. Our success depends on the willingness of people to widely adopt micro-mobility vehicle sharing. If the public does not perceive such sharing as beneficial, or chooses not to adopt it as a result of concerns regarding safety, affordability or for other reasons, whether as a result of incidents on our platform or on our competitors’ platforms or otherwise, then the market for our micro-mobility sharing network may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect, any of which could adversely affect our business, financial condition and results of operations.

If we are unable to efficiently grow and further develop our network of shared vehicles and manage the related risks, our business, financial condition and results of operations could be adversely affected.

While some major cities have widely adopted micro-mobility vehicle sharing, new markets might not accept, or existing markets might not continue to accept, micro-mobility vehicle sharing, and even if they do, we might not be able to execute our business strategy. Even if we are able to successfully develop and implement our network of shared vehicles, there may be heightened public skepticism of this nascent service offering. In particular, there could be negative public perception surrounding micro-mobility vehicle sharing, including the overall safety and the potential for injuries occurring as a result of accidents involving an increased number of bikes, scooters and mopeds on the road. Such negative public perception may result from incidents on our platform or incidents involving competitors’ offerings.

We use a limited number of external suppliers for our vehicles, and a continuous, stable and cost-effective supply of vehicles that meet our standards is critical to our operations. We expect to continue to rely on external suppliers in the future and might not be able to maintain our existing relationships with these suppliers and continue to be able to source our vehicles on a stable basis, at a reasonable price or at all.

The supply chain for vehicles exposes us to multiple potential sources of delivery failure or shortages. In the event that the supply of vehicles or key components is interrupted or there are significant increases in prices, our business, financial condition and results of operations could be adversely affected. Additionally, changes in business conditions, force majeure, governmental changes and other factors beyond our control or that we do not presently anticipate could also affect our suppliers’ ability to deliver on a timely basis.

We incurred significant costs related to the design, purchase, sourcing and operations of our micro-mobility network and expect to continue incurring such costs as we expand our network of shared vehicles. The prices of our vehicles may fluctuate depending on factors beyond our control including market and economic conditions, tariffs and demand. Substantial increases in prices of these assets or the cost of our operations would increase our costs and reduce our margins, which could adversely affect our business, financial condition and results of operations.

Our vehicles or components thereof may experience quality problems or defects from time to time, which could result in decreased usage of our micro-mobility network. We might not be able to detect and fix all defects in our vehicles. Failure to do so could result in lost revenue, litigation or regulatory challenges, including personal injury or products liability claims, and harm to our reputation.

We envision expanding our current core business to include other sharing services. Failure to provide these additional services as envisioned or at all, could affect our growth prospects and operating results.

The revenue that we generate from our network of shared offerings may fluctuate from quarter to quarter due to, among other things, seasonal factors including weather. Our limited operating history makes it difficult for us to assess the exact nature or extent of the effects of seasonality on our network of shared offerings, however, we expect the demand for vehicle rentals to decline over the winter season and increase during more temperate and dry seasons. Any of the foregoing risks and challenges could adversely affect our business, financial condition and results of operations.

If we fail to cost-effectively attract new riders, or to increase utilization of our platform by existing riders, our business, financial condition and results of operations could be adversely affected.

Our success depends in part on our ability to cost-effectively attract new riders, retain existing riders and increase utilization of our platform by current riders. Our riders have a wide variety of options for transportation, including personal vehicles, rental cars, taxis, public transit and other ridesharing and bike and scooter sharing offerings. Rider preferences may also change from time to time. To expand our rider base, we must appeal to new riders who have historically used other forms of transportation or other micro-mobility sharing platforms. Our reputation, brand and ability to build trust with existing and new riders may be adversely affected by complaints and negative publicity about us, our offerings on our platform, or our competitors, even if factually incorrect or based on isolated incidents. Further, if existing and new riders do not perceive our vehicles to be reliable, safe and affordable, or if we fail to offer new and relevant offerings and features on our platform, we may not be able to attract or retain riders or to increase their utilization of our platform. As we continue to expand into new geographic areas and into other modes of transportation, we will be relying in part on referrals from existing riders to attract new riders, and therefore we must take efforts to ensure that existing riders remain satisfied with our offerings. If we fail to continue to grow our rider base, retain existing riders or increase the overall utilization of our platform by existing riders, our business, financial condition and results of operations could be adversely affected. Although we may grow our ride base in cities where we operate, if we do not enter new markets, fails to do so on the scale that we anticipate or loses permits to operate in those cities in which we currently offer micro-mobility services, the growth in our overall rider base may fall below our expectations. If we do not achieve sufficient utilization of our asset-intensive micro-mobility network, our business, financial condition and results of operations could be adversely affected.

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We could be subject to claims from riders third parties that are harmed whether or not our platform is in use, which could adversely affect our business, brand, financial condition and results of operations.

We are subject to claims, lawsuits, investigations and other legal proceedings relating to injuries to riders or third parties that are attributed to us through our offerings, and such claims, lawsuits, investigations and other proceedings may increase in the future. Although we fundamentally disagree with many of the lawsuits against us, as of December 31, 2023 and December 31, 2022, we concluded that certain losses on litigation were probable and reasonably estimable. As a result, we recorded in our audited financial statement for our 2023 fiscal year and our 2022 fiscal year accruals for legal contingencies amounting to $4.0 million and $2.7 million, respectively.

With the acquisition of Wheels, we acquired potential liability to several proceedings that began prior to the acquisition or that may be brought in connection with events that occurred prior to our involvement with Wheels. We may be subject to personal injury claims whether or not such injury actually occurred as a result of activity on our platform. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, any riders or third parties could result in negative publicity and harm to our brand, reputation, business, financial condition and results of operations. Our insurance policies and programs may not provide sufficient coverage to adequately mitigate the potential liability we face, especially where any one incident, or a group of incidents, could cause disproportionate harm, and we may have to pay high premiums or deductibles for coverage and, for certain situations, we may not be able to secure coverage at all.

As we expand our micro-mobility network, we may be subject to an increasing number of claims, lawsuits, investigations or other legal proceedings related to injuries to, or deaths of, riders. Any such claims arising from the use of our vehicles, regardless of merit or outcome, could lead to negative publicity, harm to our reputation and brand, significant legal, regulatory or financial exposure or decreased use of our vehicles. Furthermore, certain assets and components we design, and manufacture could contain design or manufacturing defects, which could also lead to injuries or death to riders. We might not be able to detect, prevent, or fix all defects, and failure to do so could harm our reputation and brand or result in personal injury or products liability claims or regulatory proceedings. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

We will face significant market competition in the transportation industry.

Our micro-mobility sharing services compete with all other providers of short-distance transport including busses, subways, bicycles, cars, trams, motorcycles, mopeds, scooters and walking, among other transportation modes. Some of these modes of transport may be perceived as cheaper, more convenient, safer, healthier or more comfortable than using our vehicles.

In addition to competing with these other modes of transport, we more specifically competes with micro-mobility sharing platforms. If the cost, ease of use, safety or other perceived advantages of these platforms are deemed by significant portions of the public to be superior to our platform, we may not achieve a user base that is sufficient to achieve profitability. Our main competitors in the micro-mobility sharing market include Lyft, Lime and Bird. We also compete with bike sharing services like Spin, car sharing services such as Uber and Lyft, certain non-ridesharing “Transportation as a Service”, or “TaaS” network companies, taxicab and livery companies as well as traditional automotive manufacturers, such as BMW, which have entered the TaaS market, among others.

These competitors have greater financial, technical, marketing, research and development, manufacturing and other resources, greater name recognition, longer operating histories or a larger user base than we do. They may be able to devote greater resources to the development, promotion and sale of offerings and offer lower prices than us, which could adversely affect our results of operations. Further, they may have greater resources to deploy towards the research, development, and commercialization of new technologies, including e-scooters, e-bikes or e-scooters, or they may have other financial, technical or resource advantages. These factors may allow our competitors to derive greater revenue and profits from their existing user bases, attract and retain new riders at lower costs or respond more quickly to new and emerging technologies and trends. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings. If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

We face intense competition and could lose market share to competitors, which could adversely affect our business, financial condition, and results of operations.

The market for TaaS networks is intensely competitive and characterized by rapid changes in technology, shifting rider needs and frequent introductions of new services and offerings. We expect competition to continue, both from current competitors and new entrants in the market that may be well-established and enjoy greater resources or other strategic advantages. If we are unable to anticipate or react to these competitive challenges, our competitive position could weaken, or fail to improve, and we could experience a decline in revenue or growth stagnation that could adversely affect our business, financial condition, and results of operations.

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Our reputation, brand, and the network effects among riders on our platform are important to our success, and if we are not able to continue developing our reputation, brand and network effects, our business, financial condition, and results of operations could be adversely affected.

We believe that building a strong reputation and brand as a safe, reliable, and affordable platform and continuing to increase the strength of the network effects among riders on our platform are critical to our ability to attract and retain customers. The successful development of our reputation, brand and network effects will depend on a number of factors, many of which are outside our control. Negative perception of our platform or company may harm our reputation, brand, and networks effects, including as a result of:

•complaints or negative publicity about the company, riders, our offerings or our policies and guidelines, even if factually incorrect or based on isolated incidents;
•illegal, negligent, reckless or otherwise inappropriate behavior by users or third parties;
•a failure to offer riders competitive ride pricing;
•a failure to provide a range of ride types sought by riders;
•actual or perceived disruptions or defects in our platform, such as privacy or data security breaches, site outages, payment disruptions or other incidents that impact the reliability of our offerings;
•litigation over, or investigations by regulators into, our platform;
•users’ lack of awareness of, or compliance with, our policies;
•changes to policies that users or others perceive as overly restrictive, unclear or inconsistent with our values or mission or that are not clearly articulated;
•a failure to detect a defect in our vehicles or other offerings;
•a failure to enforce our policies in a manner that users perceive as effective, fair and transparent;
•a failure to operate our business in a way that is consistent with our values and mission;
•inadequate or unsatisfactory user support service experiences;
•illegal or otherwise inappropriate behavior by our management team or other employees or contractors;
•negative responses by riders to new offerings on our platform;
•accidents, defects or other negative incidents involving riders on our platform;
•perception of our treatment of employees and our response to employee sentiment related to political or social causes or actions of management; or
•any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

If we do not successfully develop our brand, reputation and network effects and successfully differentiate our offerings from competitive offerings, our business may not grow, we may not be able to compete effectively, and we could lose existing riders or fail to attract new riders, any of which could adversely affect our business, financial condition, and results of operations.

Any failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition, and results of operations.

Our ability to attract and retain riders depends in part on the ease and reliability of our offerings, including our ability to provide high-quality support. Users on our platform depend on our support organization to resolve any issues relating to our offerings, such as being overcharged for a ride or reporting a safety incident. Our ability to provide effective and timely support largely depends on our ability to attract and retain service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings. As we expand our geographic reach and mobility sharing platforms, we will face challenges related to providing quality support services at scale. Any failure to provide efficient user support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition, and results of operations.

Failure by us to deal effectively with fraud, theft and vandalism could harm our business.

We may in the future incur, losses from various types of fraud, including use of stolen or fraudulent credit card data or claims of unauthorized payments by a rider. Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal information, such as unauthorized use of another person’s identity, account information or payment information and unauthorized acquisition or use of credit or debit card details, bank account information and mobile phone numbers and accounts. Under current credit card practices, we may be liable for rides facilitated on our platform with fraudulent credit card data, even if the associated financial institution approved the credit card transaction. Despite measures we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our platform, we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Any failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition, and results of operations.

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Additionally, because our vehicles are accessible to the public where they have last been parked or where we have decided to place them, they are vulnerable to harm from the public. Bad actors could decide to steal, vandalize, or otherwise harm or destroy our vehicles. For example, shared scooters and bikes have been burned or damaged in recent protests in France, and swappable batteries in shared vehicles have been targeted for theft for the black-market resale of their components. Any such damage or destruction to our vehicles could result in a loss of revenue and additional expenses to replace or repair the damaged vehicle.

We depend upon a limited number of third-party manufacturers to produce and test our products and to maintain our payment platform. Any disruptions in the operations of, or the loss of, any of these third parties could adversely affect our business.

We subcontract all of our manufacturing, assembly and testing of our vehicles. Our payment platform was developed by third parties. We depend upon a limited number of third parties to perform these functions, some of which are only available from single sources with which we do not have long-term contracts. In particular, we rely on:

•Stripe, Inc. for payment processing,

•Segway Group for supplying our fleet of electric vehicles, excluding Wheels’ vehicle and

•I-Walk for Wheels’ vehicles.

Our reliance on sole or limited source vendors involves risks. These risks include possible shortages of key components, product performance shortfalls, and reduced controls over delivery schedules, manufacturing capability, quality assurance, quantity, and costs, among others. For example, our roll out of e-bike services in the second half of 2020 was slowed by the failure of a third-party manufacturer to provide a sufficient supply of reliable e-bikes that met our operational standards. Our operations also may be harmed by lengthy or recurring disruptions at any of the facilities of our manufacturers. These disruptions may include, without limitation, labor strikes, work stoppages, fire, earthquake, flooding, or other natural disasters. These disruptions could cause significant delays in shipments until we are able to shift the products from an affected manufacturer to another manufacturer. The loss of a significant third-party manufacturer or the inability of a third-party manufacturer to meet performance and quality specifications or delivery schedules could harm our business.

Our vehicles may experience quality problems from time to time, which could result in product recalls, injuries, litigation, enforcement actions and regulatory proceedings, and could adversely affect our business, brand, financial condition, and results of operations.

Our vehicles may contain defects in their design, materials and construction or may be improperly maintained or repaired. These defects or improper maintenance or repair could unexpectedly interfere with the intended operations of the vehicles, which could result in injuries to riders. Failure to detect, prevent or fix defects or to properly maintain or repair vehicles could result in a variety of consequences including product recalls, injuries, litigation, enforcement actions and regulatory proceedings, among others. The occurrence of real or perceived quality problems or material defects in our current or future e-bikes, e-scooters and e-scooters could result in negative publicity, regulatory proceedings, enforcement actions or lawsuits filed against us, particularly if riders are injured. Even if injuries to riders are not the result of any defects in or the failure to properly maintain or repair our vehicles or other offerings, we may incur expenses to defend or settle any claims and our brand and reputation may be harmed. With the acquisition of Wheels, we have acquired liability that may have attached to Wheels prior to our acquisition of Wheels and of which we may not be fully aware. Any of the foregoing risks could also result in decreased usage of our network of shared transportation modes and adversely affect our business, brand, financial conditions, and results of operations.

General Risks to Our Business

We may become subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition, and results of operations.

We may become subject to claims, lawsuits, arbitration proceedings, government investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving personal injury, property damage, worker classification, labor and employment, anti-discrimination, commercial disputes, competition, consumer complaints, intellectual property disputes, compliance with regulatory requirements and other matters, and we may become subject to additional types of claims, lawsuits, government investigations and legal or regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to product liability or acquisitions, securities issuances or business practices.

For example, we were a defendant in a putative class action suit in New York relating to an initial coin offering of a crypto currency, the HBZ coin, conducted by HBZ Systems PTE Ltd. (“HBZ Systems”) in early 2018. Although HBZ Systems has some common ownership with us, we consider it an unrelated party. Following the initial coin offering, HBZ Systems had entered into an arms’-length loan agreement pursuant to which we received a loan of $1,361,717 with a 9% interest rate per annum (as disclosed in our financial statements), fully repaid during 2021. we received no other funds from HBZ Systems.

As part of the loan agreement, we and HBZ Systems also entered into a Software Development and Service Agreement (“Software Development and Service Agreement”). Pursuant to the Software Development and Service Agreement, we agreed to design and create a shared mobility platform, integrate the HBZ coin as a payment method on that shared mobility platform, and integrate the purchasing and transfer of HBZ coins directly into the platform. By March 2019, we had provided all of the services required under the Software Development and Service Agreement and the HBZ coin had been successfully integrated into the platform. Ultimately, the efforts to create a viable long-term coin were unsuccessful. Despite our efforts, there was minimal adoption from customers of the HBZ coin. In light of the significant expenses associated with keeping the HBZ coin on the platform, in August 2019, we and HBZ Systems mutually agreed to remove the HBZ coin from the our platform.

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Although this suit was dismissed with prejudice, plaintiffs appealed the dismissal, and in October 2021, the plaintiffs won their appeal to have the suit not dismissed. Defending this litigation required a substantial amount of funds and our management’s time. The plaintiffs brought this action again in New York in March 2022.

The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources. Determining whether to maintain reserves for litigation and the amount of any such reserves is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition, and results of operations. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition, and results of operations. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers.

A determination in, or settlement of, any legal proceeding, whether we are party to such legal proceeding or not, that involves our industry, could harm our business, financial condition, and results of operations. In addition, we may include arbitration provisions in our terms of service with the riders on our platform. These provisions are intended to streamline the litigation process for all parties involved, as arbitration can in some cases be faster and less costly than litigating disputes in state or federal court. However, arbitration may become more costly for us, or the volume of arbitration could increase to a point where it becomes burdensome, and the use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny. To minimize these risks to our reputation and brand, we may limit our use of arbitration provisions or be required to do so in a legal or regulatory proceeding, either of which could increase litigation costs and exposure.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration on a jurisdictional basis, there is a risk that some or all of the arbitration provisions we use could be subject to challenge or may need to be revised to exempt certain categories of protection. If our arbitration agreements were found to be unenforceable, in whole or in part, or specific claims are required to be exempted from arbitration, we could experience an increase in costs to litigate disputes and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition and results of operations.

If competitors acquire rights to our intellectual property, or to intellectual property that we license, it will be easier for those competitors to offer products similar to those of ours.

Although we own an array of proprietary technology that supplements and advances the technology, it may be possible for a third party to copy or otherwise obtain and use our technology without authorization, develop similar technology independently or design around the patents we own or licenses. If any of our patents fail to protect the relevant technology, it will be easier for competitors to offer products similar to us. In addition, effective copyright, trademark, and trade secret protection may be unavailable or limited in certain countries. Moreover, we may be required to license our intellectual property to third parties.

We have had to reduce our operations and may need to reduce them further.

We had intended to expand our micro-mobility sharing platform to new cities, to offer additional types of shared vehicles and to offer additional micro-mobility options in our existing cities. Instead, we have reduced our operations by eliminating our Helbiz Media and Helbiz Kitchen operations and by reducing the number of cities in which we offer our micro-mobility sharing platform and the fleets offered through our platform. Additional reductions in our operations will likely decrease our revenue and could make us a less appealing option for investors and strategic partners.

We depend on key personnel and may not be able to attract and retain qualified personnel necessary for the design, development, marketing, and sale of our services.

Our future success depends on the efforts of key personnel, especially Salvatore Palella, the Chief Executive Officer. The loss of services of any key personnel may have an adverse effect on us. We might not be successful in attracting and retaining the personnel we require to develop and market our business and conduct operations. The loss of one or more of our key employees or inability to attract, retain and motivate qualified personnel could negatively impact our ability to design, develop, and sell our service.

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If regional instability were to spread, our operations could be adversely affected

We conduct a substantial portion of our operations in Italy. In February 2022, Russia invaded Ukraine and the resulting war is ongoing. As a member of the North Atlantic Treaty Organization (“NATO”), if the war in Ukraine were to spread into a NATO country, Italy would be required, pursuant to the terms of NATO membership, to treat such action as an attack on its own territory. Any spread of the conflict in Ukraine to other European countries, especially NATO ones, could cause Italy to join such conflict. Such spread of the conflict could cause us to curtail or suspend our Italian operations, affect the commuting and spending patterns of our users or adversely affect the Italian economy. Additionally, the consequences of the continued war in the Middle East are unknown and could complicate our operations in Europe or the United States.

We rely on third-party payment processors to process payments made by riders on our platform, and if we cannot manage our relationships with such third parties and other payment-related risks, our business, financial condition, and results of operations could be adversely affected.

We rely on a limited number of third-party payment processors to process payments made by the riders, subscribers, and users on our platform. If any of our third-party payment processors terminates their relationship with us or refuses to renew an agreement with us on commercially reasonable terms, we would need to find an alternate payment processor and may not be able to secure similar terms or replace such payment processor in an acceptable timeframe. Further, the software and services provided by third-party payment processors may not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions on our platform, any of which could make our platform less convenient and attractive to users and adversely affect our ability to attract and retain riders. Nearly all of our riders’, subscribers’ and users’ payments are made by credit card, debit card or through third-party payment services, which subject us to certain regulations and to the risk of fraud. We may in the future offer new payment options to riders that may be subject to additional regulations and risks. We are also subject to a number of other laws and regulations relating to the payments we accept from riders, including with respect to money laundering, money transfers, privacy and information security. If we fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines or higher transaction fees and may lose our ability to accept online payments or other payment card transactions, which could make our offerings less convenient and attractive to riders. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

Additionally, our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or re-interpret existing rules in ways that might prohibit us from providing certain offerings to some users, be costly to implement or difficult to follow. We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the users on our platform violate these rules. Any of the foregoing risks could adversely affect our business, financial condition, and results of operations.

We rely on other third-party service providers and if such third parties do not perform adequately or terminate their relationships, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Our success depends in part on our relationships with other third-party service providers. For example, we rely on third-party encryption and authentication technologies licensed from third parties that are designed to securely transmit personal information provided by riders on our platform. Further, from time to time, we may enter into strategic commercial partnerships in connection with the development of new technology, the provision of new or enhanced offerings for users on our platform and our expansion into new markets. If any of our partners terminates their relationship with us or refuses to renew their agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable timeframe. We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages. Any of these risks could increase our costs and adversely affect our business, financial condition, and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to quality standards or safety concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

We incorporate technology from third parties into our platform. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our platform containing that technology could be severely limited and our business could be harmed. Additionally, if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition, and results of operations.

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Our marketing efforts to help grow our business may not be effective.

Promoting awareness of our offerings is important to our ability to grow our business and to attract new riders, subscribers and users and can be costly. Although we believed that much of the growth in our rider, subscriber and user base would be attributable to our paid marketing initiatives, our ridership in the past year has decreased. Our marketing efforts currently include referrals, affiliate programs, free or discount trials, partnerships, display advertising, television, billboards, radio, video, content, direct mail, social media, email, hiring and classified advertisement websites, mobile “push” communications, search engine optimization and keyword search campaigns. We may not be able to increase our user base without a substantial increase in the amount that we spend on our marketing efforts. Even if we successfully increase revenue as a result of our paid marketing efforts, we may not offset the additional marketing expenses we incur.

If our marketing efforts are not successful in promoting awareness of our offerings or attracting new riders, subscribers, or users, or if we are not able to cost-effectively manage marketing expenses, our results of operations could be adversely affected. Any of the foregoing risks could harm our business, financial condition, and results of operations.

Our future success depends on our ability to keep pace with rapid technological changes that could make our current or future technologies less competitive or obsolete.

Rapid, significant, and disruptive technological changes continue to impact the industries in which we operate. Our competitors or others might develop technologies that are more effective than current or future technologies, or that render our technologies less competitive or obsolete. If competitors introduce superior Technologies and we cannot make upgrades to our process to remain competitive, our competitive position, and in turn our business, revenues, and financial condition, may be materially and adversely affected. Further, many of our competitors may have superior financial and human resources deployed toward research and development efforts. We are relatively constrained financial and human resources may limit our ability to effectively keep pace with relevant technological changes.

We are subject to intense competition.

We currently face significant competition in our markets and expect that intense competition will continue. Our competes primarily based on:

•        comprehensiveness of product solutions;

•        product performance and quality;

•        user interface;

•        design and engineering capabilities;

•        compliance with industry standards;

•        time to market;

•        cost;

•        new product innovations; and

•        customer support.

This competition has resulted and is expected to continue to result in declining average selling prices for our products and services. We anticipate that additional competitors will enter our markets as a result of growth opportunities in wireless telecommunications, the trend toward global expansion by foreign and domestic competitors, technological and public policy changes and relatively low barriers to entry in selected segments of the industry.

Many of our current and potential competitors have advantages over us, including without limitation:

•        existing royalty-free cross-licenses to competing and emerging technologies;

•        longer operating histories and presence in key markets;

•        access to in-house semiconductor manufacturing facilities;

•        greater name recognition;

•        access to larger customer bases;

•        greater access to capital markets; and

•        greater financial, sales and marketing, manufacturing, distribution, technical and other resources than we have.

As a result of these factors, these competitors may be more successful than us. These competitors may have more established relationships and distribution channels. These competitors also have established or may establish financial or strategic relationships among themselves or with our existing or potential customers, resellers or other third parties. These relationships may affect customers’ decisions. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share our detriment.

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Risks Related to Our Intellectual Property

We will require intellectual property protection and may be subject to the intellectual property claims of others.

We rely on intellectual property for operation of our platform, including the operation of our mobile app, the renting of our vehicles, the tracking and maintenance of our vehicles, the receipt of payment for rentals and the rights to broadcast media content. If a third party challenges the continued use of such intellectual property or if we are unable to maintain licenses that we have for the use of such intellectual property, our competitive position could suffer. Notwithstanding our efforts to protect our use of the intellectual property, our competitors may independently develop or license similar or alternative technologies or products that are equal to or superior to us without infringing on any of our intellectual property rights.

If we are unable to protect our intellectual property rights or if our intellectual property rights are inadequate for our technology and products, our competitive position could be adversely affected.

Our commercial success depends in large part on our ability to obtain and maintain intellectual property protection in the United States and other countries with respect to proprietary technology that we use and license. We rely on trade secrets, patent, copyright and trademark laws, and confidentiality and other agreements with employees and third parties, all of which offer only limited protection. We will seek to protect our proprietary position by filing and prosecuting patent applications for utility patents in the United States and abroad related to our platform and products that are important to our business and, to the extent permitted by local law, also record our copyrights and trademarks and take such additional reasonable steps as are available to otherwise protect our trade secrets and other intellectual property.

Our business relies on our proprietary technology platform, but we have no patents or limited patent applications to protect the intellectual property underlying this platform. The steps we have taken to protect our proprietary rights and the steps that licensors take to protect intellectual property that we license may not be adequate to preclude misappropriation of our proprietary information or infringement of our intellectual property rights, both inside and outside the United States. If we or such licensors are unable to obtain and maintain patent protection for technology and products that we use, or if the scope of the patent protection obtained is not sufficient, competitors could develop and commercialize platforms and products similar or superior to us, and our ability to successfully commercialize our platforms and products may be adversely affected. We are also possible that we will fail to identify patentable aspects of inventions made in the course of our development and commercialization activities until it is too late to obtain patent protection on them.

Because the issuance of a patent is not conclusive as to inventorship, scope, validity, or enforceability, issued patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in the loss of patent protection, the narrowing of claims in such patents or the invalidity or unenforceability of such patents, which could limit the ability to stop others from using or commercializing similar or identical technology, products, or platforms, or limit the duration of the patent protection for technology and products. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing. Therefore, if we file one or more patent applications to protect our technology, we cannot be certain that we will be the first to make the technology claimed in the pending patent applications, or that we will be the first to file for patent protection of such technology.

Protecting against the unauthorized use of patented technology, trademarks and other intellectual property rights is expensive, difficult and may in some cases not be possible. In some cases, we may also be difficult or impossible to detect third-party infringement or misappropriation of our intellectual property rights, even in relation to issued patent claims or recorded copyrights or trademarks and proving any such infringement may be even more costly and difficult.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and patent protection could be reduced or eliminated for non-compliance with these requirements.

The United States Patent and Trademark Office, or U.S. PTO, and various foreign national or international patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. Periodic maintenance fees on any issued patent are due to be paid to the U.S. PTO and various foreign national or international patent agencies in several stages over the lifetime of the patent. While an inadvertent lapse can, in many cases, be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance may result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of patent rights include, but are not limited to, failure to timely file national and regional stage patent applications based on our international patent application, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we apply for patents but fail to maintain the patent applications or any issued patents covering our products, our competitors might be able to enter the market, which would have a material adverse effect on our business.

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We may become subject to claims by third parties asserting that we or our employees have infringed or misappropriated their intellectual property or claiming ownership of what we regard as our own intellectual property.

Our commercial success depends upon our ability to develop, manufacture, market and sell our products, and to use our related proprietary technologies without violating the intellectual property rights of others. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our products, including interference or derivation proceedings before the U.S. PTO. Third parties may assert infringement claims against us or third parties from whom we license intellectual property based on existing patents or patents that may be granted in the future. If we are found to infringe a third party’s intellectual property rights, we could be required to obtain a license from such third party to continue commercializing our products. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Under certain circumstances, we could be forced, including by court order, to cease commercializing the applicable product candidate. In addition, in any such proceeding or litigation, we could be found liable for monetary damages. A finding of infringement could prevent us from commercializing our platform and products or force us to cease some of our business operations, which could materially harm our business. Any claims by third parties that we or parties from whom we license intellectual property have misappropriated their trade secrets could have a similar negative impact on our business.

We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful, and have a material adverse effect on the success of our business.

Competitors may infringe upon patents we license or may acquire or misappropriate or otherwise violate our intellectual property rights, including our trade secrets, even if done inadvertently. To counter infringement or unauthorized use or disclosure, litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of our own intellectual property rights or the proprietary rights of others. Also, third parties may initiate legal proceedings against us to challenge the validity or scope of intellectual property rights we own or license. These proceedings can be expensive and time consuming. Many of our current and potential competitors have the ability to dedicate substantially greater resources to defend their intellectual property rights than we can. Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Litigation could result in substantial costs and diversion of management resources, which could harm our business and financial results. In addition, in an infringement proceeding, a court may decide that a patent owned or licensed by us is invalid or unenforceable or may refuse to stop the other party from using the technology at issue on the grounds that the patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more patents at risk of being invalidated, held unenforceable or interpreted narrowly. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, we could have a material adverse effect on the value our securities.

If we are not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of our technology could be significantly diminished.

We rely on trade secrets to protect our proprietary technologies to the fullest extent possible. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with current and former employees, consultants, manufacturers, vendors, and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, we cannot guarantee that we have executed these agreements with each party that may have or has had access to our trade secrets. Any party with whom we executed such an agreement may breach that agreement and disclose our proprietary information, including trade secrets, and we may not be able to locate another suitable target withinobtain adequate or timely remedies for such breaches.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the applicable time period, if at all. Public stockholders may therefore haveoutcome is unpredictable. In addition, some courts inside and outside the United States are less willing or completely unwilling to wait up to 18 months from the closingprotect trade secrets. If any of our IPO (November 21, 2019) in ordertrade secrets were to be ablelawfully obtained or independently developed by a competitor, we would have no right to receive a pro rata share of the trust account.

Our founders and our officers and directors have agreed (1)prevent them, or those to vote their sponsor shares as well aswhom they disclose such trade secrets, from using that technology or information to compete with us. If any public shares acquired in or after our IPO in favor of any proposed business combination, (2) not to propose, or vote in favor of, an amendment to the Certificate of Incorporation, prior to a business combination, to affect the substance or timing of the Company’s obligation to redeem all public shares if it cannot complete an business combination within 12 months (or 15 or 18 months, as applicable) of the closing of this proposed offering, unless the Company provides public stockholders an opportunity to redeem their public shares, (3) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination and (4) not sell any shares of common stock in any tender in connection with a proposed initial business combination. As a result, if we sought stockholder approval of a proposed transaction we could need as few as 359,376 of our public shares (or approximately 6.25% of our public shares)trade secrets were to be voted in favor of the transaction in orderdisclosed to have such transaction approved (assuming only the minimum number of shares required to constituteor independently developed by a quorum are present at the stockholder meeting, the over-allotment option is not exercised and the founders do not purchase any units incompetitor or other third-party, our IPO or units or shares in the after-market).

None of our officers, directors, founders or their affiliates has indicated any intention to purchase units or shares of common stock in our IPO or from persons in the open market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of stockholders vote, or indicate an intention to vote, against such proposed business combination or to convert their shares, our officers, directors, founders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote or increase the likelihood of satisfying the necessary closing conditions to such transaction. Notwithstanding the foregoing, our officers, directors, founders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Conversion/Tender Rights

At any meeting called to approve an initial business combination, public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial stockholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we hold a meeting to approve an initial business combination, a holder will always have the ability to vote against a proposed business combination and not seek conversion of his shares. Alternatively, if we engage in a tender offer, each public stockholder will be provided the opportunity to sell his public shares to us in such tender offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor in our company.

Our initial stockholders, officers and directors will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly, whether acquired prior to our IPO or purchased by them in our IPO or in the aftermarket.

We may also require public stockholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. The proxy solicitation materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares if he wishes to seek to exercise his conversion rights. Under Delaware law and our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, whichcompetitive position would be the minimum amount of time a stockholder would have to determine whether to exercise conversion rights. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investorsharmed.

We may not be able to exerciseprotect our intellectual property rights throughout the world.

Filing, prosecuting, and defending patents on all of our products throughout the world would be prohibitively expensive. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their conversionown products and, further, may be able to export otherwise infringing products to territories where we have patent protection but where enforcement is not as strong as that in the United States. These products may compete with our products in jurisdictions where we do not have any issued patents and our patent claims or other intellectual property rights may not be effective or sufficient to prevent them from so competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents or other intellectual property protection, particularly those relating to manufacturing, which could make it difficult for us to stop the infringement of any patents we obtain or the marketing of competing products in violation of our proprietary rights generally. As a result, proceedings to enforce patent rights in certain foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business and could be unsuccessful.

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Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain a competitive advantage. The following examples are illustrative:

•others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;
•Our competitors might conduct research and development activities in the United States and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;
•We may not develop additional proprietary technologies that are patentable; and
•the patents of others may have an adverse effect on our business.

Risks Related to Government Regulation

Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could adversely affect our business, financial condition, and results of operations.

We are subject to a wide variety of laws in Europe, the United States, and other jurisdictions. Laws, regulations, and standards governing issues such as ridesharing, product liability, personal injury, text messaging, subscription services, intellectual property, consumer protection, taxation, privacy, data security, competition, terms of service, mobile application accessibility, and vehicle sharing are often complex and subject to varying interpretations, in many cases due to their lack of specificity. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state, and local administrative agencies.

The ridesharing industry and our business model is relatively nascent and rapidly evolving. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented, and interpreted in response to the industry and related technologies. As we expand our business into new markets or introduces new offerings into existing markets, regulatory bodies or courts may claim that we or users on our platform are subject to additional requirements, or that we are prohibited from conducting business in certain jurisdictions, or that users on our platform are prohibited from using the platform, either generally or with respect to certain offerings.

Certain jurisdictions and governmental entities require us to obtain permits, pay fees or penalties or comply with certain other requirements to provide vehicle sharing offerings. These jurisdictions and governmental entities may reject our applications for permits or deny renewals, delay our ability to operate, increase their fees or charge new types of fees, any of which could adversely affect our business, financial condition, and results of operations. Additionally, many of the permits that we have received are for set periods of time and need to be renewed every one to two years. If governmental authorities were to revoke any permit that we had previously been granted or deny the renewal of any of our permits, our rider base and the associated revenues would decrease.

Regulatory bodies may enact new laws or promulgate new regulations that are adverse to our business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to our business. Such regulatory scrutiny or action may create different or conflicting obligations on us from one jurisdiction to another.

The industry is relatively nascent and is rapidly evolving and increasingly regulated. We could be subject to intense and even conflicting regulatory pressure from national, regional, and municipal regulatory authorities. Adverse changes in laws or regulations at all levels of government or bans on or material limitations to our offerings could adversely affect our business, financial condition, and results of operations.

Our success, or perceived success, and increased visibility may also drive some businesses that perceive our business model negatively to raise their concerns to local policymakers and regulators. These businesses and their trade association groups, or other organizations may take actions and employ significant resources to shape the legal and regulatory regimes in jurisdictions where we may have, or seek to have, a market presence in an effort to change such legal and regulatory regimes in ways intended to adversely affect or impede our business and the ability of riders to utilize our platform.

Any of the foregoing risks could harm our business, financial condition, and results of operations.

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Risks Related to Customer Privacy, Cybersecurity and Data

Any actual or perceived security or privacy breach could interrupt our operations and adversely affect our reputation, brand, business, financial condition, and results of operations.

Our business involves the collection, storage, processing and transmission of users’ personal data and other sensitive data. An increasing number of organizations, including large online and off-line merchants and businesses, other Internet companies, financial institutions, and government institutions, have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched, we may be unable to anticipate or prevent these attacks. Unauthorized parties may in the future gain access to our systems or facilities through various means, including gaining unauthorized access into our systems or facilities or those of our service providers, partners or users on our platform, or attempting to fraudulently induce our employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or attempting to fraudulently induce employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on our platform could have vulnerabilities on their own mobile devices that are entirely unrelated to our systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by other companies may also be leveraged against us. For example, credential stuffing attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.

Although we use systems and processes that are designed to protect users’ data, prevent data loss and prevent other security breaches, these security measures cannot guarantee security. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our users’ personal information and limited payment card data that are accessible through those systems. Employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident. Although we have policies restricting the access to the personal information we store, we may be subject to accusations in the future of employees violating these policies.

Any actual or perceived breach of privacy or security could interrupt our operations, result in our platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm our reputation and brand, damage our relationships with third-party partners, result in significant legal, regulatory and financial exposure and lead to loss rider confidence in, or decreased use of, our platform, any of which could adversely affect our business, financial condition and results of operations. Any breach of privacy or security impacting any entities with which our shares or discloses data (including, for example, third-party technology providers) could have similar effects. Further, any cyberattacks, or security and privacy breaches directed at our competitors could reduce confidence in the ridesharing industry as a whole and, as a result, reduce confidence in us.

Additionally, defending against claims or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s attention. Our insurance coverage might not be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our reputation, brand, business, financial condition, and results of operations.

Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect our business.

We receive, transmits and stores personally identifiable information and other data relating to the users on our platform. Numerous local, municipal, state, federal and international laws and regulations address privacy, data protection and the collection, storing, sharing, use, disclosure, and protection of certain types of data. These laws, rules and regulations evolve frequently, and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be forcedinconsistent from one jurisdiction to retainanother. Changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing our securities when they otherwise wouldofferings, require significant changes to our operations or even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future.

Further, as we continue to expand our geographic reach, our platform offerings and user base, we may become subject to additional privacy-related laws and regulations. Additionally, we have incurred, and may continue to incur, significant expenses in an effort to comply with privacy, data protection and information security standards and protocols imposed by law, regulation, industry standards or contractual obligations. In particular, with laws and regulations imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices and may incur significant costs and expenses in an effort to do so.

Despite our efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that our practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. The failure, or the failure by third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other rider data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing riders from using our platform or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect our business, financial condition and results of operations. Even if not want to.


There is a nominal cost associated with this tendering process andsubject to legal challenge, the actperception of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the brokerprivacy concerns, whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardlessvalid, may harm our reputation and brand and adversely affect our business, financial condition and results of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated. However,operations.

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Systems failures and resulting interruptions in the eventavailability of our website, applications, platform, or offerings could adversely affect our business, financial condition and results of operations.

Our systems, or those of third parties upon which we require stockholders seeking to exercise conversion rights to deliver their shares prior to the consummationrely, may experience service interruptions or degradation because of the proposed business combinationhardware and the proposed business combination is not consummated, this may resultsoftware defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in an increased cost to stockholders.

Any request to converttelecommunications services, fraud, military or tender such shares once made,political conflicts, terrorist attacks, computer viruses, ransomware, malware, or other events. Our systems also may be withdrawn at any time upsubject to the vote on the proposed business combination or expirationbreak-ins, sabotage, theft, and intentional acts of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an election of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, thenvandalism, including by our public stockholders who elected to exercise their conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public holders.

Automatic Liquidation of Trust Account if No Business Combination

If we do not complete a business combination within 12 months (or up to 18 months, as discussed below) from the closingemployees. Some of our IPO (completed on November 21, 2019), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible butsystems are not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholdersfully redundant and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. However, if we anticipate that wedisaster recovery planning may not be ablesufficient for all eventualities. Our business interruption insurance may not be sufficient to consummatecover all of our initiallosses that may result from interruptions in service as a result of systems failures and similar events.

We will likely experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our offerings. These events have resulted in, and similar future events could result in, losses of revenue. A prolonged interruption in the availability or reduction in the availability, speed or other functionality of our offerings could adversely affect our business combination within 12 months,and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm or losses to the users using our platform, we may but are not obligatedmake voluntary payments to extendcompensate for such harm or the periodaffected users could seek monetary recourse or contractual remedies from us for two additional three-month periods to consummate a business combination. Pursuant to the terms of our amendedtheir losses and restated certificate of incorporationsuch claims, even if unsuccessful, would likely be time-consuming and the trust agreement entered into between us and Continental Stock Transfer and Trust Company, LLC on November 18, 2020, in order to extend the time availablecostly for us to consummate our initialaddress.

Our business combination, our founders or their affiliates or designees (which may include the potential target business), upon five days advance notice prior to the applicable deadline, must deposit into the trust account $575,000 ($0.10 per share ) on or prior to the date of the applicable deadline. The providers of such additional funds will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will notcould be repaidadversely impacted by changes in the eventInternet and mobile device accessibility of users and unfavorable changes in or our failure to comply with existing or future laws governing the Internet and mobile devices.

Our business depends on users’ access to our platform via a mobile device and the Internet. We may operate in jurisdictions that provide limited Internet connectivity, particularly as we expand internationally. Internet access and access to a mobile device are frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost of users’ ability to access our platform. In addition, the Internet infrastructure that we areand users of our platform rely on in any particular geographic area may be unable to closesupport the demands placed upon it. Any such failure in Internet or mobile device accessibility, even for a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional warrants at a price of $1.00 per warrant. Our founders have approved the issuance of the private warrants upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive notice from our insiders five (5) days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend theshort period of time, could adversely affect our results of operations.

Moreover, we are subject to consummatea number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online offerings, require us to change our initial business combination, such insiders (or their affiliatespractices or designees) may depositraise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections, the entire amount required. If we do extendprovision of online payment services, unencumbered Internet access to our offerings and the periodcharacteristics and quality of timeonline offerings, among other things. Any failure, or perceived failure, by us to consummatecomply with any of these laws or regulations could result in damage to our initialreputation and brand and loss in business combination as described above, we would followand result in proceedings or actions against us by governmental entities or others, which could adversely impact our results of operations.

We rely on mobile operating systems and application marketplaces to make our apps available to the same liquidation procedures described aboveriders, subscribers, and users on our platform, and if we do not complete aeffectively operate with or receive favorable placements within such application marketplaces and maintain high rider reviews, our usage or brand recognition could decline and our business, combination byfinancial results and results of operations could be adversely affected.

We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make our apps available to riders, subscribers, and users on our platform. Any changes in such systems and application marketplaces that degrade the endfunctionality of these apps or give preferential treatment to competitors’ apps could adversely affect our platform’s usage on mobile devices. If such mobile operating systems or application marketplaces limit or prohibit us from making our apps available, make changes that degrade the extended period. At such time, the warrants will expire and holders of warrants will receive nothing upon a liquidation and the warrants will be worthless.

There will be no redemption rights or liquidating distributions with respect to our warrants or rights, both of which will expire worthless if we fail to complete our initial business combination within the 12-month time period (or 15-month or 18-month time period, as applicable) from the closingfunctionality of our IPO (November 21, 2019)). We will payapps, increase the costscost of using our apps, impose terms of use unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to us, or if our competitors’ placement in such mobile operating systems’ application marketplace is more prominent than the placement of our liquidationapps, overall growth in our riders, subscribers and user base could slow. For example, for several days in April 2020, Google Play removed our mobile app from their store out an abundance of caution for an alleged violation of Google Play’s policies regarding COVID-19. During this time, our remaining assets outsidemobile app continued to function, but it was not available for download on phones operating on the Android system. Although we appealed this problem and resolved it without needing to change our app or business plan or issue any clarifying statements, any future problem of the trust account. However, the liquidator may determine that hea similar nature or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors).


Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporationotherwise related to the extentforegoing risks could adversely affect our business, financial condition, and results of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,operations.

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As new mobile devices and an additional 150-day waiting period before any redemptionsmobile platforms are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible following the 18th month from the closing of our IPO (November 21, 2019) and, therefore, we do not intend to comply with the above procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

We seek to have all third parties (including any vendors or other entities we engage after our IPO) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. The underwriters in our IPO will execute such a waiver agreement.

As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless,released, there is no guarantee that vendors, service providerscertain mobile devices will continue to support our platform or effectively roll out updates to our app. Additionally, to deliver a high-quality app, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies, systems, networks, and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreementstandards. We may not be successful in developing or maintaining relationships with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00 (whether or not the underwriters’ over-allotment option is exercised in full) due to claims or potential claims of creditors. Our sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amountskey participants in the trust account to below $10.00 per share (whether or not the underwriter’s over-allotment option is exercised in full)mobile industry that enhance riders’, except as to any claims by a third party who executed a waiver of anysubscribers’ and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriterusers’ experiences. If users of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party,platform encounter any difficulty accessing or using our sponsor will not be responsible to the extent of any liability for such third-party claims. Our sponsor has been newly formed and we believe that our sponsor’s only assets are securitiesapps on their mobile devices or promissory notes of our company. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.


We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, subject to our obligations under Delaware law to provide for claims of creditors as described below.

Ifif we are unable to consummate an initialadapt to changes in popular mobile operating systems, our business, combinationfinancial condition, and are forced to redeem 100%results of operations could be adversely affected.

Defects, errors or vulnerabilities in our outstanding public shares for a portionapplications, backend systems or other technology systems and those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the funds held in the trust account,code has been released. The third-party software that we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption ofincorporate into our public shares. Our insiders have waived their rights to participate in any redemption with respect to their insider shares. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account and from the interest income on the balance of the trust account (net income and other tax obligations) thatplatform may be released to us to fund our working capital requirements. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required time period or if the stockholders seek to have us convert their respective shares of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account couldalso be subject to applicable bankruptcy law,errors or vulnerability. Any errors or vulnerabilities discovered in our code or from third-party software after release could result in negative publicity, a loss of users or loss of revenue and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on our platform, or otherwise result in a data breach as defined under various laws and regulations. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand.

We may be included in our bankruptcy estate and subject to the claimstheft, loss, or misuse of personal data about our employees, customers, or other third parties, with priority overwhich could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.

Our business relies on the claimsuse of customer accounts linked to bank accounts or credit cards as well as tracking certain movements of our stockholders. Tocustomers. The theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result in significantly increased business and security costs or costs related to defending legal claims. Global privacy legislation, enforcement, and policy activity in this area are rapidly evolving and expanding, creating a complex regulatory compliance environment. Costs to comply with and implement these privacy-related and data protection measures could be significant. In addition, even our inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others.

General Risks

A pandemic, epidemic, or outbreak of an infectious disease in the extent any bankruptcy claims depleteUnited States or worldwide, including the trust account,outbreak of the per share redemptionnovel strain of coronavirus disease, COVID-19, could adversely affect our business.

If a pandemic, epidemic, or conversion amount received by public stockholdersoutbreak of an infectious disease occurs in the United States or worldwide or is extended through new variants, our business may be less than $10.00.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itselfadversely affected. The severity, magnitude and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.

Certificate of Incorporation

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our IPO that will apply to us until the consummation of our initial business combination. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance or timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approvalduration of any such amendment at a per-share price, payable in cash, equal topandemic would be uncertain and rapidly changing. For example, adverse market conditions resulting from the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust accountspread of COVID-19 materially adversely affected our business and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. Our sponsor, officers and directors and I-Bankers Securities, Inc. have each agreed to waive any conversion rights with respect to any insider shares, private shares and any public shares they may hold in connection with any vote to amend our certificate of incorporation. Specifically, our certificate of incorporation includes several provisions which can impact our ability to consummate a business combination including, among other things, that:

●prior to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in each case subject to the limitations described herein;


●we will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in favor of the business combination;

●if our initial business combination is not consummated within 12 months of the closing of our IPO (or up to18 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail elsewhere), then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common stock;

●upon the consummation of our IPO, $50,000,000, or $57,500,000 if the over-allotment option is exercised in full, was placed into the trust account;

●we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; or

●prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

Our amended and restated certificate of incorporation also has certain provisions which can impact the ability of holdersvalue of our common stockstock. For example,

•for fear of spreading the virus further, several cities where we operate suspended micro-mobility services (including Miami which suspended the e-scooter services that we offered from March 2020 to October 2020); and
•We suspended our services in some cities (like our e-bike services in Washington, D.C. which have yet to resume) and had to delay the projected start of services in new markets.

Any global systemic political, economic, and financial crisis (as well as the indirect effects flowing therefrom) could negatively affect our business, results of operations, and financial condition.

In recent times, several major systemic economic and financial crises negatively affected global business, banking, and financial sectors. Most recently, the COVID-19 pandemic has disrupted global supply chains and reduced U.S. G.D.P. significantly and led to obtain conversionunprecedented claims of their shares into funds heldunemployment. Additionally, fear of higher inflation has unsettled financial markets and, if such higher inflation materializes, global economic health could be jeopardized. These types of crises, including the prolonged decrease in trust. Undereconomic growth or insolvency of major countries, could cause turmoil in global markets that often result in declines in electronic products sales from which we generate income through our amendedproducts and restated certificateservices. For example, there could be knock-on effects from these types of incorporation, if we seek stockholder approvalcrises on our business, including significant decreases in ridership of our initial business combinationdevices; insolvency of key suppliers resulting in product delays; customer insolvencies; and we do not conduct redemptions in connection withcounterparty failures negatively impacting our initial business combination pursuant totreasury operations. Any future systemic political, economic, or financial crisis could cause revenue for the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert orridesharing industry as a “group” (as defined under Section 13whole to decline dramatically, which could reduce our revenues. Further, in times of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO, without our prior consent.

Potential Revisions to Agreements with Insiders

Each of our sponsor and officers and directors has entered into letter agreements with us pursuant to which each of them has agreed to do certain things relating to us and our activities prior to a business combination. We could seek to amend these letter agreements without the approval of stockholders, although we have no intention to do so. In particular:

●Restrictions relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

●Restrictions relating to our insiders being required to vote in favor of a business combination or against any amendments to our organizational documents could be amended to allow our insiders to vote on a transaction as they wished;

●The requirement of members of the management team to remain our officer or director until the closing of a business combination could be amended to allow persons to resign from their positions with us if, for example, the current management team was having difficulty locating a target business and another management team had a potential target business;

●The restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management team;

●The obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to propose such changes to our stockholders;

●The obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow them to receive such compensation;

●The requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.

Except as specified above, stockholders would not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could result in:

●Our having an extended period of time to consummate a business combination (although with less in trust as a certain number of our stockholders would certainly redeem their shares in connection with any such extension);

●Our insiders being able to vote against a business combination or in favor of changes to our organizational documents;


●Our operations being controlled by a new management team that our stockholders did not elect to invest with;

●Our insiders receiving compensation in connection with a business combination; and

●Our insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

We will not agree to any such changes unless we believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification were necessary to complete a business combination). Each of our officers and directors have fiduciary obligations to us requiring that they act in our best interests and the best interests of our stockholders.

COMPETITION

In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of our IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources.

The following alsomarket instability, sufficient external financing may not be viewed favorably by certain target businesses:

●our obligation to seek stockholder approval of a business combination or engage in a tender offer may delay the completion of a transaction;

●our obligation to convert or repurchase shares of common stock held by our public stockholders may reduce the resources available to us for a business combination;

●our obligation to pay the underwriters the business combination marketing fee upon consummation of our initial business combination; and

●our outstanding warrants and the potential future dilution they represent.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure stockholders that, subsequent to a business combination, we will have the resources or ability to compete effectively.

EMPLOYEES

We currently have two executive officers, David Fu as our Chief Executive Officer and Karl Ye as our Chief Financial Officer. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once a suitable target business to acquire has been located, management will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of a business combination.


Item 1A. Risk Factors

We are a newly formed company with no operating history and no revenues.

We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf) engaged in any substantive discussions with representatives of other companies regarding the possibility of a potential business combination with us. We will not generate any revenues until, at the earliest, after the consummation of a business combination. If we fail to complete a business combination, we will never generate any operating revenues.

The requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes)on a timely basis, on commercially reasonable terms, or at the time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies that we may complete such a business combination with.

Pursuantall. If sufficient external financing is not available when needed to the NASDAQ listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies that we may complete an initial business combination with. If we are unable to locate a target business or businesses that satisfy this fair market value test,meet capital requirements, we may be forced to liquidatecurtail our expansion, modify plans, or delay the deployment of new or expanded services until we obtain such financing. Thus, any future global economic crisis could materially and investors will onlyadversely affect our results of operations.

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Our operational results could also be entitled to receive their pro rata portion of the fundsmaterially and adversely affected by natural disasters (such as earthquakes), shortages or interruptions in the trust account. If NASDAQ delistssupply of utilities (such as shortages in electricity caused by changes in governmental energy policy), in the locations in which we, or our securities from trading on its exchange after this offering, we would notcustomers or suppliers operate or by industrial accidents, fires or explosions.

The frequency and severity of natural disasters and severe weather has been increasing, in part due to climate change or systemic regional geological changes that manifest in damaging earthquakes. We have operations in locations subject to natural disasters, such as flooding, earthquakes, tsunamis, and droughts as well as interruptions or shortages in the supply of utilities, such as water and electricity, or access to land, air, or sea infrastructures, that could disrupt operations. Thus, if one or more natural disasters, shortage or interruptions to the supply of utilities (such as shortages in electricity caused by a nuclear-free energy policy) that results in a prolonged disruption to our operations or those of our customers or suppliers, or if any of our vendor facilities were to be requireddamaged or cease operations as a result of an explosion or fire, it could reduce our ability to satisfy the fair market value requirement described aboveprovide our services and could complete a business combination with a target businessmay cause us to lose important customers, thereby having a fair market value substantially below 80% of the balance in the trust account.

If we are unable to consummate a business combination, our public stockholders may be forced to wait more than 18 months before receiving distributions from the trust account.

We will have 12 months (or 15, or 18 months, as applicable) from the closing of the IPO (completed on November 21, 2019) to complete a business combination. We have no obligation to return funds to investors prior to such date unless we consummate a business combination prior theretopotentially adverse and only then in cases where investors have sought to convert or sell their shares to us. Only after the expiration of this full time period will public security holders be entitled to distributions from the trust account if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate their investment, public security holders may be forced to sell their public shares or warrants, potentially at a loss.

Our public stockholders may not be afforded an opportunity to votematerial impact on our proposed business combination.operational and financial performance.

Risks Related to Our Common Stock and Organizational Structure

We will either (1) seek stockholder approvalThe price of our initial business combination at a meeting calledcommon stock likely will be volatile like the stocks of other early-stage companies.

The stock markets in general and the markets for such purpose at which public stockholders may seek to convert their shares, regardlessearly-stage stocks have experienced extreme volatility. The market for the common stock of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our public stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described elsewhere in this Form 10-K. Accordingly, it is possible that we will consummate our initial business combination even if holders of a majority of our public shares do not approve of the business combination we consummate.

Shareholders will not be entitled to protections normally afforded to investors of blank check companies.

Since the net proceeds of this offering are intended to be used to complete a business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, since we will have net tangible assets in excess of $5,000,001 upon the successful consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors of blank checksmaller companies such as Rule 419. Accordingly, investorsours is characterized by significant price volatility when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats, and we expect that our share price will not be affordedmore volatile than the benefits or protectionsshares of those rules which would,such larger, more established companies for example, restrict the useindefinite future. In 2023, the closing price of interest earnedour common stock on the funds heldNasdaq Capital Market fluctuated between a high of $3,195 to a low of $0.073.

In addition to the factors discussed in this “Risk Factors” section, price declines in our common stock could also result from general market and economic conditions and a variety of other factors, including:

•continued hyper dilution of our common stock;
•adverse actions taken by regulatory agencies with respect to our products;
•announcements of technological innovations, patents or new products by our competitors;
•regulatory developments in the United States and foreign countries;
•any lawsuit involving us or our product candidates;
•announcements concerning our competitors, or the industry in which we compete in general;
•developments concerning any strategic alliances or acquisitions we may enter into;
•actual or anticipated variations in our operating results;
•changes in recommendations by securities analysts or lack of analyst coverage;
•deviations in our operating results from the estimates of analysts;
•our inability, or the perception by investors that we will be unable, to continue to meet all applicable requirements for continued listing of our common stock on the Nasdaq Capital Market, and the possible delisting of our common stock;
•sales of our common stock by our executive officers, directors and principal stockholders or sales of substantial amounts of common stock; and
•loss of any of our key management personnel.

In the past, following periods of volatility in the trust account in all cases. Because we are not subjectmarket price of a particular company’s securities, litigation has often been brought against that company. Any such lawsuit could consume resources and management time and attention, which could adversely affect our business.

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Our common stock was delisted from the Nasdaq Capital Market

On December 20, 2023, our common stock was delisted from the Nasdaq Capital Market for failure to Rule 419, we will be entitled to withdraw certain interest earnedmeet continued listing requirements. As a result, our common stock trades upon the OTC Pink Sheets. Historically, stock that trades on the funds held in the trust account prior to the completion ofOTC Pink Sheets has had a business combination.


We may issue shares of our capitallower volume than a stock or debtthat trades on a national securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership.

We may issue a substantial number of additional shares of common stock or preference shares, or a combination of shares of common stock and preference shares, to obtain additional working capital or to complete a business combination. The issuance of additional shares of common stock or preference shares will not reduce the per-share conversion amount in the trust account, but:

●may significantly reduce the equity interest of current shareholders;

●may subordinate the rights of holders of shares of common stock if we issue preference shares with rights senior to those afforded to our shares of common stock;

●may cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

●may adversely affect prevailing market prices for our shares of common stock.

Similarly, if we issue debt securities, it could result in:

●default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

●acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

●our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

If we incur indebtedness, our lenders will not have a claim on the cash in the trust account and such indebtedness will not decrease the per-share conversion amount in the trust account.

If the net proceeds of our IPO and initial capitalizations amounts from our sponsor which are not being held in trust are insufficient to allow us to operate for at least the next 12 to 18 months, we may be unable to complete a business combination.

exchange. We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate for at least the next 18 months following our IPO (November 21, 2019), assuming that a business combination is not consummated during that time. However, we cannot assure stockholders that our estimates will be accurate. Accordingly, if we use all of the funds held outside of the trust account, we may not have sufficient funds available with which to structure, negotiate or close an initial business combination. In such event, we would need to borrow funds from our founders, officers or directors or their affiliates to operate or may be forced to liquidate. Our founders, officers, directors and their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount that they deem reasonable in their sole discretion for our working capital needs. Each working capital loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of our initial business combination, without interest, or, at holder’s discretion, an amount not to exceed $1,500,000, may be converted into private warrants at a price of $1.00 per private warrant with an exercise price of $11.50 per share.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.


Investors will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate their investment, investors may be forced to sell their public shares or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Certificate of Incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 12 months (or 15 or 18 months, as applicable) from the closing of our November 21, 2019 IPO and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 12 months (or 15 or 18 months, as applicable) from the closing of our November 21, 2019 IPO, subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate their investment, investors may be forced to sell their public shares or warrants, potentially at a loss.

If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00.

Our placing of funds in trust may not protect those funds from third party claims against us. Although we will seek to have all vendors and service providers we engage and prospective target businesses we negotiate with execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with us, they may seek recourse against the trust account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of our public stockholders. If we are unable to complete a business combination and distribute the proceeds held in trust to our public stockholders, our sponsor has agreed (subject to certain exceptions described elsewhere in this Form 10-K) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. We believe that the primary assets of the sponsor are comprised of our securities and therefore we cannot assure stockholders it will have sufficient liquid assets to satisfy such obligations if it is required to do so. Therefore, the per-share distribution from the trust account may be less than $10.00, plus interest, due to such claims.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public stockholders at least $10.00.

Our directors may decide not to enforce our sponsors indemnification obligations, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below $10.00 per public share and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce such indemnification obligations. It is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.


Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Our amended and restated certificate of Incorporation provides that we will continue in existence only until 12 months (or 15 or 18 months, as applicable) from the closing of our November 21, 2019 IPO (unless this time period is otherwise extended by our stockholders). If we have not completed a business combination by such date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. We cannot assure stockholders that we will properly assess all claims that may be potentially brought against us. Accordingly, we cannot assure stockholders that third parties will not seek to recover from our stockholders amounts owed to them by us.

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding warrants.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The warrant agreement requires the approval by the holders of at least a majority of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.

We may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.

Our rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights agent, and us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The rights agreement requires the approval by the holders of a majority of the then outstanding rights in order to make any change that adversely affects the interests of the registered holders.

Since we have not yet selected a particular industry or target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate.

We may consummate a business combination with a company in any industry or geographic location we choose and are not limited to any particular industry or type of business. Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the target business which we may ultimately acquire. To the extent we complete a business combination with a financially unstable company or an entity in its development stage, we may be affected by numerous risks inherent in the business operations of those entities. If we complete a business combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry. Although our management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure stockholders that we will properly ascertain or assess all of the significant risk factors. We also cannot assure stockholders that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a target business.

Our ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure stockholders that our assessment of these individuals will prove to be correct.

Our ability to successfully effect a business combination is dependent upon the efforts of our key personnel. We believe that our success depends on the continued service of our key personnel, at least until we have consummated our initial business combination. We cannot assure stockholders that any of our key personnel will remain with us for the immediate or foreseeable future, either due to health conditions or otherwise. In addition, none of our officers is required to commit any specified amount of time to our affairs and, accordingly, our officers will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of the services of our key personnel could have a detrimental effect on us.


The role of our key personnel after a business combination, however, cannot presently be ascertained. Although some of our key personnel may serve in senior management or as members of the board of directors or advisory positions following a business combination, it is likely that most, if not all, of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure stockholders that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company which could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19. This outbreak of COVID-19 has resulted in a widespread health crisis that has and ,ay continue to adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected.  Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. 

Our officers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.

We may consummate a business combination with a target business in any geographic location or industry we choose. We cannot assure stockholders that our officers and directors will have enough experience or have sufficient knowledge relating to the jurisdiction of the target or its industry to make an informed decision regarding a business combination.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel will be able to remain with the company after the consummation of a business combination only if they are able to negotiate employment or consulting agreements or other appropriate arrangements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate a business combination.

Our officers and directors are officers and/or directors of other companies and will not commit their full time to our affairs. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of our initial business combination. The foregoing could have a negative impact on our ability to consummate our initial business combination.


Our sponsor, officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

Our sponsor is substantially owned by 2 of our executive officers and they direct and control its affairs. Our sponsor and officers and directors have waived their right to convert their sponsor shares or any other shares purchased in this offering or thereafter, or to receive distributions from the trust account with respect to their sponsor shares upon our liquidation if we are unable to consummate a business combination. Accordingly, the shares and any private warrants acquired prior to this offering will be worthless if we do not consummate a business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and, in our stockholders’, best interest.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Our officers and directors or their affiliates have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors or their affiliates have pre-existing fiduciary and contractual obligations to other companies. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition with our consummation of our initial business combination. Additionally, a potential target business may be presented by our management team to another entity prior to its presentation to us and we may not be afforded the opportunity to engage in a transaction with such target business.

NASDAQ may delist our securities from quotation on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure stockholders that our securities will continue to be listed on NASDAQ in the future prior to an initial business combination. Additionally, in connection with our initial business combination, NASDAQ will require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure investors that we will be able to meet those initial listing requirements at that time.

If NASDAQ delists our securities from trading on its exchange, we could face significant material adverse consequences including:include:

 

•●a limited availability of market quotations for our securities;

•●reduced liquidity with respect tofor our securities;

•●a determination that our shares of common stock areis a “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules and possibly resultingresult in a reduced level of trading activity in the secondary trading market for our shares of common stock;securities;

•●a limited amount of news and analyst coverage for our company;coverage; and

•●a decreased ability to issue additional securities or obtain additional financing in the future.

We have broad discretion in the use of our existing cash, cash equivalents and may not use them effectively.

Our management will have broad discretion in the application of our existing cash, cash equivalents. Because of the number and variability of factors that will determine our use of our existing cash, cash equivalents and the net proceeds, their ultimate use may vary substantially from their currently intended use. Our management might not apply our cash resources in ways that ultimately increase the value of your investment. The National Securities Markets Improvement Act of 1996, which isfailure by our management to apply these funds effectively could harm our business. Pending their use, we may invest our cash resources in short-term, investment-grade, interest-bearing securities. These investments may not yield a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referredfavorable return to as “covered securities.” Because we expect that our units and eventuallystockholders.

We have never paid dividends on our shares of common stock, rights and warrants will be listed on NASDAQ, our units, shares of common stock, rights and warrants will be covered securities. If we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offerdo not anticipate paying any cash dividends on our securities.


We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our outstanding shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares of common stock less attractive because we may rely on these provisions. If some investors find our shares of common stock less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.

We may only be able to complete one business combination with the proceeds of this offering, which will cause us to be solely dependent on a single business which may have a limited number of products or services.

It is likely we will consummate a business combination with a single target business, although we have the ability to simultaneously acquire several target businesses. By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

●solely dependent upon the performance of a single business, or

●dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By definition, very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.


Our management may not have control of a target business after our initial business combination. We cannot provide assurance that new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capitalforeseeable future.

We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock of a target. In this case, we would acquire a 100% interest in the target. However, asforeseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be our stockholders’ sole source of gain for the issuanceforeseeable future.

Sales of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

The ability of our stockholders to exercise their conversion rights or sell their shares to us in a tender offer may not allow us to effectuate the most desirable business combination or optimize our capital structure.

If our business combination requires us to use substantially all of our cash to pay the purchase price for the target business, because we will not know how many stockholders may exercise conversion rights or seek to sell their shares to us in a tender offer, we may need to arrange third party financing to help fund our business combination. Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination available to us.

In connection with any vote to approve a business combination, we will offer each public stockholder the option to vote in favor of a proposed business combination and still seek conversion of his, her or its shares.

In connection with any vote to approve a business combination, we will offer each public stockholder (but not our founders, officers or directors) the right to have his, her or its shares of common stock converted to cash (subject to the limitations described elsewhere in this Form 10-K) regardless of whether such stockholder votes for or against such proposed business combination. This ability to seek conversion while voting in favor of our proposed business combination may make it more likely that we will consummate a business combination.

In connection with any stockholder meeting called to approve a proposed initial business combination, we may require stockholders who wish to convert their shares in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their conversion rights.

In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he is voting for or against such proposed business combination, to demand that we convert his shares into a pro rata share of the trust account as of two business days prior to the consummation of the initial business combination. We may require public stockholders who wish to convert their shares in connection with a proposed business combination to either (i) tender their certificates (if any) to our transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holders’ option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination. In order to obtain a physical share certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure stockholders of this fact. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.


If, in connection with any stockholder meeting called to approve a proposed business combination, we require public stockholders who wish to convert their shares to comply with specific requirements for conversion, such converting stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

If we require public stockholders who wish to convert their shares to comply with specific delivery requirements for conversion and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed acquisition until we have returned their securities to them. The market price for our shares of common stock may decline during this time and stockholders may not be able to sell their securities when they wish to, even while other stockholders that did not seek conversion may be able to sell their securities.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of our common stock in the public market by our existing stockholders will lose the abilitycould cause our stock price to redeem all suchdecline.

Sales of a substantial number of shares in excess of 15% of our common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. Additionally, stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their stock in openthe public market transactions, potentially at a loss.

Because of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.

We expect to encounter intense competition from entities other than blank check companies having a business objective similar to ours, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, seeking stockholder approval or engaging in a tender offer in connection with any proposed business combination may delay the consummation of such a transaction. Additionally, our outstanding rights and warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating a business combination.

We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure or abandon a particular business combination.

Although we believe that the net proceeds of our IPO will be sufficient to allow us to consummate a business combination, because we have not yet identified any prospective target business, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our IPO prove to be insufficient, either because of the size of the business combination, the depletion of the available net proceeds in search of a target business, or the obligation to convert into cash a significant number of shares from stockholders seeking conversion, we will be required to seek additional financing. Such financing may not be available on acceptable terms, if at all and any such financingperception that these sales might occur, could result in dilution to existing stockholders. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our founders, officers, directors or stockholders is required to provide any financing to us in connection with or after a business combination.


Our officers and directors and their affiliates will control a substantial interest in us and thus may influence certain actions requiring a stockholder vote.

Upon consummation of the IPO, our sponsor, officers and directors and their affiliates owned approximately 20% of our issued and outstanding shares of common stock (assuming they do not purchase any units in this offering and excluding accounting for any private warrants). None of the sponsor or our officers, directors or their affiliates has indicated any intention to purchase units in this offering or any units or shares of common stock from persons in the open market or in private transactions. However, our sponsor, officers, directors or their affiliates could determine in the future to make such purchases in the open market or in private transactions, to the extent permitted by law, in order to influence the vote or magnitude of the number of stockholders seeking to tender their shares to us. In connection with any vote for a proposed business combination, our sponsor officers and directors have agreed to vote their sponsor shares, as well as any public shares acquired in or after this offering in favor of any proposed business combination,

Our outstanding warrants may have an adverse effect ondepress the market price of our shares of common stock and make it more difficult to effect a business combination.

We have issued warrants to receive shares of common stock as part of the units offered in our IPO and also to our sponsor (or its designees) in various private placements. We will also issue warrants to the representative of the underwriters. Additionally, we may issue other warrants to our officers, directors or their affiliates in payment of any working capital loans made to us. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of a substantial number of additional shares upon the exercise of any warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding shares of common stock and reduce the value of the shares issued to complete the business combination. Accordingly, our warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business. Additionally, the issuance, or even the possibility of issuance, of the shares underlying the warrants could have an adverse effect on the market price for our securities or onimpair our ability to obtain future financing. Ifraise capital through the sale of additional equity securities. For example, capital raises were the primary reason that the total outstanding shares at our common stock increased from 2,172 at December 31, 2021, to 37,129 at March 24, 2023 and to 45,185,172 as of April 9, 2024. In tandem with the extent these warrants are exercised, stockholders may experiencehyper dilution to their holdings.

Ifcaused by our security holders exercise their registration rights, it may have an adverse effect onequity issuances, the market price of our common stock markedly decreased from a per share price of $41,175 as at December 31, 2021, to $982.50 at December 30, 2022, to $0.073 at December 31, 2023 to $0.0080 at April 9, 2024. The per share price of our class A common stock may be adversely affected by any such future dilutive stock issuances.

We have authorized shares of commonpreferred stock and the existenceissuance of these rightsany such shares could contain preferred or super voting power.

We are authorized to issue shares of preferred stock, the terms of which may make it more difficultbe set by our Board of Directors without any additional input from our shareholders. If we were to effect a business combination.

Our founders are entitled to make a demandissue shares of preferred stock with preferred or super voting power, something that we registerbelieve could occur in connection with the resaleretirement of the sponsor shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally,significant debt or a larger capital raise, the holders of our common stock could lose a significant portion of their voting power and the private warrantsability to control the direction of our company. The holders of any such preferred stock with preferred or super voting power may have interests that differ from yours and any securities our sponsor, officers, directors, or their affiliatesmay vote in a way with which you disagree and which may be issued in payment of working capital loans madeadverse to us are entitled to demand that we register the resale of these warrants we issue to them (and the underlying securities) commencing at any time after we consummate an initial business combination. The presence of these additional securities trading in the public marketyour interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of the Company, could deprive our stockholders of an adverse effect onopportunity to receive a premium for their capital stock as part of a sale of the securities, and might ultimately affect the market price of our securities. In addition, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our shares of common stock.

 

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination.

In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on NASDAQ. Until we hold an annual meeting of stockholders, public stockholders may not be afforded the opportunity to elect directors and to discuss company affairs with management.

If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.

A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment Company Act, as amended, or the Investment Company Act. Since we will invest the proceeds held in the trust account, it is possible that we could be deemed an investment company. Notwithstanding the foregoing, we do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in trust may be invested by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act.


If we are nevertheless deemed to be an investment company under the Investment Company Act, we may be subject to certain restrictions that may make it more difficult for us to complete a business combination, including:

●restrictions on the nature of our investments; and

●restrictions on the issuance of securities.

●In addition, we may have imposed upon us certain burdensome requirements, including:

●registration as an investment company;

●adoption of a specific form of corporate structure; and

●reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.

Compliance with these additional regulatory burdens would require additional expense for which we have not allotted.

If we do not conduct an adequate due diligence investigation of a target business, we may be required to subsequently take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause stockholders to lose some or all of their investment.

We must conduct a due diligence investigation of the target businesses we intend to acquire. Intensive due diligence is time consuming and expensive due to the operations, accounting, finance and legal professionals who must be involved in the due diligence process. Even if we conduct extensive due diligence on a target business, this diligence may not reveal all material issues that may affect a particular target business, and factors outside the control of the target business and outside of our control may later arise. If our diligence fails to identify issues specific to a target business, industry or the environment in which the target business operates, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our shares of common stock. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.

The requirement that we complete an initial business combination within 12 months (or 15 or 18 months, as applicable) from the closing of our November 21, 2019 IPO may give potential target businesses leverage over us in negotiating a business combination.

We will have 12 months (or 15 or 18 months, as applicable) from the closing of our November 21, 2019 IPO to complete an initial business combination. Any potential target business with which we enter into negotiations concerning a business combination will be aware of this requirement. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete a business combination with that particular target business, we may be unable to complete a business combination with any other target business. This risk will increase as we get closer to the time limit referenced above.

We may not obtain a fairness opinion with respect to the target business that we seek to acquire and therefore stockholders may be relying solely on the judgment of our board of directors in approving a proposed business combination.

We will only be required to obtain a fairness opinion with respect to the target business that we seek to acquire if it is an entity that is affiliated with any of our officers, directors or founders. In all other instances, although we may choose to do so, we will have no obligation to obtain an opinion. Accordingly, investors may be relying solely on the judgment of our board of directors in approving a proposed business combination. In addition, investors may not be provided with a copy of any such fairness opinion.


Resources could be spent researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

It is anticipated that the investigation of each specific target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If a decision is made not to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and report on our system of internal controls and may require that we have such system of internal controls audited beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. If we fail to maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm our business. Section 404 of the Sarbanes-Oxley Act also requires that our independent registered public accounting firm report on management’s evaluation of our system of internal controls. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our shares of common stock.

We may be subject to cybersecurity risks following consummation of a business combination.

Any entity we may seek to acquire may rely on information technology systems, including third-party hosted servers and cloud-based servers, to keep business, financial, and corporate records, communicate internally and externally, and operate other critical functions. If any of those internal systems or the systems of its third-party providers are compromised due to cyber incidents, then sensitive documents could be exposed or deleted, and the company’s ability to conduct business could be impaired. Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, unauthorized access to systems, computer viruses or other malicious code, denial of service attacks, malware, ransomware, phishing, SQL injection attacks, human error, or other events that result in security breaches or give rise to the manipulation or loss of sensitive information or assets. Cyber incidents can be caused by various persons or groups, including disgruntled employees and vendors, activists, organized crime groups, and state-sponsored and individual hackers. Cyber incidents can also be caused or aggravated by natural events, such as earthquakes, floods, fires, power loss, and telecommunications failures. In addition to operational and business consequences, if a target business’ cybersecurity is breached, it could be held liable to its customers or other parties in regulatory or other actions, and it may be exposed to reputation damages and loss of trust and business. This could result in costly investigations and litigation, civil or criminal penalties, fines, and negative publicity. Any of the foregoing could have a material adverse effect on the operations and profitability of a target business we seek to acquire.

If we effect a business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we acquire a company that operates outside of the United States, we would be subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

●rules and regulations or currency conversion or corporate withholding taxes on individuals;

●increased tariffs and trade barriers;

●regulations related to customs and import/export matters;

●longer payment cycles;


●tax issues, such as tax law changes and variations in tax laws as compared to the United States;

●currency fluctuations and exchange controls;

●challenges in collecting accounts receivable;

●cultural and language differences;

●employment regulations;

●crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

●deterioration of political relations with the United States, including as a result of new or additional regulations or restrictions on trade.

We cannot assure stockholders that we would be able to adequately address these additional risks. If we were unable to do so, our operations might suffer.

If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure stockholders that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws.

Because we must furnish our stockholders with target business financial statements prepared in accordance with U.S. generally accepted accounting principles or international financial reporting standards, we will not be able to complete a business combination with prospective target businesses unless their financial statements are prepared in accordance with U.S. generally accepted accounting principles.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as promulgated by the International Accounting Standards Board (IASB), or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. We will include the same financial statement disclosure in connection with any tender offer documents we use, whether or not they are required under the tender offer rules. Additionally, to the extent we furnish our stockholders with financial statements prepared in accordance with IFRS, such financial statements will need to be audited in accordance with U.S. GAAP at the time of the consummation of the business combination. These financial statement requirements may limit the pool of potential target businesses we may acquire.

An active trading market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. Investors may be unable to sell their securities unless a market can be established and sustained.


Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations.

There may be tax consequences to our business combinations that may adversely affect us.

While we expect to undertake any merger or acquisition with a target business so as to minimize taxes both to the acquired target business and us, such business combination might not meet the statutory requirements of a tax-free reorganization, or the parties might not obtain the intended tax-free treatment upon a transfer of shares or assets. A non-qualifying reorganization could result in the imposition of substantial taxes.

Recently enacted tax reform legislation in the U.S. could adversely affect our business and financial condition following a business combination.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law, making significant changes to the Internal Revenue Code of 1986, as amended. Changes under the Tax Act include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, a mandatory deemed repatriation of previously untaxed cumulative foreign earnings (generally applicable to 10% U.S. stockholders of a CFC and taxed at reduced rates), a limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), a limitation of the deduction for net operating losses to 80% of current year taxable income and the elimination of net operating loss carrybacks the transition to a “participation exemption system” for the taxation of earnings of foreign corporations, where a U.S. C corporation can generally deduct 100% of dividends received from the foreign source of income of a 10% owned foreign corporation, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. The overall impact of the Tax Act is uncertain, and it could make completing a business combination with us less appealing than with companies in other countries. In addition, it is uncertain if and to what extent various states will conform to the Tax Act and what effect any legal challenges will have on the Tax Act, including litigation in the U.S. and international challenges brought by organizations such as the World Trade Organization. The impact of the Tax Act on holders of our securities is also uncertain and could be adverse. Investors should consult with their legal and tax advisors with respect to the Tax Act and the potential tax consequences of investing in or holding our securities.

If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, certain members or all of our management team will likely resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with our laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our operations.

RISKS ASSOCIATED WITH ACQUIRING AND OPERATING A BUSINESS OUTSIDE THE UNITED STATES

We may pursue a target company with operations or opportunities outside of the United States for our initial business combination. Accordingly, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

We may pursue a target a company with operations or opportunities outside of the United States for our initial business combination, and therefore may be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.


If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

●costs and difficulties inherent in managing cross-border business operations;

●rules and regulations regarding currency redemption;

●complex corporate withholding taxes on individuals;

●laws governing the manner in which future business combinations may be effected;

●exchange listing and/or delisting requirements;

●tariffs and trade barriers;

●regulations related to customs and import/export matters;

●local or regional economic policies and market conditions;

●unexpected changes in regulatory requirements;

●longer payment cycles;

●tax issues, such as tax law changes and variations in tax laws as compared to the United States;

●currency fluctuations and exchange controls;

●rates of inflation;

●challenges in collecting accounts receivable;

●cultural and language differences;

●employment regulations;

●underdeveloped or unpredictable legal or regulatory systems;

●corruption;

●protection of intellectual property;

●social unrest, crime, strikes, riots and civil disturbances;

●regime changes and political upheaval;

●terrorist attacks and wars; and

●deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.


Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

We may reincorporate in another jurisdiction in connection with our initial business combination.

In connection with our initial business combination, we may relocate the home jurisdiction of our state of formation from the State of Delaware to another jurisdiction outside of the United States. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. In addition, the transaction may require a stockholder to recognize taxable income in the jurisdiction in which the stockholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to stockholders to pay such taxes. Stockholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will have operations, agreements with third parties and may make sales overseas, which may experience corruption. Activities overseas may create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.None.

 

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

The Company recognizes the critical importance of developing, implementing, and maintaining good cybersecurity measures to safeguard its information systems and protect its data's confidentiality, integrity, and availability.

As part of the Company’s overall risk management system, the Company has diligently protected and secured physical, virtual, and cloud assets. The Company has deployed monitoring systems, multifactor authentication (MFA), and single-sign-on (SSO) to ensure user accounts are protected from external cybersecurity threats.

26 

Risks from Cybersecurity Threats

As of the date of this filing, the Company has not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. The Company’s strategy is to mitigate risks preventatively; however, no assurances can be provided that there will not be incidents in the future or that they will not materially affect the Company.

Governance

The Company’s Board of Directors is responsible for identifying the principal risks of the Company’s business and ensuring that those risks are effectively managed. The Company’s Chief Technology Officer is responsible for assessing and managing the Company’s risks from cybersecurity threats and has multiple years of prior work experience in roles involving information technology. The Chief Technology Officer is informed about, and monitors the prevention, detection, mitigation and remediation of, cybersecurity incidents through his management of, and participation in, the monitoring systems and processes described above. The Chief Technology Officer reports information about such risks to the Company’s Chief Executive Officer and Chief Financial Officer, who then would report information to the Company’s Board of Directors. When appropriate, the Chief Technology Officer would be invited by management to present information to the Company’s Board of Directors.

ITEM 2. PROPERTIES

Our headquarter is located at 500 Broome Street, New York, NY. Additionally, in each area in which we operate we lease an industrial space for the storage, repair and charging of our vehicles.

 

We do not currently own any real estate or other physical properties materially importantand do not intend to our operations. We currently maintain our principal executive offices at One Penn Plaza, New York, New York. The cost for this space is $200 per month with an unaffiliated third party andpurchase any real estate in the third party provides limited general and administrative services which commenced on October 30, 2019 and is on a month to month basis. We consider our current office space, combined with other office space otherwise available to our executive officers, adequate for our current operations.near term.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not currently a partyFrom time to any material litigation or othertime, we may become involved in legal proceedings broughtarising in the ordinary course of the business. There are currently no material legal proceedings against us. Weus or that have been against us, and we are also not aware of any legal proceeding, investigation or claim, or other legal exposure that hasinvestigations being conduct by a more than remote possibility of having a material adverse effect ongovernmental entity into our business, financial condition, or results of operations.company.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.None.

 

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27 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDERSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

Common Stock

Our units are currently tradedClass A common stock was listed on Thethe Nasdaq Capital Market under the symbol “GRNVU”“HLBZ” until December 20, 2023 at which date it was traded on the OTC Pink Sheets. The following table sets forth, for the periods indicated the high and started trading on The Nasdaq Capital Market in November 19, 2019. The common stock, warrants, and rights began separate trading on December 9, 2019, under the symbols “GRNV,” “GRNVW” and “GRNVR” respectively.

Holders of Record

At December 31, 2019 and February 27, 2020, there were 5,750,000 of our units issued and outstanding by 1 holder of record. At December 31, 2019, there were 7,187,500 shareslow closing prices of our common stock issued and outstandingon the Nasdaq Capital Market or OTC Pink Sheets as reported by 4 holdersYahoo Finance.

       
  High Closing Price  Low Closing Price 
Fiscal Year 2024 (quarter ended)        
March 31, 2024 $0.070  $0.005 
         
Fiscal Year 2023 (quarter ended)        
December 31, 2023 $8.85  $0.073 
September 30, 2023 $19.35  $8.40 
June 30, 2023 $435.00  $16.95 
March 31, 2023 $3,195.00  $549.00 

The last reported sales price for our shares of record. At December 31, 2019, there were 5,750,000 rights issued and outstanding by 1 holdercommon stock on the Nasdaq Capital Market as of record. At December 31, 2019, there were 7,850,000 warrants issued and outstanding by 2 holdersApril 9, 2024, was $0.0080 per share. As of record. The numberApril 9, 2024, we had approximately 93 shareholders of record holders was determined from the records offor our common stock.

Transfer Agent

The transfer agent for our common stock is Continental Stock Transfer & Trust Company. The transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names of various security brokers, dealers,warrant agent’s telephone number and registered clearing agencies.address is (212) 509-4000 and 1 State Street, 30th Floor, New York, NY. 10004.

Dividends

 

We have notnever declared or paid any cash dividends on our sharescommon stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of common stock to dateour business and do not intendanticipate paying any cash dividends on our common stock. Any future determination to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be, subject to the laws of the State of Delaware, withinat the discretion of the Board of Directors and will depend upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any cash dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to under the terms of such indebtedness.considers relevant.

 

Sales of Unregistered SecuritiesNasdaq Compliance

 

NoneOn December 20, 2023, our common stock was delisted from the Nasdaq Capital Market for failure to meet continued listing requirements. As a result, our common stock trades upon the OTC Pink Sheets. Historically, stock that trades on the OTC Pink Sheets has had a lower volume than a stock that trades on a national securities exchange. We believe that the resulting material adverse consequences include:

 

Securities Authorized for Issuance Under Equity Compensation Plans

•a limited availability of market quotations for our securities;
•reduced liquidity for our securities;
•a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
•a limited amount of news and analyst coverage; and
•a decreased ability to issue additional securities or obtain additional financing in the future.

 

None.


Unregistered Sales of Equity Securities and Use of Proceeds

 

On November 21, 2019, we consummated our initial public offering (“IPO”)There have been no sales of 5,750,000 units (the “Units”), inclusive of the over-allotment option of 750,000 Units.

Each Unit consisted of one share of common stock (“Common Stock”), one redeemable warrant (“Warrant”) entitling its holder to purchase one share of Common Stock at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with its sponsor, GreenVision Capital Holdings LLC. (“Sponsor”) for the purchase of 2,100,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant, generating total proceeds of $2,100,000, pursuant to the Sponsor Subscription Agreement dated September 19, 2019. In addition, the Company sold to I-Bankers Securities Inc., for $100, a share purchase warrant to purchase up to 287,500 shares exercisable at $12.00 per share, commencing on the later of the consummation of the Company’s initial business combination and 360 days from the effective date of the Registration Statement, pursuant to the Share Purchase Warrant dated November 21, 2019.

As of November 21, 2019, a total of $57,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders.

The funds held in trust has been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, sounregistered equity securities that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the completion of a business combination or our redemption of 100% of the outstanding public shares if we have not completed a business combinationpreviously disclosed in filings with the required time period. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

Officers, directorsU.S. Securities and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval. There is no limit on the amount of such expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Since the role of present management after a business combination is uncertain, we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.

The net proceeds from our IPO available to us out of trust for our working capital requirements in searching for a business combination were approximately $457,500. We intend to use the proceeds for legal, accounting and other expenses of structuring and negotiating business combinations, due diligence of prospective target businesses, legal and accounting fees related to SEC reporting obligations, our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by our founders, officers and directors in connection with activities on our behalf as described above.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NoneExchange Commission.  

 

ITEM 6. SELECTED FINANCIAL DATA[RESERVED]

We are a “smaller reporting company” as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingYou should read the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunctiontogether with theour consolidated financial statements and the notes thereto contained elsewhere in this Report. Certainrelated notes. Some of the information contained in thethis discussion and analysis or set forth belowelsewhere, including information with respect to its plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and uncertainties.assumptions. You should read the “Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following discussion refers to our financial results for the years ended December 31, 2023, December 31, 2022. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refers to micromobility.com, Inc. and its affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.

 

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Overview

micromobility.com, Inc. (formerly known as Helbiz, Inc., and, together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarters in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.

Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, the Company offers an intra-urban transportation solution that allows users to instantly rent electric vehicles.

The Company currently has a strategic footprint with office in New York. The Company currently has electric vehicles operating in the United States and Europe. 

2022 Wheels Business Combination

On November 18, 2022, micromobility.com, Helbiz Merger Sub, Inc. a wholly owned subsidiary of micromobility.comand Wheels Labs, Inc. (“Wheels”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) for the sale and purchase (the “Business Combination”) of the entire issued corporate capital of Wheels pursuant to which the equity holders of Wheels sold their capital stock in Wheels to micromobility.com. The Business Combination closed on November 18, 2022. Wheels is an international group operating in the micro-mobility business by sharing e-vehicles through an IT platform.

Recent events

On March 30, 2023, the Company enacted a one-for-fifty (1:50) reverse split of the Company’s issued and outstanding shares of common stock and a change in name from “Helbiz, Inc.” to “micromobility.com, Inc.”. On December 4, 2023, the Company enacted an additional one-for-one-hundred-fifty (1:150) reverse split of the Company’s issued and outstanding shares of common stock.

On June 15, 2023 and June 28, 2023, the Company received communications from the main live content provider, LNPB (Lega Nazionale Professionisti Serie B), notifying the early termination of the agreements related to the commercialization and broadcast of the Italian Serie B content. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5,392, divided in three payments on or prior November 30, 2024, half of the amount has been paid in March 2024.

During the year ended December 31, 2023, the Company decided to close the business line related to the food delivery services, which was in a start-up phase.

On December 20, 2023, our common stock was delisted from the Nasdaq Capital Market for failure to meet continued listing requirements. As a result, our common stock trades upon the OTC Pink Sheets.

Consolidated Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our net revenue for those periods. Percentages presented in the following tables may not sum due to rounding.

29 

Comparison of the Years ended December 31, 2023, and 2022

The following table summarizes our consolidated results of operations for the years ended December 31, 2023, and 2022.

  Year ended December 31, 
  2023  2022 
Revenue $9,844  $15,538 
Operating expenses:        
Cost of revenue  28,975   41,625 
General and administrative  22,917   25,569 
Impairment of assets  16,683   10,390 
Sales and marketing  2,837   8,712 
Research and development  2,439   2,741 
Total operating expenses  73,851   89,037 
         
Loss from operations  (64,007)  (73,499)
Total non-operating income (expenses), net  2,010   (8,551)
    Income Taxes  (58)  (24)
Net loss $(62,055) $(82,074)

  Year ended December 31, 
  2023  2022 
Revenue  100%  100%
Operating expenses:        
Cost of revenue  294%  268%
General and administrative  233%  165%
Sales and marketing  29%  56%
Research and development  25%  18%
Impairment of assets  169%  67%
Total operating expenses  750%  573%
         
Loss from operations  (650)%  (473)%
Total non-operating income (expenses), net  20%  (55)%
    Income Taxes  (1)%  (0)%
Net loss  (630)%  (528)%

Net Revenue

  Year Ended December 31,    
  2023  2022  % Change 
Mobility Revenues $5,269  $8,430   (37)%
Media Revenues  3,975   6,507   (39)%
Other Revenues  600   601   (0)%
Total Net Revenues $9,844  $15,538   (37)%

Total Net revenues decreased by $5,694, or 37%, from $15,538 for the year ended December 31, 2022, to $9,844 for the year ended December 31, 2023. This decrease was primarily due to: a) the decrease of Media revenues for the early termination of the LNPB agreements, and b) the decrease of Mobility revenues driven by the Company’s strategy to exit not profitable market in order to decrease the operating cash burn.

Mobility revenues

Mobility revenues decreased by $3,161, or 37%, from $8,430 for the year ended December 31, 2022, to $5,269 for the year ended December 31, 2023.

As shown in the paragraph Mobility - Key Financial Measures and Indicators, Trips and AAPUs decreased in the mobility business in the periods analyzed. The decreases are explained by the Company’s strategy to decrease the Company’s operating cash which resulted in closing multiple locations in Italy and United States, during the year.

Media revenues

On June 15, 2023, and June 28, 2023, the Company received communications from the main live content provider, LNPB, notifying the early termination of the agreements related to the commercialize and broadcast of the Italian Serie B content. The early termination generated a significant decrease in Media revenues.

Media revenues decreased by $2,532, or 39%, from $6,507 for the year ended December 31, 2022, to $3,975 for the year ended December 31, 2023. The decrease is mainly explained by the early termination of LNPB agreements.

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Cost of Revenue

  Year Ended December 31,    
  2023  2022  % Change 
Mobility - Cost of revenues $16,739  $20,463   (18)%
Of which Amortization, Depreciation and write-off  7,937   5,675   40%
Media - Cost of revenues  10,001   19,154   (48)%
Other - Cost of revenues  2,235   2,008   11%
Total - Cost of revenues  28,975   41,625   (30)%

Cost of Revenue decreased by $12,650 or 30%, from $41,625 for the year ended December 31, 2022, to $28,975 for the year ended December 31, 2023. This decrease was primarily due to: a) the early termination of the LNPB agreements, occurred in June 2023 and b) the decrease of Mobility activities driven by the Company’s strategy to exit not profitable market in order to decrease the operating cash burn.

Mobility Cost of revenues

Mobility cost of revenues shows a decrease of $3,724 or 18% mainly driven by the closing of multiple locations in Italy and United States, in line with the Company’s strategy to decrease the operating cash used by the micro-mobility business. Mobility cost of revenues recorded during the year ended December 31, 2023, is also highly impacted by the vehicle deposits write-offs amounting to $3,010. Removing the mentioned 2023 write-offs, considered a non-recurring transaction, the decrease of the Mobility Cost of revenues would result in a $6,734 or 33%, for the year ended December 31, 2023, compared to the year ended December 31, 2022.

Media Cost of revenues

Cost of Revenues related to Media decreased by $9,153, or 48% in the year ended December 31, 2023, compared to the year ended December 31, 2022. The decrease is mainly driven by the decrease in media content acquired during the period, including the early termination of LNPB agreements, occurred in June 2023.

Sales and marketing

  

Year Ended

December 31,

    
  2023  2022  % Change 
Sales and marketing $2,837  $8,712   (67)%
             

Sales and marketing expenses decreased by $5,875 or 67%, from $8,712 for the year ended December 31, 2022, to $2,837 for the year ended December 31, 2023.

The decrease is explained by the Company’s strategy to decrease the Company’s operating cash burn. In detail, during 2023 the Company took the following actions: a) drastically reduced the marketing campaigns in terms of budget, b) exited from multiple consultancy agreements with communication and marketing providers, and c) decrease the workforce involved in the marketing department.

Research and Development

  

Year Ended

December 31,

    
  2023  2022  % Change 
Research and development $2,439  $2,741   (11)%
             

Research and Development expenses decreased by $302 or 11% from $2,741 for the year ended December 31, 2022, to $2,439 for the year ended December 31, 2023. The 26% decrease is mainly driven by the exiting of a few IT engineering employees, not replaced.

General and Administrative

  

Year Ended

December 31,

    
  2023  2022  % Change 
General and administrative $22,917  $25,569   (10)%
Of which Stock-based Compensation  351   2,856   (88)%

General and Administrative expenses decreased by $2,652 or 10% from $25,569 for the year ended December 31, 2022, to $22,917 for the year ended December 31, 2023.

The decrease is mainly driven by the following reasons: a) reduction of stock-based compensation by $2,505 or 88%, highly impacted by the decrease of the Company’s market capitalization, and b) decrease of D&O insurance costs for $2.4 million, renegotiated during 2023; c) partially compensated by $2.7 million of expenses recorded for increase in litigation accruals.

31 

Impairment of assets

The decline in the Company’s market capitalization, the reduction of the mobility operations, and the adverse macroeconomic environment were the main impairment indicators for the years ended December 31, 2023, and 2022. As a result, during the years ended December 31, 2023, and 2022, the Company identified impairment indicators which indicate that the fair values of Wheels and MiMoto assets, respectively were below their carrying values.

The table below shows the Impairment of assets composition for the years ended December 31, 2023, and 2022.

  

Year Ended

December 31,

 
  2023  2022 
Goodwill $13,826  $9,264 
Intangible assets, net  2,857   1,126 
Total Impairment of assets $16,683  $10,390 

Total non-operating income (expense), net

  

Year ended

December 31,

    
  2023  2022  % Change 
          
Interest expense, net $(6,010) $(7,141)  (16)%
Gain (loss) on extinguishment of financial debts  12,032   (2,065)  (683)%
SEPA financial income (expenses), net  (4,215)  —     —   
Other income (expenses), net  202   655   (69)%
Total non-operating income (expenses), net $2,010  $(8,551)  (124)%

 Non-operating income (expense), net, decreased by 124% or $10,561 from $8,551 of expenses for the year ended December 31, 2022, to $2,010 of income for the year ended December 31, 2023.

Interest expenses, net

Interest expenses decreased by $1,131, or 16%, from $7,141 for the year ended December 31, 2022, to $6,010 for the year ended December 31, 2023. Such decrease is mainly driven by the overall decrease of the Company’s financial liabilities.

Gain (loss) on extinguishment of financial debts

Loss on extinguishment of debt amounted to $2,065 for the year ended December 31, 2022, while a gain of $12,032 was recorded for the year ended December 31, 2023.

The loss recorded in 2022 was related to the 2021 Convertible debt amendment which has been considered as an extinguishment of the original 2021 Convertible Notes.

The 2023 gain is mainly related to the settlement of the secured loan; in detail, on November 27, 2023, the Company entered into a Settlement and Release Agreement with the institutional lender, amending the original loan agreement which had a principal outstanding of $15,000. The main amended term was the full satisfaction of the obligations under the original loan agreement in exchange of a payment of $3,595, on or prior December 8, 2023. The difference between the principal and the amount settled, amounting to $11,405 represents the gain.

SEPA financial income (expenses), net

At inception of the two 2023 SEPAs the legal and Commitment fees amounted to $1,611 have been recorded as SEPA financial expenses. The Company also recorded as SEPA financial income (expenses), net, the difference between the purchase price of each Advance Notice delivered to YA II PN (92% or 95% of the Market Price), Ltd and the fair value of the Class A Common Shares issued to YA II PN, Ltd on the date of the Advance Notice for a cumulative expenses, net of $2,604.

32 

Key Financial Measures and Indicators

Annual Active Platform Users (“AAPU”).    We define AAPUs as the number of unique users who completed a ride on our Mobility platform at least once in a given year. While a unique user can use multiple product offerings on our platform in a given year, that unique user is counted as only one AAPU. We use AAPUs to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the markets in which we operate.

Trips.    We define Trips as the number of completed rides in a given year. To further clarify, a single-use Helbiz ride is recognized as a unique “Trip” upon completion of each ride. We believe that Trips is a useful metric to measure the usage of our platform.

33 

Active Markets.    We track the number of active markets (cities).

Italian licenses

We are an operator in Italy in the micro-mobility environment. In 2023, we provided e-mobility services in the following Italian cities:

•       e-scooter services: Rome, Milan, Turin, Naples, Parma, Palermo, Collegno, Pisa, Modena, Ravenna, Bari, Cesena, Catania and San Benedetto del Tronto.

In detail, during the year ended December 31, 2023, we closed the following areas: Rome, Milan, Naples, Collegno, Bari, Cesena and Ravenna.

United States licenses

In 2023, we provided e-mobility services, either sharing or long-term rental proposal, in the following United States areas:

•       Miami Lakes (Florida), Miami Dade (Florida), Orlando (Florida), Tampa (Florida), Honolulu (Hawaii) Los Angeles (California), Santa Monica (California), University of Massachusetts (Massachusetts), New York (New York) and Austin (Texas);

In detail, during the year ended December 31, 2023, we closed the following areas: Miami Lakes (Florida), Miami Dade (Florida), Orlando (Florida), Honolulu (Hawaii) Los Angeles (California), University of Massachusetts (Massachusetts) and Austin (Texas).

34 

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue to have, an ongoing need to raise additional cash from outside sources to fund our operations and expand our business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a blank check company formedlevel of revenues adequate to support our cost structure.

As of December 31, 2023, our principal sources of liquidity were cash and cash equivalents of $128, and SEPA agreement entered during the year ended December 31, 2023.

On March 8, 2023, the Company entered into another Standby Equity Purchase Agreement (“2023 March SEPA”) with YA II, Ltd. Pursuant to the 2023 March SEPA, the Company has the right, but not the obligation, to sell to YA up to $50,000 of its shares of Class A Common Stock at any time during the 24 months. To request a purchase, the Company submits an Advance Notice to YA specifying the number of shares, it intends to sell. As of December 31, 2023 only $28,146 remained available under the lawsMarch 2023 SEPA.

We plan to continue to fund our operations and expansion plan, including the new business lines through debt and equity financing, for the next twelve months.

We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations, including the new business lines. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Indebtedness

The following table summarizes our indebtedness as of December 31, 2023.

  Weighted Average Interest Rate  Maturity Date  December 31, 2023  December 31, 2022 
Secured convertible loan, net  9%  2024   3,764   —   
Convertible debts, net  5%  2024   3,217   14,372 
Secured loan, net  13%  2023   —     14,224 
Unsecured loans, net  7%  Various   7,715   10,935 
Other financial liabilities  N/A   Various   672   886 
Total Financial Liabilities, net          15,370   40,418 
Of which classified as Current Financial Liabilities, net          13,528   33,244 
Of which classified as Non-Current Financial Liabilities, net          1,842   7,174 

Our financial liabilities, net decreased by 62% or $25,048 from $40,418 for the year ended December 31, 2022, to $15,370 for the year ended December 31, 2023.

The decrease is mainly explained by the Company’s strategy to decrease its financial exposure. In detail, during 2023 the Company took the following actions: a) settlement agreement with the Secured loan holders, partially compensated by the opening of a new secured convertible loan, and b) repayment of unsecured loans and convertible debts, using SEPA Advance Notices.

35 

Leases liabilities

We entered into various non-cancellable operating and finance lease agreements for office facilities, permit and brand licensing, e-mopeds leases, e-scooter leases, corporate vehicles’ licensing, and corporate housing with lease periods expiring through 2028. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. The terms of the Stateleases provide for payments on a monthly basis and sometimes on a graduated scale.

Future annual minimum lease payments as of Delaware on September 11, 2019December 31, 2023, are as follows: 

  Leases 
Year ended December 31, Operating  Finance 
2024 $454  $72 
2025  184   15 
2026  191   —   
Thereafter  213   —   
Total minimum lease payments $1,042  $87 
Less: Amounts representing interest not yet incurred      (4)
Present value of finance lease obligations      83 
Less: Current portion      67 
Long-term portion of finance lease obligations      15 

The main operating lease agreement is related to the store located at 500 Broome Street, New York, NY. The cumulative lease payments for the purposenext years are $760.

Securities outstanding as of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash fromDecember 31, 2023

As of December 31, 2023, we had the proceeds of the Initial Public Offering and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a Business Combination:following outstanding securities:

 

 ●may significantly reduce the equity interest of our stockholders;December 31, 2023
Class A Common Shares8,856,230
Total Common Shares outstanding8,856,230
   
    Preferred stock●may subordinate the rights of holders of shares of common stock if we issue preference shares with rights senior to those afforded to our shares of common stock;—  
Total Preferred Stock outstanding—  
   
●will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and
  
Warrants●may adversely affect prevailing market prices for our securities.2,641
Stock Option Plans1,062
Restricted Stocks granted21
Total Warrants, Restricted Stocks and Stock Options outstanding3,724

 

Similarly, if we issue debt securities or otherwise incur significant indebtedness,Common Shares and Preferred stocks

As of December 31, 2023, the Company’s charter authorized the issuance of up to 900,000,000 shares of Class A common stock, $0.00001 par value per share, and 100,000,000 shares of preferred stock at $0.00001 par value per share.

Standby Equity Purchase Agreement

On March 8, 2023, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $50,000 of its shares of Class A Common Stock at any time during the 24 months. To request a purchase, the Company would submit an advance notice to YA II PN, Ltd. specifying the number of shares it could result in:intends to sell. The advance notice would state that the shares would be purchased at either:

 

 ●(i)default and foreclosure95.0% of the Option 1 Market Price, which is the lowest VWAP (the daily volume weighted average price of Company’s Class A common stock for the applicable date) in each of the three consecutive trading days commencing on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;the trading day following the Company’s submission of an advance notice, or

 (ii)
●acceleration92.0% of our obligationsthe Option 2 Market Price, which is the VWAP of the pricing period set out in the advance notice and consented to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;
●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
●our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.by YA II PN, Ltd.

 

Results of OperationsAt inception the Company did not identify any day one impact for the SEPA agreement except for $750 as Commitment fees to be paid to YA II PN, Ltd and legal fees amounted to $269.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 11, 2019 (inception) throughDuring the year ended December 31, 2019 were organizational activities, those necessary to prepare2023, the Company delivered multiple advance notices for the Initial Public Offering, described below,sale of 8,522,159 shares of Class A Common Stock, resulting in cumulative gross proceeds of $21,854. As a result, on December 31, 2023, $28,146 remained available under the March 2023 SEPA.

36 

Related Party Transactions

CEO conversion of deferred salaries

During the year ended December 31, 2023, our majority shareholder and identifyingCEO converted a target companyportion of his deferred salaries, totaling $78, into 87 shares of Class A Common Stock.

Board members conversion of deferred salaries

During the year ended December 31, 2023, board members converted a portion of their deferred salaries, totaling $69, into 1,062 Warrants to purchase shares of Class A Common Stock with a strike price of $174.00 and 5-years from issuance as expiration date.

During the year ended December 31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $90, into 397 shares of Class A Common Stock, generating a gain for the Company amounted to $25.

CEO Purchase of Series B Preferred Stock

On March 13, 2023, the Company issued 3,000 Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $0.5. Series B had no voting rights, except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder of the Company’s Series B was required to vote any proposal for a Business Combination. We do not expectreverse stock split on a “mirrored” basis. This meant that the Series B holder was required to generate any operating revenues until after the completion of our Business Combination. We generate non-operating incomecast their votes “For” and “Against” each such proposal in the formsame proportions as the holders of interest incomeCompany’s Class A Common stock eligible and voting at the Special Meeting cast their votes, in the aggregate. On March 30, 2023, the Company’s Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share. As of December 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.

Conversion of Class B Common Stock

On August 12, 2023, the 1,897 shares of Class B common stock automatically converted into 1,897 shares of Class A common stock. On August 12, 2021, the Company issued the Class B Common Stock to the Company’s CEO, with the clause of an automatic conversion into Class A Common Stock on marketable securities held after the Initial Public Offering. We incur expensessecond anniversary of the issuance (August 12, 2023).

Related party shipping  

During the year ended December 31, 2023, the Company recorded as Cost of Revenues $56 for shipping services provided by a related party. The service provider is a Company whose CEO is a parent of the CEO of micromobility.com.

2022 transactions

During the twelve months ended December 31, 2022, our majority shareholder and CEO has lent Helbiz funds on an interest-free basis for cumulative gross proceeds of $492. The amount has been repaid between a combination of cash for $237 and issuances of 527,425 shares of Class A Common Stock for $254.

On November 18, 2022, Wheels Business Combination date, our majority shareholder and CEO purchased from a Wheels investor, a Wheels unsecured note for its principal amount $750. On November 22, 2022, Helbiz Inc CEO converted the entire amount into 4,019,293 shares of Class A Common Stock.

Contractual Obligations and Commitments

LNPB Commitment

During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distribution of contents including live sport events to media partners and final viewers. In order to commercialize and broadcast media contents, the Company entered into non-cancellable Content licensing and Service agreements with multiple partners such as LNPB. In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB contents. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5,392, divided in three payments on or prior November 30, 2024, half of the amount has been paid in March 2024. As a result of the early termination of LNPB agreements, Helbiz Media significantly reduced its operations.

37 

Litigation

The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages.

As of December 31, 2023, and December 31, 2022, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded as Accruals for legal contingencies, included in Other Current liabilities; $3,978 and $2,710, respectively.  

The Company recorded $2,701 and $650 on the Consolidated statement of being a public company (for legal, financial reporting, accounting and auditing compliance), as well asoperations for due diligence expenses.

For the period from September 11, 2019 (inception) throughyears ended December 31, 2019, we had net loss of $12,879, which consisted of operating costs of $107,938, an unrealized loss on marketable securities held in our Trust Account of $1,6512023 and a provision for income taxes of $3,424, offset by interest income on marketable securities held in our Trust Account of $93,286.

33

Liquidity and Capital Resources

On November 21, 2019, we consummated the Initial Public Offering of 5,750,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 750,000 Units, generating gross proceeds of $57,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 2,100,000 Private Warrants to GreenVision Capital Holding LLC at a price of $1.00 per warrant, generating gross proceeds of $2,100,000.

Following the Initial Public Offering and the sale of the Private Warrants, a total of $57,500,000 was placed in the Trust Account. We incurred $1,597,032 in transaction costs, including $1,150,000 of underwriting fees and $447,032 of other costs.

For the period from September 11, 2019 (inception) through December 31, 2019, cash used2022, respectively; included in operating activities was $56,784. Net loss $12,879 was impacted by interest earned on marketable securities held in the Trust Account of $93,286, an unrealized loss on marketable securities held in our Trust Account of $1,651General & Administrative expenses for additional contingency losses over litigations reasonably estimated and a deferred tax provision of $3,424. Changes in operating assets and liabilities provided $51,154 of cash from operating activities.

categorized as probable.

As of December 31, 2019, we had marketable securities held2023, legal contingencies related to Wheels amounted to $1,613 while $2,365 are related to micromobility.com. In detail, Wheels has been named in various lawsuits related to the Trust Accountuse of $57,591,635 (including $91,635Wheels’s vehicles in US cities and in certain matters involving California Labor Code violations and the classification of interest income, netindividuals as independent contractors rather than employees. Micromobility.com claims are related to a previous investor who has claimed financial losses for breaching contractual obligations.

The range of unrealized losses) consisting of U.S. treasury billsloss for the Company’s legal contingencies accrued is between $800 to $7,041 which represents the range between the amount already settled with a maturity of 180 days or less. Interest income on the balancecounterparts and the amount claimed deducting insurance coverage.

The Company is also involved in certain claims where the Trust Account may be used by us to pay taxes. Through December 31, 2019, we did not withdraw any of the interest earned on the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2019, we had $471,284 of cash held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, butlosses are not obligatedconsidered to loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. Inreasonably estimable or possible; for these claims the event that a Business Combination does not close, we may use a portionrange of the working capital held outside the Trust Accountpotential loss is between $0 to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Warrants, at a price of $1.00 per warrant at the option of the lender.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-balance sheet financing arrangements

We did not have any off-balance sheet arrangements as of December 31, 2019.


Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

We have engaged I-Bankers Securities, Inc. as our advisor in connection with a Business Combination to assist us in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities, assist us in obtaining stockholder approval for the Business Combination and assist us with our press releases and public filings in connection with the Business Combination simultaneously upon the firm commitment of this offering. We will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.5% of the aggregate amount sold to the public in Initial Public Offering, or $1,437,500.

$3,050.

Critical Accounting PoliciesEstimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of our consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the datetime the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial statements, and income and expenses during the periods reported. Actualcondition or results could materially differ from those estimates. We have identified the following critical accounting policies:of operations.

Common stock subject to possible redemption

Business Combinations

We account for common stock subjectacquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting. In detail, the acquisition method required that the purchase price of the acquisition is allocated to possible redemption in accordancethe tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subjectcorresponding offset to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either withingoodwill. Upon the controlconclusion of the holdermeasurement period or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outsidefinal determination of the stockholders’ equity sectionvalues of our balance sheet.assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

Net loss per common shareEmerging Growth Company Status

 

Under the JOBS Act, an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of new or revised accounting standards that have different transition dates for public and private companies until those standards would otherwise apply to private companies. We applymeet the two-class method in calculating earnings per share. Sharesdefinition of common stock subjectan emerging growth company and have elected to possible redemption which are not currently redeemable and are not redeemable at fair value, have been excluded fromuse this extended transition period for complying with new or revised accounting standards until the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata shareearlier of the Trust Account earnings. Our net income is adjusted fordate we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the portion of income that is attributable to shares of common stock subject to possible redemption, as these shares only participateextended transition period provided in the earnings of the Trust Account and notJOBS Act. As a result, our income or losses.

Recent accounting standards

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on ourconsolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As of December 31, 2019, we were not subject to any market or interest rate risk. The net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 8. Financial Statements and Supplemental Data

This information appears following Item 15 of this Report and is included herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.


Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2019, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2019, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints,statements and the benefits must be considered relative to their costs. Becausereported results of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None


PART III

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our current directors and executive officers are as follows: 

NameAgePosition
Zhigeng (David) Fu54Chairman of the Board and Chief Executive Officer
Qi (Karl) Ye48Chief Financial Officer
Secretary, Treasurer and Director
He (Herbert) Yu63Director
Jonathan Intrater62Director

Zhigeng (David) Fu, age 54, is an Of Counsel of Global Law Office, Shanghai and the general manager of Global Law Office LLC. Mr. Fu has more than 25 years legal experience in mergers and acquisitions, private equity investment, foreign direct investment, and restructuring of foreign-invested enterprises in China as well as outbound acquisitions and overseas securities offerings and listings by Chinese companies. He has extensive experience in advising foreign investors in connection with their acquisitions of equity interests and operating assets of Chinese companies, establishment of joint ventures and investment transactions in China, and representing Chinese clients in overseas share offering and listing, investment and acquisition transactions. Mr. Fu has a deep knowledge of the PRC regulatory regime as well as local business practices in China. Prior to joining Global Law Office, Mr. Fu worked at the New York, Toronto and Beijing offices of Shearman & Sterling LLP for nearly 15 years. Prior to joining Shearman & Sterling LLP, Mr. Fu worked at Shanghai Science & Technology Investment Corporation (now Shanghai Technology Venture Capital (Group) Co., Ltd.). During the first half of 2013, Mr. Fu worked as a member at the Strategy and Development Committee of China Securities Regulatory Commission (CSRC). Among other distinctions, Mr. Fu was awarded as a Leading M&A Lawyer in China by Chambers Asia Pacific, a Leading PRC Lawyer in Healthcare by Chambers Asia Pacific, a Leading Lawyer in China M&A by LEGALBAND and a Leading PRC Lawyer in Healthcare by LEGALBAND. Mr. Fu received an LL.M. from Columbia University, School of Law in 1998, and a Master of Law from Shanghai University of International Business and Economics, School of Law in 1993 and a B.A. from Anhui Institute of Education in 1990. Mr. Fu has advised clients on many cross-border mergers and acquisitions deals and has extensive experience in negotiating and consummating transactions. Mr. Fu’s qualifications to serve as Chairman, Chief Executive Officer and director include his expertise in mergers and acquisitions as well as his extensive experience in capital markets transactions and deal sourcing.

Qi (Karl) Ye,age 48, is a veteran investment manager with more than 13 years of broad experience, specializing in capital markets, mutual fund investment, private equity and venture capital investment, and manages over $5 billion AUM. In 2017, Mr. Ye founded Mill River Investment Co, a private Chinese equity/venture capital-focused investment fund, and remains its President. In 2015, Mr. Ye founded of East Rock Management Co, a private Chinese secondary market investment fund, and remains in that position. Prior to founding East Rock, Mr. Ye was a self-employed investor from 2012-2014, served as deputy general manager at Changxin Asset Management Company from 2008-2012, currency and commodity strategist at Goldman Sachs from 2007-2008, and quant analyst at Lehman Brothers from 2006-2007. Mr. Ye holds a Master of Financial Engineering from University of California at Berkeley, a Master of Science in Computer Science from Virginia Tech, and a Bachelor of Engineering from Huazhong University of Science and Technology.

He (Herbert) Yu, age 63, has been Director of The Cancer Epidemiology Program at University of Hawaii Cancer Center since January 1, 2012. He has served as an Assistant Professor, Associate Professor and Full Professor at the Yale University school of medicine, beginning September 1, 2001 and until 2012. Over 20 years, he has been actively involved in leading edge cancer research including the areas of carcinogenic factors and molecular epidemiology. His extensive background in cancer research includes active membership in the American Association for the Advancement of Science, associate editor for Cancer Causes and Control and editorial board member for the Chinese Journal of Clinical Oncology. Prof. Yu has completed many clinical and epidemiologic studies on several major cancer sites, including the breast, ovary, liver, lung, endometrium and prostate. He has also investigated DNA methylation in tumor suppressor and DNA repair genes, methylator phenotype in relation to tumor progression, methylation pattern in multiple promoters, methylation regulation of microRNA and physical activity and epigenetic regulation. He has authored more than 150 research articles, reviews, editorials and book chapters. Prof. Yu received his MD from Shanghai Medical University in Chin and his master of science in epidemiology and Ph.D. in clinical biochemistry from the University of Toronto in Canada.

Jonathan Intrater, age 62, is a Managing Director in the investment banking department at Ladenburg, Thalmann & Co., Inc., which he joined in 1998. His broad transactional experience over the past 27 years of investment banking compass over $10 billion in public equity and high-yield note offerings, private placements of debt and equity securities, merger advisory transactions, and various debt restructuring assignments. Prior to joining Ladenburg Thalmann, he served as a Managing Director at the Brenner Securities Corporation from 1982 to 1989 and a Senior Vice President, BIA/Frazier, Gross & Kadlec, the nation’s largest telecommunications valuation firm from 1982 to 1989. Mr. Intrater holds an M.B.A from Vanderbilt University and a bachelor’s degree from the University of Pennsylvania.


EXECUTIVE COMPENSATION

No executive officer has received any cash compensation for services rendered to us.

No compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless of the type of transaction that it is).

Directors, officers and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.

After our initial business combination, members of our management team who remain with us may be paid employment, consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. The amount of such compensationoperations contained therein may not be known at the timedirectly comparable to those of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC.other public companies.

38 

Off-Balance Sheet Arrangements

 

DIRECTOR INDEPENDENCE

Our board has determined that each of He Yu and Jonathan Intrater is an “independent director” under NASDAQ listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

We have adopted a written code of business conduct and ethics, which applies to our principal executive officer, principal financial or accounting officer or person serving similar functions and all of our other employees and members of our board of directors. The code of ethics codifies the business and ethical principles that govern all aspects of our business. WeHelbiz did not waive any provisions of the code of business ethicshave, during the year ended December 31, 2019.

AUDIT COMMITTEE

Effective upon the completion of our IPO, we established an audit committee of the board of directors, which consists of He Yuperiods presented, and Jonathan Intrater. Messrs. He Yu and Jonathan Intrater are each an independent director under NASDAQ listing standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but areit does not limited to:

●reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

●discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

●discussing with management major risk assessment and risk management policies;

●monitoring the independence of the independent auditor;

●verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

●reviewing and approving all related-party transactions;

38

●inquiring and discussing with management our compliance with applicable laws and regulations;

●pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

●appointing or replacing the independent auditor;

●determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

●establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

●approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

FINANCIAL EXPERTS ON AUDIT COMMITTEE

The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”currently have, any off-balance sheet arrangements, as defined under NASDAQ’s listing standards.

In addition, we must certify to NASDAQ that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Mr. Jonathan Intrater qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.Securities and Exchange Commission.

NOMINATING COMMITTEE

Effective upon completion of our IPO, we established a nominating committee of the board of directors, which consists of Messrs. He Yu, Jonathan Intrater and Karl Ye. Messrs. He Yu and Jonathan Intrater are each an independent director under NASDAQ’s listing standards. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

●should have demonstrated notable or significant achievements in business, education or public service;

●should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

●should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.


COMPENSATION COMMITTEE

Effective upon completion of our IPO, we established a compensation committee of the board of directors, which consists of He Yu, Jonathan Intrater, and Karl Ye. Messrs. He Yu and Jonathan Intrater are each an independent director under NASDAQ’s listing standards. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

●reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●reviewing and approving the compensation of all of our other executive officers;

●reviewing our executive compensation policies and plans;

●implementing and administering our incentive compensation equity-based remuneration plans;

●assisting management in complying with our proxy statement and annual report disclosure requirements;

●approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●if required, producing a report on executive compensation to be included in our annual proxy statement; and

●reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

CONFLICTS OF INTERESTITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are awarea smaller reporting company as defined by Rule 12b-2 of the following potential conflicts of interests:

●None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

●In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations to such entities (as well as to us) and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

●Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

●The sponsor shares owned by our officers and directors, like the sponsor shares owned by our other founders, will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their sponsor shares whether or not we complete a business combination. Furthermore, our founders have agreed that the private shares will not be sold or transferred by them until after we have completed our initial business combination. In addition, our officers and directors may loan funds to us after our IPO (November 21, 2019) and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which may only be repaid from the trust account if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

As a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity. We cannot assure stockholders that any of the above-mentioned conflicts will be resolved in our favor. Furthermore, each of our officers and directors has pre-existing fiduciary or contractual obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary or contractual obligations, our officers and directors will honor those fiduciary or contractual obligations subject to his fiduciary duties under the laws of the State of Delaware. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary or contractual obligations and any successors to such entities have declined to accept such opportunities subject to his fiduciary duties under the laws of the State of Delaware.


In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earlier of a business combination or our liquidation, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have and his fiduciary duties under the laws of the state of Delaware. Notwithstanding the foregoing, our Certificate of Incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company subject to his fiduciary duties under the laws of the State of Delaware and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our officers and directors have also agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within the required time period.

The following table summarizes the other relevant pre-existing fiduciary or contractual obligations of our officers and directors: 

Name of IndividualName of Affiliated EntityPosition at Affiliated Entity
Zhigeng (David) FuGlobal Law OfficeOf Counsel
Qi (Karl) Ye

Mill River Investment Company

East Rock Management Co.

Principal and founder
He (Herbert) YuCancer Epidemiology Program, University of HawaiiDirector
Jonathan IntraterLadenburg, Thalmann & Co. Inc.Managing Director

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will any of our founders, members of our management team or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, an initial business combination (regardless of the type of transaction that it is) other than reimbursement of any out-of-pocket expenses.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during 2019, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements, with the exceptions noted below.

●A late Form 3 report was filed for Jonathan Intrater, a director of the Company, on December 19, 2019, to report his initial holdings of each class of securities of the Company beneficially owned as of December 18, 2019.


Item 11.EXECUTIVE COMPENSATION.

No executive officer has received any cash compensation for services rendered to us.

No compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless of the type of transaction that it is).

Directors, officers and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.

After our initial business combination, members of our management team who remain with us may be paid employment, consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. The amount of such compensation may not be known at the time of a stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC.

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of our shares of common stock as of December 31, 2019 by:

●each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

●each of our officers and directors; and

●all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect beneficial ownership of the warrants or rights included in the units offered by this Form 10-K or the private warrants included the private placement as these warrants are not exercisable and these rights are not convertible within 60 days of the date of this Form 10-K. 

Name and Address of Beneficial Owner(1) Amount and
Nature of
Beneficial
Ownership(3)		  Approximate
Percentage of
Outstanding
Shares(3)		 
GreenVision Capital Holdings LLC(2)  1,190,000(2)  19.0%
Zhigeng (David) Fu(2)  1,190,000(2)  19.0%
Qi (Karl)Ye(2)  1,190,000(2)  19.0%
He (Herbert) Yu  30,000   *%
Jonathan Intrater  30,000   *%
All directors and executive officers as a group
(five individuals)		  1,250,000   20%

*less than 1%

(1)Unless otherwise indicated, the business address of each of the individuals is the address of the Company, One Penn Plaza, 36thFloor, New York, New York.

(2)Mr. Fu and Mr.Ye are the owners of substantially all of the voting interests of GreenVision Capital Holdings LLC and have the power to direct its affairs, including the voting and sale of all securities of the Company owned by GreenVision Capital Holdings LLC. Mr. Fu and Mr. Ye are the managers of such entity.
(3)Does not reflect any exercise of the over-allotment option.

Our founders beneficially own approximately 20% of the issued and outstanding shares of common stock. Because of the ownership block held by our founders, officers and directors, such individuals may be able to effectively exercise influence over all matters requiring approval by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.


All of the sponsor shares (an aggregate of 1,437,500 shares) held by our sponsor and our two directors outstanding prior to the date of the Company’s IPO were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the sponsor, the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the sponsor shares, six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property.

During the escrow period, the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) to our founders, officers, directors, consultants or their affiliates, (ii) to an initial stockholder’s members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of our initial business combination, by private sales at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi)) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions. The holders will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the sponsor.

In order to meet our working capital needs following the consummation of our IPO, our founders, officers, directors and their respective affiliates or designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each working capital loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of our initial business combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be converted into additional warrants at a price of $1.00 per warrant. These warrants would be identical to the private warrants issued to the sponsor. In the event that the initial business combination does not close, we may use a portion of the working capital loans held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

Our executive officers and directors, and GreenVision Capital Holdings LLC, are our “promoters,” as that term is defined under the federal securities laws.

The transfer agent for our units and common stock and warrant agent and right agent for our warrants and rights is Continental Stock Transfer & Trust Company, 1 State Street Plaza, New York, New York 10004. Our units, common stock, rights and warrants have been approved for listing on NASDAQ and trade under the symbols “GRNVU,” “GRNV”, “GRNVR” and “GRNVW,”

Item 13.CERTAIN TRANSACTIONS

On September 16, 2019, in connection with our organization, we issued an aggregate of 1,437,500 shares of common stock to our sponsor for an aggregate price of $25,000. The sponsor requested that of these original shares, 60,000 shares be transferred to two of our directors (30,000 shares each), namely, to Herbert Yu and Jonathan Intrater.

The sponsor shares are identical to the shares of common stock included in the units sold in the Company’s IPO. However, the holders of sponsor shares have agreed (A) to vote their sponsor shares (as well as any public shares acquired in or after the Company’s IPO) in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to the Certificate of Incorporation, prior to a business combination, to affect the substance or timing of the Company’s obligation to redeem all public shares if it cannot complete an business combination within 12 months (or 15 or 18 months, as applicable) of the closing of the Company’s IPO unless the Company provides public stockholders an opportunity to redeem their public shares, (C) not to convert any shares in connection with a stockholder vote to approve a proposed initial business combination or any amendment to our charter documents prior to consummation of an initial business combination or sell any shares to us in a tender offer in connection with a proposed initial business combination and (D) that the sponsor shares shall not participate in any liquidating distribution from the trust account upon winding up if a business combination is not consummated. Additionally, all of the sponsor shares outstanding prior to the date of the Company’s IPO will be placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the sponsor shares, the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our shares of common stock equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the sponsor shares, six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property. The limited exceptions include transfers, assignments or sales (i) to our founders, officers, directors, consultants or their affiliates, (ii) to an initial stockholder’s members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of our initial business combination, by private sales at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions.


On September 16, 2019, our sponsor also loaned to us the sum of $411,000 evidenced by an unsecured note payable on the earlier of consummation of the Company’s IPO or March 31, 2020. Additionally, our sponsor purchased 2,100,000 warrants at the time of the closing of the Company’s IPO in a private placement, for an aggregate price of $2,100,000, at an exercise price of $11.50 per share, simultaneously with the consummation of the Company’s IPO.

The private warrants are identical to the public warrants contained in the public units sold in the Company’s IPO except that the private warrants (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this Form 10-K, so long as they are held by our sponsor or any of its permitted transferees. If the private warrants are held by holders other than our sponsor or any of its permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our IPO. In the event of a liquidation prior to our initial business combination, the private warrants will expire worthless. The purchasers of the private warrants have also agreed not to transfer, assign or sell any of the private warrants or underlying securities (except to the same permitted transferees as the sponsor and provided the transferees agree to the same terms and restrictions as the permitted transferees of the sponsor must agree to, each as described above) until the completion of our initial business combination.

In order to meet our working capital needs following the consummation of our IPO, our founders, officers and directors or their affiliates or designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each working capital loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of our initial business combination, without interest, or, at holder’s discretion, up to 1,500,000 of the notes may be converted into additional private warrants at a price of $1.00 per warrant. These warrants would be identical to the private warrants held by the sponsor, including an exercise price of $11.50 per share. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

The holders of our sponsor shares issued and outstanding on the date of the Company’s IPO, as well as the holders of the private warrants and any warrants our founders, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), are entitled to registration rights pursuant to an agreement signed prior to or on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the sponsor shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these sponsor shares are to be released from escrow. The holders of a majority of the private warrants issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Other than the repayment of up to $411,000 of non-interest-bearing working capital loans described above, no compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent” directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.


RELATED PARTY POLICY

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he or she is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.required under this item.

 

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is fair to our unaffiliated stockholders from a financial point of view.

CONTROLS AND PROCEDURES

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2021. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses we may consider for a business combination may have internal controls that need improvement in areas such as:

●staffing for financial, accounting and external reporting areas, including segregation of duties;39 

●reconciliation of accounts;

●proper recording of expenses and liabilities in the period to which they relate;

●evidence of internal review and approval of accounting transactions;

●documentation of processes, assumptions and conclusions underlying significant estimates; and

●documentation of accounting policies and procedures.

Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.


 

Item 14.PRINCIPAL ACCOUNTING FEESITEM 8. FINANCIAL STATEMENTS AND SERVICES.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from September 11, 2019 (inception) through December 31, 2019 totaled $65,760. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from September 11, 2019 (inception) through December 31, 2019. 

Tax Fees. We did not pay Marcum for tax planning and tax advice for the period from September 11, 2019 (inception) through December 31, 2019. 

All Other Fees. We did not pay Marcum for other services for the period from September 11, 2019 (inception) through December 31, 2019. 

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSUPPLEMENTARY DATA

 

(a)The following documents are filed as part of this Form 10-K:

(1)Financial Statements:

Page
Report of Independent Registered Public Accounting FirmF-2
Balance SheetF-3
Statement of OperationsF-4
Statement of Changes in Stockholders’ EquityF-5
Statement of Cash FlowsF-6
Notes to Financial StatementsF-7

(2)Financial Statement Schedules:

None.

(3)Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

Exhibit No.Description
1.1Underwriting Agreement dated as of November 18, 2019 between the RegistrantYear Ended December 31, 2023 and I-Bankers Securities Inc. Incorporated by reference as Exhibit 1.1 to the Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.
3.1Certificate of Incorporation. Incorporated by reference as Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
3.2Amended and Restated Certificate of Incorporation., Incorporated by reference as Exhibit3.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21,2019.
3.3.Form of Bylaws. Incorporated by reference as Exhibit 3.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
4.1Specimen Unit Certificate. Incorporated by reference as Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
4.2Specimen Common Stock Share Certificate. Incorporated by reference as Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21,2019.
4.3Specimen Warrant Certificate. Incorporated by reference as Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
4.4Specimen Right Certificate. Incorporated by reference as Exhibit 4.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
4.5Warrant Agreement dated as of November 18, 2019 between Continental Stock Transfer & Trust Company and the Registrant. Incorporated by reference as Exhibit 4.1 to the Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.
4.6Rights Agreement dated as of November 18, 2019 between Continental Stock Transfer & Trust Company and the Registrant. Incorporated by reference as Exhibit 4.2 the Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.
4.7Representative’s Share Purchase Warrant between the Registrant and I-Bankers Securities Inc. Incorporated by reference as Exhibit 4.3 the Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.
10.1Letter Agreement dated as of November 18, 2019 from each of the Registrant’s sponsor, officers and directors. Incorporated by reference as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.
10.2Investment Management Trust Agreement dated November 18, 2019 between Continental Stock Transfer & Trust Company and the Registrant. Incorporated by reference as Exhibit 10.2 the Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.
10.3Registration Rights Agreement dated as of November 21, 2019, among the Registrant and the initial stockholders. Incorporated by reference as Exhibit 10.4 to Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.


10.4Form of Sponsor Stock and Warrant Subscription Agreement dated as of November 18, 2019 between the Registrant and initial stockholders, for sponsor shares. Incorporated by reference as Exhibit 10.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
10.5Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Sponsor dated as of November 18, 2019 Incorporated by reference as Exhibit 10.3 the Form 8-K filed with the Securities and Exchange Commission on November 21, 2019.
10.6Promissory Note in the principal amount of $411,000 held by GreenVision Capital Holdings LLC. Incorporated by reference as Exhibit 10.8 to Amendment No.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 31, 2019.
10.8Form of Business Combination Marketing Agreement dated as of November 21, 2019 between the Registrant and I-Bankers Securities, Inc., incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
14Form of Code of Ethics. Incorporated by reference as Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
31.1Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1Form of Audit Committee Charter Incorporated by reference to Exhibit 99.1 the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
99.2Form of Compensation Committee Charter. Incorporated by reference as Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
99.3Form of Nominating Committee Charter. Incorporated by reference as Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 21, 2019.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

ITEM 16. FORM 10-K SUMMARY

None.


Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

GREENVISION ACQUISITION CORPORATION
By:/s/ Zhigeng Fu
Zhigeng Fu
Chief Executive Officer
(Principal Executive Officer)
Dated: March 24, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

SignatureCapacityDate
2022    
/s/ Zhigeng FuChairmanReport of the BoardMarch 24, 2020
Zhigeng FuIndependent Registered Public Accounting Firm (PCAOB ID 688)  F-2 
     
/s/ Qi YeDirectorMarch 24, 2020
Qi YeFinancial Statements    
Consolidated Balance Sheets as of December 31, 2023, and 2022  F-3 
/s/ He YuDirectorMarch 24, 2020
He (Herbert)  YuConsolidated Statements of Operations and Comprehensive Loss  F-4 
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit  F-5 
/s/ Jonathan IntraterDirectorMarch 24, 2020
Jonathan IntraterConsolidated Statements of Cash Flows  F-6
Notes to Consolidated Financial StatementsF-7 

 


 

GREENVISION ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting FirmF-2F-1
Financial Statements: 
Balance SheetF-3
Statement of OperationsF-4
Statement of Changes in Stockholders’ EquityF-5
Statement of Cash FlowsF-6
Notes to Financial StatementsF-7 to F-16


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of
GreenVision Acquisition Corp.

micromobility.com Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheetsheets of GreenVision Acquisition Corp.micromobility.com Inc. (the “Company”) as of December 31, 2019,2023 and 2022 the related consolidated statements of operations changes inand comprehensive loss, convertible preferred stock and stockholders’ equitydeficit and cash flows for each of the two years in the period from September 11, 2019 (inception) throughended December 31, 2019,2023, and the related notes (collectively referred to as the “financial statement”statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019,2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period from September 11, 2019 (inception) throughended December 31, 2019,2023, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in No. 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in No. 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

 

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our auditaudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.

 

/s/ Marcum LLP

Marcum llp

We have served as the Company’s auditor since 2021.

New York, NY

April 16, 2024 

/s/ Marcum LLPF-2 
MarcumLLP
We have served as the Company's auditor since 2019.
New York, NY
March 24, 2020 


GREENVISION ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2019Micromobility.com, Inc.

ASSETS   
Current assets    
Cash $471,284 
Prepaid expenses and other current assets  34,405 
Total Current Assets  505,689 
     
Deferred taxes asset  3,424 
Marketable securities held in Trust Account  57,591,635 
TOTAL ASSETS $58,100,748 
     
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities – Accrued expenses $85,559 
Total Current Liabilities  85,559 
     
Commitments    
     
Common stock subject to possible redemption, 5,298,734 shares at redemption value  53,015,180 
     
Stockholders’ Equity    
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding    
Common stock, $0.00001 par value; 300,000,000 shares authorized; 1,888,766 shares issued and outstanding (excluding 5,298,734 shares subject to possible redemption)  19 
Additional paid-in capital  5,012,869 
Accumulated deficit  (12,879)
Total Stockholders’ Equity  5,000,009 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $58,100,748 

(Formerly Helbiz, Inc.)

Consolidated Balance Sheets

(in thousands, except share and per share data)

       
  December 31,  December 31, 
  2023  2022 
ASSETS        
Current assets:        
Cash and cash equivalents $128  $429 
Account receivables  704   1,345 
Prepaid media rights  49   2,366 
VAT receivables  928   3,054 
Prepaid and other current assets  1,219   4,051 
Total current assets  3,028   11,245 
Property, equipment and deposits, net  2,435   9,237 
Right of use assets  1,180   2,872 
Other assets  389   707 
Goodwill  —     13,826 
Intangible assets, net  —     3,267 
TOTAL ASSETS $7,032  $41,154 
         
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT        
Current liabilities:        
Accounts payable $11,598  $14,359 
Account payable related to media rights  11,394   7,732 
Accrued expenses and other current liabilities  9,482   8,885 
Deferred revenues  1,558   3,047 
Operating lease liabilities  462   1,463 
Finance lease liabilities  67   2,002 
Short term financial liabilities, net  13,528   33,244 
Total current liabilities  48,089   70,732 
 Non-current financial liabilities, net  1,842   7,174 
Operating lease liabilities  861   1,719 
    Other non-current liabilities  42   433 
TOTAL LIABILITIES $50,834  $80,058 
    Commitments and contingencies                                                                    Note 14       
         
CONVERTIBLE PREFERRED STOCK        
Series A Convertible Preferred Stock, $0.00001 par value; 8,000,000 shares authorized at December 31, 2023; none issued and outstanding at December 31, 2023 and 6,751,823 issued and outstanding at December 31, 2022. $—    $945 
         
STOCKHOLDERS’ DEFICIT        
Preferred Stock, $0.00001 par value; 100,000,000 shares authorized at December 31, 2023; none issued and outstanding at December 31, 2023.  —     —   
Class A Common stock, $0.00001 par value; 900,000,000 shares authorized and; 8,856,230 and 21,802 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively.  210,339   152,996 
Class B Common stock, $0.00001 par value; 1,897 shares authorized, issued and outstanding at December 31, 2022 and none authorized as of December 31, 2023. Class B Common Stocks have been removed from the authorized capital stock of the Company.  —     —   
Accumulated other comprehensive loss  (2,144)  (2,904)
Accumulated deficit  (251,997)  (189,942)
Total stockholders’ deficit $(43,802) $(39,850)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT $7,032  $41,154 

The accompanying notes are an integral part of thethese consolidated financial statements.


F-3 

GREENVISION ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 11, 2019 (INCEPTION) THROUGH DECEMBER 31, 2019Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

 

Operating and formation costs $107,938 
Loss from operations  (107,938)
     
Other income (expense):    
Interest income  93,286 
Unrealized loss on marketable securities held in Trust Account  (1,651)
Other income, net  91,635 
     
Loss before provision for income taxes  (16,303)
Provision for income taxes  3,424 
Net loss $(12,879)
     
Weighted average shares outstanding, basic and diluted(1)  1,478,756 
     
Basic and diluted net loss per common share(2) $(0.03)
       
  Year Ended December 31, 
  2023  2022 
Revenue $9,844  $15,538 
Operating expenses:        
Cost of revenues  28,975   41,625 
General and administrative  22,917   25,569 
Impairment of goodwill and intangible assets  16,683   10,390 
Sales and marketing  2,837   8,712 
Research and development  2,439   2,741 
Total operating expenses  73,851   89,037 
         
Loss from operations  (64,007)  (73,499)
         
Non-operating income (expenses), net        
Interest expense, net  (6,010)  (7,141)
SEPA financial expenses, net  (4,215)  —   
Gain (Loss) on extinguishment of financial debts  12,032   (2,065)
Other financial income, net  202   655 
Total non-operating income (expenses), net  2,010   (8,551)
         
Income tax (expenses), net  (58)  (24)
Net loss $(62,055) $(82,074)
         
Deemed Dividends and Deemed Dividends equivalents $—    $—   
         
Net loss attributable to common stockholders $(62,055) $(82,074)
         
Net loss per share attributable to common stockholders, basic and diluted $(42.90) $(9,360.49)
         
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted  1,446,391   8,768 
         
Net loss $(62,055) $(82,074)
         
Other comprehensive (loss) income, net of tax:        
Changes in foreign currency translation adjustments $760  $(2,283)
         
Net loss and comprehensive income $(61,295) $(84,357)

 

(1)Excludes an aggregate of up to 5,298,734 shares subject to possible redemption.
(2)Net loss per share – basic and diluted excludes income attributable to common stock subject to possible redemption of $27,843 for the period from September 11, 2019 (inception) through December 31, 2019.

The accompanying notes are an integral part of thethese consolidated financial statements.


F-4 

GREENVISION ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM SEPTEMBER 11, 2019 (INCEPTION) THROUGH DECEMBERMicromobility.com, Inc.

(Formerly Helbiz, Inc.)

Statements of Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share and per share data which account for two reverse Splits occurred during year ended December 31, 20192023)

 

        Additional     Total 
  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Amount  Capital  Deficit  Equity 
Balance – September 11, 2019 (inception)  —  $—  $—  $—  $— 
                     
Issuance of common stock to Sponsor  1,437,500   14   24,986   —   25,000 
                     
Sale of 5,750,000 Units, net of underwriting discounts and offering expenses  5,750,000   58   55,902,910   —   55,902,968 
                     
Proceeds from sale of warrant to underwriter  —   —   100   —   100 
                     
Sale of 2,100,000 Placement Warrants  —   —   2,100,000   —   2,100,000 
                     
Common stock subject to possible redemption  (5,298,734)  (53)  (53,015,127)  —   (53,015,180)
                     
Net loss  —   —   —   (12,879)  (12,879)
                     
Balance – December 31, 2019  1,888,766  $19  $5,012,869  $(12,879) $5,000,009 

 

                         
  SERIES A CONVERTIBLE PREFERRED  Class A Common Stock  Class B Common Stock  Accumulated  Accumulated Other Comprehensive  TOTAL STOCKHOLDERS’ 
  STOCK  Shares  Amount  Shares  Amount  Deficit  (Loss) Income  DEFICIT 
Balance at January 1, 2022 $—     2,384  $101,454   1,897  $—    $(108,682) $(621) $(7,849)
Issuance of shares of common stock– for Conversion of Convertible Notes —     14,183   43,785   —     —     —     —     43,785 
Reclassification of bifurcated embedded conversion option pursuant to the adoption of accounting pronouncement ASU 2020-06 —     —     (4,187)  —     —     816   —     (3,371)
Issuance of Warrants —     —     790   —     —     —     —     790 
Issuance of shares of common stock  – Commitment shares for Convertible Notes issuance —     20   399   —     —     —     —     399 
Issuance of shares of common stock  – for legal services rendered in connection with issuance of convertible notes —     60   451   —     —     —     —     451 
Issuance of shares of common stock  – for Advance Notices under SEPA —     3,080   3,169   —     —     —     —     3,169 
Issuance of shares of common stock – for legal services rendered in connection with SEPA —     157   220   —     —     —     —     220 
Issuance of shares of common stock - for Settlement of Account Payables —     168   770   —     —     —     —     770 
Issuance of shares of common stock - for Settlement of Financial Liabilities —     1,440   2,443   —     —     —     —     2,443 
Issuance of shares of common stock - for Settlement of Payroll Liabilities —     247   335   —     —     —     —     335 
Issuance of Series A Preferred Stock - for Wheels business combination 945   —     —     —     —     —     —     —   
Reclassification of Liability warrants to Equity Warrants —     —     56   —     —     —     —     56 
Share based compensation —     62   3,310   —     —     —     —     3,310 
Changes in currency translation adjustment —     —     —     —     —     —     (2,283)  (2,283)
Net loss —     —     —     —     —     (82,074)  —     (82,074)
Balance at December 31, 2022 $945   21,802  $152,996   1,897   —    $(189,942)  (2,904)  (39,850)

                         
  SERIES A – CONVERTIBLE PREFERRED  Class A Common Stock  Class B Common Stock  Accumulated  Accumulated Other Comprehensive  TOTAL STOCKHOLDERS’ 
  STOCK  Shares  Amount  Shares  Amount  Deficit  (Loss) Income  DEFICIT 
Balance as of January 1, 2023 $945   21,802  $152,996   1,897  $—    $(189,942) $(2,904)  (39,850)
Issuance of shares of common stock – for Advance Notices under SEPA  —     8,829,072   54,192   —     —     —     —     54,192 
Issuance of shares of common stock – for Conversion of Convertible Notes  —     691   1,296   —     —     —     —     1,296 
Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks  (945)  904   945   —     —     —     —     945 
Issuance of shares of common stock and warrants – for various operating and investing activities  —     1,089   452   —     —     —     —     452 
Share based compensation  —     775   456   —     —     —     —     456 
Class B shares of common stock conversion into Class A shares of common stock  —     1,897   —     (1,897)  —     —     —     —   
Changes in currency translation adjustment  —     —     —     —     —     —     760   760 
Net loss  —     —     —     —     —     (62,055)  —     (62,055)
Balance as of December 31, 2023 $—     8,856,230  $210,339   —    $—    $(251,997) $(2,144) $(43,802)

The accompanying notes are an integral part of thethese consolidated financial statements.


F-5 

GREENVISION ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 11, 2019 (INCEPTION) THROUGH DECEMBER

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Consolidated Statements of Cash Flows

(in thousands, except share and per share data which account for two reverse Splits occurred during year ended December 31, 20192023)

  

Cash Flows from Operating Activities:   
Net loss $(12,879)
Adjustments to reconcile net loss to net cash used in operating activities:    
Interest earned on marketable securities held in Trust Account  (93,286)
Unrealized loss on marketable securities held in Trust Account  1,651 
Deferred tax provision  (3,424)
Changes in operating assets and liabilities:    
Prepaid expenses and other current assets  (34,405)
Accrued expenses  85,559 
Net cash used in operating activities  (56,784)
     
Cash Flows from Investing Activities:    
Investment of cash in Trust Account  (57,500,000)
Net cash used in investing activities  (57,500,000)
     
Cash Flows from Financing Activities:    
Proceeds from issuance of common stock to Sponsor  25,000 
Proceeds from sale of Units, net of underwriting discounts paid  56,350,000 
Proceeds from sale of Private Warrants  2,100,000 
Proceeds from sale of warrant to underwriter  100 
Proceeds from promissory note – related party  411,000 
Repayment of promissory note – related party  (411,000)
Payment of offering costs  (447,032)
Net cash provided by financing activities  58,028,068 
     
Net Change in Cash  471,284 
Cash – Beginning  — 
Cash – Ending $471,284 
     
Non-cash investing and financing activities:    
Initial classification of common stock subject to possible redemption $53,027,030 
Change in value of common stock subject to possible redemption $(11,850)
       
  Year Ended December 31, 
  2023  2022 
Operating activities        
Net loss $(62,055) $(82,074)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation and amortization  5,529   6,158 
Loss on disposal of assets  3,173   193 
Non-cash interest expenses  2,267   5,768 
Loss (Gain) on extinguishment of debts  (12,032)  2,065 
Share-based compensation  456   3,310 
Impairment losses  16,683   10,390 
         Amortization of right-of-use assets  1,363   1,706 
Other non-cash activities  (84)  (1,465)
Changes in operating assets and liabilities:        
             Prepaid and other current assets  6,072   2,890 
             Other assets  292   (348)
             Accounts receivable  641   (894)
             Accounts payable  1,268   7,733 
             Accrued expenses and other current liabilities  (710)  1,529 
             Other non-current liabilities  (333)  (57)
Net cash used in operating activities  (37,470)  (43,095)
         
Investing activities        
Purchase of property, equipment, and deposits  (1,258)  (3,151)
Purchase of intangible assets  (235)  (222)
Acquisition of business, net of cash acquired  —     (3,167)
Net cash used in investing activities  (1,493)  (6,540)
         
Financing activities        
Proceeds from issuance of financial liabilities, net  14,548   32,265 
Repayment of financial liabilities  (31,109)  (5,489)
Proceeds from issuance of financial liabilities, to related party – Officer  —     492 
Repayment of financial liabilities, to related party – Officer  —     (237)
Proceeds from sale of shares Class A common stock, net  54,192   3,169 
Payments of offering costs and underwriting discounts and commissions  —     (605)
Net cash provided by financing activities  37,631   29,595 
         
Increase (decrease) in cash and cash equivalents, and restricted cash  (1,332)  (20,040)
Effect of exchange rate changes  740   (475)
Net increase (decrease) in cash and cash equivalents, and restricted cash  (593)  (20,515)
Cash and cash equivalents, and restricted cash, beginning of year  737   21,252 
Cash and cash equivalents, and restricted cash, end of year $143  $737 
         
RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET        
Cash and cash equivalents  128   429 
Restricted cash, included in Other current assets  15   276 
Restricted cash, included in Other assets, non-current  —     32 
Total cash and cash equivalents, and restricted cash  143   737 
         
Supplemental disclosure of cash flow information        
Cash paid for:        
Interest, net $3,448  $1,375 
Income taxes, net of refunds $58  $28 
Non-cash investing & financing activities        
Convertible debts converted into Common Stock $1,296  $43,785 
Issuance of common stock – for settlement of financial liabilities  —     2,443 
Issuance of common stock – for Preferred share conversion  945   —   
Issuance of common stock - for Settlement of Payroll Liabilities  182   —   
Issuance of common stock - for Settlement of Account payables    151   —   
Issuance of common stock – for purchasing Intangible Assets  50   —   
Issuance of warrants - for Settlement of Account payables    69   —   
Issuance of common stock – Commitment shares for Convertible Notes issuance  —     399 
Issuance of common stock – Legal services for Convertible Notes issuance  —     451 
Issuance of Warrants - in conjunction with Convertible Notes issuance  —     790 
Derecognition of Beneficial conversion features (BCF) - for adoption of ASU 2020-06  —     4,187 
Issuance of Series A Convertible Preferred Stocks  —     945 
Adoption of ASU 842 – Recognition of ROU Assets and liabilities  —     4,273 

 

The accompanying notes are an integral part of thethese consolidated financial statements.


F-6 

 

GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTSMicromobility.com, Inc.

DECEMBER(Formerly Helbiz, Inc.)

Notes to Consolidated Financial Statements
(in thousands, except share and per share data which account for two reverse Splits occurred during year ended December 31, 20192023)

 

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSDescription of Business and Basis of Presentation

Description of Business

GreenVision Acquisition Corp. (themicromobility.com, Inc. (formerly known as Helbiz, Inc., and, together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware on September 11, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on target businesses operating in North America, Europe and Asia (excluding China) in the life sciences and healthcare industries. The Company shall not undertake its initial Business Combination with any entityOctober 2015 with its principal business operationsheadquarters in China.New York, New York. The Company is an early stageintra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and emerging growth companysustainable forms of personal transportation, specifically addressing first and as such,last mile transport.

Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, the Company is subjectoffers an intra-urban transportation solution that allows users to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2019, the Company had not commenced any operations. All activity for the period from September 11, 2019 (inception) through December 31, 2019 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2019. On November 21, 2019, the Company consummated the Initial Public Offering of 5,750,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 750,000 Units, at $10.00 per Unit, generating gross proceeds of $57,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,100,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to GreenVision Capital Holding LLC (the “Sponsor”), generating gross proceeds of $2,100,000, which is described in Note 4.

Transaction costs amounted to $1,597,032, consisting of $1,150,000 of underwriting fees and $447,032 of other offering costs. As of the date of completion of our Initial Public Offering, $526,950 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes, as of the Initial Public Offering date. As of December 31, 2019, $471,284 of cash was held outside of the trust account and was available for working capital purposes.

Following the closing of the Initial Public Offering on November 21, 2019, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

instantly rent electric vehicles.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount thencurrently has electric vehicles operating in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust AccountUnited States and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights.


Europe. 

GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Company will have until November 21, 2020 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by November 21, 2020, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $575,000 or $0.10 per Public Share, up to an aggregate of $1,150,000 or $0.20 per Public Share, on or prior to the date of the applicable deadline, for each three month extension.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants or rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor and insiders have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (c) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.


GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentationPresentation

The accompanyingThese consolidated financial statements are presentedhave been prepared in conformityaccordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant toinclude the rules and regulationsaccounts of the SEC.Company and its wholly- owned subsidiaries. All intercompany balances and transactions have been eliminated.

 The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from remeasurement of foreign currency balances into U.S. dollars are included in the consolidated statements of operations. For the foreign subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.

Emerging growth companyTwo reverse stock splits of 1:50 and 1:150 were approved by Company’s shareholders and Board of Directors, during 2023. The Company’s consolidated financial statements were adjusted to reflect the two reverse stock splits. In detail, the Company retroactively restated the Common shares data as if the reverse stock splits have been occurred on January 1, 2022.

2. Going Concern and Management’s Plans

The Company ishas experienced recurring operating losses and negative cash flows from operating activities since its inception. To date, these operating losses have been funded primarily from outside sources of invested capital. The Company had, and expects to continue to have, an “emerging growth company,”ongoing need to raise additional cash from outside sources to fund its operations. Attaining profitable operations depends upon achieving a level of revenues adequate to support the Company’s cost structure. These conditions raise substantial doubt about the Company’s ability to continue as defineda going concern within one year after the date that the financial statements are issued.

The Company plans to continue to fund its operations through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable to the Company, or at all.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in Section 2(a)the normal course of business and, as such, the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxyfinancial statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a classinclude any adjustments relating to the recoverability and classification of securities registered under the Exchange Act) are required to comply with the newrecorded amounts or revised financial accounting standards. The JOBS Act providesamounts and classification of liabilities that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,might be necessary should the Company as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differencesbe unable to continue in accounting standards used.existence.

3. Significant Accounting Policies and Use of estimatesEstimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP generally requires management to make estimates and assumptions that affect the reported amountsamount of certain assets, liabilities, revenues, and liabilitiesexpenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include determination of fair values of warrant and financial instruments, purchase price allocation for business combinations, useful lives of intangible assets, property and equipment and valuation allowance for deferred income taxes.

Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities atthat are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

F-7 

Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the dateChief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer, Salvatore Palella, is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

For the financial statementsyear-ended December 31, 2023, and 2022, the reported amounts ofCompany has determined to have operated in two operating segments, Mobility and Media. During the years ended December 31, 2023, and 2022, the Company generated revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

CashUnited States and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalentsEurope and as of December 31, 2019.


2023, and 2022, the Company had material assets located outside of the United States, primarily in Italy.

GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

Marketable securities held in Trust Account

At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills.

Common stock subject to possible redemption

Revenue Recognition

The Company accounts forgenerates its common stock subjectrevenue from its two operating segments: Mobility and Media.

Mobility revenues are related to possible redemptionthe offering of electric vehicles in the sharing environment. Through its Mobility App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. Those Mobility revenues are recorded in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject842 (“ASC 842”).

Media revenues are related to mandatory redemptionthe international distribution and broadcasting of media content, including live sports events. The Company recorded Media revenues in accordance with Accounting Standards Codification Topic 606 (“ASC 606”).

Mobility Revenues

Mobility revenues are recognized for rental and rental related activities where an identified asset, is classified as a liability instrumenttransferred to the customer and is measured at fair value. Conditionally redeemable common stock (including common stockthe customer has the ability to control that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Income taxes

asset in accordance with ASC 842.

The Company followsgenerates mobility revenues from its fleet of electric vehicles. The Company operates a fleet of sharing electric vehicles, comprised of both owned vehicles and vehicles leased from third-party leasing companies. In order to rent a Company’s electric vehicle, a rider downloads the assetMobility App and accepts the Terms of Conditions (“ToC”). The ToC defines the Company’s offering, the fees charged, each party’s rights and obligations and payment terms. After accepting the ToC, a rider selects and unlocks an electric vehicle, the rider has the right and the ability to control the selected electric vehicle for the desired term of the arrangement. As a result, the Company either leases or subleases the rented vehicle to the rider. The duration of the agreement varies between a single ride, for pay-per-ride agreement up to monthly for Unlimited subscription. In all those agreements, the Company is the accounting lessor or sublessor, as applicable, in accordance with ASC 842.

Due to the short-term nature of those arrangements, the Company classifies these rentals as operating leases. The revenues generated from single-use rides are recognized upon completion of each ride, while revenues generated from mobility subscription are recognized evenly over the rental period, which is typically a month or less. The Company records deferred rent arising from prepayment of rides made by customers.

The Company has made an accounting policy election to not separate non-lease components from lease components, the entire consideration received from subscribers is treated as lease rental and therefore it is recognized on a straight-line basis.

Additionally, the Company made an accounting policy election not to gross up the revenue with the related taxes. Rather, it is presenting the revenues after excluding the taxes (i.e., net of sales taxes and VAT). As a result, a liability methodis recorded upon completion of accountingeach ride for the related taxes.

Mobility revenues also includes an immaterial amount related to partnership and advertising revenues related to co-branding of the fleet and advertising on the Mobility App. 

F-8 

Media Revenues

Media Revenues are mainly composed by three sub-categories:

a)Commercialization of Media rights (B2B)

b)Live Subscriptions (B2C)

c)Advertising fees

a)Commercialization of Media rights (B2B): Media Revenues are mainly composed of international commercialization and distribution of media content to media partners, in the Business to Business (“B2B") environment. In detail, the Company recorded revenues in connection with the commercialization of the rights to broadcast, outside of Italy, the Italian Lega Serie BKT football (“LNPB”).

The Company applied the following steps to achieve the core principle of ASC 606.

1. Identification of the Contract, or Contracts, with a Customer. The Company has signed an agreement with each media partner who operates in the broadcast and media market.

2. Identification of the Performance Obligations in the Contract. The Company is responsible for delivering the media content to the media partner. As a result, the Company identified only one performance obligation: the delivery of media content to the media partner.

3. Determination of the Transaction Price. The Company analyzed the following criteria, using management judgement, to determine if the Company is acting as Principal or Agent in those transactions.

i) Controlling the goods or services before they are transferred to customers. The Company, in all active agreements, is the only part responsible for providing the service to the media partners. In detail, the Company obtained the media content rights from LNPB and controlled the rights, before entering into agreements with media partners. Additionally, based on the service agreements, the Company is the only responsible for providing the media content to the media partners.

ii) Inventory Risk. ASC 606 clarifies that an entity might have inventory risk in a service arrangement if it is committed to pay the service provider even if the entity is unable to identify a customer to purchase the service. As described in the criteria “Controlling the goods or services before they are transferred to customers” the Company obtained the audiovisual rights from LNPB before entering into agreements with media partners.

iii) Discretion in establishing prices. Based on the agreement with LNPB, the Company has full discretion in determining the price and payment terms.

The Company concluded that it acts as Principal in those service agreements as it obtained control over the media content rights, it has inventory risk, and it has discretion in establishing the prices. As result, the Company is entitled to recognize the gross selling price as transaction price.

In addition, the Company excludes all sales taxes and withholding taxes required by governmental authorities from the measurement of the transaction price.

4. Allocation of the Transaction Price to the Performance Obligations in the Contract. As explained above, 2. Identification of the Performance Obligations in the Contract, the Company determined that the contract contains only one performance obligation, as a result, there is no allocation of the transaction price.

5. Recognition of Revenue when, or as, the Company Satisfies a Performance Obligation. The Company identified one performance obligation: the delivery of media content. Revenues are recognized ratably over the licensing period in conjunction with the distribution of the media content to the media partners. 

b)Live subscriptions (B2C): For the broadcasting of the media content, the Company is also present in the Business to Customer (“B2C”) environment, through its entertainment App, Helbiz Live. In this environment, the Media subscriptions revenues are related to agreements with final customers. In detail, every time the customers accept the Terms of Conditions (“ToC”), included in the Helbiz Live App, and pay the monthly or annual fees the Company identified the presence of a formal agreement. The performance obligation related to the mentioned agreements is represented by the availability of the media content to the final customer. As a result, in accordance with the principles described by ASC 606 “Revenue Requirements from Subscription Business”, the Company recognizes revenues over time by measuring the progress of occurrence of the media content, toward complete satisfaction of the performance obligation.

c)Advertising Fees: The advertising revenues are related to agreements with partners for advertising activities in the Company’s entertainment App: Helbiz Live. Those fees are recognized as revenues on a straight-line basis over the contractual period with the partner, in line with the satisfaction of the related performance obligation. The Company is only responsible for fulfilling its obligation to provide a space in the Helbiz Live App, during the live content.

F-9 

Other revenues

The Company also generated revenues from food delivery offerings, which are recognized as revenues on a straight-line basis over the contractual period, in line with the satisfaction of the related performance obligations, as defined in ASC 606.

Cost of revenues

Cost of revenues primarily consists of operative costs related to the Mobility and Media offerings.

-Costs incurred in connection to Mobility offerings include but is not limited to: personnel-related costs both internal and external, credit card processing fees, battery charging costs, electric vehicles repair and maintenance costs, van and warehouses under operating leases, data center and networking expenses, software expenses directed related to the operations, ride insurance costs, depreciation and write-off of rental vehicles, amortization and expenses related to the obtainment of operating licenses and other direct costs.

-Costs incurred in connection to Media offerings includes content licensing, access costs, licensing and credit cards processing fees.

Research and development

Research and development expenses primarily consist of personnel-related compensation costs for employees in engineering and product development, both internal and external. Such expenses include costs related to the Company’s technology initiatives, as well as expenses associated with ongoing improvements to existing products and platforms. Research and development expenses are expensed as incurred.

Sales and marketing

Sales and marketing expenses primarily consist of advertising expenses, business development expenses, customer support costs, product marketing costs, personnel-related compensation costs and depreciation and write-off expense of customer relationship acquired. Sales and marketing costs are expensed as incurred.

General and administrative

General and administrative expenses primarily consist of personnel-related compensation costs, professional service fees, D&O insurance, lease expenses for offices and corporate houses, depreciation and amortization expenses of fixed and intangible assets other than rental vehicles or related to them, and other corporate costs.

Income Taxes

Deferred income taxes under ASC 740, “Income Taxes.” Deferredare recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities arefor financial reporting purposes and amounts recognized for income tax purposes. The Company periodically reviews the estimated future tax consequences attributable to differences between the financial statements carrying amountsrecoverability of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets recorded on the consolidated balance sheet and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuationprovides valuation allowances are established, whenas deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2023, and 2022.

Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules.

Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination of the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted.

F-10 

A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be realized.taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

The Company’s policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense in the Consolidated statements of operations and comprehensive loss. As of December 31, 2023, and 2022, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company accounts for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the grant date at fair value, using appropriate valuation techniques.

Service-Based Awards

The Company records stock-based compensation expense for service-based stock options and restricted stock on a straight-line basis over the requisite service period. For stock options with only service-based vesting conditions, the Company utilizes Black-Scholes option-pricing model as valuation model, which incorporates the following assumptions:

-Expected term: it represents the period of time that the options are expected to be outstanding and is estimated using the midpoint between the requisite service period and the contractual term of the option, under the safe harbor method.

-Risk-free interest rate: based on the U.S. Treasury yield curve in effect at the time of grant with a term equal to the expected term.

-Expected dividend yield: the Company has not paid and does not anticipate paying dividends on common stock, as a result is 0.0%.

-Volatility: the Company estimated the volatility using historical volatility over the expected terms.

 

For restricted stock, granted under the employee stock purchase plan, subject only to a service condition for vesting, the Company measures the awards based on the market price of its common stock at the grant date.

Performance-Based Awards

The Company has granted common stock that vest upon the satisfaction of a performance condition. The performance-based conditions generally are satisfied upon achieving specified performance targets, such as our financial or operating metrics, and/or the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an initial public offering (“IPO”). The Company records stock-based compensation expense for performance-based equity awards only if performance-based conditions are considered probable to be satisfied.

Market-Based Awards

We have granted stock options that vest only upon the satisfaction of all the following conditions: service-based conditions, performance-based conditions, and market-based conditions. The performance-based condition is satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards. The market-based conditions are satisfied upon the achievement of specified Company’s market valuations.

The Company records stock-based compensation expense for market-based equity awards such as stock options on an accelerated attribution method over the requisite service period. We determine the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, using the longer of the two service periods as the requisite service period.

F-11 

Concentration of Credit Risk

Cash and cash equivalents, restricted cash are potentially subject to credit risk concentration. Cash and cash equivalents and restricted cash consist of cash deposits which typically exceed insured limits and are placed with international financial institutions. The Company has not experienced any material losses related to these concentrations during the periods presented.

Cash and Cash Equivalents

The Company maintains cash in bank deposits in different currencies, mainly the U.S. Dollar and Euro.

Foreign Currency

The Company has operations in foreign countries whose functional currency is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate applicable during the period. Translation gains and losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expenses in the accompanying consolidated statements of operations and comprehensive loss when incurred.

Leases

The Company adopted ASC 842 as of January 1, 2022, using the modified retrospective approach. The Company elected to apply the transition method that allows companies to continue applying the guidance under the lease standard in effect at that time in the comparative periods presented in the consolidated financial statements and recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption.

The Company elected the package of practical expedients available in the leasing transition guidance, and therefore did not reassess whether existing or expired contracts contain leases, lease classification, or initial direct costs. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company also has elected the short-term lease exception for all classes of assets, and therefore does not apply the recognition requirements for leases of 12 months or less. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. For certain leases, the Company also applies a portfolio approach to account for right-of-use assets and lease liabilities that are similar in nature and have nearly identical contract provisions.

The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. The Company determines the classification and measurement of its leases upon lease commencement.

Lessee

The Company's leases include real estate property to support its operations, research and development equipment and electric vehicles used by riders to provide sharing services on the Mobility App. The Company records the right-of-use asset and lease liability at the present value of lease payments over the term. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

When the discount rate implicit in the lease cannot be readily determined, the Company estimates its incremental borrowing rate to discount the lease payments based on information available. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

Operating leases are included in right-of-use assets, operating lease liabilities current and non-current on the consolidated balance sheets. Lease costs for the Company's operating leases are recognized on a straight-line basis primarily within operating expenses over the lease term. Variable lease payments are recognized primarily in operating expenses in the period in which the obligation for those payments is incurred.

Finance leases are included in property, equipment, and deposits, net, and finance lease liabilities current and non-current on the consolidated balance sheets. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term in operating expenses on the consolidated statements of operations. The interest component of finance leases is recorded as interest expenses on the consolidated statements of operations and recognized using the effective interest method over the lease term.

F-12 

Property, and Equipment

Property, and equipment consist of equipment, computers and software, furniture and fixtures, and rental electric vehicles including vehicles leased under finance leases. Property, and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for property and equipment commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.

The table below, shows the useful lives for the depreciation calculation using the straight-line method:

Schedule of useful lives
Useful life
Equipment5 years
Computers and Software3 years
Furniture and fixtures7 years
Rental e-Bikes2 years
Rental e-Scooters1.5 years

Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets.

Vehicle Deposits

Vehicle Deposits consist of capital advances made in connection to purchase orders submitted to vehicle’s manufacturers. The Company analyzed the nature of the deposits and classified as non-current assets the deposits expected to be converted into fixed assets, such as new Mobility vehicles.

Acquisitions

The Company accounts for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting. In detail, the acquisition method required that the purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test.

Intangible assets, net

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to five years. Intangible assets resulting from the acquisition of entities are accounted for using the purchase method of accounting based on management’s estimate of the fair value of assets received.

Intangible assets, net is mainly composed by operating permits and licenses awarded or acquired by the Company, which allow the Company to operate operating the sharing business. The Company tests intangible assets for impairment whenever events or changes in circumstances (qualitative indicators) indicate that intangible assets might be impaired.

F-13 

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property, equipment, and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include: significant changes in performance relative to expected operating results, changes in asset use, negative industry or economic trends, and changes in the Company’s business strategy. The Company measures the recoverability of these assets first by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If such assets or asset groups are considered to be impaired, an impairment loss would be recognized if the carrying amount of the asset exceeds the fair value of the asset. 

Fair Value of Financial Instruments and Fair Value Measurements

The Company determines the fair value of financial assets and liabilities using the fair value hierarchy established in the accounting standards. The hierarchy describes three levels of inputs that may be used to measure fair value, as follows:

Level 1 — Quoted prices in active markets for identical assets and liabilities.

Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

 The Company’s financial instruments include cash and cash equivalents, warrants, convertible debts, equity compensation, common stocks, temporary equity, promissory notes, and loans. Management believes that the carrying amounts of cash and cash equivalents, accounts payable, accounts receivable, and short-term debts approximate the fair value due to the short-term nature of those instruments. Embedded derivatives and certain warrants are classified as Level 3 in the fair value hierarchy as they are valued using significant unobservable inputs or data in inactive markets. We use a third-party valuation specialist to assist management in its determination of the fair value of its Level 3. These fair value measurements are highly sensitive to changes in these significant unobservable inputs and significant changes in these inputs would result in a significantly higher or lower fair value.

The fair value of the shares of common stock underlying the stock option and temporary equity have been historically determined by using a third-party valuation specialist to assist management in its determination. Management determines the fair value of the Company’s common stock and temporary equity by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of redeemable convertible preferred stock to unrelated third parties, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors.

Financial Liabilities

The Company accounts Financial Liabilities between Current and Non-current liabilities based on the re-payment terms and conditions.

At the issuance of each financial instrument the Company evaluates the presence of: embedded derivatives, other instruments issued in conjunction of the financial transactions such as warrants. In case the Company identified more than one financial instrument or embedded derivatives, the Company allocates the gross proceeds, at issuance date. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance.

For subsequent measurement of embedded derivatives and warrants classified as liability the Company followed the applicable authoritative guidance which required subsequent adjustments of the instruments at fair value with impact on the Consolidated Statement of Operations. For warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

Net Loss Per Share Attributable to Common Stockholders

The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses.

F-14 

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, net of shares of common stock held in escrow account. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common stocks are not assumed to have been issued if their effect is anti-dilutive.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.

4. Business Combination

Wheels Labs, Inc – 2022 Business Combination

On November 18, 2022 (“Business Combination date”), the Company acquired 100% of the equity interest of Wheels Labs, Inc. (“Wheels”), an international group operating in the micro-mobility business by sharing e-vehicles through an IT platform. The business combination was expected to contribute to the growth of the Company’s core business through the offering of an additional type of micro-mobility vehicle to riders.

The acquisition of Wheels has been accounted for as a business combination. The Company estimated the purchase price of the acquisition has to be $4,145, composed of:

-$945 which represents the total fair value of the 6,751,823 Series A Convertible Preferred Stocks issued to Wheels shareholders on the Business Combination date, and

-$3,200 paid in cash to Wheels during the due diligence phase.

The fair value of the Company’s Series A Convertible Preferred Stocks issued to Wheels shareholders have been estimated assuming two scenarios:

a)conversion of the Series A Convertible Preferred Stocks into Company’s common stock within four months. The result of this scenario is a function of the Company’s common stock fair value and the conversion rate, and

b)Series A Convertible Preferred Stocks not converted into shares of Class A Common Stock for the first twelve months after issuance. In this scenario, the fair value has been estimated through an option pricing method backsolve calculation.

The Company assigned a 95% probability to scenario a) and 5% to scenario b). Fair value measurements are highly sensitive to changes in these inputs; significant changes in these inputs would result in a significantly higher or lower fair value.

Valuation Assumptions for Purchase Price Allocation

Company’s valuation assumptions used to estimate the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, property and equipment, legal contingencies and deferred taxes. In determining the fair value of intangible assets acquired, the Company had to make assumptions about the future performance of the acquired businesses, including among other things, the forecasted revenue growth attributable to the asset groups and projected operating expenses inclusive of expected synergies, future cost savings, and other benefits expected to be achieved by combining the businesses acquired with the Company. The intangible assets acquired were primarily comprised of government relationships and trade names and trademarks. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocations.

F-15 

The estimated fair value of the government relationships was determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks was determined using the relief from royalty method. Both methods required forward looking estimates that were discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that was reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions.

The fair value measurement of the assets and liabilities was based on significant inputs not observable in the market and thus represents a Level 3 measurement. The Company utilized a discounted cash flow method, with a discount rate of 14.4%. The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed, prepared with the assistance of a valuation specialist, at the Business Combination date.

Schedule of fair value of the assets acquired and liabilities    
   
Government relationships $2,400 
Rental vehicles  1,126 
Trade name and trademarks  900 
Other current assets  535 
Right of use assets under operating leases  274 
Cash and cash equivalents  33 
Total identifiable assets acquired $5,268 
Trade payables  (4,592)
Financial liabilities  (4,736)
Accrued expenses and other current liabilities  (1,660)
Legal contingencies – Refer to Note 14 Commitment and contingencies  (2,060)
Sales tax payables  (1,306)
Deferred revenues  (322)
Short-term operating lease liability  (274)
Total Liabilities assumed $(14,950)
Goodwill  13,826 
Total acquisition fair value consideration $4,145 

 Business combination costs amounting to $1,069 are related to legal and financial advisor costs. Based on their nature, the Company recorded the costs in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2022.

Goodwill - not deductible for tax purpose – included in the Mobility segment, was primarily attributable to: a) assembled workforce which represents the presence of a skilled employee base who possesses expertise in the micromobility environment that are important for the expansion plan and , b) expected operating synergies and monetization opportunities arising from the business combination, including the ability to obtain further licenses in the electric sharing environment in Europe and United States and gain efficiencies with the combined use of know-how, technology, and existing processes.

Government relationships and Trade name and trademarks accounted as Intangible Assets were amortized on a straight-line basis over their estimated useful life 3 years. Government relationships represented the operating e-vehicle sharing agreements with municipalities, entered by Wheels in previous years. Trade name and trademarks represented the values of the Wheels name and brand recognized by customers and the value of the patents associated with the Wheels vehicles.

Assumed legal contingencies were related to lawsuits for the usage of Wheels’s vehicles and for violations of the California Labor Code for the classification of individuals as independent contractors rather than employees. At the business combination date, the Company has determined that the range of the potential loss on such contingencies is $0 to $3,264 and the probable and reasonable estimable negative outcomes on such contingencies was $2,060, based on settlements already entered, rulings and the advice of legal counsel. Significant judgment was required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings were early in the discovery stage and unresolved. 

F-16 

The results of operations for the acquired business have been included in the consolidated statements of operations for the period after the Business Combination date, November 18, 2022. Revenues and Net Loss of Wheels included in the Company’s consolidated statement of operations from the acquisition date through December 31, 2022, are as follows.

 Schedule of proforma consolidated statement of operations   
  

From

November 18, 2022, to

December 31, 2022

 
Revenues $286 
Net Loss  (1,628)

Pro forma combined results

Pro forma consolidated revenues and earnings for the twelve months ended December 31, 2022, calculated as if Wheels had been acquired as of January 1, 2022, are as follows:

Schedule of proforma consolidated revenue   
  

 

(unaudited)

Year Ended December 31, 

 
  2022 
Revenues $21,196 
Net Loss  (111,484))

The pro forma adjustments reflect the transaction accounting adjustments, in accordance with U.S. GAAP. No autonomous entity adjustments have been identified and recorded as pro forma adjustments. Additionally, the pro forma adjustments do not reflect management’s adjustments for potential synergies and dis-synergies. The pro forma combined financial statements do not necessarily reflect what the combined results of operations would have been had the acquisition occurred on the dates indicated. In detail, the pro forma adjustments are mainly related to the amortization of Customer and Government relationships and trade name and trademarks. They also may not be useful in predicting the future results of operations of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

5. Revenue Recognition

The table below shows the revenues breakdown for the years ended on December 31, 2023, and 2022.

 Schedule of revenue recognition      
  Year Ended December 31, 
  2023  2022 
Mobility Revenues (ASC 842) $5,269  $8,430 
Pay per ride  4,414   6,742 
Mobility Subscriptions  675   1,331 
Partnerships fees  180   357 
Media Revenues (ASC 606) $3,975  $6,507 
  Commercialization of Media rights (B2B)  2,089   4,177 
  Live subscriptions (B2C)  1,414   1,740 
  Advertising fees  473   590 
Other Revenues (ASC 606) $600  $601 
Total Revenues $9,844  $15,538 

The table below shows the Deferred revenues roll-forward from January 1, 2022, to December 31, 2022, and from January 1, 2023, to December 31, 2023.

 Schedule of deferred revenue               
 Deferred Revenues January 1, 2023  Additions  2023 Revenues  FX rate Adj  December 31, 2023 
                
 Mobility  1,775   2,166   (2,181)  (202)  1,558 
 Media  1,272   2,750   (3,975)  (46)  —   
 Total $3,047  $4,916   (6,156)  (248) $1,558 

                   
Deferred Revenues January 1, 2022  Additions  Wheels Business combination  2022 Revenues  FX rate Adj  December 31, 2022 
                   
Mobility  1,202   2,757   322   (2,417)  (89)  1,775 
Media  383   7,539   —     (6,507)  (142)  1,272 
Other  —     24   —     (24)  —     —   
 Total $1,585  $10,320  $322  $(8,948) $(231) $3,047 

Deferred revenues related to prepaid customer wallets will be recorded as Mobility Revenues when riders take a ride.

F-17 

As of December 31, 2023, Media Deferred Revenue was zero as a result of the early termination of the agreements entered into with LNPB (Lega Nazionale Professionisti Serie B) for the commercialization of media rights. In detail, on June 15, 2023, and June 28, 2023, the Company received communications from the main live content provider, LNPB, notifying the early termination of the agreements related to the commercialization and broadcast of the Italian Serie B content. 

6. Prepaid Media rights

Prepaid Media rights are composed by media rights to commercialize and broadcast sports events (live and highlights). The table below shows the Prepaid Media rights roll-forward from January 1, 2022, to December 31, 2022, and from January 1, 2023, to December 31, 2023.

Schedule of prepaid media rights                
Prepaid Media rights January 1, 2022  Additions  2022 COGS  FX rate Adj  December 31, 2022 
                     
 Media rights  2,758   13,550   (13,767)  (175)  2,366 
 Total $2,758  $13,550  $(13,767) $(175) $2,366 

                
Prepaid Media rights January 1, 2023  Additions  2023 COGS  FX rate Adj  December 31, 2023 
                    
 Media rights  2,366   5,101   (7,449)  31  49 
 Total $2,366  $5,101  $(7,449) $31  $49 

7. VAT Receivables

VAT Receivables amounted to $928 and $3,054 as of December 31, 2023, and 2022, respectively. VAT receivables are mainly related to the Italian VAT (22%), recorded by mobility and Media businesses. VAT receivables will be collected or offset with other tax liabilities within the year ended December 31, 2024.

8. Goodwill

The table below shows the Goodwill roll-forward from January 1, 2022, to December 31, 2022, and from January 1, 2023, to December 31, 2023.

 Schedule of goodwill               
  January 1, 2022  Business Combination  Impairment  FX rate Adj  December 31, 2022 
                
MiMoto Goodwill  10,696   —     (9,264)  (1,432)  —   
Wheels Goodwill  —     13,826   —     —     13,826 
 Total $10,696  $13,826  $(9,264) $(1,432) $13,826 

                
  January 1, 2023  Business Combination  Impairment  FX rate Adj  December 31, 2023 
                     
Wheels Goodwill  13,826   —     (13,826)  —     —   
 Total $13,826  $—    $(13,826) $—    $—   

F-18 

As part of the Company’s impairment analysis, the fair value of the reporting units were determined using the income approach. The determination of the fair value of the Company’s reporting units requires management to make a number of estimates and assumptions, which include, but are not limited to: the projected future business and financial performance of the Company’s reporting unit; forecasts of revenue, operating income, depreciation, amortization, and capital expenditures; discount rates; terminal growth rates; and consideration of the impact of the current adverse macroeconomic environment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates.

MiMoto Impairment

In September 2022, the Company identified impairment indicators which indicate that the fair values of MiMoto assets, related to the e-mopeds business, were below their carrying values. The decline in the Company’s market capitalization and the reduction of operating e-mopeds were the main impairment indicators. As of September 30, 2022, the Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the carrying value of MiMoto Goodwill of $9,264 and MiMoto Intangible assets of $1,126, which are included within Impairment of assets in the consolidated statements of operations for the twelve months ended December 31, 2022.

Wheels Impairment

On November 18, 2022, the Company completed a business combination with Wheels. As a result of the business combination the Company identified a Goodwill which was primarily attributable to the expected operating synergies and monetization opportunities arising from the business combination, including the ability to obtain further licenses in the electric sharing environment in Europe and United States and gain efficiencies with the combined use of know-how, technology, and existing processes.

 In June 30 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying values. The decline in the Company’s market capitalization was the main impairment indicator. The Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. In detail, for the June 2023 impairment testing, as compared to December 2022 testing, the Company reduced the estimated future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to reflect the Company’s best estimates at this time. The updates to the estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit. As a result, the Company impaired the net carrying value of Wheels Goodwill of $13,826 and Wheels Intangible assets, net of $2,619, which are included within Impairment of assets in the consolidated statements of operations for the twelve months ended December 31, 2023.

9. Property, equipment and deposits, net

Property, equipment and deposits, net consist of the following:

 Schedule of consolidated income statement      
  December 31,  December 30, 
  2023  2022 
Sharing electric vehicles $14,702  $15,128 
          Of which under finance lease agreements  —     3,260 
Furniture, fixtures, and equipment  1,379   1,411 
          Of which under finance lease agreements  177   177 
Computers and software  1,069   1,045 
Leasehold improvements  1,758   714 
Total property and equipment, gross  18,908   18,298 
Less: accumulated depreciation  (16,473)  (12,136)
Total property and equipment, net $2,435  $6,162 
Vehicle deposits  —     3,075 
Total property, equipment and deposits, net $2,435  $9,237 

The following table summarizes the loss on disposal and depreciation expenses recorded in the consolidated statement of operations for the years ended on December 31, 2023, and 2022.

 Schedule of consolidated income statement      
  Year Ended December 31, 
  2023  2022 
Cost of revenues $7,397  $4,932 
Of which write-off and loss on disposal  3,133   193 
Research & Development  59   44 
General & administrative  456   439 
Of which write-off and loss on disposal  51   —   
Total depreciation and loss on disposal expenses $7,913  $5,416 

The Company recorded $3,010 as Cost of Revenues for the write-off of vehicle deposits. In detail, the Company early terminated supply agreements with vehicle manufacturers and lost the deposits.

F-19 

10. Intangible assets, net

Intangible assets consist of the following:

 Schedule of intangible assets      
  December 31,  December 31, 
  2023  2022 
Government Relationships  —     2,400 
Trade name and trademarks  —     900 
Licenses  —     126 
Other Intangible assets  —     87 
Total Intangible assets, Gross $—    $3,513 
Less: accumulated amortization  —     (246)
Total Intangible assets, net $—    $3,267 

The following table summarizes the amortization expenses and impairment recorded in the consolidated statement of operations, for the years ended on December 31, 2023, and 2022:

 Schedule of amortization expense      
  Year Ended December 31, 
  2023  2022 
Cost of revenues $540  $743 
Impairment of intangible assets  2,857   1,126 
Sales & marketing  —     192 
General & administrative  214   2 
Total Amortization and Impairment expenses $3,611  $2,063 

11. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:

 Schedule of accrued expenses and other current liabilities      
  December 31,  December 31, 
  2023  2022 
Legal contingencies – refer to Note 14 Commitments and Contingencies $3,978  $2,710 
Payroll liabilities  3,144   2,693 
Accrued expenses  1,920   2,369 
Sales tax payables  440   1,113 
Total accrued expenses and other current liabilities $9,482  $8,885 

12. Current and Non-current financial liabilities, net

The Company’s financial liabilities consisted of the following:

Schedule of financial liabilities             
  Weighted Average Interest Rate  Maturity Date  December 31, 2023  December 31, 2022 
Secured Convertible loan, net  9%  2024   3,764   —   
Secured loan, net  13%  2023   —     14,224 
Convertible debts, net  5%  2024   3,217   14,372 
Unsecured loans, net  7%  Various   7,715   10,935 
Other financial liabilities  N/A   Various   672   886 
Total Financial Liabilities, net          15,370   40,418 
Of which classified as Current Financial Liabilities, net          13,528   33,244 
Of which classified as Non-Current Financial Liabilities, net          1,842   7,174 

F-20 

The table below shows the amounts recorded as Interest expense, net on the statements of operations for the years ended on December 31, 2023, and December 31, 2022:

 Schedule of interest expense      
  Year Ended December 31, 
  2023  2022 
Convertible debts $(3,144) $(4,423)
Secured loan  (1,948)  (2,055)
Unsecured loans  (728)  (548)
Secured Convertible loan  (169)  —   
Other interest expenses  (21)  (115)
Total Interest expenses, net $(6,010) $(7,141)

The Company categorized as convertible debts the following instruments issued to YA II PN, Ltd. (the “Note holder”): a) three convertible notes issued in 2021 (“2021 Convertible notes”) under a Securities Purchase Agreement (the “2021 SPA”), b) six convertible notes issued in 2022 (“2022 Convertible notes”) under three Securities Purchase Agreements (the “2022 SPAs”), c) a convertible promissory note issued on December 1, 2022 under a Standby Equity Purchase Agreement (“SEPA”) dated October 31, 2022 (“2022 SEPA Convertible note”), d) four convertible promissory note issued during year ended December 31, 2023 under Standby Equity Purchase Agreements (“2023 SEPA Convertible notes”).

2021 Convertible notes

Original terms and conditions

On October 12, 2021 (“closing date”), the Company entered into a Securities Purchase Agreement (the “2021 SPA”) with the Note holder, pursuant to the terms of the 2021 SPA, the Company issued to the Note holder the followings: (i) 20 shares of Class A common stock as a commitment fee, at closing date (ii) a first 2021 convertible note in the principal amount of $15,000, at closing date (iii) 133 Warrants to buy 133 shares of Class A common stock with an exercise price of $150,000 per share, subsequently amended to $22,500, and five years as expiration date, (iv) a second 2021 convertible note in the principal amount of $10,000, issued on October 27, 2021, and (v) a third 2021 convertible note in the principal amount of $5,000, issued on November 12, 2021. In exchange for the issuances of the commitment Shares, the three 2021 convertible notes and the warrants, the Company received from the Note holder proceeds of $30,000.

The 2021 convertible notes matured on the one-year anniversary date of the issuance and matured interest at a rate of 5% per annum.

The 2021 convertible notes were convertible by the Note holder upon issuance. The conversion price was settled to be the lower of a fixed conversion price or 92.5% of the lowest daily volume-weighted average price of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be less than the Floor Price.

Amendments

On April 15, 2022, and on May 17, 2022, the Company amended certain terms of the 2021 Convertible Notes. In detail, the main amended terms were the Fixed Conversion Price from $150,000 to $22,500 and the Floor Price settled as $1,875 for all the 2021 Convertible notes.

The Company considered the amendments as an extinguishment of the original 2021 Convertible Notes. As a result, the net carrying values of the original 2021 Convertible Notes have been derecognized and the amended 2021 Convertible Notes have been recorded at their fair values on the date of the amendment. On April 15, 2022, the fair value of the amended 2021 Convertible Notes have been estimated as the principal amounts and accrued interests and unpaid interests.

The difference between the two amounts, amounting to $2,065 which represents the debt discounts on April 15, 2022, has been recorded in the statements of operations for the year ended December 31, 2022, as Loss on extinguishment of financial debt.

F-21 

Conversions

The 2021 convertible notes have been fully converted into shares of Class A common stock during the year ended December 31, 2022. In detail, the note holder converted $31,007 (of which $30,000 as principal and $1,007 as accumulated interests) of the 2021 Convertible Notes into 5,097 shares of Class A Common Stock.

2022 Convertible notes

Original terms and conditions

During 2022, the Company entered into three Securities Purchase Agreements (the “2022 SPAs”) with YA II PN, Ltd. (the “Note Holder”), pursuant to the terms of the 2022 SPAs, the Company received from the Note holder cumulative proceeds for $23,000 and issued: (i) 20 shares of Class A common stock as a commitment fee, (ii) 133 Warrants to buy 134 shares of Class A common stock with five-year expiration date, and with an exercise price of $22,500 per share for 67 Warrants and $12,500 per share for the remaining 67 Warrants, and (iii) six convertible notes (the “2022 Convertible notes”) with one-year maturity date from issuance, 5% as annual interest rate and 15% as default interest rate.

The 2022 Convertible notes were convertible by the Note Holder upon issuance. The conversion price was settled to be the lower of a fixed conversion price or 92.5% of the lowest daily volume-weighted average price of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be less than the Floor Price.

Repayments/Conversions

During the year ended December 31, 2023, the Company repaid in cash the 2022 Convertible Notes for a cumulative payment of $10,563 (of which $9,250 was principal, $295 was accumulated interest, and $1,018 was redemption premium interest).

During the year ended December 31, 2022, and 2023, the Company issued 9,086 and 691 shares of Class A Common Stock, in satisfaction of conversion requests of $12,778 (of which $12,485 as principal and $293 as accumulated interests) and $1,296 (of which $1,250 as principal and $46 as accumulated interests); respectively.

As a result of the above conversion and repayments, on December 31, 2023, the Company has no outstanding principal or accumulated interest under the 2022 Convertible Notes.

2022 SEPA Convertible Note

Original terms and conditions

On December 1, 2022, the Company issued a Convertible Promissory Note (“2022 SEPA Convertible Note” or “2022 SEPA Note”) to the Note Holder pursuant to the SEPA dated October 31, 2022. The SEPA Note had a principal amount of $5,000 with 10% issuance discount, January 31, 2023 as maturity date, 0% as annum interest rate and 15% as annum default interest rate.

Repayment

During the year ended December 31, 2022, the Company repaid in cash the 2022 SEPA Note for $790; the remaining $4,210 has been repaid in cash during the year ended December 31, 2023.

As a result of the mentioned re-payments on December 31, 2023, the Company has no outstanding principal or accumulated interest under the 2022 SEPA Convertible Note.

F-22 

2023 SEPA Convertible Notes

The 2023 SEPA March Convertible Notes are composed by four instruments; the table below presents the main terms and conditions of the notes.

 Schedule of convertible notes                
  2023 SEPA Convertible Notes 
   HLBZ-11   HLBZ-12   HLBZ-13   HLBZ-14 
Principal $4,500  $1,200  $1,500  $4,000 
Issuance discount  10%  10%  15%  15%
Issuance date  3/8/2023   8/25/2023   10/26/2023   11/13/2023 
Maturity date  10/31/2023   1/31/2024   2/29/2024   3/31/2024 
Payment Premium  5%  5%  5%  5%
                 
Default Interest rate  15%  15%  15%  15%
Fixed Conversion Price $3,750.00  $37.50  $37.50  $37.50 

The Company has the option to repay the 2023 SEPA Convertible Notes through the following or a combination of the two:

•repay in cash on or before the maturity date,

•repay by submitting one or a series of advance notices under the 2023 SEPAs, on or before the Maturity date.

During the year ended December 31, 2023, the Company fully repaid in cash three of the four 2023 SEPA Convertible Notes (HLBZ-11 / HLBZ-12 / HLBZ-13) for a cumulative payment of $7,560 (of which $7,200 was principal, and $360 were payment premium). In addition, the Company partially repaid in cash HLBZ-14 for a cumulative payment of $459 (of which $437 was principal, and $22 were payment premium)

As a result of the above repayments, on December 31, 2023, the Company has $3,610 as outstanding principal and accumulated interest, partially offset by $393 of debt issuance discount.

Secured loan

On March 23, 2021, the Company entered into a $15,000 secured term loan facility with an institutional lender. The loan agreement has a maturity date of December 1, 2023. At inception, the Company prepaid interest and an insurance premium for $2,783, while during the year ended December 31, 2023, and 2022 the Company paid interests for $1,171 and $1,121, respectively.

On November 27, 2023, the Company entered into a Settlement and Release Agreement with the institutional lender, amending the original loan agreement. In detail, the main amended term was the full satisfaction of the obligations under the original loan agreement in exchange of a payment of $3,595, on or prior December 8, 2023. The Company paid $3,595 on December 8, 2023.

The Company considered the amendment as an extinguishment of the original loan agreement. As a result, the net carrying value of the original Secured loan has been derecognized and the new amount of $3,595 has been recorded as debt on the date of the amendment.

The difference between the two amounts, amounting to $11,405 has been recorded in the statements of operations for the year ended December 31, 2023, as Gain on extinguishment of financial debt.

Secured convertible loan

On December 8, 2023, the Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount of $5,750, with 37.5% issuance discount, December 8, 2024 as maturity date, 9.25% as annum interest rate and 13.25% as annum default interest rate.

The secured loan shall be convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined as $1.25.

At inception, the secured loan and its embedded options were recorded as short-term financial debt at fair value approximated with its principal amount, $5,750. This should subsequently be amortized to par over the period of the Secured Convertible Note.

As of December 31, 2023, the Company has $5,784 outstanding as principal and accumulated interests, partially offset by $2,020 of debt discount.

F-23 

Unsecured loans

Foreign unsecured loans

In 2020 and 2021, the Company, through one of its wholly-owned Italian subsidiaries, obtained long-term loans for Euro 5,500 (approximately $6,100) from a bank. Additionally, as a result of the business combination with MiMoto the Company inherited three unsecured long-term loans for cumulative $920. As of December 31, 2023, in line with the re-payment plan, the Company has $3,253 outstanding as principal and accumulated interests, partially offset by debt discounts amounting to $99. The Company recorded the loans between Current and Non-Current Financial liabilities based on the repayment terms.

2022 unsecured loans

On July 15, 2022, the Company issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $2,210). The Unsecured Note has 6.75% as interest on an annual basis, and July 15, 2027, as original maturity date and interests due on a quarterly basis. As of December 31, 2023, the Company has $2,428 outstanding as principal and accumulated interests, categorized as Short-term financial liabilities, net. The classification as current liabilities as of December 31, 2023, was driven by the non-payment of the quarterly interest which trigger the short-term categorization. Refer to subsequent events paragraph for additional information regarding the settlement agreement reached with the investor.

On July 12, 2022, the Company issued a Promissory Note to an investor in exchange for $2,000. The Promissory Note had 1.5% as interest rate on quarterly basis, and October 15, 2022, as original maturity date. The Company extended the maturity date to July 5, 2023, in exchange for a 50% increase in the interest rate during such extension. During October and November 2023, the Company fully repaid the note for $2,091; as a result, as of December 31, 2023, the Company has no outstanding principal, or interests related to the Promissory Note.

Wheels unsecured debts

On November 18, 2022, as a result of the Business Combination with Wheels, the Company assumed the fair value of an unsecured loan amounted to $3,439. The loan assumed was in default under Wheels, as a result right after the Business Combination on November 18, 2022, the Company and the investor entered into a Loan Amendment which restructured the loan with the following terms and conditions:

-$1,439 of the amount outstanding converted into 834 shares of Class A Common Stock, and

-$2,000, restructured with a new payment plan, Maturity date May 1, 2025, and annual interest rate of 12%.

On December 28, 2023, the Company entered into a second Loan Amendment which restructured the loan with the following terms and conditions:

-$1,400 of the amount outstanding to be paid in cash on the earliest of: a) December 15, 2024, b) the date the Company will receive gross cash proceeds of at least $3 million from the offer and sale of any combination of Company’s equity securities or debt securities in a single transaction, or c) the date the Company will receive aggregate gross cash proceeds of at least $6 million from the offer and sale of any combination of Company’s equity securities or debt securities over the course of any series of transactions commencing from December 28, 2023. The interest shall cease to accrue from the amendment date; and

-$734 of the amount outstanding converted into 928,942 shares of Class A Common Stock.

As of December 31, 2023, in line with the new re-payment plan, the Company has $2,134 outstanding as principal and accumulated interests, recorded as Short-term financial liabilities. Refer to subsequent events paragraph for additional information regarding the issuance of the Class A Common Shares to the investor.

13. Leases

Operating leases

The Company has operating leases for office spaces, warehouse facilities, corporate houses, and certain company vehicles. The leases have remaining lease terms of one month to 4 years.

F-24 

The table below presents the operating lease-related assets and liabilities recorded on the consolidated balance sheets.

 Schedule of operating lease liabilities      
  December 31, 
Operating leases 2023  2021 
Assets      
Right-of-use Assets under operating leases $1,180   2,872 
         
Liabilities        
Current Operating leases liabilities $462   1,464 
Non-current Operating leases liabilities  861   1,719 
Total Operating lease liabilities $1,323   3,183 

The table below presents the operating lease remaining lease terms and discount rate applied.

 Schedule of operating lease term      
  December 31, 
  2023  2022 
Weighted-average remaining lease term (years)  3.27   2.78 
Weighted-average discount rate  9.63%  8.93%

The table below presents the impact on the statement of operations related to the operating leases for the years ended December 31, 2023, and December 31, 2022, including expenses related to lease agreements with an initial term of 12 months or less.

 Schedule of operating lease expense      
  December 31, 
  2023  2022 
        Cost of revenues  1,369   1,604 
General and administrative  972   1,190 
Total Operating lease expenses $2,341  $2,794 

Finance leases

During the year ended December 31, 2022, the Company entered into various non-cancellable finance lease agreements for 3,750 eScooters and R&D equipment with financial institutions.

During the year ended December 31, 2023, the Company entered into an agreement with the financial institution who leased the 2,950 E-scooters. Based on the agreement, the Parties agreed to waive all the overdue invoices by paying only the bargain purchase option. The Company recorded a gain of $825 for the waiver.

During the year ended December 31, 2023 the Company terminated one finance lease agreement and acquired the 800 E-scooters prior to the expiration date of the lease pursuant to a Termination Agreement. The Company recorded a loss amounted to $206 for penalties related to the early termination and late payments.

F-25 

The table below presents the finance lease-related assets and liabilities recorded on the consolidated balance sheets.

 Schedule of financial lease      
  December 31, 
Finance leases 2023  2022 
Assets      
Sharing vehicles leased gross $—     3,260 
        R&D equipment leased gross  177   177 
        Accumulated Depreciation  (103)  (1,743)
Total property and equipment related to finance leases, net $74   1,694 
         
Liabilities        
Current finance leases liabilities $67   2,002 
Non-current finance leases liabilities  15   71 
Total finance lease liabilities $83   2,073 

The table below presents the finance lease remaining lease terms and discount rate applied.

 Schedule of financial lease term      
  December 31, 
  2023  2022 
Weighted-average remaining lease term (years)  1.25   0.38 
Weighted-average discount rate  9.17%  8.30%

 The table below presents the impact on the statement of operations related to the finance leases for the year ended December 31, 2023, and December 31, 2022.

 Schedule of finance lease expense      
  December 31, 
  2023  2022 
        Cost of revenues – Depreciation  —     1,699 
        Cost of revenues – Write-off  —     27 
Research & Development – Depreciation  59   44 
Total Operating expenses related to finance leases $59  $1,770 
         
Gain (Loss) on extinguishment of financial debts  618   —   
         Interests expenses  (12)  (117)
Total Non - Operating income (expenses) related to finance leases $606  $(117)

Future annual minimum lease payments as of December 31, 2023, are as follows:

 Schedule of finance interest expense      
  Leases 
Year ended December 31, Operating  Finance 
2024 $454  $72 
2025  184   15 
2026  191   —   
Thereafter  213   —   
Total minimum lease payments $1,042  $87 
Less: Amounts representing interest not yet incurred      (4)
Present value of finance lease obligations      83 
Less: Current portion      67 
Long-term portion of finance lease obligations      15 

14. Commitments and Contingencies

Media rights – Purchase Commitments

During 2021, the Company entered into a new business line: the acquisition, commercialization and distribution of media content including live sports events to media partners and final viewers. In order to commercialize and broadcast media content, the Company entered into non-cancellable content licensing and service agreements with multiple partners such as LNPB, ESPN and MLB.

In June 2023, the Company received communications from LNPB, the main live content provider, notifying the early termination of the agreements related to the commercialization and broadcast of the LNPB content. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. Refer to subsequent events paragraph for additional information regarding the settlement agreement reached with LNPB.

F-26 

Litigation

The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages.

The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.

As of December 31, 2023, and December 31, 2022, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded as Accruals for legal contingencies, included in Other Current liabilities; $3,978 and $2,710, respectively.  

The Company recorded $2,701 and $650 on the Consolidated statement of operations for the years ended December 31, 2023 and December 31, 2022, respectively; included in General & Administrative expenses for additional contingency losses over litigations reasonably estimated and categorized as probable.

As of December 31, 2023, legal contingencies related to Wheels amounted to $1,613 while $2,365 are related to micromobility.com. In detail, Wheels has been named in various lawsuits related to the use of Wheels’s vehicles in US cities and in certain matters involving California Labor Code violations and the classification of individuals as independent contractors rather than employees. Micromobility.com claims are related to previous investor who claimed financial losses for breaching contractual obligations.

The range of loss for the Company’s legal contingencies accrued is between $800 to $7,041 which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage.

The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or possible; for these claims the range of potential loss is between 0 to $3,050.

15. Common Stock

As of December 31, 2023, the Company’s charter authorized the issuance of up to 900,000,000 shares of common stock of common stock at $0.00001 par value per share, and 100,000,000 shares of preferred stock at $0.00001 par value per share.

16. Standby Equity Purchase Agreements

During year ended December 31, 2023, the Company entered into two Standby Equity Purchase Agreements (“2023 SEPAs”) with an investor. The 2023 SEPAs terms and conditions represent: i) at inception - a purchased put optionon the Company’s Class A common stock and, ii) upon delivery of an advance notice - a forward contract on the Company’s Class A common stock. Neither the purchased put option nor the forward contract qualify for equity classification.

As a result of the above classification of the 2023 SEPAs, at inception the Company expensed as SEPA’s transactions coststhe legal and commitment fees that exceeded the fair value of the purchased put options. The settlement of forward contracts initiated by the Company were recorded as other SEPA financial income (expense), net.

F-27 

The table below presents the impact on the consolidated statement of operations related to the 2023 SEPAs for the year ended December 31, 2023, and 2022.

 Schedule of condensed consolidated statement of operations related to 2023 SEPAs      
  December 31, 
  2023  2022 
SEPAs transaction costs $(1,611) $—   
Other SEPA financial income (expenses), net $(2,604) $—   
Total SEPA financial income (expenses), net $(4,215) $—   

October 2022 SEPA

On October 31, 2022, the Company entered into a Standby Equity Purchase Agreement (“2022 SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company had the right, but not the obligation, to sell to Yorkville up to $13,900 of its shares of Class A Common Stock at any time during the 24 months. To request a purchase, the Company submitted an Advance Notice to YA II PN, Ltd. specifying the number of shares, it intended to sell.

During the year ended December 31, 2023, and 2022, the Company delivered multiple advance notices for the sale of 7,977 and 3,080 shares of Class A Common Stock, resulting in cumulative gross proceeds of $10,108 and $3,792, respectively.As a result, on December 31, 2023, the Company has no availability under the 2022 SEPA.

 January 2023 SEPA

On January 24, 2023, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company had the right, but not the obligation, to sell to Yorkvilleup to $20,000 of its shares of Class A Common Stock at any time during the 24 months. To request a purchase, the Company submitted an advance notice to YA II PN, Ltd. specifying the number of shares it intended to sell.

At inception the Company recorded as SEPA transaction costs $592 for Commitment fees and legal fees.

During the year ended December 31, 2023, the Company delivered multiple advance notices for the sale of 237,744 shares of Class A Common Stock, resulting in cumulative gross proceeds of $19,628.As a result, on December 31, 2023, $372 remained available under the January 2023 SEPA.

March 2023 SEPA

On March 8, 2023, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $50,000 of its shares of Class A Common Stock at any time during the 24 months. To request a purchase, the Company would submit an advance notice to YA II PN, Ltd. specifying the number of shares it intends to sell. The advance notice would state that the shares would be purchased at either:

(i)95.0% of the Option 1 Market Price, which is the lowest VWAP (the daily volume weighted average price of Company’s Class A common stock for the applicable date) in each of the three consecutive trading days commencing on the trading day following the Company’s submission of an advance notice, or

(ii)92.0% of the Option 2 Market Price, which is the VWAP of the pricing period set out in the advance notice and consented to by YA II PN, Ltd.

At inception the Company did not identify any day one impact for the SEPA agreement except for $750 as Commitment fees to be paid to YA II PN, Ltd and legal fees amounted to $269. The mentioned legal and Commitment fees have been recorded as SEPA transaction costs.

During the year ended December 31, 2023, the Company delivered multiple advance notices for the sale of 8,522,159 shares of Class A Common Stock, resulting in cumulative gross proceeds of $21,854. As a result, on December 31, 2023, $28,146 remained available under the March 2023 SEPA.

17. Equity warrants

As of December 31, 2023, the Company has the following outstanding warrants classified as equity component: 1,125 Public Warrants, 267 Convertible Note Warrants, and 1,062 Warrants issued to Board members.

F-28 

The tables below show the equity warrant roll-forward from January 1, 2022, to December 31, 2022, and from January 1, 2023, to the year ended December 31, 2023.

 Schedule of warrants outstanding         
  Options Outstanding, number of shares  Weighted-Average Exercise Price Per Share  Weighted-Average Remaining Contractual Life (in years) 
As of January 1, 2022  1,165  $78,953   4.53 
Issued  133  $86,250   —   
Reclassified from Liability warrants  93  $18,750   —   
Exercised  —     —     —   
As of December 31, 2022  1,392  $73,674   3.71 
Issued  1,062  $174   —   
Exercised  —     —     —   
As of December 31, 2023  2,454  $41,857   3.41 

On April 27, 2023, two independent board members converted a portion of their deferred salaries, totaling $69, into 1,062 Warrants to purchase shares of Class A Common Stock with a strike price of $174 and 5-years from issuance as expiration date.

18. Share based compensation

The Company has four equity compensation plans for the issuance of shares of Company’s Class A common stock to employees, officers, and directors of the Company: the 2020 Equity Incentive Plan (2020 Plan), the 2020 CEO Performance Award, 2021 Omnibus Incentive Plan (2021 Plan) and 2023 Omnibus Incentive Plan (2023 Plan) which have all been approved by the Company’s shareholders.

These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), SARs, restricted stock, RSUs, performance-based awards, and other awards.

The following table summarizes the Company’s shares of Class A common stock reserved for future issuance as of December 31, 2023.

Schedule of common stock reserved for future issuance
December 31, 2023
Remaining shares available for future issuance under 2021 Omnibus Incentive Plan52
Remaining shares available for future issuance under 2023 Omnibus Incentive Plan33,000

2020 Equity Incentive Plan

On April 1, 2020, the Company adopted the 2020 Equity Incentive Plan (2020 Plan) under which the Company may issue options to purchase its common stock to selected employees, officers, and director of the Company. Upon original approval, the Company reserved 1,600,000 shares of the Company’s common stock for issuance under the 2020 Plan. Under the 2020 Plan, nonqualified stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Stock options vest between 25% and 50% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. The maximum term for stock options granted under the 2020 Plan might not exceed ten years from the date of grant. The entire 2020 Plan has been granted by previously hired employees, officers, and Director.

On August 12, 2021, the 2020 Plan has been assumed by GRNV and the 1,600,000 options to buy 1,600,000 Helbiz Holding’s shares of Class A common stock became 988 (7,409,701 before the two Reverse splits) options to buy shares of micromobility.com’ s (GRNV) Class A Common Stock, the conversion has been made using the Conversion ratio.

2020 CEO Performance Award

On April 1, 2020, the Company adopted the 2020 CEO Performance Award under which the Company issued options to purchase its Class A common stock to its CEO and Founder. The Company reserved 600,000 shares of the Company’s common stock for issuance under the 2020 CEO Performance Award. Under the 2020 CEO Performance Award, nonqualified stock options are granted at IPO price. The Company considers August 12, 2021, as the Grant Date for the 80 (600,000 before the two Reverse splits) stock options issued under the Plan.

The CEO Performance Awards vests upon the satisfaction of all three of the following conditions: (i) a service condition, (ii) a market condition, and (iii) a performance condition. The service condition is satisfied over a period of ten years. The performance condition is considered satisfied on August 12, 2021, with the business combination with GRNV. The market condition will be satisfied in 20 different tranches, with each related to a certain Market capitalization Milestone. The lowest tranche is $500,000 the highest is $100,000,000. No shares under the CEO Performance Award are considered vested as of the Company’s listing.

As of December 31, 2023, $607 of stock compensation expenses remains unrecognized under the 20202 CEO Performance Award and will be recorded over a weighted average 3.03 years.

F-29 

2021 Omnibus Incentive Plan

On August 12, 2021, the Company adopted the 2021 Omnibus Incentive Plan (2021 Plan) under which the Company may issue equity incentives to selected employees, officers, and director of the Company. The 2021 Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

Under the 2021 Plan, stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Awards for employee vest 25% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. Awards for independent board member vest ratably each quarter over the ensuing 4-quarter period. The maximum term for stock options granted under the 2021 Plan might not exceed ten years from the date of grant.

Upon original approval, the Company reserved 112 (839,129 before the two Reverse splits) shares of the Company’s Class A common stock for issuance under the 2021 Plan.

2023 Omnibus Incentive Plan

The Company adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) under which the Company may issue equity incentives to selected employees, officers, and director of the Company. The 2023 Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

Under the 2023 Plan, stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Awards for employee vest 25% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. Awards for independent board member vest ratably each quarter over the ensuing 4-quarter period. The maximum term for stock options granted under the 2023 Plan might not exceed ten years from the date of grant.

Upon original approval, the Company reserved 33,000 shares of the Company’s Class A common stock for issuance under the 2023 Plan, no equity incentives have been issued as of December 31, 2023, under the 2023 Plan.

Common Stocks issued outside equity incentive Plans - in exchange for services rendered

During the twelve months ended December 31, 2023, and December 31, 2022, the Board of Directors approved the issuance of shares of Class A Common Stock to the Company’s third-party consultants in exchange for professional services rendered. The summary of Class A common stock issued to consultants and the related fair value at issuance is as follows.

 Schedule of share based payment      
  Number of Class A Common Stock  Weighted Average Fair value 
As of January 1, 2022  —     —   
Granted  279  $3,600.00 
Vested and issued  (279) $3,600.00 
Canceled and forfeited  —     —   
As of December 31, 2022  —     —   
Granted  29,172  $4.26 
Vested and issued  (775) $157.50 
Canceled and forfeited  —     —   
As of December 31, 2023, shares to be issued  28,397  $0.07 

F-30 

Stock Options

The summary of stock option activities for all the Company’s Equity incentive plans is as follows.

 Schedule of share based payment option activity            
  Options Outstanding, number of shares  Weighted-Average Exercise Price Per Share  Weighted-Average Remaining Contractual Life (in years)  Aggregate Intrinsic Value 
As of January 1, 2022  1,091  $20,700   8.29  $24,507 
Granted  —     —     —     —   
Exercised  —     —     —     —   
Canceled and forfeited  (4) $48,975   —     —   
As of December 31, 2022  1,087  $21,000   7.14  $—   
Granted  —     —     —     —   
New options granted for Rounding after the reverse splits  13  $16,200   —     —   
Canceled and forfeited  (37) $16,200   —     —   
As of December 31, 2023  1,062  $21,101   6.13  $—   
Of which Vested as of December 31, 2023  952             

Restricted Common Stock

During 2021, we have granted restricted common stocks to a newly hired officer; the vesting is based on service condition. The following table summarizes the activity related to our restricted common stock for the years ended December 31, 2023, and December 31, 2022.

 Schedule of share based payment restricted stock units      
  Number of Shares  Weighted-Average Grant-Date Fair Value per Share 
As of January 1, 2022  30  $58,350 
Granted  —     —   
Vested  (16)  —   
Canceled and forfeited  —     —   
Unvested Restricted common stock as of December 31, 2022  14  $58,350 
Granted  —     —   
Vested  (5)  —   
Canceled and forfeited  (9)  —   
Unvested Restricted common stock as of December 31, 2023  —    $—   

Stock-Based Compensation Expense

Stock-based compensation expense is allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, for third-party consultants. The following table summarizes total stock-based compensation expense by account for the years ended December 31, 2023, and 2022.

 Schedule of stock-based compensation expenses      
  Year Ended December 31, 
  2023  2022 
Cost of revenue $0   15 
Research and development  44   161 
Sales and marketing  10   278 
SEPA financial expenses  53   —   
General and administrative  351   2,856 
Total stock-based compensation expense $458   3,310 

F-31 

19. Income Taxes

The components of loss before income taxes consist of the following.

 Schedule of components of income tax      
  December 31, 
  2023  2022 
United States $(47,174) $(41,342)
Foreign  (14,823)  (40,708)
Total $(61,997) $(82,050)

The components of the provision (benefit) for income taxes consist of the following.

 Schedule of income tax provision      
  December 31, 
  2023  2022 
Current:      
Federal $—  $— 
State —  — 
Foreign  58   24 
 Total  58   24 
         
Deferred:        
Federal  —     —   
State  —     —   
Foreign  —     —   
  Total  —     —   
         
Provision (benefit) for income taxes $58   24 

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows.

 Schedule of reconciliation of effective tax rate      
  December 31, 
  2023  2022 
Income tax provision at statutory rate  21%  21%
State income taxes, net of federal benefit  2%  3%
Foreign tax differential  1%  2%
Stock issuance cost  (1)%  0%
Goodwill Impairment  (5)%  (3)%
Other adjustments  (1)%  0%
Change in valuation allowance  (17)%  (23)%
Effective tax rate  (0.09)%  (0.03)%

The components of the Company’s net deferred tax assets and liabilities are as follows.

 Schedule of deferred tax assets and liabilities      
  December 31, 
  2023  2022 
Deferred tax assets:        
Net operating loss carryforwards $84,336  $76,640 
Accruals and reserves  1,148   674 
Research & development  1,859   1,026 
Lease liability  184   230 
Stock Compensation  1,634   1,633 
Fixed assets  55   —   
Intangibles  328   —   
Total deferred tax assets  89,544   80,203 
         
Deferred tax liabilities:        
Intangibles  —     (564)
Fixed assets  —     (447)
Right of use assets  (140)  (198)
Total deferred tax liabilities  (140)  (1,209)
         
Net deferred tax assets $89,404  $78,994 
Valuation Allowance  (89,404)  (78,994)
Ending Balance $—    $—   

F-32 

Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, the Company considered all sources of taxable income available to realize deferred tax assets, including the future reversal of existing temporary differences, forecasts of future taxable income, and tax planning strategies. Based on the weight of available evidence, which includes the Company’s historical cumulative net losses, the Company recorded a full valuation allowance. The valuation allowance increased by $10,410 and $54,855 as of the years ended December 31, 2023, and 2022, respectively.

As of December 31, 2023, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $250,154 and $217,493, respectively. As of December 31, 2022, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $234,183 and $205,882, respectively. Of the total federal net operating loss carryforwards, $249,598 do not expire, and the remaining carryforwards begin to expire in 2036 if not used prior to that time. The Company has income tax NOL carryforwards related to international operations of approximately $77,600 which do not expire. Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than notmore-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2023, and 2022, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. ThereNo amounts were no unrecognized tax benefits and no amounts accrued for the payment of interest and penalties as of December 31, 2019.2023, and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. position in the next year.

The Company is subject to income taxes in the federal, various state and foreign jurisdictions and is generally open for examination from the year ended December 31, 2020, forward.

The Tax Cuts and Jobs Act of 2017 ("TCJA") amended Section 174 to require capitalization of all research and developmental ("R&D") costs incurred in tax examinations by major taxing authorities since inception.years beginning after December 31, 2021. These costs are required to be amortized over five years if the R&D activities are performed in the U.S., or over 15 years if the activities were performed outside the U.S. The Company capitalized approximately $2,965 and $5,577 of R&D expenses incurred as of the years ended December 31, 2023, and 2022, respectively.

On August 16, 2022, the Inflation Reduction Act ("IRA") was signed into law in the United States. Among other provisions, the IRA includes a 15.0% corporate minimum tax rate applied to certain large corporations and a 1.0% excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the IRA to have a material impact on our consolidated financial statements.

20. Net loss per common share

Loss Per Share

Net lossincome (loss) per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and the private placement to purchase 7,850,000 shares of common stock; (2) rights sold in the Initial Public Offering that convert into 575,000 shares of common stock, and (3) a warrant to purchase 287,500 shares of common stock sold to the underwriter, in the calculation of diluted loss per common share, since the exercise of the warrants and the conversion of the rights into shares of common stock are contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the period presented.


GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

Reconciliation of net loss per common share

The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows:

  For the Period from September 11, 2019 (inception) through 
  December 31, 2019 
Net loss $(12,879)
Less: Income attributable to shares subject to possible redemption  (27,843)
Adjusted net loss $(40,722)
     
Weighted average shares outstanding, basic and diluted  1,478,756 
     
Basic and diluted net loss per share $(0.03)

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 750,000 Units at $10.00 per Unit. Each Unit consists of (i) one share of common stock, (ii) one redeemable warrant (“Public Warrant”) and (ii) one right to receive one-tenth of one share of common stock (“Public Right”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 2,100,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $2,100,000. Each Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.


GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In September 2019, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering). The Sponsor subsequently transferred a total of 60,000 shares to two directors of the Company. As a result of the underwriter’s election to fully exercise its over-allotment option, 187,500 Founder Shares are no longer subject to forfeiture.

The Sponsor and each insider has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note – Related Party

On September 16, 2019, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $411,000. The Promissory Note was non-interest bearing and due on the earlier of March 31, 2020 or the consummation of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $411,000 were repaid upon the consummation of the Initial Public Offering on November 21, 2019.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into private warrants of $1.00 per private warrant. These additional warrants would be identical to the Private Warrants.

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination. In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or other insiders or their respective affiliate or designees must deposit into the Trust Account $575,000 or $0.10 per Public Share, up to an aggregate of $1,150,000 or $0.20 per Public Share, on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company or convert such amounts into additional Private Warrants. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the Sponsor will contain a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.


GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

NOTE 6. COMMITMENTS

Registration Rights

Pursuant to a registration rights agreement entered into on November 18, 2019, the holders of the Founder Shares, Private Warrants (and all underlying securities), and any shares that may be issued upon conversion of Working Capital Loans are entitled to registration rights. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Private Warrants and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged I-Bankers Securities, Inc. as its advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination simultaneously upon the firm commitment of this offering. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.5% of the aggregate amount sold to the public in Initial Public Offering, or $1,437,500.

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2019, there were no shares of preferred stock issued and outstanding.

Common Stock — The Company is authorized to issue 300,000,000 shares of common stock with a par value of $0.00001 per share. Holders of the common stock are entitled to one vote for each share. At December 31, 2019, there were 1,888,766 shares of common stock issued and outstanding, excluding 5,298,734 shares of common stock subject to possible redemption.

Warrants—The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may call the warrants for redemption (excluding the Private Warrants and the warrant sold to I-Bankers Securities, Inc. (see below)), in whole and not in part, at a price of $0.01 per warrant:

●at any time while the warrants are exercisable,
●upon not less than 30 days’ prior written notice of redemption to each warrant holder,
●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders, and
●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price andweighted-average number of shares of common stock issuable upon exerciseoutstanding during the period (considering a retroactive application of the warrants may be adjusted in certain circumstancesreverse splits).

The following table sets forth the computation of basic and diluted net loss per share.

 Schedule of basic and diluted net loss per share      
  Year Ended December 31, 
  2023  2022 
Net loss adjusted for Deemed Dividends and Deemed Dividends equivalents $(62,055) $(82,074)
     Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted  1,446,391   8,768 
Net loss per share attributable to common stockholders, basic and diluted $(42.90) $(9,360.49)

 The following potentially dilutive outstanding shares (considering a retroactive application of the reverse splits) were excluded from the computation of diluted net loss per share for the periods presented because including in the event of a stock dividend, extraordinary dividendthem would have had an anti-dilutive effect, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive anyissuance of such funds with respect to their warrants, nor will they receive any distribution fromshares is contingent upon the Company’s assets held outsidesatisfaction of certain conditions which were not satisfied by the end of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.period.

 Schedule of dilutive outstanding shares      
  Year Ended December 31, 
  2023  2022 
2020 Equity Incentive Plan  954   979 
Warrants outstanding  2,641   1,579 
Convertible debts  96,267   6,822 
Secured Convertible Note  4,626,595   —   
Common Stocks to be issued for Conversion of Wheels unsecured debt  928,942   —   
2020 CEO Performance Award  80   80 
2021 Omnibus Plan  28   42 
Common Stocks to be issued outside equity incentive Plans  28,397   87 
Net loss per share attributable to common stockholders, basic and diluted  5,683,904   9,587 

  

In addition, if (x)21. Segment and geographic information

We determine our operating segments based on how the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection withchief operating decision maker (“CODM”) manages the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,business, allocates resources, makes operating decisions, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Rights— Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if a holder of such right converted all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Proposed Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the shares of common stock will receive in the transaction on an as-converted into ordinary shares basis and each holder of rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying additional consideration). The shares of common stock issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Warrant

On November 21, 2019, the Company sold to I-Bankers Securities, Inc. (and its designees), for $100, a warrant to purchase up to 287,500 shares, exercisable, in whole or in part, at $12.00 per share, or an aggregate exercise price of $3,450,000. The warrant will be exercisable in whole or in part, commencing the later of (i) the closing of a Business Combination, or (ii) November 18, 2020, and expiring November 18, 2024. The warrant may be exercised for cash or on a cashless basis, at the holder’s option. The shares issuable upon exercise of the warrant are identical to those offered in the Initial Public Offering. The Company accounted for the warrant, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of the warrant to be approximately $776,000, or $2.70 per warrant, using the Black-Scholes option-pricing model. The fair value of the warrant granted to the underwriter was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.62% and (3) expected life of five years. The warrant and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. The exercise price and number of shares issuable upon exercise of the warrant may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price.


GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

NOTE 8. INCOME TAX

The Company’s net deferred tax asset at December 31, 2019 is as follows:

Deferred tax assets   
Net operating loss carryforward $3,077 
Unrealized loss on marketable securities  347 
Total deferred tax assets  3,424 
Valuation allowance  — 
Deferred tax asset, net of allowance $3,424 

The income tax provision for the period from September 11, 2019 (inception) through December 31, 2019 consists of the following:

Federal   
Current $— 
Deferred  (3,424)
     
State    
Current $— 
Deferred  — 
Change in valuation allowance  — 
Income tax provision $(3,424)

evaluates operating performance.

As of December 31, 2019,2023, and 2022, the Company had U.S. federalhas three operating and state net operating loss carryovers (“NOLs”) on the amountreportable segments; of $14,652 available to offset future taxable income. The NOLs have an unlimited carry-forward period; however, under IRS regulations the ability to utilize NOLs will be limited by any change of controlwhich one named Helbiz Kitchen is considered not material and other factors.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periodsincluded in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows:

All Other.

Statutory federal income tax rateSegment 21.0%
State taxes, net of federal tax benefit0.0%
Income tax provision21.0%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination.

F-15

GREENVISION ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

NOTE 9. FAIR VALUE MEASUREMENTS 

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.Description
   
MobilityLevel 2:Observable inputsMobility offering allow consumer to move around the city using green and electric vehicles as scooters, bikes and mopeds. Mobility also includes partnership and sponsorship agreements.
MediaCommercialization of media rights to professional partner (B2B) and content offerings allow consumer to watch live events on the App Helbiz Live (B2C).
All OtherAll Other are mainly related to delivery offerings.

F-33 

Our segment operating performance measures are segment Revenue and Cost of Revenue. The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment. The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from operations:

Schedule of segment revenue and cost of revenue        
  Year Ended December 31, 
  2023  2022 
Revenue      
Mobility $5,269  $8,430 
Media  3,975   6,507 
All Other  600   601 
Total segment revenues $9,844  $15,538 
Operating expenses:        
      Cost of revenues        
   Mobility  (16,739)  (20,463)
           Media  (10,001)  (19,154)
           All Other  (2,235)  (2,008)
Total Cost of revenues $(28,975) $(41,625)
Reconciling Items:        
Research and development  (2,439)  (2,741)
Sales and marketing  (2,837)  (8,712)
General and administrative  (22,917)  (25,569)
Impairment of Assets  (16,683)  (10,390)
Loss from operations $(64,007) $(73,499)

Revenue by geography is based on where the trip was completed, or media content occurred. The following table set forth revenue by geographic area for the years ended December 31, 2023, and December 31, 2022.

 Schedule of revenue by geography      
  Year Ended December 31, 
  2023  2022 
Revenue      
Italy $7,616  $13,355 
United States  2,228   2,183 
Total Revenues $9,844  $15,538 

 Long-lived assets, net includes property and equipment, intangible assets, goodwill, and other assets. The following table sets forth long-lived assets, net by geographic area as of December 31, 2023, and December 31, 2022.

 Schedule of intangible assets, goodwill and other assets      
  December 31,  December 31, 
  2023  2022 
Italy $1,273  $5,575 
United States  2,644   23,669 
All other countries  87   665 
Total long-lived assets $4,004  $29,909 

22. Related Party Transactions

CEO conversion of deferred salaries

During the year ended December 31, 2023, our majority shareholder and CEO converted a portion of his deferred salaries, totaling $78, into 87 shares of Class A Common Stock.

F-34 

Board member conversion of deferred salaries

During the year ended December 31, 2023, board members converted a portion of their deferred salaries, totaling $69, into 1,062 Warrants to purchase shares of Class A Common Stock with a strike price of $174.00 and 5-years from issuance as expiration date.

During the year ended December 31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $90, into 397 shares of Class A Common Stock, generating a gain for the Company amounted to $25.

CEO Purchase of Series B Preferred Stock

On March 13, 2023, the Company issued 3,000Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $0.5. Series B had no voting rights, except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder of the Company’s Series B was required to vote any proposal for a reverse stock split on a “mirrored” basis. This meant that the Series B holder was required to cast their votes “For” and “Against” each such proposal in the same proportions as the holders of Company’s Class A Common stock eligible and voting at the Special Meeting cast their votes, in the aggregate. On March 30, 2023, the Company’s Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share. As of December 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.

Conversion of Class B Common Stock

On August 12, 2023, the 1,897 shares of Class B common stock automatically converted into 1,897 shares of Class A common stock. On August 12, 2021, the Company issued the Class B Common Stock to the Company’s CEO, with the clause of an automatic conversion into Class A Common Stock on the second anniversary of the issuance (August 12, 2023).

Related party shipping

During the year ended December 31, 2023, the Company recorded as Cost of Revenues $56 for shipping services provided by a related party. The service provider is a Company whose CEO is a parent of the CEO of micromobility.com.

2022 transactions

During the twelve months ended December 31, 2022, our majority shareholder and CEO has lent Helbiz funds on an interest-free basis for cumulative gross proceeds of $492. The amount has been repaid between a combination of cash for $237 and issuances of 527,425 shares of Class A Common Stock for $254.

On November 18, 2022, Wheels Business Combination date, our majority shareholder and CEO purchased from a Wheels investor, a Wheels unsecured note for its principal amount $750. On November 22, 2022, Helbiz Inc CEO converted the entire amount into 4,019,293 shares of Class A Common Stock.

 23. Subsequent Events

The Company has determined, for recognition or disclosure in these financial statements, the following material subsequent events.

Usage of March 2023 SEPA and repayment of SEPA Convertible Note

The Company delivered Advance Notices for the sale of 35,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $462; of which $122 was used for partially repaid the SEPA Convertible Note.

Amendment of SEPA Convertible Note

The Company and the Note holder agreed to amend the original SEPA Convertible Note Maturity date from March 31, 2024 to December 31, 2024.

LNPB Settlement agreement

In February 2024, the Company entered into a Settlement agreement with LNPB pursuant to which the Company’s obligations under the original agreements, amounting to $11,394, will be satisfied in exchange of a payment of $5.4 million, divided in three payments on or prior November 30, 2024. The first of the settlement amount has been paid in March 2024.

F-35 

Agreements with Everli S.P.A.

In the first quarter of 2024, we entered into two agreements with Everli S.P.A. (“Everli”). Everli was founded in 2014 and offers its grocery delivery service across cities in Europe. It is a related party as our President and Chief Executive Officer has a majority equity interest in Everli. One of the agreements was a Service Supply Agreement entered into with our wholly-owned subsidiary, Helbiz Media and the other is an Agreement on Business Cooperation entered into with our wholly-owned subsidiary, Helbiz Serbia.

The Service Supply Agreement required Helbiz Media to provide design, development, and communication ideas and activities to Everli. Under the terms of the agreement, Everli is to pay the Company €6 million, approximately $6.5 million, in exchange for our provision of “supply services for Everli according to the consolidated industry practice, from the design phase of the various work streams to the realization of the proposed solutions shared and approved by the client.” There is no timeline for the payment of the funds due under this agreement, and to date no funds have been received under this agreement. The Service Supply Agreement expires on March 1, 2025.

The Agreement on Business Cooperation is an agreement pursuant to which Helbiz Serbia will provide Everli with (i) software development services and (ii) services for preparing for an initial public offering. Pursuant to the Agreement on Business Cooperation, Everli is to pay us an initial payment of €200 thousands, approximately $220 thousands, within five days of entering into the agreement and a monthly payment of €100 thousands, approximately $110 thousands. This agreement has no fixed term and may be terminated by either party with 30 days’ notice.

Unsecured loan – settlement agreement

In March 2024, the Company entered into a Settlement agreement with the 6.75% Unsecured Note holder pursuant to which the Company’s obligations under the original agreements, amounting to $2,428 (2,202 Euro), will be satisfied in exchange of a payment of $1,102 (995 Euro), to be paid within June 30, 2024.

Unsecured loan – issuance of Class A shares

In March 2024, the Company issued 928,942 shares of Class A Common Stock to the holder of the Wheels unsecured note for settling $734 of the amount outstanding.

Related-party Convertible Note

On January 31, 2024, we issued a note to Palella Holdings LLC, an entity in which our CEO is the sole shareholder, in exchange for net proceeds of $1,000,000. Pursuant to the terms of the note, we are to pay Palella Holdings LLC $1,000,000 on an interest free basis on January 31, 2025. The note is convertible into shares of our common stock at a conversion price to be agreed upon between us and Palella Holding LLC at the time of such conversions. 

F-36 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

We have not had any disagreements with our accountants or auditors that would need to be disclosed pursuant to Item 304 of Regulation S-K promulgated under the Securities Act of 1933.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on such evaluation, due to a material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Material Weakness

Our management’s conclusion that our disclosure controls and procedures were ineffective was due to the identification of material weaknesses in our internal control over financial reporting in connection with the preparation of our year-end Financial Statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following material weaknesses in our internal control over financial reporting:

·We have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules to ensure the company's books and records are maintained in accordance with GAAP.
·Due to the company's size and nature, segregation of all duties may not be possible and may not be economically feasible.

Notwithstanding the identified material weaknesses, management believes that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

Other than the replacement of our Chief Financial Officer, our internal control over financial reporting has not changed during the fourth quarter covered by this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers

The following table sets forth certain information regarding our executive officers as of the date of this annual report.

NameAgePositionHeld Position Since
Salvatore Palella35Chief Executive Officer, ChairmanOctober 2015
Gian Luca Spriano41Chief Financial OfficerDecember 2023

Salvatore Palella, Chief Executive Officer.    Mr. Palella has served as our Chief Executive Officer and the sole member of our board of directors since 2015. Mr. Palella, a serial entrepreneur, founded our company in 2015, at the age of 29, with a mission to solve the first- and last-mile transportation problem of cities around the world through an innovative and scalable transportation rental platform designed for the sharing economy. Originally from Acireale, Italy, Mr. Palella began his career in the fast-food industry in the United Kingdom, and then moved to Milan at age 17 to study at Università Cattolica del Sacro Cuore. At the age of 19, he founded his first business, a company that specialized in the production and distribution of vending machines for fresh-squeezed orange juice.

He is also the sole shareholder and CEO of Palella Holdings LLC, a Company investing in multiple start-ups such as Everli S.p.A.

Gian Luca Spriano, Chief Financial Officer.   Mr. Spriano has served as our Chief Financial Officer from December 2023. He previously served us as Head of Business Development starting from July 2018. He was focusing on building Helbiz’s brand awareness in Europe, the United States and Canada while simultaneously driving the individual city application initiatives and serving as the point for government relations. He is also involved in other Companies where Mr. Pallela has the majority equity interest, such as Palella Holdings LLC where he served as the Chief Financial Officer and Everli S.p.A. where he served as Chairman.

Prior to joining us, Mr. Spriano worked in the Executive Office of the Secretary General at the UN, collaborating with the Climate Action Team and the Sustainable Development Unit, and directly supporting the Secretary General and his climate change initiatives.


Mr. Spriano received his J.D. in International European Law from the University of Turin and an LLM in International Financial Law.

Our Board of Directors

Our Board of Directors consists of four members, Salvatore Palella, Guy Adami, Velco Farina and Lee Stern. Mr. Palella is our Chairman.

Each of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his successor is elected and qualified or until his death, resignation or removal. Our Board appoints our officers and each officer is to serve until his successor is appointed and qualified or until his or her death, resignation or removal.

Set forth below is biographical information related to each of our independent directors. Biographical information for Mr. Palella is provided above under “Management – Executive Officers” in this annual report. Mr. Palella was appointed to the Board of Directors effective August 12, 2021.

Lee Stern, age 70, was appointed to the Board of Directors effective November 27, 2020. Mr. Stern has an accomplished career with over 25 years of providing debt solutions to middle market companies and expertise across multiple industries and as of April 26, 2021, he will join Centre Lane Partners, LLC as a Managing Director. Since April 2021 Mr. Stern has been a managing director of Centre Lane Partners. From 2014 to April 2021, Mr. Stern served as Managing Director of Monroe Capital LLC, responsible for origination of both sponsor and non-sponsor transactions. Prior to Monroe, Mr. Stern was a Managing Director at Levine Leichtman Capital Partners from 2012 to 2013, and was formerly a Director and founding member of Kohlberg Kravis Roberts & Co’s mezzanine debt business from 2009 to 2012. Prior to KKR, Mr. Stern was a Managing Director at Blackstone/GSO Capital Partners from 2005 to 2009, responsible for senior and mezzanine investments. Prior to Blackstone, he was a founding employee of a Nasdaq public company Technology Investment Capital Corp. from 2002 to 2005. From 1985 to 2002, Mr. Stern worked for Drexel Burnham Lambert, Kidder, Peabody & Co., Nomura Securities International, Inc., and Thomas Weisel Partners. Mr. Stern holds a B.A. degree from Middlebury College and an M.B.A. from the Wharton School of the University of Pennsylvania.

Guy Adami, age 58. Mr. Adami was appointed to the Board of Directors effective August 12, 2021. He is an original member of CNBC’s Fast Money. He is currently the Director of Advisor Advocacy at Private Advisor Group in Morristown, New Jersey. Private Advisor Group is comprised of a network of nearly 600 advisors with assets approaching $17B. He has held numerous key leadership roles in the financial services industry. He began his career at Drexel Burnham Lambert in 1986 and was quickly promoted to Vice President and head gold trader at the firm. In 1996, he joined Goldman Sachs as their head gold trader and one of the many proprietary traders within the Fixed Income Currency and Commodity division. In the spring of 2000, Adami joined the U.S. Equities division of Goldman Sachs where he was put in charge of the firm’s Industrial/Basic Material group. Mr. Adami is the Vice Chairman of the NJ Chapter of The Leukemia and Lymphoma Society, who named him their “Man of the Year” in 2015. He also sits on the national board of Invest in Others, and Big Brothers Big Sisters.

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Velco Farina, age 50, is an Industrial Engineer with a MBA from SDA Bocconi and UCLA Anderson. Mr. Farina is a senior executive whose career started in management consulting at Bain & Co., Sapient and McKinsey. In 2007 he moved to New York City and the enterprise world at American Express, where he served in multiple roles, from product management to international strategy and innovation and partnerships until 2016. He then became the Chief Operating Officer of Kunai, a scrappy professional service agency, and grew it 10x into the tech engine of Fortune 500 financial institutions that it is today. Next he became the founding Managing Director of the innovation lab for Kaleyra a communication-platform-as-a-service company, recently acquired by Tata Communications. After moving back to Europe, Mr. Farina worked as Amazon Web Services Principal for the Financial Services EMEA market. Currently, Mr. Farina serves on the Board of Directors of Torch Systems and sits on the Strategic Board of DIP Capital.

Mr. Farina earned a MS from Politecnico di Milano, an MBA from SDA Bocconi School of Management at Bocconi University, an MBA from the Anderson School of Management at University of California, Los Angeles, and an edX Honor Code Certificate from Massachusetts Institute of Technology.

Board Leadership Structure

The Board believes that it should maintain the flexibility to select the Chairman of the Board and adjust its board leadership structure from time to time. Mr. Palella is currently serving as both our Chief Executive Officer and the Chairman of the Board. The Board determined that having its Chief Executive Officer also serve as the Chairman of the Board provides it with optimally effective leadership and is in its best interests and those of its stockholders. Mr. Palella founded and has led our company since its inception. The Board believes that Mr. Palella’s strategic vision for the business, his in-depth knowledge of our operations, the mobility industry, and his experience serving as the Chairman of the Board and Chief Executive Officer since our inception make him well qualified to serve as both Chairman of the Board and Chief Executive Officer.

Role of the Board in Risk Oversight

One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. Our compensation committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements. Our nominating and corporate governance committee monitors the effectiveness of our governance guidelines.

Board Committees

In August 2021, the Board established an audit committee, a compensation committee and a nominating committee, each of which have the composition and responsibilities described below. Members will serve on these committees until their resignation or until otherwise determined by the Board. Each committee operates under a charter previously approved by the Board. Copies of each charter are posted on the Corporate Governance section of our website at micromobility.com. Our website and the information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference in, and is not considered part of, this annual report.

Audit Committee

Our audit committee consists of Lee Stern, Massimo Velco Farina and Guy Adami. Mr. Lee Stern serving as audit committee chairperson. The Board has determined that Lee Stern and Guy Adami each meet the requirements for independence and financial literacy under the current Nasdaq listing standards and SEC rules and regulations, including Rule 10A-3. In addition, the Board has determined that Lee Stern qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations, or liabilities that are greater than are generally imposed on members of the audit committee and the Board. The audit committee is responsible for, among other things: 

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•helping to ensure the independence and overseeing the performance of the independent registered public accounting firm;

•reviewing and discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

•reviewing our financial statements and critical accounting policies and estimates;

•reviewing the adequacy and effectiveness of our internal controls;

•developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;

•overseeing our policies on risk assessment and risk management;

•overseeing compliance with our code of business conduct and ethics;

•reviewing related party transactions; and

•approving or, as permitted, pre-approving all audit and all permissible non-audit services (other than Levelde minimis non-audit services) to be performed by the independent registered public accounting firm.

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The audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq, and which is available on our website. All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by the audit committee.

Compensation Committee

Our compensation committee consists of Lee Stern and Guy Adami. The Board has determined that the composition of the compensation committee will meet the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee is responsible for, among other things:

•reviewing, approving and determining, or making recommendations to the Board regarding, the compensation of our executive officers, including the Chief Executive Officer;

•making recommendations regarding non-employee director compensation to our full Board of Directors;

•administering our equity compensation plans and agreements with our executive officers;

•reviewing, approving and administering incentive compensation and equity compensation plans; and

•reviewing and approving our overall compensation philosophy.

The compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq, and which is available on our website.

Nominating Committee

Our nominating and corporate governance committee consists of Lee Stern and Guy Adami. Mr. Guy Adami is the chairperson of the nominating and corporate governance committee. The Board has determined that the composition of the nominating and corporate governance committee will meet the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. The nominating and corporate governance committee is responsible for, among other things:

•identifying, evaluating and selecting, or making recommendations to the Board regarding nominees for election to the Board of Directors and its committees;

•considering and making recommendations to the Board regarding the composition of the Board of Directors and its committees;

•developing and making recommendations to the Board regarding corporate governance guidelines and matters;

•overseeing our corporate governance practices;

•overseeing the evaluation and the performance of the Board and individual directors; and

•contributing to succession planning.

The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the Nasdaq listing standards and is available on our website.

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Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or compensation committee (or other Board of Directors committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of any entity that has one or more executive officers serving as a member of the Board or compensation committee.

Code of Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics codifies the business and ethical principles that govern all aspects of our business. We did not waive any provisions of the code of business ethics during the year ended December 31, 2020. We have previously filed our form of code of ethics as an exhibit to our registration statement in connection with our initial public offering. You may review our code of ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us in writing.

Limitation on Liability and Indemnification of Directors and Officers

The Certificate of Incorporation limits our directors’ liability to the fullest extent permitted under the “DGCL”. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

•for any transaction from which the director derives an improper personal benefit;

•for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•for any unlawful payment of dividends or redemption of shares; or

•for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and the Bylaws provide that we will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, we entered into separate indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person provides services at our request.

We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in the Certificate of Incorporation, Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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ITEM 11. EXECUTIVE COMPENSATION

Introduction

We are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we will be exempt from certain requirements related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.

For the year ended December 31, 2023, our named executive officers (“Named Executive Officers” or “NEOs”) were:

•Salvatore Palella, Chief Executive Officer; and

•Gian Luca Spriano, Chief Financial Officer.

The objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance.

Compensation of Directors and Executive Officers

The following table presents information regarding the total compensation (excluding equity based compensation reported) awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the years indicated.

Name and Principal Position Year  Salary
($)		  Bonus
($)		  All other
Compensation
($)		  Total
($)		 
Salvatore Palella,  2023  $918,019  $1,125,000  $354,977(1) $2,397,996(2)
Chief Executive Officer  2022  $919,516  $745,572  $350,340(1) $2,015,428(2)
                     
Gian Luca Spriano,  2023  $141,955  $—    $—    $141,955 
Chief Financial Officer  2022  $86,615  $—    $—    $86,615 

(1)This amount relates to health insurance and housing expenses provided under their employment agreements.

(2)Excludes any foregone interest on amounts that we had lent our Chief Executive Officer.

Employment Arrangements with Named Executive Officers

Salvatore Palella

On April 1, 2020, we entered into an employment agreement with Salvatore Palella with a term expiring on April 1, 2025.

The agreement is subject to automatic renewal for a five-year term unless either party provides written notice not to renew no later than 180 days prior to the end of the then current or renewal term.

Pursuant to the terms and provisions of the agreement: (a) Mr. Palella is appointed as our Chief Executive Officer and will undertake and perform the duties and responsibilities normally and reasonably associated with such office; (b) we shall pay to Mr. Palella an annual salary of $900,000; (c) we shall pay Mr. Palella the following bonuses: (i) $500,000 when the Company becomes publicly traded, (ii) $35,000 for each city in which the Company launches mobility operations in, (iii) $50,000 for each city in which the Company launches food delivery services, and (iv) $250,000 when the Company starts a fintech business line per region; (d) we shall pay the housing costs up to $25,000 per month; (e) we shall provide Mr. Palella with health insurance coverage with a national health insurance company; (f) Mr. Palella shall have five days of sick leave per calendar year; and (g) Mr. Palella shall have 20 paid vacation days per calendar year. Additionally, we paid to Mr. Palella an extra annual bonus of $285,000 for the Company’s annual performance.

On April 1, 2020, we entered into two non-qualified stock-option agreements with Mr. Palella.

-Under the 2020 Plan, Mr. Palella awarded 1,484,721 stock options (considering the conversion ratio of 4.63 applied in the reverse merger), of which 742,435 vested on April 1, inputs. Examples2021, and 20,619 will vest every month after the twelve-month anniversary for 36 months.

-Under the CEO Performance Award, Mr. Palella awarded 600,000 options to purchase our Class A common stock. We consider the grant date of Levelthe Award, August 12, 2021. The Award vests upon the satisfaction of the market conditions. In detail, the market conditions will be satisfied in 20 different tranches, with each related to a certain Market capitalization Milestone. The lowest tranche is $500 million the highest is $100 billion; each of the twenty tranches has 30,000 options to buy 30,000 shares of Class A common stock. As of December 31, 2022, none of the tranches have been vested.

45 

Gian Luca Spriano

On December 15, 2023, we entered into an employment agreement with Gianluca Spriano with no expiration date. Pursuant to the terms and provisions of the agreement: (a) Mr. Spriano is appointed as our Chief Financial Officer and will undertake and perform the duties and responsibilities normally and reasonably associated with such office; (b) we shall pay to Mr. Spriano an annual salary of $175,000.

Outstanding Equity Awards at 2023 Fiscal Year-End for Executive Officers

The following table sets forth information as of December 31, 2023 relating to outstanding equity awards for each of our executive officers and our director: 

Outstanding Equity Awards at Year End Table

 

Name  Number of
Securities
Underlying
Unexercised
Options
(exercisable)		   Number of
Securities
Underlying
Unexercised
Options
(unexercisable)		   Number of
Securities
Underlying
Unexercised
Unearned
Options		   Option
Exercise
Price		  Option
Expiration
Date
Salvatore Palella – 2020 Plan  198   0   8  $16,200  4/1/2030
Salvatore Palella – 2020 CEO Performance Award  80   0   80  $61,050  4/1/2030
Gian Luca Spriano  4   0   1  $16,200  4/1/2030

Director Compensation

During 2023, the independent directors of the Board received cash compensation as follows: $75,000 as standard compensation plus $10,000 if they served as Chairman of a Company’s Committee. We reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of director and committee meetings. 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of April 9, 2024, none of:

•our directors or Named Officers;
•all directors and executive officers as a group; or
•any shareholder (or group of shareholders known to us;

beneficially owned more than 1% of our issued and outstanding shares. Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership, the Company deemed outstanding shares of its Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of the Closing Date. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than employment and other agreements set out elsewhere in this annual report, the following summarizes those of transactions since January 1, 2023 to which we have been a participant in which the amount involved exceeded or will exceed $63,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described in the section entitled “Executive Compensation.” Described below are certain other transactions with our directors, executive officers and stockholders.

CEO conversion of deferred salaries

During the year ended December 31, 2023, our majority shareholder and CEO converted a portion of his deferred salaries, totaling $78,000 into 87 shares of common stock.

Board member conversion of deferred salaries

During the year ended December 31, 2023, board members converted a portion of their deferred salaries, totaling $69,000 into 1,062 Warrants to purchase shares of common stock with a strike price of $174.00 and 5-years from issuance as expiration date.

During the year ended December 31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $90,000 into 397 shares of common stock, generating a gain for the Company amounted to $25,000.

CEO Purchase of Series B Preferred Stock

On March 13, 2023, the Company issued 3,000 Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $0.5. Series B had no voting rights, except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder of the Company’s Series B was required to vote any proposal for a reverse stock split on a “mirrored” basis. This meant that the Series B holder was required to cast their votes “For” and “Against” each such proposal in the same proportions as the holders of Company’s Class A Common stock eligible and voting at the Special Meeting cast their votes, in the aggregate. On March 30, 2023, the Company’s Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share. As of March 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.

Conversion of Class B Common Stock

On August 12, 2023, the 1,897 shares of Class B common stock automatically converted into 1,897 shares of Class A common stock. On August 12, 2021, the Company issued the Class B Common Stock to the Company’s CEO, with the clause of an automatic conversion into Class A Common Stock on the second anniversary of the issuance (August 12, 2023).

Related party shipping

During the year ended December 31, 2023, the Company recorded as Cost of Revenues $56 for shipping services provided by a related party. The service provider is a Company whose CEO is a parent of the CEO of micromobility.com.    

Everli

As described in Item 1, in the first quarter of 2024, we entered into two agreements with Everli S.p.A. It is a related party as our President and Chief Executive Officer has a majority equity interest in Everli S.pA. One of the agreements was a Service Suply Agreement entered into with our wholly-owned subsidiary, Helbiz Media Italia S.r.l., and the other is an Agreement on Business Cooperation entered into with our wholly-owned subsidiary, Helbiz DOO.

Loan from Palella Holdings LLC

On January 31, 2024, we issued a note to Palella Holdings LLC, an entity in which our CEO is the sole shareholder, in exchange for net proceeds of $1,000,000. Pursuant to the terms of the note, we are to pay Palella Holdings LLC $1,000,000 on an interest free basis on January 31, 2025. The note is convertible into shares of our common stock at a conversion price to be agreed upon between us and Palella Holding LLC at the time of such conversions.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed to us by our independent auditors for the years ended December 31, 2023 and 2022 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

SERVICES 2023  2022 
Audit fees $470  $700 
Audit-related fees  —     —   
Tax fees  —     —   
All other fees  —     —   
Total fees $470  $700 

Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual consolidated financial statements and the review of our interim consolidated financial statements. Before our independent accountants were engaged to render these services, their engagement was approved by our Directors.

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PART IV

ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS SCHEDULE

The following exhibits are filed as part of this registration statement. Exhibit numbers correspond to the exhibit requirements of Regulation S-K.

Exhibit No.Description 
2.1Merger Agreement and Plan of Reorganization dated February 8, 2021 by and among, Helbiz, Inc., Salvatore Palella as Representative of the Shareholders of the Helbiz, Inc., GreenVision Acquisition Corp. and GreenVision Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on February 8, 2021)* 
2.2First Amendment dated April 8, 2021 to Merger Agreement and Plan of Reorganization (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on April 9, 2021)*
3.1Amended and Restated Certificate of Incorporation of Helbiz, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on August 13, 2021)*
3.2Certificate of Designation for Series A Preferred Stock, dated November 17, 2022 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on November 25, 2022)
3.3Certificate of Designation of Preferences, Rights, and Limitations of Series B Preferred Stock filed on March 13, 2023 (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed on March 13, 2023)
4.1Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 to Helbiz’s registration statement on Form S-1 filed on October 21, 2019)*
4.2Warrant Agreement between Continental Stock Transfer & Trust Company and Helbiz (incorporated by reference to Exhibit 4.5 to Helbiz’s registration statement on Form S-1 filed on October 21, 2019)*
4.3Convertible Promissory Note dated as of December 1, 2022 between Helbiz, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on December 1, 2022)
4.4Convertible Promissory Note dated as of March 8, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on March 13, 2023)
10.1Form of Subscription Agreement by and among GreenVision Acquisition Corp. and certain institutional and accredited investors (incorporated by reference to Exhibit 10.1 to Helbiz’s current report on Form 8-K filed on March 11, 2021)*
10.2Form of Registration Rights Agreement, dated as of August 12, 2021, by and among GreenVision Acquisition Corp and certain shareholders of Helbiz Holdings (incorporated by reference to Annex B of the Definitive Proxy Statement filed on July 26, 2021)*
10.3Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K, filed on August 13, 2021)*
10.4Form of warrant to PIPE Investors (incorporated by reference to Exhibit 10.2 to Helbiz’s current report on Form 8-K filed on March 11, 2021)*
10.5GreenVision Acquisition Corp. 2021 Omnibus Incentive Plan (incorporated by reference to Annex D of the Definitive Proxy Statement filed on July 26, 2021)*
10.6Form of Indemnification Escrow Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, filed on August 13, 2021)*
 10.7Form of Convertible Debenture issued pursuant to the SPA (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on October 18, 2021)*
 10.8Form of Warrant issued under the SPA (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on October 18, 2021)*
 10.9Employment Agreement of Salvatore Palella, dated April 1, 2020 (incorporated by reference to Exhibit 10.10 to the Registrant's registration statement on Form S-1, filed on October 27, 2021)*
 10.10Employment Agreement of Giulio Profumo, dated March 2, inputs include quoted prices in active markets for similar assets2020 (incorporated by reference to Exhibit 10.11 to the Registrant's registration statement on Form S-1, filed on October 27, 2021)*
10.11Securities Purchase Agreement, dated April 15, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on April 15, 2022)
10.12Securities Purchase Agreement, dated August 15, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on August 15, 2022)
10.13Securities Purchase Agreement, dated August 23, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on August 23, 2022)
10.14Agreement and Plan of Merger, dated October 24, 2022, by and among Helbiz, Inc. Helbiz Merger Sub Inc., and Wheels Labs, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on October 28, 2022)
10.15Standby Equity Purchase Agreement, dated October 31, 2022, by and between Helbiz, Inc. and YA II PN, Ltd.(incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on October 31, 2022)
10.16Security Agreement, dated November 10, 2022, among YA II PN, Ltd. and the debtors named therein (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on November 14, 2022)
10.17Amended and Restated Agreement and Plan of Merger, dated November 18, 2022, by and among Helbiz, Inc. Helbiz Merger Sub Inc., and Wheels Labs, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on November 25, 2022)

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10.17Amended and Restated Agreement and Plan of Merger, dated November 18, 2022, by and among Helbiz, Inc. Helbiz Merger Sub Inc., and Wheels Labs, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on November 25, 2022)
10.18Supplemental Agreement dated as of December 1, 2022 to the Standby Equity Purchase Agreement dated as of October 31, 2022 between Helbiz, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on December 1, 2022)
10.19Standby Equity Purchase Agreement, dated January 24, 2023, by and between Helbiz, Inc. and YA II PN, Ltd.(incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on January 17, 2023)
10.20Standby Equity Purchase Agreement, dated March 13, 2023, by and between Helbiz, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on March 13, 2023)
10.21Convertible Note issued to Palella Holdings LLC on January 31, 2024
10.22Service Supply Agreement
10.23Business Cooperation Agreement
21.1List of subsidiaries of Helbiz, Inc.
23.1Consent of Marcum LLP
24.1Powers of Attorney (the signature page to this registration statement)
31.1Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or liabilities and quoted prices for identical assets15d-14(a)*
31.2Certification of Principal Accounting Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or liabilities in markets that are not active.15d-14(a)*
32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350*
32.2Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350*

*       Previously filed and incorporated herein by reference

ITEM 16. FORM 10-K SUMMARY

We have elected not to provide a summary of the information provided in this annual report on Form 10-K. 

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

micromobility.com, Inc.
   
Date: April 16, 2024Level 3:By:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability./s/ Salvatore Palella 
Name:   Salvatore Palella
Title:President, Chief Executive Officer

 

The following table presents information aboutSIGNATURES

Each person whose signature appears below constitutes and appoints Salvatore Palella his or her attorney-in-fact, with the Company’s assetspower of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that are measured at fair value on a recurring basis at December 31, 2019, and indicateseach of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the fair value hierarchyrequirements of the valuation inputsSecurities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the Company utilized to determine such fair value:following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Description Level  December 31,
2019		 
Assets:      
Marketable securities held in Trust Account 1  $57,591,635 
SignatureCapacityDate
/s/ Gian Luca SprianoChief Financial OfficerApril 16, 2024
Gian Luca Spriano
/s/ Salvatore PalellaChairman of the Board and Chief Executive OfficerApril 16, 2024
Salvatore Palella
/s/  Lee SternDirectorApril 16, 2024
Lee Stern
/s/  Velco FarinaDirectorApril 16, 2024
Velco Farina
/s/  Guy AdamiDirectorApril 16, 2024
Guy Adami

 

NOTE 10. SUBSEQUENT EVENTS 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

 

F-16

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