UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended ~~September~~June 30, ~~2021~~2022

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

For the transition period from to

Commission file number: 001-39136

Helbiz, ~~Inc.~~Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

84-3015108

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

32 Old Slip, New York, NY 10005

(Address of principal executive offices)

(~~(917)~~917) 675-7157

(Issuer’s telephone number)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	HLBZ	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock	HLBZW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 11, 2021,~~August 15, 2022, ~~30,515,107~~51,024,917 shares of common stock, par value $0.00001 per share, were issued and outstanding.

HELBIZ, INC.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~JUNE 30, ~~2021~~2022

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Unaudited Financial Statements	3
Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 (Unaudited) and December 31, ~~2020~~2021	3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ (unaudited)	4
Condensed Consolidated Statements Changes in Convertible Preferred Stock and Stockholders’ Deficit for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ (unaudited)	7
Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2721
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	4431
Item 4. Controls and Procedures	4431
Part II. Other Information	4532
Item 1. Legal Proceedings	4532
Item 1A. Risk Factors	4532
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4532
Item 3. Defaults Upon Senior Securities	4532
Item 4. Mine Safety Disclosures	4532
Item 5. Other Information	4532
Item 6. Exhibits	4532
Part III. Signatures	4633

PART 1 – FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

Helbiz, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	7,943		$	757		$	2,480		$	21,143
Accounts receivable		619			96
Contract assets		2,367			—
Accounts receivables								1,788			451
Contract assets – Media rights								1,806			2,758
VAT receivables								2,843			2,992
Prepaid and other current assets		8,042			1,166			4,458			4,681
Total current assets		18,972			2,019			13,375			32,025
Property and equipment, net		4,200			3,723
Property, equipment and deposits, net								11,234			7,616
Goodwill		10,708			—			9,791			10,696
Intangible assets, net		2,388			167			1,493			2,075
Other assets		1,216			451			1,539			1,212
TOTAL ASSETS	$	37,483		$	6,360		$	37,433		$	53,623

LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	10,357		$	2,970
Account payables							$	14,182		$	10,536
Accrued expenses and other current liabilities		2,828			1,073			4,000			3,806
Deferred revenues		1,685			146			3,651			1,585
Warrant liability		5,330			6,439
Short term financial liabilities, net		1,659			2,861
Total current liabilities		21,859			13,489
Warrant liabilities								210			1,596
Short term financial liabilities and capital leases, net								30,597			25,473
Total current Liabilities								52,640			42,996
Other non-current liabilities		364			149			502			419
Non-current financial liabilities, net		18,215			4,028			17,557			18,057
TOTAL LIABILITIES		40,438			17,666			70,699			61,472

CONVERTIBLE PREFERRED STOCK
Convertible Preferred Stock Series A, $0.0001 par value; 4,000,000 shares authorized at December 31, 2020; 0 shares issued and outstanding at December 31, 2020. Convertible Preferred stock Series A has been eliminated with the Business Combination on August 12, 2021.		—			—
Convertible Preferred Stock Series B, $0.0001 par value; 2,000 shares authorized at December 31, 2020; 453 shares issued and outstanding at December 31, 2020. Convertible Preferred stock Series B has been eliminated with the Business Combination on August 12, 2021.		—			4,040
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; NaN issued and outstanding		—			—
Commitments and contingencies

STOCKHOLDERS’ DEFICIT
Class A Common stock, $0.00001 par value; 285,774,102 shares authorized and; 15,435,625 and 20,359,154 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.		84,592			24,872
Class B Common stock, $0.00001 par value; 14,225,898 shares authorized and; 14,225,898 shares issued and outstanding at September 30, 2021 and 0 shares issued and outstanding at December 31, 2020.		0			—
Subscription receivables		—			(4,033	)
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; NaN issued and outstanding								—			—
Class A Common stock, $0.00001 par value; 285,774,102 shares authorized and; 26,393,183 and 16,289,209 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.								114,888			101,454
Class B Common stock, $0.00001 par value; 14,225,898 shares authorized and; 14,225,898 shares issued and outstanding at June 30, 2022 and December 31, 2021.								—			—
Accumulated other comprehensive (loss) income		(290	)		36			(1,150	)		(621	)
Accumulated deficit		(87,256	)		(36,221	)		(147,004	)		(108,682	)
Total stockholders’ deficit		(2,954	)		(15,346	)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	37,483			6,360
Total Stockholders’ deficit								(33,266	)		(7,849	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT							$	37,433			53,623

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

Helbiz, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Revenue $ 4,702 $ 2,013 $ 8,700 $ 2,876
Operating expenses:
Cost of revenue 9,844 2,235 20,421 4,806
Research and development 853 441 2,017 1,031
Sales and marketing 4,374 1,717 6,782 3,298
General and administrative 9,298 3,237 15,891 6,891
Total operating expenses 24,370 7,631 45,111 16,026

Loss from operations (19,668 ) (5,618 ) (36,411 ) (13,150 )

Other income (expenses)
Interest expense, net (562 ) (410 ) (1,627 ) (1,076 )
Gain (Loss) on extinguishment of debts — 1,055 — 323
Change in fair value of warrant liability (8,038 ) (653 ) (12,166 ) (1,233 )
Other income (expenses) (41 ) (18 ) (301 ) (25 )
Total other expenses, net (8,641 ) (26 ) (14,094 ) (2,011 )

Income Taxes (7 ) (11 ) (40 ) (17 )
Net loss $ (28,316 ) $ (5,655 ) $ (50,545 ) $ (15,176 )

Deemed Dividends and Deemed Dividends equivalents $ (418 ) $ (35 ) $ (490 ) $ (388 )

Net loss per share attributable to common stockholders $ (28,734 ) $ (5,690 ) $ (51,035 ) $ (15,564 )

Net loss per share attributable to common stockholders, basic and diluted $ (1.09 ) $ (0.29 ) $ (2.17 ) $ (0.88 )

Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments $ (287 ) $ 20 $ (326 ) $ (0 )

Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents $ (28,603 ) $ (5,635 ) $ (50,871 ) $ (15,176 )


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	4,358		$	2,982		$	7,670		$	3,997
Operating expenses:
Cost of revenue		10,267			6,073			21,606			10,577
General and administrative		6,436			2,638			13,115			6,592
Sales and marketing		3,415			1,275			6,013			2,408
Research and development		638			588			1,382			1,164
Total operating expenses		20,756			10,574			42,116			20,741

Loss from operations		(16,398	)		(7,592	)		(34,447	)		(16,744	)

Non-operating income (expenses), net
Interest expense, net		(1,512	)		(566	)		(3,492	)		(1,064	)
Gain (loss) on extinguishment of debts		(2,065	)		—			(2,065	)		—
Change in fair value of warrant liabilities		441			—			1,386			(4,127	)
Other income (expenses), net		(199	)		12			(507	)		(260	)
Total non-operating income (expenses), net		(3,335	)		(554	)		(4,679	)		(5,452	)

Income Taxes		(7	)		(18	)		(12	)		(33	)
Net loss	$	(19,740	)	$	(8,164	)	$	(39,137	)	$	(22,229	)

Deemed Dividends and Deemed Dividends equivalents	$	—		$	(37	)	$	—		$	(72	)

Net loss per share attributable to common stockholders	$	(19,740	)	$	(8,201	)	$	(39,137	)	$	(22,301	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.57	)	$	(0.36	)	$	(1.21	)	$	(1.01	)

Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		34,737,852			22,666,617			32,438,971			22,134,945

Net loss		(19,740	)		(8,164	)		(39,137	)		(22,229	)

Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments	$	(206	)	$	(46	)	$	(529	)	$	(39	)

Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents	$	(19,946	)	$	(8,210	)	$	(39,666	)	$	(22,268	)

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

HELBIZ, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and six months ended June 30, 2022

(in thousands, except share and per share data)

(unaudited)

SERIES A – CONVERTIBLE PREFERRED SERIES B – CONVERTIBLE PREFERRED Class A Common Stock Class B Common Stock
Common
Stock
Subscription Accumulated Accumulated Other Comprehensive (Loss) TOTAL STOCKHOLDERS’
STOCK STOCK Shares Amount Shares Amount Shares Amount Receivables Deficit Income DEFICIT
Balance at January 1, 2021 — $ 4,040 4,392,919    $ 24,872 —   $ —   — (4,033 )    $ (36,221 ) $ 36 $ (15,346 )
Retroactive Application of the conversion ratio 4.63 applied on the reverse merger (Note 4) —   20,359,154 —   —   —   —   —   —   —
Issuance of common shares – for Sale —   127,116 923 —   —   —   —   —   923
Issuance of common stock – for Warrant conversion —   1,075,867 10,567 —   —   —   —   —   10,567
Issuance of common shares – for settlement of Lease —   177,827 1,747 —   —   —   —   —   1,747
Settlement of Subscription Receivables —   —   —   —   —   4,033 —   —   4,033
Share based compensation —   15,706 1,716 —   —   —   —   —   1,716
Dividends and dividend equivalents for Preferred Stockholders 35 —   —   —   —   —   (35 ) —   (35 )
Changes in currency translation adjustment —   —   —   —   —   —   —   7 7
Net loss — —   —   —   —   —   — —   (14,065 ) —   (14,065 )
Balance at March 31, 2021 — $ 4,075 21,755,670 $ 39,825 —   $ —   — — $ —   $ (50,321 ) $ 43 $ (10,453 )
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition —   1,057,740 10,389 —   —   —   —   —   10,389
Share based compensation —   —   447 —   —   —   —   —   447
Exchange of Class A Common Stock to Class B Common Stock —   (14,225,898 ) —   14,225,898 0 —   —   —   0
Dividends and dividend equivalents for Preferred Stockholders 37 —   —   —   —   —   (37 ) —   (37 )
Changes in currency translation adjustment —   —   —   —   —   —   —   (46 ) (46 )
Net loss — —   —   —   —   —   — —   (8,164 ) —   (8,164 )
Balance at June 30, 2021 — $ 4,112 8,587,511 $ 50,661 14,225,898 $ 0 — $ —   $ (58,522 ) $ (3 ) $ (7,864 )
Dividends and dividend equivalents for Preferred Stockholders 418 —   —   —   —   —   (418 ) —   (418 )
Issuance of common stock – for Conversion of Series B Convertible Redeemable Preferred Stocks (4,530 ) 1,313,754 4,530 —   —   —   —   —   4,530
Reverse recapitalization and issuance of PIPE units - Net of offering costs —   4,988,551 20,392 — —   —   —   —   20,392
Share based compensation —   380,520 4,343 —   —   —   —   —   4,343
Issuance of shares – Exercise of Liability warrant —   165,289 4,666 —   —   —   —   —   4,666
Changes in currency translation adjustment —   —   —   —   —   —   —   (287 ) (287 )
Net loss — —   —   —   —   —   — —   (28,316 ) (28,316 )
Balance at September 30, 2021 — $ —   15,435,625 $ 84,592 14,225,898 $ 0 — $ —   $ (87,256 ) $ (290 ) $ (2,954 )


		Class A Common Stock				Class B Common Stock					Accumulated			Accumulated Other Comprehensive (Loss)			TOTAL STOCKHOLDERS’
		Shares		Amount		Shares		Amount			Deficit			Income			DEFICIT
Balance as of March 31, 2022	—		18,699,956	$	105,180	$	14,225,898	$	—	—	$	(127,263	)	$	(944	)	$	(23,027	)
Issuance of Warrants - in conjunction with Convertible Notes issuance			—		603		—		—			—			—			603
Issuance of common shares – Commitment shares for Convertible Notes issuance			150,000		399		—		—			—			—			399
Issuance of common shares – to legal advisors for Convertible Note issuance			200,000		296		—		—			—			—			296
Issuance of common shares – for Conversion of 2021 Convertible Notes			7,242,626		7,516		—		—			—			—			7,516
Issuance of common shares - for Settlement of Account Payable			79,353		117		—		—			—			—			117
Share based compensation			21,248		776		—		—			—			—			776
Changes in currency translation adjustment			—		—		—		—			—			(206	)		(206	)
Net loss	—		—		—		—		—	—		(19,740	)					(19,740	)
Balance as of June 30, 2022	—		26,393,183	$	114,888	$	14,225,898	$	—	—	$	(147,004	)	$	(1,150	)	$	(33,266	)


		Class A Common Stock					Class B Common Stock					Accumulated			Accumulated Other Comprehensive (Loss)			TOTAL STOCKHOLDERS’
		Shares		Amount			Shares		Amount			Deficit			Income			DEFICIT
Balance as of January 1, 2022	—		16,289,209	$	101,454		$	14,225,898	$	—	—	$	(108,682	)	$	(621	)	$	(7,849	)
ASU No. 2020-06 - modified retrospective method			—		(4,187	)		—		—			816			—			(3,371	)
Issuance of common shares – for Conversion of 2021 Convertible Notes			9,649,626		14,326			—		—			—			—			14,326
Issuance of Warrants - in conjunction with Convertible Notes issuance			—		603			—		—			—			—			603
Issuance of common shares – Commitment shares for Convertible Notes issuance			150,000		399			—		—			—			—			399
Issuance of common shares – to legal advisors for Convertible Note issuance			200,000		296			—		—			—			—			296
Issuance of common shares - for Settlement of Account Payable			27,166		48			—		—			—			—			48
Share based compensation			77,182		1,948			—		—			—			—			1,948
Changes in currency translation adjustment			—		—			—		—			—			(529	)		(529	)
Net Loss	—		—		—			—		—	—		(39,137	)		—			(39,137	)
Balance as of June 30, 2022	—		26,393,183	$	114,888		$	14,225,898	$	—	—	$	(147,004	)	$	(1,150	)	$	(33,266	)

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

HELBIZ, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three months ended June 30, 2021

(in thousands, except share and per share data)

(unaudited)

	SERIES B – CONVERTIBLE PREFERRED		Class A Common Stock					Class B Common Stock				Subscription		Accumulated			Accumulated Other Comprehensive			TOTAL STOCKHOLDERS’
	STOCK		Shares			Amount		Shares		Amount		Receivables		Deficit			(Loss) Income			DEFICIT
Balance as of March 31, 2021	$	4,075		21,755,670		$	39,825		—	$	—		—	$	(50,321	)	$	43			(10,453	)
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition		—		1,057,740			10,389		—		—		—		—			—			10,389
Share based compensation		—		—			447		—		—		—		—			—			447
Exchange of Class A Common Stock to Class B Common Stock		—		(14,225,898	)		—		14,225,898		—		—		—			—			—
Dividends and dividend equivalents for Preferred Stockholders		37		—			—		—		—		—		(37	)		—			(37	)
Changes in currency translation adjustment		—		—			—		—		—		—		—			(46	)		(46	)
Net loss		—		—			—		—		—		—		(8,164	)					(8,164	)
Balance as of June 30, 2021	$	4,112		8,587,512			50,661		14,225,898	$	—	$	—	$	(58,522	)	$	(3	)	$	(7,863	)

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

HELBIZ, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the six months ended June 30, 2021

(in thousands, except share and per share data)

(unaudited)

	SERIES B – CONVERTIBLE PREFERRED		Class A Common Stock					Class B Common Stock				Subscription			Accumulated			Accumulated Other Comprehensive			TOTAL STOCKHOLDERS’
	STOCK		Shares			Amount		Shares		Amount		Receivables			Deficit			(Loss) Income			DEFICIT
Balance as of January 1, 2021	$	4,040		20,359,154			24,872		—	$	—		(4,033	)	$	(36,221	)	$	36			(15,346	)
Issuance of common shares – for Sale		—		127,116			923		—		—		—			—			—			923
Issuance of common shares – to financial advisor for Issuance of Common Shares		—		5,719			33		—		—		—			—			—			33
Issuance of common stock – Exercise of Warrants		—		1,075,867			10,567		—		—		—			—			—			10,567
Issuance of common stock – for settlement of Lease		—		177,827			1,747		—		—		—			—			—			1,747
Settlement of Subscription Receivables		—		—			—		—		—		4,033			—			—			4,033
Share based compensation		—		9,987			2,130		—		—		—			—			—			2,130
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition		—		1,057,740			10,389		—		—		—			—			—			10,389
Exchange of Class A Common Stock to Class B Common Stock		—		(14,225,898	)		—		14,225,898		—		—			—			—			—
Dividends and dividend equivalents for Preferred Stockholders		72		—			—		—		—		—			(72	)		—			(72	)
Changes in currency translation adjustment		—		—			—		—		—		—			—			(39	)		(39	)
Net loss		—		—			—		—		—		—			(22,229	)		—			(22,229	)
Balance as of June 30, 2021	$	4,112		8,587,512			50,661		14,225,898	$	—	$	—		$	(58,522	)	$	(3	)		(7,863	)

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

SERIES A – CONVERTIBLE PREFERRED SERIES B – CONVERTIBLE PREFERRED Class A Common Stock
Class B Common
Stock
Common Stock Subscription Accumulated Accumulated Other Comprehensive (loss) TOTAL STOCKHOLDERS
STOCK STOCK Amount Amount Shares Amount Receivables Deficit Income DEFICIT
Balance at January 1, 2020 - Pre Conversion $ 6,200 —   — — 3,393,504 $ 1,223 $ —   $ (11,224 ) $ (2 ) $ (10,003 )
Retroactive Application of the conversion ratio applied on the reverse merger (Note 4) —   —   15,727,326 —   —   —   —   —
Share based compensation —   —   13,612 65 —   —   —   65
Dividends and dividend equivalents for Preferred Stockholders 189 —   —   —   —   (189 ) —   (189 )
Changes in currency translation adjustment —   —   —   —   —   —   (26 ) (26 )
Net loss —   —   — — —   —   —   (2,334 ) —   (2,334 )
Balance at March 31, 2020 $ 6,389 —   — — 15,740,938 $ 1,288 $ —   $ (13,747 ) $ (28 ) $ (12,487 )
Issuance of Convertible Series B Preferred Stocks – Conversion of Series A Convertible Redeemable Preferred Stocks (3,091 ) 3,079 — — — — — —
Issuance of Convertible Series B Preferred Stocks – Sale —   879 —   —   —   —   —   —
Issuance of common stock – for settlement of  0% Convertible Note and warrant —   —   440,189 1,430 —   —   —   1,430
Sale of common stock —   —   552,029 2,001 —   —   —   2,001
Issuance of Equity warrant —   —   —   600 —   —   —   600
Issuance of common stock – for exercise of 2019 Warrant Purchase Agreement —   —   417,989 479 —   —   —   479
Issuance of common stock – for Conversion of Series A Convertible Redeemable Preferred Stocks (3,450 ) —   790,156 3,450 —   —   —   3,450
Share based compensation —   —   24,841 1,670 —   —   —   1,670
Dividends and Dividend equivalents for Preferred Stockholders 152 12 —   —   —   (164 ) —   (164 )
Changes in currency translation adjustment —   —   —   —   —   —   6 6
Net loss —   —   — — —   —   —   (7,187 ) —   (7,187 )
Balance at June 30, 2020 $ —   $ 3,970 — — 17,966,143 $ 10,918 $ —   $ (21,098 ) $ (22 ) $ (10,202 )
Issuance of common stock – for settlement of  10% Convertible Notes —   —   619,105 2,013 —   —   ��   2,013
Sale of common stock —   —   645,948 2,430 —   —   —   2,430
Issuance of Equity warrant —   —   —   490 —   —   —   490
Issuance of common stock – for settlement of Promissory Notes —   —   6,122 21 —   —   —   21
Share based compensation —   —   27,733 1,681 —   —   —   1,681
Dividends and Dividend equivalents for Preferred Stockholders —   35 —   —   —   (35 ) —   (35 )
Changes in currency translation adjustment —   —   —   —   —   —   20 20

Net loss —   —   — — —   —   —   (5,655 ) —   (5,655 )
Balance at September 30, 2020 $ —   $ 4,005 — — 19,265,051 $ 17,553 $ —   $ (26,788 ) $ (2 ) $ (9,237 )

HELBIZ, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(unaudited)


	Nine months ended September 30,						Six months ended June 30,
	2021			2020			2022			2021
Operating activities
Net loss	$	(50,545	)	$	(15,176	)	$	(39,137	)	$	(22,229	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		5,142			1,407			2,661			3,331
Loss on disposal of assets		264			718			116			238
Non-cash Interest expenses		1,031			1,077
Change in fair value of warrant liability		12,166			1,232
(Gain) or Loss on extinguishment of Debts		—			(323	)
Non-cash interest expenses and amortization of debt discount								2,971			509
Change in fair value of warrant liabilities								(1,386	)		4,128
Change in fair value of accounts payables								(304	)		—
(Gain) or Loss on extinguishment of debts								2,065			—
Share-based compensation		6,433			3,417			2,252			2,131
Other non-cash items related to licensing		1,390			—			—			748
Changes in operating assets and liabilities:
Prepaid and other current assets		(8,508	)		19
Prepaid and other assets								2,617			(38	)
Security deposits		(540	)		(118	)		(5	)		22
Accounts receivable		(461	)		145
Accounts payable		7,017			1,528
Accounts receivables								(1,337	)		(360	)
Accounts payables								3,935			(196	)
Accrued expenses and other current liabilities		2,856			421			2,263			1,240
Other non current liabilities		46			47
Other non-current liabilities								83			(137	)
Net cash used in operating activities		(23,707	)		(5,605	)		(23,206	)		(10,613	)

Investing activities
Purchase of property and equipment		(5,007	)		(3,873	)
Purchase of operating licenses		(308	)		(289	)
Purchase of property, equipment, and vehicle deposits								(3,586	)		(4,913	)
Deposit for Letter of Intent								(1,000	)		—
Purchase of intangible assets								(117	)		(308	)
Acquisition of business, net of cash acquired		(1,987	)		—			—			(1,987	)
Proceeds from repayment of Receivable, due from related party – Officer		—			1,042
Net cash used in investing activities		(7,302	)		(3,120	)		(4,703	)		(7,208	)

Financing activities
Proceeds from issuance of financial liabilities, net		19,253			2,933			10,248			18,156
Repayment of financial liabilities		(2,748	)		(990	)		(1,495	)		(2,505	)
Proceeds from issuance of financial liabilities, due to related party - Officer		2,010						380			2,010
Repayment of financial liabilities, to related party - Officer		(2,010	)
Proceeds from sale of Convertible Series B Preferred Stock		—			997
Proceeds from settlement of Subscription receivables		4,033			—			—			4,033
Proceeds from sale of Class A common shares, net		922			5,542			—			955
Proceeds from Business Combination and PIPE financing		20,281			—
Payments of offering costs and underwriting discounts and commissions		(3,024	)		—			—			(1,193	)
Net cash provided by financing activities		38,717			8,482			9,133			21,456


Increase (decrease) in cash and cash equivalents, and restricted cash								(18,776	)		3,635
Effect of exchange rate changes		(443	)		20			306			(39	)
Net increase (decrease) in cash and cash equivalents, and restricted cash		7,263			(26	)		(18,470	)		3,596
Cash and cash equivalents, and restricted cash, beginning of year		790			1,611			21,253			790
Cash and cash equivalents, and restricted cash, end of year	$	8,053		$	1,585		$	2,783		$	4,386

RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET
Cash and cash equivalents		7,943			1,529			2,480			4,277
Restricted cash, included in Other Assets, non-current		110			56
Restricted cash, included in Current assets								193			—
Restricted cash, included in Other assets, non-current								110			109
Supplemental disclosure of cash flow information
Cash paid for interest	$	596		$	—
Cash paid for income taxes	$	2		$	—

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Issuance of Class A common shares – for Warrant exercise	$	15,234		$	811
Issuance of Class A common shares – for settlement of Lease		1,747			—
Issuance of Class A common shares – MiMoto Smart Mobility S.r.l. Acquisition		10,389			—
Issuance of Class A common shares – for Convertible Preferred Stock Series B		4,530			—
Issuance of Class A common shares (PIPE units) – for settlement of Promissory Notes		5,000			—
Convertible debts converted into Common Shares		—			1,431
Convertible Preferred Stock Series A converted into Common Shares		—			3,450
Convertible Preferred Stock Series A converted into Convertible Preferred Stock Series B		—			3,091
Cash paid for:
Interest							$	517		$	556
Income taxes, net of refunds							$	12		$	2
Non-cash investing & financing activities
Issuance of Class A common shares – for warrant exercise							$	—		$	10,567
Issuance of Class A common shares – for settlement of lease								—			1,747
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition								—			10,389
Convertible notes converted into common shares								14,326			—
Increasing of Financial liabilities for derecognition of Beneficial conversion features (BCF) - Adoption of ASU 2020-06								3,371			—
Purchase of vehicles with financing agreement								3,328			—
Prepaid expenses related to D&O insurance, included in Account payable		3,826			—			402			—
Issuance of Warrants - in conjunction with Convertible Notes issuance								603			—
Issuance of common shares – Commitment shares and share based compensation for Convertible Notes issuance								695			—

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

HELBIZ, Inc.

Notes to Condensed Consolidated Financial Statements

(in thousands, except share and per share data)

(Unaudited)

1. Description of Business and Basis of Presentation

Description of Business

Helbiz, Inc. and Subsidiaries, (“Helbiz” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarter in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport. Beginning in 2020, the Company increased its services offered to customers by including monthly subscriptions for accessing its network of electric vehicles. On April 1, 2021, the Company, through the acquisition of MiMoto Smart Mobility S.r.l, added electric mopeds on its sharing services offer (See ~~Note 3. MiMoto Smart Mobility S.r.l. – Acquisition~~).

Founded on a proprietary technology ~~platform,~~platforms, the ~~Company offers a sharing economy for~~Company’s core business is the offering of electric scooters, bikes and ~~mopeds.~~mopeds in the sharing environment. Through its Mobility App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric ~~vehicles directly from~~vehicles. Additionally, the ~~Helbiz mobile application.~~ Company is operating two other business lines: (i) acquisition, commercialization and distribution of contents including live sport events, and (ii) food delivery services through a “ghost kitchen” concept.

The Company currently has a strategic footprint in growing markets with offices in New York, Milan, ~~Belgrade~~ and ~~Singapore,~~Belgrade, with additional operational teams around the world. The Company currently has electric vehicles operating in the United States and Europe.

~~During 2021,~~ ~~the Company decided to enter into a new business line: the acquisition, commercialization and distribution~~Basis of contents including live sport events. The Company developed a new app, Helbiz Live, separated from the micro-mobility platform. Starting from August 2021, the Company will broadcast the Italian Serie B Soccer LeaguePresentation

~~During 2021,~~ include the accounts of the Company decided to expand its offering to final customers, through its wholly-owned Italian subsidiary, Helbiz Kitchen Italia S.r.l. In July 2021, the Company launched a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals, in Milan. The service is in an early-stage phase, and it is available through the micro-mobility platform.

~~Business Combination and Organization~~

~~On August 12, 2021, Helbiz consummated a business combination, by and among GreenVision Acquisition Corp. (“GRNV”)~~ 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 condensed consolidated statements of operations. For the foreign subsidiary ~~Helbiz Holdings Inc (name~~where the local currency is the functional currency, translation adjustments of ~~Helbiz, Inc.~~foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.

The condensed consolidated balance sheet as ~~private Company, before August 12, 2021)~~of December 31, 2021, included herein was derived from the audited financial statements as of that date. Certain information and ~~Salvatore Palella (as representative~~note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of, and for the year ended, December 31, 2021, included in our Annual Report on Form 10-K.

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity for the three and six months ended June 30, 2022, and cash flows for the six months ended June 30, 2022, but are not necessarily indicative of the ~~shareholders~~results of ~~Helbiz Holdings Inc.). On the Closing Date, GRNV changed its name~~operations to ~~Helbiz, Inc. as the name of the entity surviving the business combination.~~be anticipated for any future annual or interim period.

~~In connection with the execution of the business combination, GRNV entered into subscription agreements with multiple investors for an aggregate of~~ ~~2,650,000~~ ~~GRNV units at $10.00~~ ~~per unit, with each unit consisting of one Class A Common Stock and a warrant to purchase one Class A Common Stock exercisable at $11.50, for aggregate gross proceeds of $26.5~~ ~~million (the “PIPE Investment”), of which proceeds $5 million was in the form of cancelation of Helbiz Holdings Inc. promissory notes. Refer to~~ ~~Note 4. GreenVision Acquisition Corp. – Business Combination~~~~, for further information regarding the Net Asset acquired.~~

As a result of the aforementioned business combination, each Helbiz Holdings share issued and outstanding immediately prior to the business combination date was canceled and automatically converted into the right to receive 4.63 (the “conversion ratio”) GRNV shares of the respective class.

2. Going Concern and Management’s Plans

The Company has 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 may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion plan and related operations. Successful transition to attaining profitable operations ~~is dependent~~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 a going concern within one year after the date that the financial statements are issued. The Company plans to continue to fund its operations and expansion plan 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. ~~Refer to~~ ~~Note 20. Subsequent Events~~ ~~for further details over the funding activities after September 30, 2021.~~

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

~~Impact~~3. Summary of ~~COVID-19~~

Various governments continue to implement, lift, and in some regions reinstate restrictions, including business activities and travel restrictions. These restrictions have caused decreased demand for transportation services as well as decreased earning opportunities for our platform, and disruptions in global supply chains and significant volatility and disruption of financial markets.

COVID-19 has produced uncertainty around the world, and it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak and any resurgences of the outbreak or variants of the virus, both globally and within the United States, the administration, adoption and efficacy of vaccines in the United States and internationally, the impact on capital, foreign currencies exchange and financial markets, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-users’ behavior, all of which are highly uncertain and cannot be predicted.

The Company continues to closely monitor the impact of the COVID-19 pandemic. The Company has concluded that the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements presented do not include any adjustments that might result from the outcome of this uncertainty.

2. Significant Accounting Policies and Use of Estimates

~~Basis of Presentation~~

These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X pf the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. The condensed consolidated balance sheet as of December 31, 2020, included herein was derived from the audited financial statements as of that date. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020 included in the ~~S-1 IPO Investment Prospectus,~~ ~~filed on October 27, 2021. The results for the interim periods are not necessarily indicative of results for the full year.~~

These accompanying unaudited condensed consolidated financial statements include the accounts of the 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 condensed 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.

In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, comprehensive loss, cash flows and the change in equity for the periods presented.

~~Reclassifications~~

Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current interim financials’ presentation. These reclassifications had no impact on net loss including stockholders’ deficit or cash flows as previously reported. In detail, the Company reclassified the Security deposit balance of $~~416~~ ~~as of December 31, 2020, from Current assets to~~ ~~Other assets~~ ~~and the Intangible assets balance of $167~~ ~~as of December 31, 2020, from~~ ~~Other assets~~ to ~~Intangible assets, net~~.

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 amount of certain assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include ~~determination of~~ common stock, warrant and financial instruments at fair value, useful lives of property and equipment, including scooters 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 that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Warrant Liability~~

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 in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified 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. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and subsequently remeasured at each balance sheet date thereafter.

~~Acquisitions~~

The Company accounts for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, “Business Combinations” (“ASC 805”). 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 dates. 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. Refer to ~~Note 3.~~ ~~MiMoto Smart Mobility S.r.l. – Acquisition~~, ~~for further information.~~

~~Goodwill~~

~~Goodwill~~ represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. The Company tests goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired.

~~There were no impairment indicators for the nine months ended September 30, 2021.~~

~~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 three years.~~ ~~The Company tests intangible assets for impairment whenever events or changes in circumstances indicate that intangible assets might be impaired.~~

~~There were no impairment indicators for the nine months ended September 30, 2021.~~

Recent Accounting Pronouncements ~~Issued but Not Yet~~ Adopted

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for the Company starting from January 1, 2022. The Company plans to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. While the Company is currently reviewing its lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, it expects that its non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets. The Company is currently assessing the impact of this accounting standard on its shared vehicles revenues and rental leases.

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. ~~This new standard will be~~ASU 2020-06 is effective ~~for the Company~~ for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. ~~The~~Effective January 1, 2022, the Company ~~is currently assessing~~adopted ASU 2020-06 using the ~~impact of adopting this standard on~~modified retrospective approach. In the condensed consolidated ~~financial statements.~~balance sheet, the adoption of this new guidance resulted in:

an increase of $3,371 to the total carrying value of the 2021 convertible notes to reflect the full principal amount of the 2021 convertible notes outstanding net of issuance costs,

a reduction of $4,187 to additional paid-in capital to remove the equity component separately recorded for the beneficial conversion features associated with the 2021 convertible notes, and

a cumulative-effect adjustment of $816 to the beginning balance of accumulated deficit as of January 1, 2022.

In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”) which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, ASU 2021-04 requires the issuer to treat a modification of an equity-classified warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. Effective January 1, 2022, we adopted ASU 2021-04 ~~should~~on a prospective basis. The impact of adoption of this standard on our condensed consolidated financial statements was not material.

Accounting Pronouncements Issued but Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be ~~applied prospectively~~recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. The Company plans to ~~modifications or exchanges occurring after~~adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. ~~Either~~While the ~~full or modified retrospective adoption method~~Company is ~~allowed.~~currently reviewing its lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, it expects that its non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on the Company’s consolidated balance sheets. The Company is currently assessing the impact of ~~adopting~~ this accounting standard on ~~the condensed consolidated financial statements.~~

In October 2021, the FASB issued ASU No. 2021-8, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. This new standard will be effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact of adopting this standard on the condensed consolidated financial statements.

3. ~~MiMoto Smart Mobility S.r.l. – Acquisition~~

~~On April 1, 2021, the Company acquired~~ ~~100~~% of the equity interest of MiMoto Smart Mobility S.r.l. (“MiMoto”), a dockless e-moped sharing private company based in Milan, Italy. The acquisition of MiMoto has been accounted for as a business combination. The purchase price of $~~12,544~~ ~~(paid in~~ ~~1,057,740~~ ~~shares of the Company’s common stock assuming a retroactive application of the conversion ratio, and $2,155~~ ~~in cash ).~~

~~The fair value of the Company’s Common Stocks issued to MiMoto shareholders have been estimated~~ assuming a “Public Company scenario”. The Company assigned a 100% probability to the mentioned scenario, supported by the issuance of a Proxy Statement to the SEC by GreenVision, a NASDAQ listed entity. The Company valued the estimated equity value at listing date using a discount rate, derived from the capital asset pricing model (“CAPM”). On April 1, 2021, the discount rate applied was 7.4% and the equity value estimate was driven from the trading price of GreenVision stock and expected conversion ratio with Helbiz common shares. 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.

~~The MiMoto purchase price has been allocated as follows: $1,870~~ ~~to government relationship, $887~~ ~~to customer relationship, $664~~ ~~to assets acquired and $1,848~~ ~~to liabilities assumed based on their estimated fair value on the acquisition date, and the excess of $10,971~~ of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill is primarily attributable to the expected synergies and monetization opportunities arising from the acquisition, including the ability to obtain further licenses in the electric sharing environment and gain efficiencies with the use of MiMoto’s know-how, technology and existing processes. Government relationships and Customer relationships accounted as Intangible Assets are amortized on a straight-line basis over their estimated useful life, 3 ~~years.~~ Government relationships represent the operating e-mopeds sharing agreements with municipalities, entered by MiMoto in previous years. Customer relationships represent the customer based owned by MiMoto through its ~~platform.~~

~~Amounts of assets and liabilities recognized as of the acquisition date are provisional and subject to change within the measurement period as the fair value assessments are finalized.~~

~~Acquisition costs were immaterial and are included in general and administrative expenses in the condensed consolidated statements of operations.~~

~~The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed at the Closing Date, April 1, 2021.~~

fair value of the assets acquired and liabilities
Government relationships $ 1,870
Customer relationships 887
Other current Assets 169
Cash and cash equivalents 168
Security Deposits 143
Property and Equipment, net 111
Account Receivables 62
Other non current Assets 11
Total identifiable assets acquired $ 3,421
Financial liabilities (920 )
Other liabilities (928 )
Total Liabilities assumed $ (1,848 )
Goodwill 10,971
Total acquisition consideration $ 12,544
~~The results of operations for the acquired business have been included in the condensed consolidated statements of operations for the period after the Company's acquisition of MiMoto: April 1, 2021.~~
12
~~Revenues and Net Loss of MiMoto included in the Company’s consolidated income statement from the acquisition date through September 30, 2021 are as follows.~~
Schedule of consolidated income statement

For the period
April 1, 2021 to
September 30, 2021

Revenues $ 676
Net Loss (976 )
~~Pro forma consolidated~~shared vehicles revenues and ~~earnings for the three and nine months ended September 30, 2021, and September 30, 2020, calculated as if MiMoto had been acquired as of January 1, 2020 are as follows.~~
MiMoto had been acquired

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021 2020 2021 2020
Revenues $ 4,702 $ 2,351 $ 8,885 $ 3,656
Net Loss (28,316 ) (5,574 ) (51,226 ) (15,936 )
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 ~~Government and Customer relationships and alignment of MiMoto accounting policies to the Company’s accounting policies.~~ 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.
rental leases.
4.~~GreeVision Acquisition Corp. – Business combination~~
On August 12, 2021 (the “Closing Date”), the business combination between Helbiz and GRNV, and the PIPE Investment were closed. The business combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with ASC 805-10-55-12. Based on the analysis performed GRNV is treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Helbiz Holdings having the ability to appoint a majority of the initial Board of the combined entity, Helbiz Holdings's senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Helbiz Holdings comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the business combination was treated as the equivalent of Helbiz issuing shares for the net assets of GRNV, accompanied by a recapitalization.
~~The Company’s net assets acquired through the consummation of the business combination consisted of:~~
Schedule of consummation of the business combination
August 12, 2021
Cash and cash equivalents $ 20,281
Subscription receivable – PIPE Investment in the form of cancelation of Helbiz Holdings promissory notes 5,000
Prepaid expenses and other current assets 739
    Liability Warrants (1,958 )
Liabilities toward Helbiz (570 )
Accounts payable and accrued expenses (54 )
Net Asset Acquired, excluding Helbiz transaction costs $ 23,438
Helbiz transaction costs (3,046 )
Net Asset Acquired from the business combination 20,392
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~~The Liabilities assumed by Helbiz as result of the business combination are mainly related to the Warrants classified as Liabilities and amounted to $1,958~~ ~~on August 12, 2021. The Warrant liabilities are composed of the following:~~
~~(a)~~ ~~2,100,000~~ ~~Private Warrants issued to GRNV Sponsors (“GRNV Sponsor Private Warrants”). Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50~~ ~~per share, (see~~ ~~Note 13. Financial liabilities~~~~). On August 12, 2021, the fair value of these Private Warrants recorded as a liability were $1,829~~.
~~(b)~~ ~~287,500~~ Private Warrants issued to GRNV’s underwriter, I-Bankers Securities, Inc. (“GRNV Underwriter Private Warrants”). Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $~~12.00~~ ~~per share, (see~~ ~~Note 13. Financial liabilities~~~~). The warrants are exercisable for cash or on a cashless basis, at the holder’s option. On August 12, 2021, the fair value of the~~ ~~287,500~~ ~~Private Warrants recorded as liability was $129~~.
5. Revenue Recognition
The table below shows the revenues breakdown for the three and ~~nine~~six months ended on ~~September~~June 30, ~~2021,~~2022, and on ~~September~~June 30, ~~2020.~~2021.
Revenue recognition
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Mobility Revenues $ 2,716 $ 2,982 $ 4,293 $ 3,997
Pay per ride 2,187 2,304 3,392 3,099
Mobility Subscriptions 360 451 648 615
    Partnerships fees 169 227 253 $ 283
    Media Revenues $ 1,489 $ —   $ 3,145 $ —
  Commercialization of Media rights (B2B) 1,052 —   2,348 —
      Advertising fees 156 —   206 —
      Live subscriptions (B2C) 281 —   591 —
Other Revenues $ 153 $ —   $ 232 $ —
Total Revenues $ 4,358 $ 2,982 $ 7,670 $ 3,997

Revenue recognition

Three Months Ended
September 30,

Nine Months Ended
September 30,

2021 2020 2021 2020
Mobility revenues $ 3,890 $ 2,013 $ 7,888 $ 2,671
Pay per ride 3,093 1,689 6,192 2,145
Subscriptions 541 195 1,156 209
Partnership revenues 256 129 540 317
Live Revenue $ 760 —   $ 760 —
    Commercialization of Media rights 671 —   671 —
    Subscriptions 89 —   89 —
Other revenues $ 52 $ —   $ 52 $ 205
Total Revenue $ 4,702 $ 2,013 $ 8,700 $ 2,876
The Company mainly generates revenues related to: (i) single-use ride fees paid by riders of the Company’s e-bikes, e-mopeds and e-scooters, and (ii) international commercialization and distribution of media contents to media partners, in the Business to Business (“B2B") environment.
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The table below shows the Deferred revenues ~~breakdown~~roll-forward from ~~December 31, 2020,~~January 1, 2021, to ~~September~~June 30, ~~2021.~~ 2021, and from January 1, 2022, to June 30, 2022.

Deferred revenues
Deferred revenues
December 31,
2020
Additions Utilization June 30, 2021 Additions Utilization September 30, 2021
Deferred Income January 1, 2021 Additions Q1 2021 Revenue March 31, 2021 FX Rate adj Additions Q2 2021 Revenue June 30, 2021

Mobility - Prepaid Customer wallet $ 89 1,627 (1,162 ) 554 1,480 (1,087 ) 947
Mobility - Partnership 57 189 (25 ) 221 —   (71 ) 150
Live - Media Rights —   —   —   —   588 —   588
Mobility $ 146 391 (345 ) 192 165 1,260 (842 ) 775
Media —   —   —   —   —   —   —   —
Total 146 $ 1,816 $ (1,187 ) $ 775 $ 2,068 $ (1,158 ) $ 1,685 $ 146 $ 391 $ (345 ) $ 192 $ 165 $ 1,260 $ (842 ) $ 775

Deferred Income January 1, 2022 FX Rate adj Additions Q1 2022 Revenue March 31, 2022 FX Rate adj Additions Q2 2022 Revenue June 30, 2022

Mobility $ 1,183 (19 ) 347 (329 ) 1,182 (33 ) 592 (538 ) 1,203
Media 402 (40 ) 2,473 (316 ) 2,519 (136 ) 1,623 (1,558 ) 2,448
Total $ 1,585 $ (59 ) $ 2,820 $ (645 ) $ 3,701 $ (169 ) $ 2,215 $ (2,096 ) $ 3,651
Deferred revenues related to prepaid customer wallet will be recorded as Mobility Revenues when riders ~~will~~ take a ride, ~~or make a subscription,~~ while deferred revenues related to Media ~~rights~~ will be mainly recorded as Revenues in the ~~three~~six months ~~ended~~ending December 31, ~~2021.~~2022.
~~Helbiz Mobility~~5. Contract assets – Media rights
The ~~Company generates revenue~~table below shows the Contract assets roll-forward from ~~single-use ride fees paid by riders of owned e-bikes, e-mopeds and e-scooters. The Company also generated revenues from partnership related~~January 1, 2022, to ~~marketing activities and co-branding of Helbiz vehicles.~~
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~~Helbiz Live~~
~~Starting from July~~June 30, 2022. During the period January 1, 2021 – June 30, 2021, the Company ~~recorded revenues related to: (i)~~ ~~the commercialization and distribution of~~did not perform any media ~~contents, and (ii) user subscriptions.~~activities.
~~The commercialization and distribution of media contents~~
The Company evaluated multi-year media distribution agreements entered into in Fiscal 2021. The Company concluded that it acts as the principal in those agreements, because the Company: (i) has inventory risk, (ii) has discretion in establishing the prices, and (iii) obtained control over the media content rights.
The Company recognizes revenue over the period with which the content is distributed. In detail, the Company identified one performance obligation related to those agreements: the delivery of media content. The Company recognizes revenues ratably over the licensing period which correlates with the period the media content is available.
~~User Subscriptions~~
The Company records revenues related to the monthly and yearly subscriptions. In detail, Helbiz Media entered into contracts with customers every time they accept the Terms of Conditions (“ToC”), included in the Helbiz Live App, and pay the monthly or annual fees. The ToC defines the fees that the Company charges customers for each subscription, each party’s rights and obligations regarding the services to be transferred and payment terms. The performance obligation related to the mentioned contract is represented by the availability of the media contents to the final customer. The Company recognizes revenues ~~over time by measuring the progress of occurrence of the media contents, toward complete satisfaction of the performance obligation~~.
Contract assets roll forward
Contract assets January 1, 2022 Additions Q1 2022 COGS FX Rate adj. March 31, 2022 Additions Q2 2022 COGS FX Rate adj. June 30, 2022

Media 2,758 2,835 (4,510 ) (50 ) 1,033 4,427 (3,586 ) (69 ) 1,806
Total $ 2,758 $ 2,835 $ (4,510 ) $ (50 ) $ 1,033 $ 4,427 $ (3,586 ) $ (69 ) $ 1,806
6. ~~Contract assets~~
~~As of September 30, 2021, contract assets amounted to $2,367~~ ~~are mainly composed of the LNPB audiovisual rights to broadcast the 390~~ ~~Serie B regular season games for the next three seasons. For those contracts entered with LNPB, the Company recorded $2,694~~ in ~~Cost of revenues~~ ~~for the three and nine months ended on September 30, 2021.~~
7. Prepaid and other current assets
Prepaid and other current assets consist of the following:
Prepaid and other current assets
June 30, December 31,
2022 2021
Prepaid $ 2,089 $ 1,449
Security Deposits for leasing vehicles 1,039 —
D&O Insurance Coverage 591 3,133
Other current assets 739 99
Total prepaid and other current assets $ 4,458 $ 4,681
Schedule of Prepaid and other current assets
September 30, December 31,
2021 2020
D&O Insurance Coverage $ 4,861 $ —
VAT 1,443 169
Prepaid 1,126 671
Other current assets 612 326
Total prepaid and other current assets $ 8,042 $ 1,166
~~D&O Insurance coverage is~~Security Deposits for leasing vehicles amounted to $1,039, which consisted of the following:
a) $678 deposit, paid in March 2022, in connection with a 12-month capital lease agreement covering approximately 3,000 eScooters for European markets, and;
b) $361 deposit, paid in May 2022, in connection with a 18-month capital lease agreement for 800 eScooters for US markets. This deposit will be refunded in May 2023 before the expiration of the agreement.
Refer to “Commitments and Contingencies” paragraph for further disclosures related to ~~a one-year agreement entered with a third party on August 12, 2021.~~the capital lease agreements.
8.7. Property, equipment and ~~equipment,~~vehicle deposits, net
Property and equipment consist of the following:
Property, Plant and Equipment
June 30, December 31,
2022 2021
Sharing electric vehicles $ 11,995 $ 9,348
Furniture, fixtures, equipment, computers, and software 2,384 2,195
Leasehold improvements 698 655
    Electric vehicle deposits 3,352 2,928
Total property, equipment and vehicle deposits, gross 18,429 15,126
Less: accumulated depreciation (7,195 ) (7,510 )
Total property, equipment and vehicle deposits, net $ 11,234 $ 7,616

Property and equipment
Estimated Useful Life September 30, December 30,
(in years) 2021 2020
Rental e-scooters 1-1.5 $ 7,084 $ 4,390
Rental e-bikes 2 401 703
Rental e-mopeds 4 453 —
Furniture, fixtures, and equipment 7-5 1,084 545
Computers and software 3 966 875
Leasehold improvements Note 1 679 81
Total property and equipment, gross 10,667 6,594
Less: accumulated depreciation (6,467 ) (2,871 )
Total property and equipment, net $ 4,200 $ 3,723
~~Note 1 — Leasehold improvements are amortized~~Depreciation expenses related to the leased assets amounted to $434 and $567 for the three and six months ended on ~~a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets.~~June 30, 2022, respectively.

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The ~~Company recorded in~~ ~~Cost of Revenues~~~~, a loss on disposal for Rental vehicles of $~~23 ~~and $261~~table below shows the Electric vehicle deposits roll-forward from January 1, 2022, to June 30, 2022. During the period January 1, 2021 – June 30, 2021, no activity occurred for the ~~three and nine months ended on September~~deposit account.
Schedule of Electric vehicle deposits
Advance to Suppliers January 1, 2022 Additions Reclassification in Sharing electric vehicles FX Rate adj. June 30, 2022

Mobility 2,928 3,090 (2,553 ) (113 ) 3,352
Total $ 2,928 $ 3,090 $ (2,553 ) $ (113 ) $ 3,352
8. Goodwill
The table below shows the Goodwill roll-forward from January 1, 2022, to June 30, ~~2021, and $185~~ ~~and $692~~ ~~for the three and nine months ended on September 30, 2020.~~2022.
Schedule of goodwill
Goodwill January 1, 2022 Additions Impairment FX rate Adj June 30, 2022

MiMoto Smart Mobility S.r.l. 10,696 —   —   (905 ) 9,791
Total $ 10,696 $ —   $ —   $ (905 ) $ 9,791
~~Depreciation expense was $1,531~~ ~~and $4,391~~ ~~for the three and nine months ended on September 30, 2021, and $528~~ ~~and $1,206~~ ~~for the three and nine months ended on September 30, 2020.~~
9. ~~Intangible~~Other assets ~~net~~
~~Intangible assets consist~~
Letter of Intent
On May 12, 2022, the Company entered into a Letter of Intent (“LOI”) with Wheels Labs, Inc. (“Wheels”) a Group operating in the micro-mobility industry. In connection with the LOI, the Company agreed to provide Wheels a deposit of $1 million. Wheels is only required to return that deposit if it fails to comply with certain covenants set out in the LOI, or if it fails to take all reasonable steps to effectuate the transaction that is the subject of the ~~following:~~Letter of Intent pursuant to its terms.
Intangible assets
September 30, December 31,
2021 2020
Government Relationships 1,831 —
Customer Relationships 869 —
Licenses 618 438
Other Intangible assets 50 44
Total Intangible assets, Gross $ 3,368 $ 482
Less: accumulated amortization (980 ) (315 )
Total Intangible assets, net $ 2,388 $ 167
~~Government relationships~~On June 20, 2022, the Company amended the original LOI. Based on the amended LOI, the Company will negotiate with Wheels on an exclusive basis, the terms and ~~customer relationships are related to the MiMoto acquisition, refer to~~ ~~Note 3. MiMoto Smart Mobility S.r.l. – Acquisition~~~~, for further information.~~
~~The following table summarizes the amortization expenses~~conditions for the ~~three~~acquisition of all of the outstanding capital stock of Wheels and ~~nine months ended on September 30, 2021,~~agreed to provide additional $1 million in July 2022 and ~~for~~$1 million in August 2022 as additional deposit. The Company did not pay the ~~three~~additional deposits due in July and ~~nine months ended on September 30, 2020.~~
summarizes the amortization expenses
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Cost of revenues $ 249 $ 75 $ 643 $ 199
Sales & marketing 72 —   146 —
General & administrative 2 1 6 2
Total Amortization expenses $ 323 $ 76 $ 795 $ 201
~~10.~~ ~~Other Assets~~August.
Other assets consist of the following:
Schedule of Other assets
June 30, December 31,
2022 2021
Letter of Intent $ 1,000 $ —
Other 539 1,212
Total other assets $ 1,539 $ 1,212
Other assets
September 30, December 31,
2021 2020
Security Deposit 1,106 418
Other 110 33
Total Other Assets $ 1,216 $ 451
~~11.~~ ~~Accrued expenses and other current liabilities~~
~~Accrued expenses and other current liabilities consist of the following:~~
Accrued expenses and other current liabilities
September 30, December 31,
2021 2020
Payroll Liabilities $ 2,447 $ 1,007
Other Miscellaneous Accruals 381 66
Total accrued expenses and other current liabilities $ 2,828 $ 1,073
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~~12.~~10. Liability warrants
The Company’s Warrants, classified as a liability, consisted of the following:
Schedule of Warrants, classified as a liability
September 30, December 31, June 30, December 31,
2021 2020 2022 2021
GRNV Sponsor Private Warrants $ 5,330 $ —   210 1,596
2020 Warrant Purchase Agreement —   6,439
Total Liability warrants $ 5,330 $ 6,439
Total liability warrants $ 210 $ 1,596

The tables below show the warrant liabilities roll-forward from January 1, 2021, to June 30, 2021, and from December 31, 2021, to June 30, 2022.
Schedule of liability warrants
Warrant liabilities January 1, 2021 Change in fair value
Exercise
(fair value)
June 30, 2021

2020 Warrant Purchase Agreement * 6,439 4,128 (10,567 ) —
Total $ 6,439 $ 4,128 $ (10,567 ) $ —
* On March 26, 2021, the investors exercised the 2020 Warrant Purchase Agreement and the Company issued 1,075,867 Class A Common Shares (considering the GRNV conversion ratio). No activity occurred during the period from March 31, 2021 to June 30, 2021.
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The table below ~~shows the impact on the statements of operations,~~ ~~Change~~show a cumulative change in fair value amounted to $1,386, of ~~warrant liability~~which $~~account, related~~945 has been recorded for the period from December 31, 2021, to ~~the Liability warrants~~March 31, 2022, and $441 for the three ~~and nine~~ months ended ~~September~~June 30, ~~2021, and September 20, 2020.~~2022.
Warrant liabilities December 31, 2021 Change in fair value
Exercise
(fair value)
June 30, 2022

GRNV Sponsor Private Warrants 1,596 (1,386 ) —   210
Total $ 1,596 $ (1,386 ) $ —   $ 210
Schedule of liability warrants
Three Months Ended September 30, Nine Months Ended September 30,
Change in fair value of warrant liability 2021 2020 2021 2020
2020 Warrant Purchase Agreement – converted on March 26, 2021 $ —   $ —   $ (4,127 ) $ —
2019 Warrant Purchase Agreement – converted on June 25, 2020 —   (1,702 ) —   (579 )
GRNV Sponsor Warrants (3,501 ) —   (3,501 ) —
GRNV Underwriter’s Warrants (4,537 ) —   (4,537 ) —
Total Change in fair value of warrant liability $ (8,038 ) (1,702 ) $ (12,165 ) $ (579 )
The following tables summarize the fair value hierarchy of the Company’s ~~warrants carried at fair value on a recurring basis as of September 30, 2021, and December 31, 2020. No~~ ~~Financial~~financial liabilities ~~net~~ ~~was~~ measured at fair value on a recurring basis as of ~~September~~June 30, ~~2021,~~2022, and December 31, ~~2020.~~2021.
fair value on a recurring
September 30, 2021
Fair Value Expected term Total Level 1 Level 2 Level 3
2020 Warrant Purchase Agreement $ 2.54 each 4.36 $ 5,330 —   —   $ 5,330
Total $ 5,330 $ —   $ —   $ 5,330
Fair Value, Liabilities Measured on Recurring Basis
June 30, 2022
Total Level 1 Level 2 Level 3
GRNV Sponsor Private Warrants $ 210 —   —   $ 210
Total $ 210 $ —   $ —   $ 210

December 31, 2020
Fair Value Expected term Total Level 1 Level 2 Level 3
2020 Warrant Purchase Agreement $ 26.19 each N/A $ 6,439 —   —   $ 6,439
Total $ 6,439 $ —   $ —   $ 6,439
~~GRNV Sponsor Private Warrants~~
December 31, 2021
Total Level 1 Level 2 Level 3
GRNV Sponsor Private Warrants $ 1,596 —   —   $ 1,596
Total $ 1,596 $ —   $ —   $ 1,596
~~The~~ ~~2,100,000~~ ~~GRNV Sponsor Private Warrants are identical to the Public Warrants (refer to~~ ~~Note 14. Common stock~~) underlying the Units sold in the GRNV Initial Public Offering and PIPE transaction. Additionally, the GRNV Sponsor 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 GRNV Sponsor Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the GRNV Sponsor Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
~~The GRNV Sponsor Private Warrants are accounted as liability in accordance with ASC 815-40 and categorized as Level 3 financial liabilities for the absence of an active market.~~ Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.
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GRNV ~~Underwriter~~Sponsor Private Warrants are accounted as liability and categorized as Level 3 financial liabilities for the absence of an active market.
~~The Company assumed the~~ ~~287,500~~ ~~GRNV Underwriter Private Warrants on August 12, 2021, as a result~~As of ~~the business combination with GRNV. On September 21,~~June 30, 2022, and December 31, 2021, the ~~investor exercised the~~ ~~287,500~~ ~~warrants on a cashless basis, and Helbiz issued~~ ~~165,290~~ ~~Class A Common Shares. The~~ fair ~~value~~values of each GRNV ~~Underwriter~~Sponsor Private ~~Warrants was estimated at September 21, 2021, to be $16.23, based on an expected term of~~ ~~3.17~~ ~~years. At exercise date, the Company recorded, as~~ ~~Other income (expense) —~~ ~~Change in fair value of warrant liability~~, ~~a loss~~Warrant amounted to $~~4,537~~0.10. and $0.76, respectively. The fair values were determined using the Black-Scholes option-pricing model with the following assumptions.
Assumptions used
June 30, December 31,
2022 2021
Remaining term (in years) 4.12 4.62
Expected volatility 90 % 40 %
Risk-free interest rate 3.00 % 1.2 %
Expected dividend yield 0   % 0   %
~~2020 Warrant Purchase Agreements (5% Warrants)~~
11. ~~On March 26, 2021, the investors converted the 2020 Warrant Purchase Agreement into~~ ~~232,141~~ ~~Common Shares. At conversion date, the Company recorded, as~~ ~~Other income (expense) —~~ ~~Change in fair value of warrant liability~~, $~~4,127~~ ~~on the condensed statement of operations for the nine months ended September 30, 2021. The Company calculated the fair value adjustment of the warrant based on PWERM estimated as of March 31, 2021.~~
~~13.~~ ~~Financial~~Current and Non-current financial liabilities and capital leases, net
The Company’s Financial liabilities consisted of the following:
Financial liabilities
Interest Rate Maturity Date June 30, 2022 December 31, 2021
2021 Convertible Debts amended 5 % 2022 16,488 30,291
2022 Convertible Debts 5 % 2023 ⁽²⁾ 10,081 —
Secured Long Term Loan 12.7 % 2023 14,245 13,679
Long Term Loan 4.5 % 2026 3,344 3,918
Long Term Loan 5.4 % 2024 1,561 2,054
Capital lease liability⁽¹⁾ N/A 2023 2,792 —
CEO Promissory Note (Related Party) 0 % 2022 380 —
Other financial liabilities Varies Varies 1,017 1,053
Total principal and accumulated interests 49,907 50,994
Total unamortized debt discounts and debt issuance costs (1,753 ) (7,464 )
Total financial liabilities and capital leases, net 48,154 43,530
Of which classified as Current financial liabilities and capital liabilities, net 30,597 25,473
Of which classified as Non-current financial Liabilities, net 17,557 18,057
Financial liabilities
Interest Rate Maturity Date 30-Sept-21 31-Dec-20
Current Non Current Current Non Current
Secured Long Term Loan, net (1) 12.7% 12/1/2023 —   12,838 —   —
Long Term Loan, net (1) (2) 4.5% 11/30/2026 535 3,259 —   3,941
Long Term Loan, net (1) (2) 5.4% 03/31/2024 807 1,359 —   —
Revolving Credit (1) 9.0% 3/15/2021 —   —   1,694 —
Promissory Notes (1) 18.0% 4/30/2021 —   —   587 —
Long Term Loan, net (1) (2) (3) 2.7% 8/31/2024 87 280 —   —
Promissory Notes (1) 8.05 8/31/2021 —   —   429 —
Long Term Loan, net (1) (2) (3) 2.4% 11/22/2025 74 391 —   —
Other Promissory Notes (1) 3.0% 12/31/2022 —   88 —   87
Long Term Loan, net (1) (2) (3) 3.5% 4/19/2022 82 —   —   —
Other Current financial debts N/A N/A 74 —   151 —
Total Financial liabilities, net 1,659 18,215 2,861 4,028
(1) ~~The amounts include principal~~Please refer to Commitments and ~~accumulated interests.~~Contingencies

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~~(2)~~ ~~The currency of those loans is Euro.~~
~~(3)~~ ~~Loans agreement entered by MiMoto Smart Mobility S.r.l. before the acquisition occurred on April 1, 2021.~~
The table below shows the impact on the statements of operations, Interest expense, net ~~account,~~and Loss on extinguishment of debts accounts, related to the financial liabilities for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 and ~~September~~June 30, ~~2020.~~2021.
Interest expenses
Schedule of Financial liabilities impacts on Statement of Operations

Three Months Ended June 30,

Six Months Ended June 30,

2022 2021 2022 2021
2021 Convertible Debts pre and post amendment 426 —   1,810 —
2022 Convertible Debts 384 —   384 —
Secured Long Term Loan 516 418 973 454
Other financial liabilities 185 148 325 610
Total Interest expenses, net 1,512 566 3,492 1,064

2021 Convertible Debts 2,065 —   2,065 —
Total Loss on extinguishment of debts 2,065 —   2,065 —

Schedule of financial liabilities

Three Months Ended
September 30,

Nine Months Ended
September 30

2021 2020 2021 2020
Secured Long Term Loan $ 438 —   $ 892 —
Promissory Notes 2 319 402 425
Long Term Loans 122 —   314 —
Revolving Credit —   31 28 91
Other Current financial debts —   22 —   71
Convertible Debts —   39 —   490
Total Interest expenses $ 562 411 $ 1,636 1,077
2021 Convertible Debts
Amendments
The three 2021 convertible notes are convertible by the Note Holder upon issuance. In accordance with the original agreement the conversion price will be the lower of a Fixed Conversion Price or 92.5% of the lowest daily volume-weighted average price (VWAP) 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.
On April 15, 2022, and on May 17, 2022, Helbiz amended certain terms of the 2021 Convertible Notes and related 1,000,000 Warrants previously issued under the 2021 SPA, see below the terms amended:
Schedule of Convertible Debts
Original Terms impacted Note-1 Note-2 Note-3 Warrant
Maturity Date October 12, 2022 October 22, 2022 November 11, 2022 N/A
Fixed Conversion Price $ 20.00 $ 20.00 $ 20.00 N/A
Floor Price $ 10.00 $ 8.25 $ 8.55 N/A
Strike Price N/A N/A N/A $ 20.00

Amended Terms Note-1 Note-2 Note-3 Warrant
Maturity Date December 31, 2022 December 31, 2022 December 31, 2022 N/A
Fixed Conversion Price $ 3.00 $ 3.00 $ 3.00 N/A
Floor Price $ 0.25 $ 0.25 $ 0.25 N/A
Strike Price N/A N/A N/A $ 3.00
Additionally, the parties also entered into a Guaranty Agreement and a Pledge Agreement as a result of the April 15, 2022 amendment.
Based on the new terms described above, the Company considered the April 15, 2022, amendment as an extinguishment of the original 2021 Convertible Notes. As a result, the net carrying value 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 (April 15, 2022). 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, amounted to $2,065 which represents the debt discounts on April 15, 2022, has been recorded in the statements of operations as Loss on extinguishment of debt.
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The Company analyzed the April 15, 2022 amendment of the exercise price of the 1,000,000 warrants issued to the 2021 Convertible Note Holder that had been classified as equity, in accordance with ASU 2021-04 which resulted in no impact on the interim financial statement ended June 30, 2022.
On April 15, 2022, all the Helbiz Inc. subsidiaries (“Guarantors”) entered into a Guaranty Agreement in favor of the Note Holder with respect to all the obligations Helbiz Inc owes to the Note Holder pursuant to the 2021 and 2022 Convertible Notes SPAs (refer below for further information regarding the 2022 Convertible Notes). The Guarantors, jointly and severally, guarantee to the Note Holder the full and unconditional payment when due, contained in the two SPAs. The Guarantors agree that after the occurrence of any default in the payment or performance of the obligations, the Guarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Note Holder to the Guarantors until the obligations shall have been paid in full.
On April 15, 2022, Salvatore Palella (Helbiz Inc CEO and majority shareholder) entered into a Pledge Agreement in favor of the Note Holder. The agreement grants the Note Holder a first priority security interest and pledge in at least $7,000,000 shares of Class B Common Stock that are owned by the CEO of the Company as security for the Company’s obligations under the 2021 and 2022 Convertible Notes SPAs.
ASU 2020-06
Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective approach, under this new guidance the BCF does not require bifurcation from the host liability. As a result, on January 1, 2022, the Company derecognized the BCF from the condensed combined balance sheet. In detail, the interest expense that arose from the amortization of the debt discount related to the BCF during 2021, amounted to $816, has been recognized as a cumulative adjustment to accumulated deficit at the transition date. Additionally, the remaining BCF debt discount balance at the transition date, amounted to $3,371 and the equity amount originally recorded at the issuance date $4,187 for the BCF, have been derecognized on the transition date.
Conversions
During the three months ended June 30, 2022, the Note Holder converted $7,516 (of which $7,354 as principal and $162 as accumulated interests) of the 2021 Convertible Notes into 7,242,626 Class A Common Shares.
During the six months ended June 30, 2022, the Note Holder converted $14,398 (of which $13,854 as principal and $544 as accumulated interests) of the 2021 Convertible Notes into 9,649,626 Class A Common Shares.
~~12.7% Secured Long Term Loan, net~~2022 Convertible Debts
On ~~March 23, 2021,~~April 15, 2022 (“closing date”), the Company entered into a $Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note Holder”), pursuant to the terms of the SPA, the Company received from the Note holder proceeds of $10 million and issued: ~~15,000~~ ~~secured term loan facility~~(i) 150,000 shares of Class A common stock as a commitment fee, (ii) 500,000 Warrants to buy 500,000 Class A common shares with an ~~institutional lender.~~ exercise price of $3.00 per share and a five-year expiration date, and (iii) two convertible notes with the following terms.
Schedule of Convertible Debts
Convertible Note-1 Convertible Note-2
Issuance date April 15, 2022 May 27, 2022
Maturity Date April 15, 2023 May 27, 2023
Principal $ 6,000,000 $ 4,000,000
Fixed Conversion Price $ 3.00 $ 3.00
Floor Price $ 0.25 $ 0.25
Interest rate 5.00% 5.00%
Default interest rate 15.00% 15.00%
The ~~loan agreement has a maturity~~two convertible notes are convertible by the Note Holder upon issuance. The conversion price will be lower of the Fixed Conversion Price or 92.5% of the lowest daily volume-weighted average price (“DVWAP”) of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, of ~~December 1, 2023, with a prepayment option for~~provided that the conversion price may not be less than the Floor Price.
Based on the SPA and the amendment that occurred on May 17, 2022, the Company ~~after 12 months. At inception, the company prepaid interests and an insurance~~is required to pay a redemption premium ~~for $2,783. As of September 30, 2021,~~in two circumstances: a) if the Company ~~accounted~~redeems the ~~loan as~~ ~~Non-Current Financial liabilities~~ ~~net~~convertible notes prior to maturity; or b) if 90 days after the issuance, the DVWAP is less than the Floor Price for ten trading days during a period of ~~intermediary fees and bank fees, and the $436~~ ~~and $890~~ ~~in interest expenses respectively for the three and nine months ended on September 30, 2021, as~~ ~~Interest expenses, net~~.
~~8% Promissory note, issued in 2021~~
~~On June 18, 2021, and July 1, 2021,~~15 consecutive trading days. In case event b) occurred the Company ~~entered into two unsecured promissory note agreements with~~is required to make monthly payments which shall be in an ~~Helbiz shareholder for cumulative proceeds of $5,000~~. ~~On August 12, 2021,~~amount equal to the ~~Company consummated the business combination with GRNV and concurrently settle the $5,000~~ ~~debt through the issuance of~~ ~~500,000~~ ~~GreenVision PIPE units.~~ ~~The interest expenses recorded for the three and nine months ended on September 30, 2021 are immaterial.~~
~~0% CEO Promissory notes – Related Party~~
~~During May and June 2021, Helbiz Chief Executive Officer, has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $2,010~~ ~~through Promissory Notes. The loan notes are payable on the earlier~~sum of (i) the ~~day~~principal amount outstanding divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. The Company obligation to make monthly payments cease if the Company reduces the Floor Price. The reduced Floor Price shall be equal to no more than 80% of the ~~completion of the business combination between Helbiz and GRNV, (ii) August 19, 2021, or (iii) completion of a capital raise in either form of debt or equity of a minimum of $5,000~~.
~~On August 16, 2021, the Company repaid the principal of the~~ 0~~% CEO Promissory Notes.~~
~~4.5% Long-term loan, net~~
~~On November 5, 2020, the Company obtained a loan for Euro~~ ~~3,500~~ through its wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of December 31, 2020, the Company accounted the loan as ~~Non-Current Financial liabilities~~ ~~net of intermediary fees and bank fees. As of September 30, 2021, the Company accounted the loan between~~ ~~Current~~ ~~and~~ ~~Non-Current Financial liabilities~~ ~~based~~Closing Bid Price on the ~~repayment terms; during the three and nine months ended September 30, 2021, no repayment of the principal has been made. As a result, the decrease of the net carrying value is mainly related~~Trading Day immediately prior to ~~the change in the currency rate as of September 30, 2021, and December 31, 2020.~~
~~The Company recorded respectively $~~69 ~~and $202~~ ~~in interest expenses for the three and nine months ended on September 30, 2021, as~~ ~~Interest expenses, net~~.
~~5.4% Long-term loan, net~~
~~On March 15, 2021, the Company obtained a loan for Euro~~ ~~2,000~~ through its wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of September 30, 2021, the Company accounted the loan between ~~Current~~ ~~and~~ ~~Non-Current Financial liabilities~~ ~~based on the repayment terms; during the three and nine months ended September 30, 2021 no repayment of the principal has been made.~~
~~The Company recorded respectively $102~~ ~~and $~~50 ~~in interest expenses for the three and nine months ended on September 30, 2021, as~~ ~~Interest expenses, net~~.
~~2.75% Long-term loan, net – MiMoto financial liability~~
~~On May 31, 2018, MiMoto obtained a loan for Euro~~ ~~450~~ from an Italian bank. The loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, the Company assumed the fair value of the loan amounted to Euro ~~316, approximately $372~~. No repayment of the principal has been made by the Company during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.such Reset Notice.

19
16

~~2.4% Long-term loan, net – MiMoto financial liability~~
~~On May 21, 2020, MiMoto entered in a loan agreement with an Italian bank, for Euro~~ ~~400. The loan is guaranteed by~~At the ~~Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021,~~issuance dates of the Convertible Notes, the Company ~~assumed~~separated the ~~MiMoto financial~~Convertible Notes into a liability ~~amounted to Euro~~ ~~400, approximately $472. No repayment~~and equity components. In detail, at the issuance of the ~~principal has been made by~~convertible notes, the Company ~~during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.~~
~~3.5 % Long-term loan, net – MiMoto financial liability~~
~~On October 17, 2017, MiMoto obtained a loan for Euro~~ ~~200~~ ~~with an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, the Company assumed~~determined the fair value ~~of the loan amounted to Euro~~ 65~~, approximately $~~76. No repayment of the principal has been made by the Company during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
~~8% Promissory Notes, issued in 2020~~
~~On March 4, 2020, and on April 3, 2020, the Company entered into two~~ 8~~% unsecured promissory note agreements for cumulative proceeds of $400. The Company recorded respectively $~~1 ~~and $~~17 ~~in interest expenses for the three and nine months ended on September 30, 2021, as~~ ~~Interest expenses, net~~.
~~On August 26, 2021, the Company fully repaid the two~~ 8~~% unsecured promissory notes.~~
~~Revolving Credit~~
In March 2018, the Company entered into an unsecured Senior Revolving Credit Agreement (the “Revolving Credit”). On March 24, 2021, the Company re-paid the Revolving Credit and the accumulated interests.
~~18% Promissory Notes~~
~~On May 25, 2020, the Company entered into two~~ 18~~% promissory note agreements. The two promissory notes have a cumulative principal of $2,000. On March 24, 2021, the Company early re-paid the remaining outstanding balance, including accumulated interests.~~
~~14.~~ ~~Common Stock~~
~~As of September 30, 2021, the Company’s charter authorized the issuance of up to~~ ~~285,774,102~~ ~~of Class A common shares of common stock at $0.0001~~ ~~par value per share,~~ ~~14,225,898~~ ~~of Class B common shares 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.~~
Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. At the Closing Date, an aggregate of 1,600,000 shares of Helbiz Class B common stock issuable to the Helbiz CEO and Founder, Salvatore Palella, were deposited into a third-party escrow account to serve as Helbiz’s exclusive security for the Founder’s obligation to indemnify Helbiz under the Merger Agreement. The survival period for such indemnification is 12 months.
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~~Public Warrants~~
~~As of September 30, 2021, the Public Warrants outstanding are~~ ~~8,400,000~~ ~~with a strike price of $11.50~~ ~~and they became exercisable on~~ ~~August 12, 2021~~. On September 23, 2021, the Public Warrants became exercisable for cash by the effectiveness of a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants.
~~The Public Warrants will expire five~~ 5 ~~years from the consummation of a Business Combination or earlier upon redemption or liquidation.~~
~~The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01~~ ~~per warrant:~~of:
●(i) ~~at any time while~~500,000 warrants issued. The fair value of each warrant was $1.34, and it is based on the ~~warrants are exercisable,~~following assumptions: risk free rate 2.79%, volatility 60% and remaining term 5.00 years;
●(ii) ~~upon not less than 30 days’ prior written notice~~150,000 commitment shares issued. The fair value of ~~redemption to~~ each ~~warrant holder,~~share was $2.66, based on the closing price of Company’s common stock at the issuance date; and
●(iii) ~~if, and only if, the reported last sale price of the Class A shares of common stock equals or exceeds~~convertible notes fair value has been approximated with their principal amount, $~~18.00~~10 ~~per share, for any 20 trading days within a 30-trading day period ending on the third business day prior~~million due 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.short term.
IfThe Company allocated the gross proceeds between the Convertible Note - classified as Current liability - and the warrants - classified as equity component with no subsequent re-measurement - based upon their relative fair values. Additionally, the Company ~~calls~~recorded 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 and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend 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.
~~15.~~ ~~Share based compensation~~
~~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. The entire 2020 Plan has been granted by previously hired employees, officers, and directors. Starting from April 1~~^st ~~2021, Portion of the plan become vested. On August 12, 2021, the 2020 Plan has been assumed by GRNV and converted into~~ ~~7,409,701~~ ~~options to acquire shares of GRNV’s Class A Common Shares.~~
~~The table shows further details regarding the 2020 Plan as of December 31, 2020, and September 30, 2021, considering a retroactive application of the conversion ratio.~~
Schedule of Equity Incentive Plan
Number of
Options
under the
2020 Plan Strike
Price Number of
Options
granted Number of
Options
vested Number of
Options
unvested
2020 Plan, as of December 31, 2020 7,415,262 $ 2.16 7,409,701 0 7,409,701
2020 Plan, as of September 30, 2021 7,415,262 2.16 7,400,362 4,195,996 3,204,367
~~The Company recorded stock-based compensation expenses in the consolidated statements of operations for the three and nine months ended September 30, 2021, and September 30, 2020, as follows.~~
Schedule of stock-based compensation expenses

Three months ended
September 30,

Nine months ended
September 30,

2021 2020 2021 2020
Cost of revenue $ 5 12 $ 22 $ 24
Research and development 67 236 372 472
Sales and marketing 47 170 261 340
General and administrative 324 1,170 1,818 2,340
Total stock-based compensation expense for the 2020 Plan $ 443 1,588 $ 2,473 $ 3,176
~~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 common stock to its CEO and Founder, Salvatore Palella. 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 the IPO price. The Company considers August 12, 2021, as the Grant Date of the 2020 CEO Performance Award.
~~The table shows further details regarding the 2020 CEO Performance Award as of September 30, 2021.~~
Schedule of performance Award
Number of
Options
under the
plan Strike
Price Number of
Options
granted Number of
Options
vested Number of
Options
unvested
CEO Performance Award as of September 30, 2021.
*600,000
   $ 8.14 600,000 0 600,000

* ~~The~~ ~~600,000 options are divided in 20 different tranches composed by 30,000 options each.~~
~~The 2020 CEO Performance Awards vests upon the satisfaction of the market conditions. In detail, the market conditions will be satisfied in 20 different tranches, with each~~following debt discounts 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 Class A common shares.~~Convertible notes:
The Company evaluated the fair value of each tranche of the award incorporating all aspects of the terms and conditions, probability of vesting, and the derived service period at the date of grant. In detail, the Company estimated the fair value of each tranche using a Monte Carlo simulation and the following assumptions.
~~Schedule of Monte Carlo assumptions.~~
August 12,
2021 – Grant Date
~~Expected volatility~~ ~~66.8~~a) %
~~Expected return (risk-free rate)~~ ~~0.82~~ %
~~Time to maturity in years~~ 20~~.00~~
~~Trading days per year~~ ~~251~~
Based on the above, the cumulative fair value of the 20 tranches of the awards was estimated at the date of grant, to be $3,586. In detail, the weighted-average period over which compensation will be recorded and the weighted-average fair value resulted from the Monte Carlo simulation were 10.75 years and $5.98, respectively; considering that the highest market milestone has a derived service period of 17.54 years.
As a result, the Company calculated the fair value of each tranche and the related compensation costs will be recorded on a straight-line basis between the grant date and the estimated vesting date of each tranche.
The ~~Company recorded stock-based compensation expenses for the 20 tranches amounted to $~~55 ~~in the~~ ~~General and administrative~~ ~~account,~~ ~~for the three and nine months ended September 30, 2021.~~
~~Stock Options granted to the independent board members~~
~~On August 12, 2021, the Company issued options to purchase its common stock to its independent board members: Lee Stern, Guy Adami and~~ ~~Kimberly Wilford. The Company reserved~~ ~~225,000~~ ~~shares of the Company’s common stock for issuance under those agreements. Based on the three agreements, nonqualified stock options are granted at $8.14~~ ~~(closing price on August 12, 2021). The service condition is satisfied over a period of one year, and the options will vest in equal amount of~~ ~~56,250~~ ~~on a quarterly basis.~~
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~~The fair value of the stock option assigned to the three independent board members was estimated at August 12, 2021, to be $1.55, using the modified Black-Scholes option pricing model and the following assumptions:~~
~~Schedule of~~ fair value of the ~~stock option~~150,000 commitment shares, amounted to $399. It represents an equity component recorded at closing date with no subsequent re-measurement; and
August 12,
2021 – Grant Date
~~Expected volatility~~ ~~66.8~~b) %Issuance costs related to legal fees, amounted to $451
($~~Risk-free interest rate~~155 cash and $~~0.10~~296 % issuance of common shares).
~~Expected term (years)~~ 1~~.00~~
The ~~Company recorded stock-based compensation expenses amounted to $~~47 indifference between the ~~General and administrative~~ ~~account,~~ ~~for the three and nine months ended September 30, 2021,~~ 0 ~~compensation costs have been recorded for the three and nine months ended September 30, 2020.~~
~~Common Shares issued in exchange of services received~~
~~During the nine months ended September 30, 2021, and September 30, 2020, the Company issued~~ ~~396,226~~ ~~and~~ ~~66,186~~ ~~Class A Common Shares to Company’s vendors, respectively; in exchange for services rendered to the Company, the number of common shares issued have been adjusted~~ ~~considering a retroactive application~~principal amounts of the ~~conversion ratio~~.
~~A portion~~Convertible Notes and the liability components ("debt discount") is amortized to interest expense over the contractual term of the ~~Common Shares issued during the first nine months of 2021 and 2020 —~~notes.
12. ~~5,720~~ ~~and~~ ~~52,574~~ Common Shares, respectively — are related to a financial advisor for services rendered in conjunction with private placements. The Company allocated the fair value of the Common Shares issued to the Placement Agent, as discount of the gross proceeds received for the private placement transaction. During the nine months ended September 30, 2021, and September 30, 2020, Placement Agent fees paid by Common Shares are $34 ~~and $177, respectively and they were recorded as reduction of Sales of Common Shares.~~
~~The remaining~~ ~~388,472~~ ~~Common Shares issued during the first nine months of 2021 and the~~ ~~13,162~~ issued during the first nine months of 2020 have been issued to Company’s lawyers, financial advisors, marketing and communication consultants. The Company recorded those stock-based compensation expenses to those consultants in the condensed consolidated statements of operations, based on their fair value as below.
stock-based compensation expenses

Three months ended
September 30,

Nine months ended
September 30,

2021 2020 2021 2020
Sales and marketing 1,160 —   1,160 65
General and administrative 2,599 —   2,697 —
Total stock-based compensation expense for services received $ 3,759 —   $ 3,857 $ 65
~~16.~~Commitments and Contingencies
Leases
The Company entered into various non-cancellable operating lease agreements for office facilities, ~~Permit and brand~~e-mopeds leases, corporate vehicles’ licensing, and corporate housing entered into by the Company with lease periods expiring through ~~2023.~~2024. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. ~~Rent expense under these agreements is recognized on a straight-line basis.~~
~~Future annual minimum lease payments as of September 30, 2021, are as follows:~~
minimum lease payments
Amount
Year ending December 31:
Remainder of 2021 $ 1,418
2022 1,520
2023 508
Thereafter 34
Total $ 3,479
~~Rent expense under operating leases was $663~~ ~~and $1,782~~ ~~for the three and nine months ended on September 30, 2021, and $339~~ ~~and $877~~ ~~for the three and nine months ended on September 30, 2020.~~ The terms of the leases provide for ~~rental~~ payments on a monthly basis and sometimes on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Lease expenses under operating leases were $746 and $1,484 for the three and six months ended on June 30, 2022, respectively; and $657 and $1,119 for the three and six months ended on June 30, 2021, respectively.
Additionally, the Company entered into various non-cancellable capital lease agreements for 3,750 eScooters and R&D equipment with financial institutions. The capital lease agreements included within Financial liabilities on the condensed consolidated balance sheet as of June 30, 2022 amounted to $2,792, of which $2,649 is related to the 3,750 eScooters and $143 is related to the R&D equipment. The capital lease agreements for the 3,750 eScooters have a duration between 12 to 18 months while the R&D equipment agreement has a duration of 36 months. The eScooters/R&D equipment under the lease are collateral for the lease obligations and are included within property, plant and equipment on the condensed consolidated balance sheet as of June 30, 2022 (Refer to Note. 7 Property, equipment and deposits, net for further information).
Lease expenses under capital leases were accounted as interest expenses for $83 and $112 for the three and six months ended on June 30, 2022, respectively.
Lease expenses under capital leases
Operating leases Capital leases
Year ending December 31:
2022 895 2,193
2023 588 777
2024 124 60
Thereafter 41 15
Total minimum lease payments 1,648 3,045
Less: Amounts representing interest not yet incurred 252
Present value of capital lease obligations 2,792
Less: Current portion 2,701
Long-term portion of capital lease obligations 91
Litigation
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. There are currently no material legal proceedings against the Company, and the Company is not aware of investigations being conducted by a governmental entity into the Company. The Company does not disclose litigation with a remote possibility of an unfavorable outcome.
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13. Share based compensation expenses
~~Helbiz Live~~
~~In August 2021~~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, ~~launched Helbiz Live, its streaming media content offering, in conjunction with~~for third-party consultants. The following table summarizes total stock-based compensation expense by account for the ~~beginning of the 2021-2022 season of the Italian Serie B soccer league.~~three and six months ended June 30, 2022, and 2021.
Schedule of stock-based compensation expenses
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Cost of revenue 2 5 12 17
Research and development 34 71 98 307
Sales and marketing 161 47 343 214
General and administrative 804 423 1,799 1,593
Total Share based compensation expenses, net 1,001 546 2,252 2,131
Of which related to shares to consultants not issued and adjustments for shares price at issuance 224 —   304 —
~~In connection with the launch of Helbiz Live, Helbiz will bear the following payments:~~

Schedule Helbiz payments
Amount
Year ending December 31:
Remainder of 2021 $ 5,246
2022 16,841
2023 17,085
Thereafter 8,833
Total $ 48,005
~~17.~~ 14. Net Loss Per Share
~~Net income (loss) per share is computed by dividing net loss by the weighted-average number of shares of common stock~~- Dilutive outstanding ~~during the period. As a result of the business combination, the Company has retroactively adjusted the weighted-average number of~~ shares ~~of common stock outstanding for all periods presented prior to August 12, 2021, by multiplying them by the Conversion Ratio used to determine the number of common shares into which they converted.~~
~~The following table sets forth the computation of basic and diluted net loss per share.~~
Schedule of basic and diluted net loss per share.

Three months ended
September 30,

Nine months ended
September 30,

2021 2020 2021 2020
Net loss adjusted for Deemed Dividends and Deemed Dividends equivalents $ (28,734 ) (5,690 ) $ (51,035 ) $ (15,564 )
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 26,265,400 19,923,107 23,511,764 17,785,025
Net loss per share attributable to common stockholders, basic and diluted $ (1.09 ) (0.29 ) $ (2.17 ) $ (0.88 )
The following potentially dilutive outstanding shares (considering a retroactive application of the conversion ratio) were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.
Schedule of dilutive outstanding shares

Three months ended
September 30,

Nine months ended
September 30,

Three months ended
June 30,

Six months ended
June 30,

2021 2020 2021 2020 2022 2021 2022 2021
2020 Stock Option Plan 7,400,362 7,409,701 7,400,362 7,409,701
2020 Equity Incentive Plan 7,354,869 7,409,701 7,354,869 7,409,701
Public Warrants 8,400,000 —   8,400,000 —   7,736,416 —   7,736,416 —
Convertible Notes * 43,219,831 —   43,219,831 —
Convertible Notes Warrants 1,500,000 —   1,500,000 —
GRNV Sponsor Private Warrants 2,100,000 —   2,100,000 —   2,100,000 —   2,100,000 —
Class B Common Shares - Held in escrow for indemnification purpose 1,600,000 —   1,600,000 —   1,600,000 —   1,600,000 —
2020 CEO Performance Award 600,000 600,000 600,000 600,000 600,000 600,000 600,000 600,000
Stock Options granted by the independent board members 225,000 —   225,000 —
Convertible Preferred Stock Series B (1) —   1,313,753 —   1,313,753
Vienna Warrants (2) —   95,921 —   95,921
Series A Warrants (3) —   192,468 —   192,468
Other Liability Warrants (4) —   175,088 —   175,088
Equity Warrants —   479,916 —   479,916
2021 Omnibus Plan 368,750 —   368,750 —
Common Stocks to be issued outside equity incentive Plans 155,620 —   155,620 —
Convertible Preferred Stock Series B —   1,313,753 —   1,313,753
Equity Award for Non-employees with Performance condition not satisfied —   162,302 —   162,302 343,419 —   343,419
Total number of Common Shares not included in the EPS Basic and diluted 20,325,362 10,429,149 20,325,362 10,429,149 64,635,486 9,666,873 64,635,486 9,666,873

23
* ~~(1)~~ The number of Common Shares presented is based on the ~~actual number~~principal plus accumulated interests outstanding as of ~~Common Shares issued for the conversion of 453 Convertible Preferred Stock Series B, on August 12, 2021.~~
~~(2)~~ ~~The number of Common Shares presented is based on the actual number of Common Shares issued for the early exercise~~6.30.2022 divided by $0.61 (92.5% of the ~~Vienna Warrants, on December 12, 2020, and converted on August 12, 2021.~~
~~(3)~~ ~~The number of Common Shares presented is composed by: (i) 103,638 Common Shares issued on December 12, 2020, for the early exercise of a portion~~lowest DVWAP of the ~~Series~~Class A ~~Warrants outstanding and converted on August 12, 2021, and (ii) 88,830~~ Common ~~Shares represents an estimate of~~Stock during the ~~Company.~~five consecutive trading days immediately preceding 6.30.22)
~~(4)~~ The number of Common Shares presented is based on the actual number of Common Shares issued for the early conversion of those liability warrants, on December 12, 2020, and converted on August 12, 2021.
~~18.~~ ~~Segment and geographic information~~
We determine our operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance.
~~As of September 30, 2021, the Company has three operating and reportable segments, of which one named Helbiz Kitchen is considered not material and included in All Other.~~
~~Segment~~ ~~Description~~
~~Mobility~~ ~~Mobility 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.~~
~~Live~~ Contents offerings allow consumer to watch live events on the App Helbiz Live. Live segment also includes business related to the commercialization and distribution of media contents to third-parties, such as media communication operators.
~~All Other~~ ~~All Other are mainly related to delivery offerings and a licensing agreement.~~
24
18

~~For~~15. Segment and geographic information ~~about how our reportable segments derive revenue, refer to~~ ~~Note 5 – Revenue recognition~~. 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:~~operations.
Schedule of segment Revenue and Cost of revenue

Three Months Ended
September 30,

Nine Months Ended
September 30,

Three Months Ended
June 30,

Six Months Ended
June 30,

2021 2020 2021 2020 2022 2021 2022 2021
Revenue
Mobility 3,890 2,013 7,888 2,671 2,716 2,982 4,293 3,997
Live 760 —   760 —   1,489 —   3,145 —
All Other 52 —   52 205 153 —   232 —
Total revenues $ 4,702 $ 2,013 $ 8,700 $ 2,876
Total Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997

Cost of revenue
Mobility (6,438 ) (2,235 ) (16,920 ) (4,806 ) (5,019 ) (6,073 ) (9,657 ) (10,577 )
Live (2,732 ) —   (2,732 ) —   (4,675 ) —   (10,950 ) —
All Other (562 ) —   (562 ) —   (574 ) —   (999 ) —
Total Cost of revenue $ (9,844 ) $ (2,235 ) $ (20,421 ) $ (4,806 ) $ (10,267 ) $ (6,073 ) $ (21,606 ) $ (10,577 )

Reconciling Items:
General and administrative (6,436 ) (2,638 ) (13,115 ) (6,592 )
Sales and marketing (3,415 ) (1,275 ) (6,013 ) (2,408 )
Research and development (853 ) (441 ) (2,017 ) (1,031 ) (638 ) (588 ) (1,382 ) (1,164 )
Sales and marketing (4,374 ) (1,717 ) (6,782 ) (3,298 )
General and administrative (9,298 ) (3,237 ) (15,891 ) (6,891 )
Loss from operations $ (19,668 ) $ (5,618 ) $ (36,411 ) $ (13,150 ) $ (16,398 ) $ (7,592 ) $ (34,447 ) $ (16,744 )
Revenue by geography is based on where ~~the~~a trip was completed, or media content occurred. The following table set forth revenue by geographic area for the three and ~~nine~~six months ended ~~September~~June 30, 2022, and 2021.
Schedule of Revenue by geography

Three Months Ended
September 30,

Nine Months Ended
September 30,

Three Months Ended
June 30,

Six Months Ended
June 30,

2021 2020 2021 2020 2022 2021 2022 2021
Revenue
Italy 3,660 1,958 6,342 2,575 3,709 2,031 6,661 2,681
United States 1,042 55 2,358 96 649 951 1,009 1,316
All other countries —   —   —   205 —   —   —   —
Total revenues $ 4,702 $ 2,013 $ 8,700 $ 2,876
Total Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997

Long-lived assets, net includes property and equipment, intangible assets, goodwill, and other assets. The following table set forth long-lived assets, net by geographic area as of ~~September~~June 30, ~~2021~~2022, and December 31, ~~2020.~~2021.

Schedule of intangible assets, goodwill and other assets
September 30, December 31, June 30, December 31,
Non-Current Assets 2021 2020 2022 2021
Italy $ 16,946 $ 2,785 $ 16,480 $ 17,905
United States 1,426 1,446 7,402 3,337
All other countries 139 110 176 184
Total accrued expenses and other current liabilities $ 18,511 $ 4,341
Total Non-Current Assets $ 24,058 $ 21,426
~~19.~~16. Related Party Transactions
During ~~May and~~the six months ended June ~~2021~~,30, 2022, our majority shareholder and ~~sole director~~CEO has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $~~2,010~~380 through two Promissory Notes.~~On August 16, 2021, the Company repaid the principal of the 0% CEO Promissory Notes.~~
~~During the period ended September 30, 2020, our majority shareholder and sole director repaid $1,042~~ ~~of a loan that we made to him. Our majority shareholder and sole director completely settled all amounts that he owed to us during 2020.~~

25
19

~~20.~~17. Subsequent Events
~~The Company has determined, for recognition or disclosure in these financial statements, the following material subsequent events.~~
~~Exercise of Public Warrants~~2021 Convertible Debts, conversion into Common Shares
~~During~~From July 1, 2022, to the ~~month~~date of ~~October~~this prospectus, the Note Holder converted $4.6 million (including $0.4 million of interests) of the 2021 Convertible Notes into ~~663,419~~9,694,902 ~~Public Warrants have been exercised and converted into 633,419~~of Class A Common ~~Shares for cumulative gross proceeds deposited into Helbiz bank accounts of $7,629~~.Shares.
CEO Promissory notes, conversion into Common Shares
On July 20, 2022, the Company’s majority shareholder and CEO converted $0.2 million of its Promissory Notes into 327,425 of Class A Common Shares.
Issuance of Note
On July 11, 2022, the Company issued a note to an investor in exchange for 2 million Euro (approximately $2 million). The note carries 6.75% interest and mature in July 2027. The Company can redeem the note after December 15, 2023.
Issuance of Convertible Notes
On ~~October 12, 2021,~~August 9, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note holder”), pursuant to the terms of the SPA, the Company issued to the Note holder ~~the followings: (i)~~ 1~~50,000~~ ~~shares of Class A common stock as~~ a ~~commitment fee, (ii) a first~~ convertible note in the principal amount of $153 ~~million, (iii)~~ ~~1,000,000~~ ~~Warrants to buy~~ ~~1,000,000~~ ~~Class A common shares with an exercise price of $20.00~~ ~~per share, (iv) a second convertible in the principal amount of $10 million, issued on October 27, 2021, and (v) a third convertible note in the principal amount of $~~5 ~~million, issued on November 12, 2021. In exchange for the issuances of the commitment Shares, the three~~million. The convertible notes ~~and the warrants, we received from the Note holder proceeds of $~~30 ~~million.~~
~~Each of the three convertible note matures~~mature on the one-year anniversary date of ~~the~~their issuance ~~of such convertible note~~ and bears interest at a rate of 5% per annum. In case of an event of default under the convertible notes, the interest rate increases to 15%15% per annum.
Additionally, the Company is required to pay a redemption premium in two circumstances: (i) if Helbiz redeems the convertible notes prior to maturity, the Company must pay a redemption fee equal to 10%The conversion terms and conditions of the ~~principal amount being redeemed thereafter. Alternatively,~~Convertible note are the ~~Company is required to start making monthly payments if 90 days after the issuance of a Note the daily volume-weighted average is less than $10.00~~same agreed for ten trading days during a period of 15 consecutive trading days (the “Triggering Date”). Each monthly payment shall be in an amount equal to the sum of (i) the principal amount outstanding as of the Triggering Date divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% of such principal amount2021 and (iii) accrued and unpaid interest hereunder as of each payment date. Under certain circumstances, such payments after a Triggering Date may no longer be required. The maximum value of the redemption premium is $~~3,000,000~~.2022 Convertible Notes.

26
20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with its consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to its plans and strategy for its business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding 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 the financial results of Helbiz, Inc., for the three and six months ended ~~September~~June 30, ~~2021,~~2022, and ~~2020, for the nine months ended September 30, 2021, and 2020 and the year ended December 31, 2020.~~2021. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refers to Helbiz and its affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.
Overview
Helbiz, Inc. (and with its subsidiaries, where applicable, “Helbiz” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarter in New York, New York. We are an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible and sustainable forms of personal transportation, specifically addressing first and last mile transport.
Founded on a proprietary technology ~~platform,~~platforms, the Company’s core business is the offering of electric scooters bikes and mopeds in the sharing environment. Through its Mobility App, we offer ~~a sharing economy~~an intra-urban transportation solution that allows users to instantly rent electric vehicles directly from our mobile application. We currently have a strategic footprint in growing markets with offices in New York, Milan, Belgrade and Singapore, with additional operational teams around the world.vehicles. We currently have electric vehicles operating in the United States and Europe.
~~During~~Starting from the second half of 2021, we ~~decided to enter into a new~~expanded our product offerings through two other business ~~line:~~lines: (i) the acquisition, commercialization and distribution of media contents including live sport ~~events. We developed a new app, Helbiz Live, which is a separate app from the micro-mobility platform. Starting from August 2021, we have broadcasted~~events such as the Italian Serie B Soccer ~~League in~~League. This revenue stream is supported by Helbiz Live App, which is separated from the ~~United States, Italy~~Mobility App, and ~~Serbia as well as other contents.~~
~~During 2021,~~ ~~we decided to expand our product offering,~~(ii) food delivery services through ~~our wholly-owned Italian subsidiary, Helbiz Kitchen Italia S.r.l. In July 2021, we launched~~ a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals, in Milan. The service is fully integrated in the ~~micro-mobility platform.~~
~~Business Combination and Organization~~
On August 12, 2021 (the “Closing Date”), we consummated a business combination as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated February 8, 2021, by and among GreenVision Acquisition Corp. (“GRNV”), GreenVision Merger Sub, Inc., a wholly owned subsidiary of GRNV (“Merger Sub”), Helbiz Holdings Inc. (known as Helbiz, Inc. prior August 12, 2021) and Salvatore Palella (as representative of the shareholders of Helbiz Holdings Inc.). The Merger Agreement provided for the acquisition of Helbiz Holdings Inc. by GRNV pursuant to the merger of Merger Sub with and into Helbiz Holdings Inc. (the “Business Combination”), with Helbiz Holdings Inc. continuing as the surviving entity and a wholly owned subsidiary of GRNV. On the Closing Date, and in connection with the closing of the Merger Agreement, GRNV changed its name to Helbiz, Inc.
In connection with the execution of the Merger Agreement, GRNV entered into subscription agreements (the “Subscription Agreements”) and registration rights agreements (the “PIPE Registration Rights Agreements”), with certain institutional and accredited investors some of whom transferred their obligations to additional institutional and accredited investors that entered into additional Subscription Agreements (collectively, the “PIPE Investors”). The PIPE Investors collectively subscribed for an aggregate 2,650,000 GRNV units at $10.00 per unit, with each unit consisting of one share of Class A Common Stock and a warrant to purchase one share of Class A Common Stock exercisable at $11.50, for aggregate gross proceeds of $26.5 million (the “PIPE Investment”), of which $5 million was in the form of cancelation of Helbiz Holdings Inc. promissory notes. Under the terms of the Merger Agreement, the PIPE Investment was to be for a minimum of $30 million, but the parties to the Merger Agreement waived that closing condition. The PIPE Investment was consummated substantially concurrently with the Closing.
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On the Closing Date, each Helbiz Holdings share issued and outstanding immediately prior to the business combination date was canceled and automatically converted into the right to receive 4.63 (the “conversion ratio”) GRNV shares of the respective class. Each outstanding Helbiz Holdings option was assumed by GRNV and automatically converted into an option to purchase such number of shares of Class A Common Stock equal to the product of (i) 4.63 and (ii) the option holder’s Helbiz Holdings options. Based on the conversion ratio, GRNV exchanged all of the 5,285,887 outstanding Helbiz Holdings shares for (i) 10,271,750 shares of GRNV’s Class A Common Stock and 14,225,898 shares of GRNV’s Class B Common Stock, each based on a price of $10.00 per share. Additionally, GRNV assumed all the 1,598,800 Helbiz Holdings outstanding options converted into 7,409,701 options to acquire shares of GRNV’s Class A Common Stock.
~~MiMoto Smart~~ Mobility ~~S.r.l. – Acquisition~~App.
On April 1, 2021, we acquired 100% of the equity interest of MiMoto Smart Mobility S.r.l. (“MiMoto”), a dockless e-moped sharing private company based in Milan, Italy. MiMoto represents an expansion in the mobility business; in detail, it allows us to enter into the e-mopeds sharing business. The acquisition of MiMoto has been accounted for as a business combination. The purchase price of $12,544 (paid in 1,057,740 shares of our common stock assuming a retroactive application of the conversion ratio, and $2,155 in cash).
The MiMoto purchase price has been preliminary allocated as follows: $1,870 to government relationship, $887 to customer relationship, $664 to assets acquired and $1,848 to liabilities assumed based on their estimated fair value on the acquisition date, and the excess of $10,971 of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill is primarily attributable to the expected synergies and monetization opportunities arising from the acquisition, including the ability to obtain further licenses in the electric sharing environment and gain efficiencies with the use of MiMoto’s know-how, technology and existing processes. Government relationships and Customer relationships accounted as Intangible Assets are amortized on a straight-line basis over their estimated useful life, ~~3 years.~~ Government relationships represent the operating e-mopeds sharing agreements with municipalities, entered by MiMoto in previous years. Customer relationships represent the customer based owned by MiMoto through its platform.
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Mobility - Key Financial Measures and Indicators
Quarterly Active Platform Users.    We define QAPUs as the number of unique users who completed a ride on our platform at least once in three months. While a unique user can use multiple product offerings on our platform in a given quarter, that unique user is counted as only one QAPU. We use QAPUs 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.

21
Trips.    We define Trips as the number of completed rides in a given period. 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 scale and usage of our platform.

Active Markets.    We track the number of active markets (cities) that we operate in. We believe that increasing the markets for expansion is fundamental to the success of our core business for the foreseeable future.
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Italian licenses
We are a substantial operator in Italy in the micro-mobility environment, based on number of licenses awarded, and number of vehicles authorized. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we provided sharing electric mobility services in the following Italian cities:
•        ~~E-scooter~~E-scooter:: Rome, Milan, Turin, Naples, Parma, Palermo, Collegno, Pisa, Modena, Ravenna, Latina, Pescara, Bari, Ferrara, ~~Otranto,~~ Fiumicino, Montesilvano, Cesena, Reggio Emilia, ~~Parma, Bardonecchia,~~Frosinone, Catania and ~~Santarcangelo di Romagna.~~San Giovanni Teatino; and
•        ~~E-bike~~E-moped:~~: Turin, Cesena, and Latina~~
•        ~~E-moped~~: Milan, Turin, Florence, Genova, ~~Rimini, Tigullio, and Pescara.~~
In detail, during the three months ended September 30, 2021, we launched e-scooter services in Reggio Emilia Santarcangelo di Romagna, and Bardonecchia: additionally, we launched e-moped services in Florence, Rimini, Tigullio, and Pescara.
United States licenses
During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we provided the following services in the following U.S. cities:
•        E-scooter services: Washington ~~D.C.~~ ~~we provided e-bike~~(D.C.), Sacramento, (California), Charlotte (North Carolina), Santa Barbara (California), Miami (Florida), Jacksonville (Florida), Miami Lakes (Florida), Miami Dade (Florida), Oklahoma City (Oklahoma), and ~~e-scooter services;~~Durham (North Carolina);
•         E-bike services: Miami ~~Florida.~~ ~~we provided e-scooter service;~~Lakes (Florida)
•        ~~Jacksonville, Florida.~~ ~~we provided e-scooter service;~~
•        ~~Richmond, Virginia.~~ ~~we provided e-scooter service;~~
~~•        Alexandria, Virginia~~ ~~we provided e-scooter service;~~
~~•        Arlington, Virginia~~ ~~we provided e-scooter service;~~
•        ~~Santa Barbara, California~~ ~~we provided e-scooter and e-bike services;~~
~~•        Durham, North Carolina~~ ~~we provided e-scooter service;~~
~~•        Waterloo, Iowa~~ ~~we provided e-scooter service;~~
~~•        Oklahoma City, Oklahoma~~ ~~we provided e-scooter service; and~~
~~•        Atlanta, Georgia~~ ~~we provided e-scooter and e-bike service.~~
~~In detail, during the three months ended September 30, 2021, we launched e-scooter services in Santa Barbara, Oklahoma City, Waterloo and Durham, and we closed the operations in Atlanta.~~
~~Impact of COVID-19 to our Business.~~
In March 2020, the World Health Organization declared the outbreak of the coronavirus disease (“COVID-19”) a pandemic. The COVID-19 pandemic has rapidly changed market and economic conditions globally, impacting riders, consumers, and business partners, as well as our business, results of operations, financial position, and cash flows. Various governmental restrictions, including declaration of a federal National Emergency, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, restrictions on travel, limitations on social or public gatherings, and other measures have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the global demand for micro-mobility rides. Furthermore, we are experiencing and expect to continue to experience a supply-chain constraints.
We continue to prioritize the health and safety of our employees and customers. We are focusing on navigating the challenges presented by COVID-19 by managing our cash flow in order to meet our short-term liquidity needs. We have responded to the COVID-19 pandemic by launching new services such as media contents and delivery of foods. As vaccination rates increase in the United States and Europe, we are observing that governmental authorities are requesting more often sharing micromobility services which guarantee social distancing.
While we continue to assess the impact of COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position, and cash flow due to numerous uncertainties.
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~~Impact of the launch of new business lines~~
~~Helbiz Live~~
~~In August 2021, we launched Helbiz Live, our streaming media content offering, in conjunction with the beginning of the 2021-2022 season of the Italian Serie B soccer league.~~
~~In connection with the launch of Helbiz Live, we entered in the following agreements:~~
• Helbiz Media acquired the rights to broadcast, on a non-exclusive basis in Italy, approximately 390 Serie B regular season games for the next three seasons at a cost of €12 million (approximately $14.4 million) per season. On September 30, 2021 we paid the first two tranches equaling €3.2 million (approximately $3.7 million).
• Helbiz Media has been appointed by the League Serie B as the exclusive distributor of the Series B international media rights and as a result of such agreement, Helbiz Media will commercialize such international rights on behalf of the League Series B with a minimum commitment of €2.5 million per season (approximately $3 million) that Helbiz Media will guarantee to the League Series B. As of September 30, 2021, we paid the first two tranches totaling €470 thousands (approximately $550 thousands). This results in an additional cost to Helbiz of at least €2.5 million annually. However, Helbiz will retain sales revenues up to the first €2.5 million with sales revenues exceeding the €2.5 million threshold subject to a revenue sharing arrangement between Helbiz Media and League Series B.
• Helbiz Media has signed an agreement with a third-party for advisory services, operational support for set-up, content integration and distribution support for the Serie B contents. The operational costs for the services will be between $1.4 million and $2.2 million per season.
• ~~Helbiz Media hired 8 people to support this business line.~~
• ~~Helbiz Media invested and will continue to invest up to $1.5 million in promotional and marketing activities, per season, but has no obligation to do so.~~
~~The table below shows the Helbiz Live revenues recorded during the three months ended September 30, 2021 which represents the first period of operations.~~
Three Months Ended September 30,
2021 2020
Live Revenue —
    Commercialization of Media rights 671 —
    Subscriptions 89 —
Total Live Revenue $ 760 $ —
~~Helbiz Kitchen~~
~~In July 2021, we launched Helbiz Kitchen, a delivery-only “ghost kitchen”~~ ~~restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals.~~
~~In connection with the launch of Helbiz Kitchen, we have incurred the following expenses and obligations:~~
• ~~The lease of an approximately 21,500 square foot facility in Milan, Italy at a cost of €120,000 ($144,000) per year.~~
• ~~The hiring of 56 people.~~
• ~~Procurement of raw materials for approximately €250,000 ($300,000), for setting-up the business operations.~~
• ~~Purchase of 20 e-mopeds for €98,000 ($120,000).~~
~~The revenues generated by Helbiz Kitchen from the launch (July 2021) of the services, recorded as~~ ~~Other revenues~~~~, are immaterial.~~
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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.
Comparison of the Three and Six Months ~~Ended September~~June 30, ~~2021~~2022 and ~~2020, and the Nine Months Ended September 30,~~ 2021 ~~and 2020~~
The following table summarizes our consolidated results of operations for the three and six months ended ~~September~~June 30, 2022, and for the three and six months ended June 30, 2021, ~~and 2020, and the nine months ended September 30, 2021, and 2020,~~ respectively:
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997
Operating expenses:
Cost of revenue 10,267 6,073 21,606 10,577
General and administrative 6,436 2,638 13,115 6,592
Sales and marketing 3,415 1,275 6,013 2,408
Research and development 638 588 1,382 1,164
Total operating expenses 20,756 10,574 42,116 20,741

Loss from operations (16,398 ) (7,592 ) (34,447 ) (16,744 )
Total non-operating income (expenses), net (3,335 ) (554 ) (4,679 ) (5,452 )
    Income Taxes (7 ) (18 ) (12 ) (33 )
Net loss $ (19,740 ) $ (8,164 ) $ (39,137 ) $ (22,229 )

Three Months ended
September 30,

Nine Months ended
September 30,

2021 2020 2021 2020
Net revenue $ 4,702 $ 2,013 $ 8,700 $ 2,876
       Operating expenses:
           Cost of revenues⁽¹⁾ 9,844 2,235 20,421 4,806
           R&D expenses⁽¹⁾ 853 441 2,017 1,031
           Sales and marketing⁽¹⁾ 4,374 1,717 6,782 3,298
           General and administrative⁽¹⁾ 9,298 3,237 15,891 6,891
Total operating expenses 24,370 7,631 45,111 16,026

Loss from operations (19,668 ) (5,618 ) (36,411 ) (13,150 )
     Total other expenses, net (8,641 ) (26 ) (14,094 ) (2,011 )
     Income Taxes (7 ) (11 ) (40 ) (17 )
Net Loss (28,316 ) (5,655 ) (50,545 ) $ (15,176 )
22

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenue 100 % 100 % 100 % 100 %
Operating expenses:
Cost of revenue (1) 236 % 204 % 282 % 265 %
General and administrative (1) 148 % 88 % 171 % 165 %
Sales and marketing (1) 78 % 43 % 78 % 60 %
Research and development (1) 15 % 20 % 18 % 29 %
Total operating expenses 476 % 355 % 549 % 519 %

Loss from operations (376 )% (255 )% (449 )% (419 )%
Total non-operating income (expenses), net (77 )% (19 )% (61 )% (136 )%
    Income Taxes (0 )% (1 )% (0 )% (1 )%
Net loss $ (453 )% $ (274 )% $ (510 )% $ (556 )%

Three Months ended
September 30 Nine Months ended
September 30,
2021 2020 2021 2020
Net revenue 100% 100% 100% 100%
Operating expenses:
Cost of revenues⁽¹⁾ 209% 111% 235% 167%
Research and Development⁽¹⁾ 18% 22% 23% 36%
Sales and marketing⁽¹⁾ 93% 85% 78% 115%
General and administrative⁽¹⁾ 198% 161% 183% 240%
Total operating expenses 518% 379% 519% 557%

Loss from operations (418 )% (279 )% (419 )% (457 )%
Total other expenses, net (184 )% (1 )% (162 )% (70 )%
Income Taxes (0 )% (1 )% (0 )% (1 )%
Net Loss (602 )% (281 )% (581 )% (528 )%
(1) Includes stock-based compensation for employees and services received, as follows

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Stock-based compensation
Cost of revenue $ 2 $ 5 $ 12 $ 17
General and administrative 804 423 1,799 1,593
Sales and marketing 161 47 343 214
Research and development 34 71 98 307
Total Stock- based compensation expenses $ 1,001 $ 546 $ 2,252 $ 2,131

Net Revenue
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 % Change 2022 2021 % Change
Mobility Revenues $ 2,716 $ 2,982 (9 )% $ 4,293 $ 3,997 7 %
       Pay per ride 2,187 2,304 (5 )% 3,392 3,099 9 %
       Mobility Subscriptions 360 451 (20 )% 648 615 5 %
       Partnerships fees 169 227 (26 )% 253 $ 283 (11 )%
Media Revenues $ 1,489 $ —   100 % $ 3,145 $ —   100 %
      Commercialization of Media rights (B2B) 1,052 —   100 % 2,348 —   100 %
      Advertising fees 156 —   100 % 206 —   100 %
      Live subscriptions (B2C) 281 —   100 % 591 —   100 %
Other Revenues $ 153 $ —   69 % $ 232 $ —   100 %
Total Revenues $ 4,358 $ 2,982 46 % $ 7,670 $ 3,997 92 %
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23

Three Months ended
September 30

Nine Months ended
September 30,

2021 2020 2021 2020
Stock-based Compensation:
    Cost of revenues 5 12 22 24
Research and Development 67 236 372 472
Sales and marketing 1,206 235 1,518 405
General and administrative 3,127 1,170 4,621 2,340
Total Stock-based Compensation $ 4,405 $ 1,653 $ 6,533 $ 3,241
~~Net Revenue~~

Three Months ended
September 30

Nine Months ended
September 30,

2021 2020 % Change 2021 2020 % Change
Mobility revenues $ 3,890 $ 2,013 93 % $ 7,888 $ 2,671 193 %
Pay per ride 3,093 1,689 83 % 6,192 2,145 189 %
Subscriptions 541 195 177 % 1,156 209 453 %
Partnership revenues 256 129 98 % 540 317 70 %
Live revenues 760 —   100 % 760 —   100 %
   Commercialization of Media Rights 671 —   100 % 671 —   100 %
   Subscriptions 89 —   100 % 89 —   100 %
Other revenues $ 52 $ —   100 % $ 52 $ 205 (75 )%
Total Revenues $ 4,702 $ 2,013 134 % $ 8,700 $ 2,876 203 %
Total revenue increased by ~~$2,689,~~$1,367, or ~~134%~~46%, ~~from $2,013~~ for the three months ended ~~September~~June 30, ~~2020, to $4,702 for~~2022, compared with the three months ended ~~on September 30, 2021. The same trend is observable for the nine months ended September~~June 30, 2021, and ~~2020, as total revenue~~ increased by ~~$5,824,~~$3,673, or ~~203%, from $2,876~~92% for the ~~nine~~six months ended ~~September~~June 30, ~~2020, to $8,700 for~~2022, compared with the ~~nine~~three months ended ~~September~~June 30, 2021. This increase was primarily due to the ~~core business – mobility – and~~media revenues related to the related main caption: “pay per ride revenue”. In detail, the increase followed our growth in the micro-mobility sharing market in Italy and the United States. Additionally, the revenue growth benefits from the launchcommercialization of ~~the new business line: Helbiz Live.~~media rights.
Mobility revenues
Mobility revenues increased by ~~$1,877,~~$296, or ~~93%~~7%, in the six months ended June 30, 2022 compared with six months ended June 30, 2021 and decreased by $266, or 9%, from ~~$2,013~~2,982 for the three months ended ~~September~~June 30, ~~2020,~~2021, to ~~$3,890~~$2,716 for the three months ended June 30, 2022. As shown in the paragraph Mobility - Key Financial Measures and Indicators, Trips and QAPUs increased in the mobility business in all the periods analyzed.
Foreign Exchange Impact on ~~September~~Mobility Revenue
The general strengthening of the U.S. dollar against the Euro in the three and six months ended on June 30, ~~2021. The~~2022 compared to the same ~~trend is observable~~period in 2021 had an unfavorable impact on revenue. If we had translated mobility revenue for the ~~nine~~three and six months ended ~~September~~on June 30, ~~2021, and 2020, as~~2022 using the prior year's monthly average exchange rates for our revenue in Euro, our total mobility revenue ~~increased by $5,217, or 193%, from $2,671~~would have been $2,941 and $4,628, respectively. Using these constant rates, mobility revenue would have been $225 and $335 higher than actual mobility revenue, respectively, for the ~~nine~~three and six months ended ~~September~~on June 30, ~~2020, to $7,888 for the nine months ended September 30, 2021.~~
~~In May 2020, we introduced a subscription offer called~~ ~~Helbiz Unlimited~~ ~~which allows a customer to use our e-scooters and e-bikes in exchange for a monthly fee. During the nine months ended September 30, 2021, more than 30,000 customers have subscribed the~~ ~~Helbiz Unlimited~~ ~~offer, generating a cumulative revenue of $1,156 with an increase of $947, or 453%, from $209 for the nine months ended September 30, 2020.~~
33
2022.
~~Live~~Media revenues
Helbiz ~~Live~~Media revenues are related to the launch of the new business line, which occurred in August 2021. InDuring the ~~first month~~three and ~~half of operations Live~~six months ended June 30, 2022, Media generated, respectively, revenues amounted to ~~$760. In detail, we~~$1,489 and $3,145. We recorded respectively Revenues for ~~$89~~$1,052 and $2,348 from the international commercialization and distribution of media contents to media partners, in the Business to Business (“B2B") environment, and $281 and $591 from Helbiz Live monthly and yearly ~~subscriptions, and $671 from the Commercialization of Media Rights outside Italy.~~subscriptions.
Cost of ~~Revenue~~Revenues

Three Months ended
September 30,

Nine Months ended
September 30,

2021 2020 % Change 2021 2020 % Change
Cost of revenue $ 9,844 $ 2,235 340 % $ 20,421 $ 4,806 325 %
Of which Amortization, Depreciation and write-off 1,553 761 104 % 4,798 2,022 137 %
Of which Stock-based Compensation 5 12 (58 )% 22 24 (8 )%
Three months ended June 30, Six months ended June 30,
2022 2021 % Change 2022 2021 % Change
Mobility - Cost of revenues $ 5,019 $ 6,073 (17 )% $ 9,657 $ 10,577 (9 )%
Of which Amortization, Depreciation and write-off 1,257 2,173 (42 )% 2,428 3,569 (32 )%
Of which Stock-based Compensation 2 5 (60 )% 12 17 (12 )%
Media - Cost of revenues 4,675 —   100 % 10,959 —   100 %
   Of which content licensing 3,473 —   100 % 7,983 —   100 %
Other - Cost of revenues 574 —   100 % 999 —   100 %
Total - Cost of revenues 10,268 6,073 69 % 21,606 10,577 104 %
Cost of Revenue increased by ~~$7,609~~$4,195 or ~~340%, from $2,235 for~~69% and by 11,029, or 104% in the three ~~months September 30, 2020, to $9,844 for the three~~and six months ended ~~September~~June 30, 2022 compared with three and six months ended June 30, 2021. ~~A similar~~The increase can be observed between the nine months ended September 30, 2020, and 2021, as Cost of Revenue increased by $15,615, or 325%. Such increase was primarily due to a larger fleet size and the opening of several new cities across Europe and the United States, the launch of which implied significant operative investments, as well as the increase of fleet size in Cities we were already operating. Additionally, the increase observable for the three months ended September 30, 2021, compared to the three months ended September 30, 2020, is ~~partially~~mainly explained by the ~~launch of Helbiz Live,~~Media business and its content licensing expenses, which contributed to Cost of revenue for ~~$2,732.~~$3,473 and $7,983 in the three and six months ended June 30, 2022, respectively.
Cost of Revenues related to Mobility decreased by $1,054, or 17%, and by $920, or 9%, in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively. The decrease is mainly driven by the decrease in Depreciation, Amortization and write-off expenses, one of the main drivers of Cost of Revenue ~~increased~~related to Mobility, which decreased by ~~$792,~~$916, or ~~104%~~42%, ~~from $761 for~~and by $1,141, or 32%, in the three and six months ended ~~September~~June 30, ~~2020,~~2022, compared to ~~$1,553 for~~ the three and six months ended ~~September 30, 2021.~~
~~Research and Development~~

Three Months ended
September 30,

Nine Months ended
September 30,

2021 2020 % Change 2021 2020 % Change
Research and development $ 853 $ 441 93% $ 2,017 $ 1,031 96%
Of which Stock-based Compensation 67 236 (72 )% 372 472 (21 )%
~~Research and Development expenses increased by $412 or 93%, from $441 for the three months ended September 30, 2020, to $853 for the three months ended September~~June 30, 2021, and $986, or 96%, from $1,031 for the nine months ended September 30, 2020, to $2,017 for the nine months ended September 30, 2021. Such increase is mainly driven by the continuous investments in the in-house IT engineering team, including stock-based compensation, as well as the in-house development of Helbiz Kitchen integration and Helbiz Live App/platform.respectively.

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24

General and Administrative

Three months ended
June 30,

Six months ended
June 30,
2022 2021 % Change 2022 2021 % Change
General and administrative $ 6,436 $ 2,638 144 % $ 13,115 $ 6,592 99 %
Of which Stock-based Compensation 804 423 90 % 1,799 1,593 13 %
General and Administrative expenses increased by $3,798 or 144%, and by $6,523 or 99% in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively.
The increase is mainly driven by the costs for being a public company, such as D&O insurance which contributed for approximately $2.6 million to the increase for the six months ended June 30, 2022.
Sales and Marketing

Three Months ended
September 30,

Nine Months ended
September 30,

Three months ended
June 30,

Six months ended
June 30,
2021 2020 % Change 2021 2020 % Change 2022 2021 % Change 2022 2021 % Change
Sales and marketing $ 4,374 $ 1,717 155% $ 6,782 $ 3,298 106% $ 3,415 $ 1,275 168 % $ 6,013 $ 2,408 150 %
Of which Stock-based Compensation 1,206 235 413% 1,518 405 275% 161 47 243 % 343 214 60 %
Sales and marketing expenses increased by ~~$2,657~~$2,140 or ~~155%~~168%, ~~from $1,717 for~~and by $3,605 or 150% in the three and six months ended ~~September~~June 30, ~~2020,~~2022, compared to ~~$4,374 for~~ the three and six months ended ~~September~~June 30, 2021, ~~and $3,484, or 106%, from $3,289 for the nine months ended September 30, 2020, to $6,782 for the nine months ended September 30, 2021.~~ respectively.
The increase is in line with our strategy focused on significant investment in advertising, promotional and business development initiatives. The marketing activities are followed by our employees and third-party advisors. Stock-based compensation registered a 413% increase, from $405 for the nine months ended September 30, 2020, to $1,518 for the nine months ended September 30, 2021. Such increase is primarily related to the issuance of 115,958 Class A Common shares to communication and advertising consultants.
~~General~~Research and ~~Administrative~~Development

Three Months ended
September 30,

Nine Months ended
September 30,

2021 2020 % Change 2021 2020 % Change
General and administrative $ 9,298 $ 3,237 187% $ 15,891 $ 6,891 131%
Of which Stock-based Compensation 3,127 1,170 167% 4,621 2,340 97%
~~General~~

Three months ended
June 30,

Six months ended
June 30,
2022 2021 % Change 2022 2021 % Change
Research and development $ 638 $ 588 9 % $ 1,382 $ 1,164 19 %
Of which Stock-based Compensation 34 71 (52 )% 98 307 (68 )%
Research and ~~Administrative~~Development expenses increased by ~~$6,061~~$50 or ~~187%~~9%, ~~from $3,237 for~~and by $218 or 19% in the three and six months ended ~~September~~June 30, ~~2020,~~2022, compared to ~~$9,298 for~~ the three and six months ended ~~September~~June 30, 2021, ~~and $9,000, or 131%, from $6,891 for the nine months ended September 30, 2020, to $15,891 for the nine months ended September 30, 2021. The~~respectively. Such increase is mainly driven by ~~our investment~~the continuous investments in the ~~personnel-related compensation costs, hiring employees~~in-house IT engineering team, who had successfully integrated Helbiz Kitchen into the Mobility App and professional service fees. Additionally, the General and Administrative costs increased significantly following our merger and related listing process. Stock-based compensation registered a 97% increase, from $2,340 for the nine months ended September 30, 2020, to $4,621 for the nine months ended September 30, 2021. Such increase is primarily related to: (i) the issuance of 272,514 Class A Common shares to our SEC legal counsel and other consultants, (ii) 225,000 stock options assigned to the three independent board members, and (iii) grant of the CEO Performance Award.developed Helbiz Live App/platform.
~~Total other income (expense), net~~

Three Months ended
September 30,

Nine Months ended
September 30,

2021 2020 % Change 2021 2020 % Change
Interest expense $ (562 ) $ (410 ) 37% $ (1,627 ) $ (1,076 ) 51%
Fair value adjustments $ (8,038 ) $ (653 ) 1,131% $ (12,166 ) $ (1,233 ) 887%
Gain on extinguishment of debts —   1,055 100% —   323 100%
Other income (expense) $ (41 ) $ (18 ) 128% $ (301 ) $ (25 ) 1,104%
Total other income (expense), net $ (8,641 ) $ (26 ) 33,135% $ (14,094 ) $ (2,011 ) 601%

35
25

Total non-operating income (expense), net

Three months ended
June 30,

Six months ended
June 30,
2022 2021 % Change 2022 2021 % Change

Interest expense $ (1,512 ) $ (566 ) 167 % $ (3,492 ) $ (1,064 ) 228 %
Fair value adjustments $ 441 $ —   100 % $ 1,386 $ (4,128 ) (134 )%
Loss on extinguishment of debts (2,065 ) —   100 % (2,065 ) —   100 %
Other financial  income (expense) $ (198 ) $ 12 (1,753 )% $ (508 ) $ (260 ) 95 %
Total other income (expense), net $ (3,334 ) $ (554 ) 502 % $ (4,679 ) $ (5,452 ) (14 )%
Interest expenses
Interest expenses increased by ~~$152,~~$946, or ~~37%~~167%, from ~~$410~~$566 for the three months ended ~~September~~June 30, ~~2020,~~2021, to ~~$562~~$1,512 for the three months ended ~~September~~June 30, 2022, and by $2,428, or 228%, from $1,064 for the six months ended June 30, 2021, ~~and $551, or 51%, from $1,076~~to $3,492 for the ~~nine~~six months ended ~~September~~June 30, ~~2020, to $1,627 for the nine months ended September 30, 2021.~~2022. Such increase is mainly driven by the ~~new financial liabilities we entered into~~5% interests’ expenses and amortization of debt discounts related to ~~support~~ the ~~expansion of~~2021 and 2022 Convertible notes, amounted to $810 and $2,194 during the ~~mobility~~three and ~~Live businesses.~~six months ended June 30, 2022, respectively.
~~Fair~~Change in fair value ~~adjustments~~of warrant liabilities
Fair value ~~adjustment shows an increase of $7,385, increased by 1,131% from $653~~adjustments amounted to $441 and $1,386 for the three and six months ended ~~September~~June 30, ~~2020, to $8,038 for the three months ended September 31, 2021. The negative impact~~2022, is ~~mainly driven by the events described below:~~
~~•        In March 2021, we recorded a significant loss for an increase of the fair value of the 2020 Warrants Purchase Agreement, converted into common shares as of March 26, 2021.~~
•        On September 21, 2021, I-bankers exercised on a cashless basis the 287,500 Private Warrants issued by GRNV, and we issued 165,289 Class A Common Shares. The exercise of the aforementioned warrants generated a loss amounted to $4,537 which represents the fair value adjustment of the warrants from August 12, 2021, (Business combination closing date) to September 21, 2021.
~~•        $5,330 loss are~~ related to the fair value adjustment for 2,100,000 GVAC Sponsor Private Warrants. The mentioned positive fair value adjustment is mainly driven by the decrease of the ~~2,100,000 GRNV Sponsor Private Warrants~~market price.
Loss on extinguishment of debt
Loss on extinguishment of debt amounted to $2,065 for the ~~period from August 12,~~three and six months ended June 30, 2022. The amount is related to the 2021 ~~(Business combination closing~~Convertible debt amendment which has been considered as an extinguishment of the original 2021 Convertible Notes. On April 15, 2022 (amendment date) the net carrying value 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. The difference between the two amounts, amounted to ~~September 30, 2021.~~$2,065, has been recorded in the statements of operations as Loss on extinguishment of debt.
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 ~~its~~our operations and expand its 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 level of revenues adequate to support our cost structure.
As of ~~September~~June 30, ~~2021,~~2022, our principal sources of liquidity were cash and cash equivalents of ~~$7,943 thousands,~~$2,480, excluding restricted cash of $110 ~~thousands.~~(included in Other Assets) and $193 (included in prepaid and other current assets). Cash and cash equivalents consisted of bank deposits in U.S. Dollar and Euro.
We collect the fees from riders using a third-party processing payment provider. In detail, we collect the fees between 2 to 5 days after the completion of the ride. We also collect charges and fees from partners for specific advertising or co-branding activities, within 30 days from the events. Additionally, Helbiz Live media operators pay Helbiz ~~Live~~Media within 60 days for the international audiovisual rights.
During the last quarter of 2020, certain European countries, including Italy, have experienced a resurgence of COVID-19 cases and reimposed restrictions. These rules and impacts are ongoing and have continued into the first three months 2021. We continue to closely monitor the impact of the COVID-19 pandemic.
26
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. As a result, we decided to take the following actions during July and the first half of August 2022:
- In July 2022, we issued a note to an investor in exchange for 2 million Euro (approximately $2 million). The note carries 6.75% interest and mature in July 2027. The Company can redeem the note after December 15, 2023.
- In August 2022, we entered into a Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note holder”). Pursuant to the terms of the SPA, we issued a convertible note in the principal amount of $3 million; we received proceeds for $3 million. The convertible note carries 5.00% interest and mature in August 2023.
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.
36
~~Indebtedness~~
~~The following table summarizes our indebtedness as of September 30, 2021:~~
As of
September 30, 2021

Current Financial Liabilities $ 6,989
Current portion of long-term financial Debts 1,585
Other current financial liabilities 74
Warrants 5,330
Non-Current Financial Liabilities 18,215
Promissory Notes 88
Secured Long Term Loan 12,838
Long-term Loans, net 5,289
Total Financial Liabilities $ 25,204
~~Warrants, categorized as liability~~
As of September 30, 2021, the warrants categorized as liability are composed by the 2,100,000 GRNV Sponsor Private Warrants, which have identical terms of the Public Warrants (categorized as equity) underlying the Units sold in the GRNV Initial Public Offering and PIPE transaction.
Additionally, the GRNV Sponsor 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 GRNV Sponsor Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the GRNV Sponsor Private Warrants will be redeemable by us and exercisable by such holders on the same basis as the Public Warrants.
~~Financial debts, net~~
~~12.7% Secured Long Term Loan, net~~
On March 23, 2021, we entered into a $15,000 secured term loan facility with an institutional lender. The loan agreement has a maturity date of December 1, 2023, with a prepayment option for us after 12 months. At inception, we prepaid interests and an insurance premium for $2,783. As of September 30, 2021, we accounted the loan as ~~Non-Current Financial liabilities~~ ~~net of intermediary fees and bank fees, and the $436 and $890 in interest expenses respectively for the three and nine months ended on September 30, 2021, as~~ ~~Interest expenses, net~~.
~~8% Promissory note, issued in 2021~~
~~On June 18, 2021, and July 1, 2021, we entered into two unsecured promissory note agreements with a shareholder for cumulative proceeds of $5,000.~~ ~~On August 12, 2021, we consummated the business combination with GRNV and concurrently settled the $5,000 debt through the issuance of 500,000 GreenVision PIPE units.~~ ~~The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.~~
~~0% CEO Promissory notes – Related Party~~
During May and June 2021, our Chief Executive Office, lent us funds on an interest-free basis for cumulative gross proceeds of $2,010 through Promissory Notes. The loan notes are payable on the earlier of (i) the day of the completion of the business combination between us and GreenVision, (ii) August 19, 2021, or (iii) completion of a capital raise in either form of debt or equity of a minimum of $5,000.
~~On August 16, 2021, we repaid the principal of the 0% CEO Promissory Notes.~~
~~4.5% Long-term loan, net~~
On November 5, 2020, we obtained a loan for Euro 3,500 through our wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of December 31, 2020, we accounted the loan as ~~Non-Current Financial liabilities~~ ~~net of intermediary fees and bank fees. As of September 30, 2021, we accounted the loan between~~ ~~Current~~ ~~and~~ ~~Non-Current Financial liabilities~~ based on the repayment terms; during the three and nine months ended September 30, 2021, no repayment of the principal has been made. As a result, the decrease of the net carrying value is mainly related to the change in the currency rate as of September 30, 2021, and December 31, 2020.
~~We recorded respectively $69 and $202 in interest expenses for the three and nine months ended on September 30, 2021, as~~ ~~Interest expenses, net~~.
37
~~5.4% Long-term loan, net~~
On March 15, 2021, we obtained a loan for Euro 2,000 through our wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of September 30, 2021, we accounted the loan between ~~Current~~ ~~and~~ ~~Non-Current Financial liabilities~~ ~~based on the repayment terms; during the three and nine months ended September 30, 2021 no repayment of the principal has been made.~~
~~We recorded respectively $102 and $50 in interest expenses for the three and nine months ended on September 30, 2021, as~~ ~~Interest expenses, net~~.
~~2.75% Long-term loan, net – MiMoto financial liability~~
On May 31, 2018, MiMoto obtained a loan for Euro 450 from an Italian bank. The loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, we assumed the fair value of the loan amounted to Euro 316, approximately $372. No repayment of the principal has been made by us during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
~~2.4% Long-term loan, net – MiMoto financial liability~~
On May 21, 2020, MiMoto entered in a loan agreement with an Italian bank, for Euro 400. The loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, we assumed the MiMoto financial liability amounted to Euro 400, approximately $472. No repayment of the principal has been made by us during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
~~3.5 % Long-term loan, net – MiMoto financial liability~~
On October 17, 2017, MiMoto obtained a loan for Euro 200 with an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, we assumed the fair value of the loan amounted to Euro 65, approximately $76. No repayment of the principal has been made by us during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
~~8% Promissory Notes, issued in 2020~~
On March 4, 2020, and on April 3, 2020, we entered into two 8% unsecured promissory note agreements for cumulative proceeds of $400. We recorded respectively $1 and $17 in interest expenses for the three and nine months ended on September 30, 2021, as ~~Interest expenses, net~~.
~~On August 26, 2021, we fully repaid the two 8% unsecured promissory notes.~~
~~Revolving Credit~~
~~In March 2018, we entered into an unsecured Senior Revolving Credit Agreement (the “Revolving Credit”). On March 24, 2021, we re-paid the Revolving Credit and the accumulated interests.~~
~~18% Promissory Notes~~
On May 25, 2020, we entered into two 18% promissory note agreements. The two promissory notes have a cumulative principal of $2,000. On March 24, 2021, we early re-paid the remaining outstanding balance, including accumulated interests.
38
~~As of September 30, 2021, we expected to make future annual principal repayments of the indebtedness set out above as follows:~~
Year ending December 31:
Remainder of 2021 $ 280
2022 1,940
2023 16,941
Thereafter 2,716
Total future repayments of principal $ 21,877
Cash Flows
The following table summarizes our cash flows activities:
September 30, 2021 September 30, 2020 June 30, 2022 June 30, 2021

Net cash used in operating activities $ (23,707 ) $ (5,605 ) $ (23,206 ) $ (10,613 )
Net cash used in investing activities (7,302 ) (3,120 ) (4,703 ) (7,208 )
Net cash provided by financing activities 38,717 8,482 9,133 21,456
Effect of exchange rate changes (443 ) 20 306 (39 )
Net (decrease) increase in cash, cash equivalents and restricted cash $ 7,263 $ (26 ) $ (18,470 ) $ 3,596
Operating Activities
During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, operating activities used ~~$23,707~~$23,206 of cash, resulting from our net loss of ~~$50,545,~~$39,137, partially offset by ~~non-cash expenses for $24,006 and~~ net changes in operating assets and liabilities for ~~$410. Non-cash expenses are mainly related to: (i) equity-based compensation for $6,433, (ii) changes in fair value of financial instruments for $12,167,~~$7,554 and ~~(iii) depreciation, amortization, and loss on disposal of assets for $5,406. In addition, other~~ non-cash expenses ~~including interest expenses not paid,~~ for ~~$1,032.~~$8,375.
Net changes in operating assets and liabilities consisted primarily in the increase in accounts payable for $3,935, the increase in accrued expenses and other current liabilities of ~~$9,873,~~$2,263, and the decrease in prepaid assets for $2,617, partially offset by anthe increase in accounts receivable of $1,337.
Non-cash expenses are mainly related to: (i) equity-based compensation for $2,252, (ii) depreciation, amortization, and ~~other~~loss on disposal of assets for $2,777, (iii) non-cash interest expenses for $2,971, and (iv) loss on extinguishment of ~~$8,969.~~debts for $2,065, partially offset by (v) changes in fair value of financial instruments for $1,386 and (vi) changes in fair value of accounts payable for $304.
Investing Activities
During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, investing activities used ~~$7,302~~$4,703 of cash. ~~In detail,~~We paid approximately $3 million to vehicle manufacturers as deposits for e-bikes, e-scooters and e-mopeds. Those vehicles are expected to be delivered through all the year. Additionally, we ~~used the $5,007 directly~~paid a deposit of $1,000 for entering into a Letter of Intent with Wheels Labs, Inc., and we invested $0.1 million in ~~our business expansion through the purchase of new electric vehicles to expand the~~ operating ~~fleet in several new cities and $1,987 invested in acquisition of new businesses to purchase MiMoto (net of cash acquired).~~licenses, categorized as intangible assets.
Financing Activities
During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, financing activities provided ~~$38,717~~$9,133 of ~~cash. The net~~cash, mostly proceeds from issuance of financial liabilities ~~generated a positive cash flow~~for $10,628 mainly related to the issuance of ~~$21,263,~~the 2022 Convertible Notes, partially offset by the repayment of ~~existing~~ financial liabilities for ~~4,758. Additionally, we settled the 2020 Subscription receivables which generated a positive cash flow~~$1,495.
Indebtedness
The following table summarizes our indebtedness as of $4,033 and issued Company’s shares of common stock, for sale for $922. Finally, the completion of the Business Combination with GRNV generated a positive cash flow of $20,281, partially offset by payments of offering costs and other commission related to the listing process for $3,024.June 30, 2022:
As of
June 30, 2022

Current Financial Liabilities and Capital leases $ 30,807
Current portion of financial Debts 30,294
   Of which related to Convertible debts 25,419
Other current financial liabilities 303
GVAC Sponsor Private Warrants 210
Non-Current Financial Liabilities 17,557
Secured Long Term Loan 13,889
Long-term Loans, net 3,668
Total Financial Liabilities, and Capital leases and liability Warrant $ 48,364

39
27

~~Securities outstanding as of September 30, 2021~~
~~As of September 30, 2021, we had the following outstanding securities:~~
~~September 30, 2021~~
~~Class A Common Shares - GRNV Sponsor shares~~ ~~1,467,500~~
~~Class A Common Shares – issued to Helbiz Holding’ shareholders for cancellation of 2,216,348 Helbiz Holding’s Class A Common Shares~~ ~~10,271,750~~
~~Class A Common Shares – PIPE Investment~~ ~~2,650,000~~
~~Class A Common Shares – GRNV IPO~~ ~~871,051~~
~~Class A Common Shares – Other shares issued to vendors from August 12, 2021, to September 30, 2021~~ ~~175,324~~
~~Class B Common Shares – issued to Helbiz Holding’ CEO and Founder for cancellation of 3,069,539 Helbiz Holding’s Class B Common Shares~~ ~~14,225,898~~
~~Total Helbiz outstanding Common Shares~~ ~~29,661,523~~
~~Public Warrants, categorized as equity~~ ~~8,400,000~~
~~Private Warrants, categorized as liability~~ ~~2,100,000~~
~~Helbiz Holdings 2020 Stock Option Plan – assumed and converted based on the conversion ratio~~ ~~7,409,701~~
~~Helbiz Holdings 2020 CEO Performance~~ ~~600,000~~
~~Stock Options for independent board members~~ ~~225,000~~
~~Total Helbiz outstanding Warrants and options~~ ~~18,734,701~~
~~The merged entity did not have outstanding Preferred Stocks.~~
~~Public Warrants~~Equity warrants
As of ~~September~~June 30, ~~2021,~~2022, the Company has the following outstanding warrants classified as equity component: 7,736,416 Public Warrants ~~outstanding are 8,400,000~~and 1,500,000 Convertible Note Warrants. On April 15, 2022, the Company issued 500,000 Convertible Note Warrants to buy 500,000 Class A common shares with ~~a strike~~an exercise price of ~~$11.50~~$3.00 per share, at closing date and ~~they became exercisable~~five years as expiration date. Additionally, on ~~August 12, 2021. On September 23, 2021,~~April 15, 2022 the ~~Public~~Company amended the previously issued 1,000,000 Convertible Note Warrants ~~became exercisable for cash~~ by reducing the ~~effectiveness~~exercise price from $20.00 to $3.00.
Common Stock
As of ~~a registration statement covering~~June 30, 2022, the ~~shares~~Company’s charter authorized the issuance of up to 285,774,102 of Class A common ~~stock issuable upon exercise of the Public Warrants.~~
~~The Public Warrants will expire five 5 years from the consummation of a Business Combination or earlier upon redemption or liquidation.~~
~~We may call the warrants for redemption, 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 Class A 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.
If we call 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 and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend 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 we be required to net cash settle the warrants.~~$0.0001 par value per share, 14,225,898 of Class B common shares 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.

40
~~Lock-Up Agreement~~
Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. On August 12, 2021, ~~we entered in a series~~an aggregate of ~~lock-up agreements with Helbiz Holdings shareholders that held at least 75,000~~1,600,000 shares of Helbiz Class B common stock of Helbiz Holdings or 347,590 shares of common stock of Helbiz Inc. Under those lock-up agreements, it was agreed that until (i) the first anniversary of the Closing of the Business Combination with respectissuable to the ~~our~~Helbiz CEO and Founder, Salvatore Palella, were deposited into a third-party escrow account to serve as Helbiz’s exclusive security for the Founder’s obligation to indemnify Helbiz under the Merger Agreement. The survival period for such indemnification is 12 months.
On April 15, 2022, Helbiz CEO and ~~(ii) the six month anniversary~~Founder, Salvatore Palella entered into a Pledge Agreement in favor of the ~~Closing with respect to other Helbiz shareholders owning~~Convertible Note Holder (YA II, Ltd.). The agreement grants the Convertible Note Holder a first priority security interest and pledge in at least 75,000 shares, such Helbiz securityholders, directly or indirectly, will not: (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any$7,000,000 shares of ~~our common stock, or any other of our securities convertible into or exercisable or exchangeable for any shares of such common stock which~~Class B Common Stock that are owned asby the CEO of the ~~Closing Date; (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of~~Company as security for the ~~economic benefits or risks of ownership of~~Company’s obligations under the Lockup Shares, whether any such transaction is to be settled by delivery of the Lockup Shares or other securities, in cash or otherwise; or (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lockup Shares or any other of our securities, other than pursuant to the separate registration rights agreement between us2021 and ~~the former Helbiz Holdings securityholders.~~2022 Convertible Notes SPAs.
Related Party Transactions
During ~~May and~~the six months ended June ~~2021~~,30, 2022, our majority shareholder and ~~sole director~~CEO has lent usHelbiz, funds on an interest-free basis for cumulative gross proceeds of ~~$2,010~~$380 through two Promissory Notes.~~On August 16, 2021, we repaid the principal of the 0% CEO Promissory Notes.~~
Contractual Obligations and Commitments
WeLeases
The Company entered into various non-cancellable operating lease agreements for office facilities, ~~Permit and brand~~e-mopeds leases, corporate vehicles’ licensing, and corporate housing entered by the Company with lease periods expiring through ~~2023.~~2024. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. ~~Rent expense under these agreements is recognized on a straight-line basis.~~
~~Future annual minimum lease payments as of September 30, 2021, are as follows:~~
Year ending December 31: Amount
Remainder of 2021 $ 1,418
2022 1,520
2023 508
Thereafter 34
Total $ 3,479
~~Rent expense under operating leases was $663 and $1,782 for the three and nine months ended on September 30, 2021, and $339 and $877 for the three and nine months ended on September 30, 2020.~~ The terms of the leases provide for ~~rental~~ payments on a monthly basis and sometimes on a graduated scale. ~~We recognize~~The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Lease expenses under operating leases were $746 and $1,484 for the three and six months ended on June 30, 2022, respectively; and $657 and $1,119 for the three and six months ended on June 30, 2021, respectively.
~~Helbiz Live~~
~~In August 2021 we launched Helbiz Live, our streaming media content offering, in conjunction~~Additionally, the Company entered into various non-cancellable capital lease agreements for 3,750 eScooters and R&D equipment with ~~the beginning~~financial institution. The three agreements have a total present value of the ~~2021-2022 season~~obligations amounted to $2,792 of which $2,649 is related to the ~~Italian Serie B soccer league.~~3,750 eScooters and $143 is related to the R&D equipment. The capital lease agreements for the 3,750 eScooters have a duration between 12 to 18 months while the R&D equipment agreement has a duration of 36 months. The eScooters/R&D equipment under the lease are collateral for the lease obligations and are included within property, plant and equipment on the condensed consolidated balance sheet as of June 30, 2022 (Refer to Note. 7 Property, equipment and deposits, net for further information).
~~In connection with~~Lease expenses under capital leases were accounted as interest expenses for $83 and $112 for the ~~launch of Helbiz Live, we will bear the following payments:~~three and six months ended on June 30, 2022, respectively.
Operating leases Capital leases
Year ending December 31:
2022 895 2,193
2023 588 777
2024 124 60
Thereafter 41 15
Total minimum lease payments 1,648 3,045
Less: Amounts representing interest not yet incurred 252
Present value of capital lease obligations 2,792
Less: Current portion 2,701
Long-term portion of capital lease obligations 91
Year ending December 31: Amount
Remainder of 2021 $ 5,246
2022 16,841
2023 17,085
Thereafter 8,833
Total $ 48,005

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Media rights – Purchase Commitments
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. These agreements require the payment of certain fees and contain renewal and escalation clauses. The terms of the agreements provide for payments on a periodical basis and on a graduated scale. The Company recognizes expense on a straight-line basis over the agreement period and has accrued for expense incurred but not paid.
Future annual minimum payments related to Media rights’ agreements as of June 30, 2022, are as follows. All the agreements are in Euro, in order to calculate the future annual minimum payments, the Euro payments are exchanged in Dollar using the three months ended June 2022 average exchange rate.
Amount
Year ending December 31:
2022 $ 12,501
2023 18,672
2024 9,722
Thereafter —
Total $ 40,895
Content licensing expenses, recorded as Cost of Revenues, were $4,660 and $10,923 for the three and six months ended on June 30, 2022.
Miami FC – Sponsorship Commitments
The Company entered into an agreement with Miami FC for the sponsorship of four United Soccer League (“USL”) Championship Seasons. The agreement expires upon the conclusion of the Miami FC’s 2023 USL Championship season. The Company may terminate the agreement, with at least 180 days’ notice, if the Company ceases operations in the South Florida Market or if the United Soccer League Championship is terminated or reduces its schedule of games per season to 30 or less.
Future annual minimum sponsorship payments as of June 30, 2022, are as follows:
Amount
Year ending December 31:
2022 $ 525
2023 650
2024 —
Thereafter —
Total $ 1,175
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us 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 condensed 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.
While our significant accounting policies are described in greater detail in Note 2, “Summary of Significant Accounting Policies and Use of Estimates” to our consolidated financial statements as of December 31, ~~2020~~2021 and in Note 2,3, “Summary of Significant Accounting Policies and Use of Estimates” to our condensed consolidated financial statements as of ~~March 31, 2021~~June 30, 2022 included elsewhere in this prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our condensed consolidated financial statements.
~~Property and Equipment~~
Property and equipment consist of equipment, computers and software, furniture and fixtures, and rental scooters. 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:~~
~~Equipment~~ ~~5 years~~
~~Computers and Software~~ ~~3 years~~
~~Furniture and fixtures~~ ~~7 years~~
~~Rental e-bikes~~ ~~2 years~~
~~Rental e-scooters~~ ~~1-1.5 years~~
~~Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease, or the useful life of the assets.~~
~~Fair Value of Financial Instruments and Fair Value Measurements~~
We determine 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.~~
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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. Our 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.
Our financial instruments include cash and cash equivalents, warrants, convertible debts, equity compensation for employees, derivatives, promissory notes, accounts receivable and accounts payable. Management believes that the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debts approximate the fair value due to the short-term nature of those instruments. Warrants and derivatives 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.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we 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 proxy 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 class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides 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. We have elected to use such extended transition period which means that when a standard is issued or revised and we have different application dates for public or private companies, we, 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 our consolidated 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 differences in accounting standards used.
Off-Balance Sheet Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
~~Recently Issued~~Recent Accounting Pronouncements ~~but Not Yet~~ Adopted
~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~~~. The new standard establishes a right-of-use (ROU) model that requires a lessee~~
Refer to ~~record a ROU asset~~Note 3. Summary of Significant Accounting Policies and ~~a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities~~Use of Estimates included in Notes to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for us starting from January 1, 2022. We plan to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. While we are currently reviewing our lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, we expect that our non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on our condensed consolidated balance sheets. We are currently assessing the impact of this accounting standard on our shared vehicles revenues.Condensed Consolidated Financial Statement.

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~~In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion~~Accounting Pronouncements Issued but Not Yet Adopted
Refer to Note 3. Summary of Significant Accounting Policies and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effectUse of ~~potential share settlement be~~Estimates included in diluted earnings per share calculations. This new standard will be effective for us for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”) which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, ASU 2021-04 requires the issuerNotes to treat a modification of an equity-classified warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. ASU 2021-04 should be applied prospectively to modifications or exchanges occurring after the effective date. Either the full or modified retrospective adoption method is allowed. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements.Condensed Consolidated Financial Statement.
In October 2021, the FASB issued ASU No. 2021-8, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. This new standard will be effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. 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 ~~September~~June 30, ~~2021.~~2022. Based on such evaluation, due to ~~the~~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 a material weakness 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 weakness in our internal control over financial reporting:

· We did not maintain a properly designed control environment that identified key control risk areas with an appropriate level of precision in order to conclude on the operating effectiveness of our disclosure controls and procedures.
· ~~The Company does not~~ have ~~enough personal in management with the requisite knowledge of financial reporting~~
· ~~The Company does not have the appropriate level of personnel and therefore has segregation of duties due to lack of personnel~~
· ~~There are~~ insufficiently designed and operating controls ~~around expenditures by~~surrounding the ~~Company’s Chief Executive Officer on behalf of~~accounting policies and controls, including standardized reconciliation schedules to ensure the ~~Company or expended by the Company on behalf of the CEO~~company's books and records are maintained in accordance with GAAP.

Notwithstanding the identified material weakness, management believes that the ~~unaudited~~ condensed consolidated financial statements included in this Form 10-Q 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
There has been no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we expect to make changes to our internal control over financial reporting in the future to remediate the material weakness identified above.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of business. There are currently no material legal proceedings against us or that have been against us, and we are not aware of investigations being conducted by a governmental entity into our company.

Item 1A. Risk Factors

~~None.~~As a Smaller Reporting Company, we are not required to provide this information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None.~~From July 1, 2022, to the date of this prospectus, we issued 9,694,902 shares of Class A common stock as conversion of 2021 Convertible Notes.
On August 1, 2022, we issued 383,509 shares of Class A common stock in exchange for services, primarily legal and marketing, provided by third-parties. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
On July 20, 2022, the Company’s majority shareholder and CEO converted $0.2 million of its Promissory Notes into 327,425 of Class A Common Shares, issued on August 1, 2022.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Incorporated by Reference Filed/Furnished
No. Description of Form Exhibit Filing Date Herewith
31.1* Certification of Principal Executive Officer ~~Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant~~pursuant to Section 302 of the Sarbanes-Oxley Act ~~of 2002~~ X
31.2* Certification of Principal ~~Financial~~Accounting Officer ~~Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant~~pursuant to Section 302 of the Sarbanes-Oxley Act ~~of 2002~~ X
32.1** Certification of Principal Executive Officer Pursuant to ~~18 U.S.C.~~ Section ~~1350, as adopted~~906 of the Sarbanes-Oxley Act X
32.2** Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act ~~of 2002~~
32.2* ~~Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~X
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH* Inline XBRL Taxonomy Extension Schema Document X
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH* ~~XBRL Taxonomy Extension Schema Document~~X
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB* Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document X
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104* ~~Cover Page Interactive Data File (embedded within the~~ Inline XBRL ~~document)~~for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. X

* Filed herewith.
** Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Helbiz, Inc.

Date: ~~November~~August 15, ~~2021~~2022 By: /s/ Salvatore Palella
Name: Salvatore Palella
Title: Chief Executive Officer

Date: ~~November~~August 15, ~~2021~~2022 By: /s/ Giulio Profumo
Name: Giulio Profumo
Title: Chief Financial Officer

33


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue	$	4,702		$	2,013		$	8,700		$	2,876
Operating expenses:
Cost of revenue		9,844			2,235			20,421			4,806
Research and development		853			441			2,017			1,031
Sales and marketing		4,374			1,717			6,782			3,298
General and administrative		9,298			3,237			15,891			6,891
Total operating expenses		24,370			7,631			45,111			16,026

Loss from operations		(19,668	)		(5,618	)		(36,411	)		(13,150	)

Other income (expenses)
Interest expense, net		(562	)		(410	)		(1,627	)		(1,076	)
Gain (Loss) on extinguishment of debts		—			1,055			—			323
Change in fair value of warrant liability		(8,038	)		(653	)		(12,166	)		(1,233	)
Other income (expenses)		(41	)		(18	)		(301	)		(25	)
Total other expenses, net		(8,641	)		(26	)		(14,094	)		(2,011	)

Income Taxes		(7	)		(11	)		(40	)		(17	)
Net loss	$	(28,316	)	$	(5,655	)	$	(50,545	)	$	(15,176	)

Deemed Dividends and Deemed Dividends equivalents	$	(418	)	$	(35	)	$	(490	)	$	(388	)

Net loss per share attributable to common stockholders	$	(28,734	)	$	(5,690	)	$	(51,035	)	$	(15,564	)

Net loss per share attributable to common stockholders, basic and diluted	$	(1.09	)	$	(0.29	)	$	(2.17	)	$	(0.88	)

Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments	$	(287	)	$	20		$	(326	)	$	(0	)

Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents	$	(28,603	)	$	(5,635	)	$	(50,871	)	$	(15,176	)


	SERIES A – CONVERTIBLE PREFERRED		SERIES B – CONVERTIBLE PREFERRED		Class A Common Stock					Class B Common Stock				Common Stock		Subscription			Accumulated			Accumulated Other Comprehensive (Loss)			TOTAL STOCKHOLDERS’
	STOCK		STOCK		Shares			Amount		Shares		Amount		Shares	Amount	Receivables			Deficit			Income			DEFICIT
Balance at January 1, 2021		—	$	4,040		4,392,919		$	24,872		—	$	—		—		(4,033	)	$	(36,221	)	$	36		$	(15,346	)
Retroactive Application of the conversion ratio 4.63 applied on the reverse merger (Note 4)				—		20,359,154			—		—		—				—			—			—			—
Issuance of common shares – for Sale				—		127,116			923		—		—				—			—			—			923
Issuance of common stock – for Warrant conversion				—		1,075,867			10,567		—		—				—			—			—			10,567
Issuance of common shares – for settlement of Lease				—		177,827			1,747		—		—				—			—			—			1,747
Settlement of Subscription Receivables				—		—			—		—		—				4,033			—			—			4,033
Share based compensation				—		15,706			1,716		—		—				—			—			—			1,716
Dividends and dividend equivalents for Preferred Stockholders				35		—			—		—		—				—			(35	)		—			(35	)
Changes in currency translation adjustment				—		—			—		—		—				—			—			7			7
Net loss		—		—		—			—		—		—		—		—			(14,065	)		—			(14,065	)
Balance at March 31, 2021		—	$	4,075		21,755,670		$	39,825		—	$	—	—	—	$	—		$	(50,321	)	$	43		$	(10,453	)
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition				—		1,057,740			10,389		—		—				—			—			—			10,389
Share based compensation				—		—			447		—		—				—			—			—			447
Exchange of Class A Common Stock to Class B Common Stock				—		(14,225,898	)		—		14,225,898		0				—			—			—			0
Dividends and dividend equivalents for Preferred Stockholders				37		—			—		—		—				—			(37	)		—			(37	)
Changes in currency translation adjustment				—		—			—		—		—				—			—			(46	)		(46	)
Net loss		—		—		—			—		—		—		—		—			(8,164	)		—			(8,164	)
Balance at June 30, 2021		—	$	4,112		8,587,511		$	50,661		14,225,898	$	0		—	$	—		$	(58,522	)	$	(3	)	$	(7,864	)
Dividends and dividend equivalents for Preferred Stockholders				418		—			—		—		—				—			(418	)		—			(418	)
Issuance of common stock – for Conversion of Series B Convertible Redeemable Preferred Stocks			(4,530	)	1,313,754			4,530		—		—				—			—			—			4,530
Reverse recapitalization and issuance of PIPE units - Net of offering costs				—		4,988,551			20,392		—		—				—			—			—			20,392
Share based compensation				—		380,520			4,343		—		—				—			—			—			4,343
Issuance of shares – Exercise of Liability warrant				—		165,289			4,666		—		—				—			—			—			4,666
Changes in currency translation adjustment				—		—			—		—		—				—			—			(287	)		(287	)
Net loss		—		—		—			—		—		—		—		—			(28,316	)					(28,316	)
Balance at September 30, 2021		—	$	—		15,435,625		$	84,592		14,225,898	$	0		—	$	—		$	(87,256	)	$	(290	)	$	(2,954	)

fair value of the assets acquired and liabilities
Government relationships	$	1,870
Customer relationships		887
Other current Assets		169
Cash and cash equivalents		168
Security Deposits		143
Property and Equipment, net		111
Account Receivables		62
Other non current Assets		11
Total identifiable assets acquired	$	3,421
Financial liabilities		(920	)
Other liabilities		(928	)
Total Liabilities assumed	$	(1,848	)
Goodwill		10,971
Total acquisition consideration	$	12,544

Schedule of consolidated income statement
	For the period April 1, 2021 to September 30, 2021
Revenues	$	676
Net Loss		(976	)

MiMoto had been acquired
	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenues	$	4,702		$	2,351		$	8,885		$	3,656
Net Loss		(28,316	)		(5,574	)		(51,226	)		(15,936	)

Schedule of consummation of the business combination
	August 12, 2021
Cash and cash equivalents	$	20,281
Subscription receivable – PIPE Investment in the form of cancelation of Helbiz Holdings promissory notes		5,000
Prepaid expenses and other current assets		739
Liability Warrants		(1,958	)
Liabilities toward Helbiz		(570	)
Accounts payable and accrued expenses		(54	)
Net Asset Acquired, excluding Helbiz transaction costs	$	23,438
Helbiz transaction costs		(3,046	)
Net Asset Acquired from the business combination		20,392

Revenue recognition
	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Mobility Revenues	$	2,716	$	2,982	$	4,293	$	3,997
Pay per ride		2,187		2,304		3,392		3,099
Mobility Subscriptions		360		451		648		615
Partnerships fees		169		227		253	$	283
Media Revenues	$	1,489	$	—	$	3,145	$	—
Commercialization of Media rights (B2B)		1,052		—		2,348		—
Advertising fees		156		—		206		—
Live subscriptions (B2C)		281		—		591		—
Other Revenues	$	153	$	—	$	232	$	—
Total Revenues	$	4,358	$	2,982	$	7,670	$	3,997

Deferred revenues
Deferred revenues	December 31, 2020		Additions		Utilization			June 30, 2021		Additions		Utilization			September 30, 2021
Deferred Income																	January 1, 2021		Additions		Q1 2021 Revenue			March 31, 2021		FX Rate adj		Additions		Q2 2021 Revenue			June 30, 2021

Mobility - Prepaid Customer wallet	$	89		1,627		(1,162	)		554		1,480		(1,087	)		947
Mobility - Partnership		57		189		(25	)		221		—		(71	)		150
Live - Media Rights		—		—		—			—		588		—			588
Mobility																	$	146		391		(345	)		192		165		1,260		(842	)		775
Media																		—		—		—			—		—		—		—			—
Total		146	$	1,816	$	(1,187	)	$	775	$	2,068	$	(1,158	)	$	1,685	$	146	$	391	$	(345	)	$	192	$	165	$	1,260	$	(842	)	$	775

Deferred Income	January 1, 2022		FX Rate adj			Additions		Q1 2022 Revenue			March 31, 2022		FX Rate adj			Additions		Q2 2022 Revenue			June 30, 2022

Mobility	$	1,183		(19	)		347		(329	)		1,182		(33	)		592		(538	)		1,203
Media		402		(40	)		2,473		(316	)		2,519		(136	)		1,623		(1,558	)		2,448
Total	$	1,585	$	(59	)	$	2,820	$	(645	)	$	3,701	$	(169	)	$	2,215	$	(2,096	)	$	3,651

Contract assets roll forward
Contract assets	January 1, 2022		Additions		Q1 2022 COGS			FX Rate adj.			March 31, 2022		Additions		Q2 2022 COGS			FX Rate adj.			June 30, 2022

Media		2,758		2,835		(4,510	)		(50	)		1,033		4,427		(3,586	)		(69	)		1,806
Total	$	2,758	$	2,835	$	(4,510	)	$	(50	)	$	1,033	$	4,427	$	(3,586	)	$	(69	)	$	1,806

Schedule of Prepaid and other current assets
	September 30,		December 31,
	2021		2020
D&O Insurance Coverage	$	4,861	$	—
VAT		1,443		169
Prepaid		1,126		671
Other current assets		612		326
Total prepaid and other current assets	$	8,042	$	1,166

Property, Plant and Equipment
	June 30,			December 31,
	2022			2021
Sharing electric vehicles	$	11,995		$	9,348
Furniture, fixtures, equipment, computers, and software		2,384			2,195
Leasehold improvements		698			655
Electric vehicle deposits		3,352			2,928
Total property, equipment and vehicle deposits, gross		18,429			15,126
Less: accumulated depreciation		(7,195	)		(7,510	)
Total property, equipment and vehicle deposits, net	$	11,234		$	7,616

Property and equipment
	Estimated Useful Life		September 30,			December 30,
	(in years)		2021			2020
Rental e-scooters		1-1.5	$	7,084		$	4,390
Rental e-bikes		2		401			703
Rental e-mopeds		4		453			—
Furniture, fixtures, and equipment		7-5		1,084			545
Computers and software		3		966			875
Leasehold improvements		Note 1		679			81
Total property and equipment, gross				10,667			6,594
Less: accumulated depreciation				(6,467	)		(2,871	)
Total property and equipment, net			$	4,200		$	3,723

Schedule of Electric vehicle deposits
Advance to Suppliers	January 1, 2022		Additions		Reclassification in Sharing electric vehicles			FX Rate adj.			June 30, 2022

Mobility		2,928		3,090		(2,553	)		(113	)		3,352
Total	$	2,928	$	3,090	$	(2,553	)	$	(113	)	$	3,352

Schedule of goodwill
Goodwill	January 1, 2022		Additions		Impairment		FX rate Adj			June 30, 2022

MiMoto Smart Mobility S.r.l.		10,696		—		—		(905	)		9,791
Total	$	10,696	$	—	$	—	$	(905	)	$	9,791

Intangible assets
	September 30,			December 31,
	2021			2020
Government Relationships		1,831			—
Customer Relationships		869			—
Licenses		618			438
Other Intangible assets		50			44
Total Intangible assets, Gross	$	3,368		$	482
Less: accumulated amortization		(980	)		(315	)
Total Intangible assets, net	$	2,388		$	167

summarizes the amortization expenses
	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Cost of revenues	$	249	$	75	$	643	$	199
Sales & marketing		72		—		146		—
General & administrative		2		1		6		2
Total Amortization expenses	$	323	$	76	$	795	$	201

Schedule of Other assets
	June 30,		December 31,
	2022		2021
Letter of Intent	$	1,000	$	—
Other		539		1,212
Total other assets	$	1,539	$	1,212

Schedule of Warrants, classified as a liability
	September 30,		December 31,		June 30,		December 31,
	2021		2020		2022		2021
GRNV Sponsor Private Warrants	$	5,330	$	—		210		1,596
2020 Warrant Purchase Agreement		—		6,439
Total Liability warrants	$	5,330	$	6,439
Total liability warrants					$	210	$	1,596

Schedule of liability warrants
Warrant liabilities	January 1, 2021		Change in fair value		Exercise (fair value)			June 30, 2021

2020 Warrant Purchase Agreement *		6,439		4,128		(10,567	)		—
Total	$	6,439	$	4,128	$	(10,567	)	$	—

Warrant liabilities	December 31, 2021		Change in fair value			Exercise (fair value)		June 30, 2022

GRNV Sponsor Private Warrants		1,596		(1,386	)		—		210
Total	$	1,596	$	(1,386	)	$	—	$	210

fair value on a recurring
					September 30, 2021
	Fair Value		Expected term		Total		Level 1		Level 2		Level 3
2020 Warrant Purchase Agreement	$	2.54 each		4.36	$	5,330		—		—	$	5,330
Total					$	5,330	$	—	$	—	$	5,330

Fair Value, Liabilities Measured on Recurring Basis
	June 30, 2022
	Total		Level 1		Level 2		Level 3
GRNV Sponsor Private Warrants	$	210		—		—	$	210
Total	$	210	$	—	$	—	$	210

					December 31, 2020
	Fair Value		Expected term		Total		Level 1		Level 2		Level 3
2020 Warrant Purchase Agreement	$	26.19 each		N/A	$	6,439		—		—	$	6,439
Total					$	6,439	$	—	$	—	$	6,439

Assumptions used
	June 30,			December 31,
	2022			2021
Remaining term (in years)		4.12			4.62
Expected volatility		90	%		40	%
Risk-free interest rate		3.00	%		1.2	%
Expected dividend yield		0	%		0	%

Financial liabilities
	Interest Rate			Maturity Date			June 30, 2022			December 31, 2021
2021 Convertible Debts amended		5	%		2022			16,488			30,291
2022 Convertible Debts		5	%		2023	⁽²⁾		10,081			—
Secured Long Term Loan		12.7	%		2023			14,245			13,679
Long Term Loan		4.5	%		2026			3,344			3,918
Long Term Loan		5.4	%		2024			1,561			2,054
Capital lease liability⁽¹⁾		N/A			2023			2,792			—
CEO Promissory Note (Related Party)		0	%		2022			380			—
Other financial liabilities		Varies			Varies			1,017			1,053
Total principal and accumulated interests								49,907			50,994
Total unamortized debt discounts and debt issuance costs								(1,753	)		(7,464	)
Total financial liabilities and capital leases, net								48,154			43,530
Of which classified as Current financial liabilities and capital liabilities, net								30,597			25,473
Of which classified as Non-current financial Liabilities, net								17,557			18,057

Interest expenses
Schedule of Financial liabilities impacts on Statement of Operations	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
2021 Convertible Debts pre and post amendment		426		—		1,810		—
2022 Convertible Debts		384		—		384		—
Secured Long Term Loan		516		418		973		454
Other financial liabilities		185		148		325		610
Total Interest expenses, net		1,512		566		3,492		1,064

2021 Convertible Debts		2,065		—		2,065		—
Total Loss on extinguishment of debts		2,065		—		2,065		—

Schedule of financial liabilities
	Three Months Ended September 30,				Nine Months Ended September 30
	2021		2020		2021		2020
Secured Long Term Loan	$	438		—	$	892		—
Promissory Notes		2		319		402		425
Long Term Loans		122		—		314		—
Revolving Credit		—		31		28		91
Other Current financial debts		—		22		—		71
Convertible Debts		—		39		—		490
Total Interest expenses	$	562		411	$	1,636		1,077

Schedule of Convertible Debts
Original Terms impacted	Note-1		Note-2		Note-3		Warrant
Maturity Date	October 12, 2022		October 22, 2022		November 11, 2022		N/A
Fixed Conversion Price	$	20.00	$	20.00	$	20.00		N/A
Floor Price	$	10.00	$	8.25	$	8.55		N/A
Strike Price		N/A		N/A		N/A	$	20.00

Amended Terms		Note-1		Note-2		Note-3		Warrant
Maturity Date		December 31, 2022		December 31, 2022		December 31, 2022		N/A
Fixed Conversion Price	$	3.00	$	3.00	$	3.00		N/A
Floor Price	$	0.25	$	0.25	$	0.25		N/A
Strike Price		N/A		N/A		N/A	$	3.00

Schedule of Convertible Debts
	Convertible Note-1		Convertible Note-2
Issuance date	April 15, 2022		May 27, 2022
Maturity Date	April 15, 2023		May 27, 2023
Principal	$	6,000,000	$	4,000,000
Fixed Conversion Price	$	3.00	$	3.00
Floor Price	$	0.25	$	0.25
Interest rate		5.00%		5.00%
Default interest rate		15.00%		15.00%