UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2022
Helbiz, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-39136 | | 84-3015108 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS. Employer
Identification No.) |
| | 32 Old Slip, New York, NY 10005 | |
| | (Address of Principal Executive Offices, and Zip Code) | |
| | (917) 675-7157 | |
| | Registrant’s Telephone Number, Including Area Code | |
| | | |
| | (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 the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On July 11, 2022, we issued a convertible note to an investor in exchange for $2 million. The notes are part of a $50 million program that we have set up and pursuant to which we intend to issue green notes that we expect to trade on the Irish Stock Exchange plc (trading as Euronext Dublin). The notes carry 6.75% interest and mature in July 2027. We can redeem the note after December 15, 2023.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibits are attached to this Current Report on Form 8-K.
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 12, 2022
| | HELBIZ, INC. |
| | |
| | By: | /s/ Salvatore Palella |
| | Name: Title: | Salvatore Palella
Chief Executive Officer |
