Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 15, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39136 | |
Entity Registrant Name | Helbiz, Inc | |
Entity Central Index Key | 0001788841 | |
Entity Tax Identification Number | 84-3015108 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 32 Old Slip | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 917 | |
Local Phone Number | 675-7157 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,024,917 | |
Class Common Stock 0. 00001 Par Value [Member] | ||
Title of 12(b) Security | Class A Common Stock, $0.00001 par value | |
Trading Symbol | HLBZ | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Each Warrant Exercisable For One Share Of Class Common Stock [Member] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one share of Class A Common Stock | |
Trading Symbol | HLBZW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,480 | $ 21,143 |
Accounts receivables | 1,788 | 451 |
Contract assets – Media rights | 1,806 | 2,758 |
VAT receivables | 2,843 | 2,992 |
Prepaid and other current assets | 4,458 | 4,681 |
Total current assets | 13,375 | 32,025 |
Property, equipment and deposits, net | 11,234 | 7,616 |
Goodwill | 9,791 | 10,696 |
Intangible assets, net | 1,493 | 2,075 |
Other assets | 1,539 | 1,212 |
TOTAL ASSETS | 37,433 | 53,623 |
Current liabilities: | ||
Account payables | 14,182 | 10,536 |
Accrued expenses and other current liabilities | 4,000 | 3,806 |
Deferred revenues | 3,651 | 1,585 |
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 | 502 | 419 |
Non-current financial liabilities, net | 17,557 | 18,057 |
TOTAL LIABILITIES | 70,699 | 61,472 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding | ||
Accumulated other comprehensive (loss) income | (1,150) | (621) |
Accumulated deficit | (147,004) | (108,682) |
Total Stockholders’ deficit | (33,266) | (7,849) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 37,433 | 53,623 |
Common Class A [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock | 114,888 | 101,454 |
Common Class B [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 285,774,102 | 285,774,102 |
Common stock, shares issued | 26,393,183 | 16,289,209 |
Common stock, shares outstanding | 26,393,183 | 16,289,209 |
Common Class B [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 14,225,898 | 14,225,898 |
Common stock, shares issued | 14,225,898 | 14,225,898 |
Common stock, shares outstanding | 14,225,898 | 14,225,898 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
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) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (unaudited) - USD ($) $ in Thousands | Convertible Preferred Stock Series B [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Subscription Receivables [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 4,040 | $ 24,872 | $ (4,033) | $ (36,221) | $ 36 | $ (15,346) | |
Beginning balance, Shares at Dec. 31, 2020 | 20,359,154 | ||||||
Issuance of common shares – for Sale | $ 923 | 923 | |||||
Issuance of common shares for sale, shares | 127,116 | ||||||
Issuance of common shares – to financial advisor for Issuance of Common Shares | $ 33 | 33 | |||||
Issuance of common shares - to financial advisor for Issuance of Common Shares, shares | 5,719 | ||||||
Issuance of common stock – Exercise of Warrants | $ 10,567 | 10,567 | |||||
Issuance of common stock - Exercise of Warrants, shares | 1,075,867 | ||||||
Issuance of common stock – for settlement of Lease | $ 1,747 | 1,747 | |||||
Issuance of common stock - for settlement of Lease, shares | 177,827 | ||||||
Settlement of Subscription Receivables | 4,033 | 4,033 | |||||
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition | $ 10,389 | 10,389 | |||||
Issuance of common stock - MiMoto Smart Mobility S.r.l. Acquisition. shares | 1,057,740 | ||||||
Share based compensation | $ 2,130 | 2,130 | |||||
Share based compensation shares | 9,987 | ||||||
Exchange of Class A Common Stock to Class B Common Stock | |||||||
Exchange of Class A Common Stock to Class B Common Stock, shares | (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) | |||||
Ending balance, value at Jun. 30, 2021 | 4,112 | $ 50,661 | (58,522) | (3) | (7,863) | ||
Ending balance, Shares at Jun. 30, 2021 | 8,587,512 | 14,225,898 | |||||
Beginning balance, value at Mar. 31, 2021 | 4,075 | $ 39,825 | (50,321) | 43 | (10,453) | ||
Beginning balance, Shares at Mar. 31, 2021 | 21,755,670 | ||||||
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition | $ 10,389 | 10,389 | |||||
Issuance of common stock - MiMoto Smart Mobility S.r.l. Acquisition. shares | 1,057,740 | ||||||
Share based compensation | $ 447 | 447 | |||||
Exchange of Class A Common Stock to Class B Common Stock | |||||||
Exchange of Class A Common Stock to Class B Common Stock, shares | (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) | |||||
Ending balance, value at Jun. 30, 2021 | 4,112 | $ 50,661 | (58,522) | (3) | (7,863) | ||
Ending balance, Shares at Jun. 30, 2021 | 8,587,512 | 14,225,898 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 101,454 | (108,682) | (621) | (7,849) | |||
Beginning balance, Shares at Dec. 31, 2021 | 16,289,209 | 14,225,898 | |||||
ASU No. 2020-06 - modified retrospective method | $ (4,187) | 816 | (3,371) | ||||
Issuance of Warrants - in conjunction with Convertible Notes issuance | 603 | 603 | |||||
Issuance of common shares – Commitment shares for Convertible Notes issuance | $ 399 | 399 | |||||
Issuance of common shares - Commitment shares for Convertible Notes issuance, shares | 150,000 | ||||||
Issuance of common shares – to legal advisors for Convertible Note issuance | $ 296 | 296 | |||||
Issuance of common shares - to legal advisors for Convertible Note issuance, shares | 200,000 | ||||||
Issuance of common shares – for Conversion of 2021 Convertible Notes | $ 14,326 | 14,326 | |||||
Issuance of common shares for Conversion of 2021 Convertible Notes, shares | 9,649,626 | ||||||
Issuance of common shares - for Settlement of Account Payable | $ 48 | 48 | |||||
Issuance of common shares - for Settlement of Account Payable, shares | 27,166 | ||||||
Share based compensation | $ 1,948 | 1,948 | |||||
Share based compensation shares | 77,182 | ||||||
Changes in currency translation adjustment | (529) | (529) | |||||
Net loss | (39,137) | (39,137) | |||||
Ending balance, value at Jun. 30, 2022 | $ 114,888 | (147,004) | (1,150) | (33,266) | |||
Ending balance, Shares at Jun. 30, 2022 | 26,393,183 | 14,225,898 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 105,180 | (127,263) | (944) | (23,027) | |||
Beginning balance, Shares at Mar. 31, 2022 | 18,699,956 | 14,225,898 | |||||
Issuance of Warrants - in conjunction with Convertible Notes issuance | $ 603 | 603 | |||||
Issuance of common shares – Commitment shares for Convertible Notes issuance | $ 399 | 399 | |||||
Issuance of common shares - Commitment shares for Convertible Notes issuance, shares | 150,000 | ||||||
Issuance of common shares – to legal advisors for Convertible Note issuance | $ 296 | 296 | |||||
Issuance of common shares - to legal advisors for Convertible Note issuance, shares | 200,000 | ||||||
Issuance of common shares – for Conversion of 2021 Convertible Notes | $ 7,516 | 7,516 | |||||
Issuance of common shares for Conversion of 2021 Convertible Notes, shares | 7,242,626 | ||||||
Issuance of common shares - for Settlement of Account Payable | $ 117 | 117 | |||||
Issuance of common shares - for Settlement of Account Payable, shares | 79,353 | ||||||
Share based compensation | $ 776 | 776 | |||||
Share based compensation shares | 21,248 | ||||||
Changes in currency translation adjustment | (206) | (206) | |||||
Net loss | (19,740) | (19,740) | |||||
Ending balance, value at Jun. 30, 2022 | $ 114,888 | $ (147,004) | $ (1,150) | $ (33,266) | |||
Ending balance, Shares at Jun. 30, 2022 | 26,393,183 | 14,225,898 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net loss | $ (39,137) | $ (22,229) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,661 | 3,331 |
Loss on disposal of assets | 116 | 238 |
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 | 2,252 | 2,131 |
Other non-cash items related to licensing | 748 | |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | 2,617 | (38) |
Security deposits | (5) | 22 |
Accounts receivables | (1,337) | (360) |
Accounts payables | 3,935 | (196) |
Accrued expenses and other current liabilities | 2,263 | 1,240 |
Other non-current liabilities | 83 | (137) |
Net cash used in operating activities | (23,206) | (10,613) |
Investing activities | ||
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) | |
Net cash used in investing activities | (4,703) | (7,208) |
Financing activities | ||
Proceeds from issuance of financial liabilities, net | 10,248 | 18,156 |
Repayment of financial liabilities | (1,495) | (2,505) |
Proceeds from issuance of financial liabilities, due to related party - Officer | 380 | 2,010 |
Proceeds from settlement of Subscription receivables | 4,033 | |
Proceeds from sale of Class A common shares, net | 955 | |
Payments of offering costs and underwriting discounts and commissions | (1,193) | |
Net cash provided by financing activities | 9,133 | 21,456 |
Increase (decrease) in cash and cash equivalents, and restricted cash | (18,776) | 3,635 |
Effect of exchange rate changes | 306 | (39) |
Net increase (decrease) in cash and cash equivalents, and restricted cash | (18,470) | 3,596 |
Cash and cash equivalents, and restricted cash, beginning of year | 21,253 | 790 |
Cash and cash equivalents, and restricted cash, end of year | 2,783 | 4,386 |
RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET | ||
Cash and cash equivalents | 2,480 | 4,277 |
Restricted cash, included in Current assets | 193 | |
Restricted cash, included in Other assets, non-current | 110 | 109 |
Supplemental disclosure of cash flow information | ||
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 | 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 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 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. Founded on proprietary technology platforms, the Company’s core business is the offering of electric scooters, bikes and mopeds in the sharing environment. Through its Mobility App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. Additionally, the 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, and Belgrade, with additional operational teams around the world. The Company currently has electric vehicles operating in the United States and Europe. Basis of Presentation These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and 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. The condensed consolidated balance sheet as of December 31, 2021, included herein was derived from the audited financial statements as of that date. Certain information and 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 results of operations to be anticipated for any future annual or interim period. |
Going Concern and Management_s
Going Concern and Management’s Plans | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Plans | 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 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Use of Estimates | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Use of Estimates | 3. Summary of Significant Accounting Policies and Use of Estimates 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 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. Recent Accounting Pronouncements Adopted 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. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective approach. In the condensed consolidated 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 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) |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition | |
Revenue Recognition | 4. Revenue Recognition The table below shows the revenues breakdown for the three and six months ended on June 30, 2022, and on June 30, 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 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. The table below shows the Deferred revenues roll-forward from January 1, 2021, to June 30, 2021, and from January 1, 2022, to June 30, 2022. Deferred revenues Deferred Income January 1, 2021 Additions Q1 2021 Revenue March 31, 2021 FX Rate adj Additions Q2 2021 Revenue June 30, 2021 Mobility $ 146 391 (345 ) 192 165 1,260 (842 ) 775 Media — — — — — — — — Total $ 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 take a ride, while deferred revenues related to Media will be mainly recorded as Revenues in the six months ending December 31, 2022. |
Contract assets _ Media rights
Contract assets – Media rights | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Contract assets – Media rights | 5. Contract assets – Media rights The table below shows the Contract assets roll-forward from January 1, 2022, to June 30, 2022. During the period January 1, 2021 – June 30, 2021, the Company did not perform any media activities. 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 |
Property, equipment and vehicle
Property, equipment and vehicle deposits, net | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Property, equipment and vehicle deposits, net | 6. 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 Security Deposits for leasing vehicles amounted to $ 1,039 a) $ 678 b) $ 361 Refer to “Commitments and Contingencies” paragraph for further disclosures related to the capital lease agreements. 7. Property, equipment and 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 Depreciation expenses related to the leased assets amounted to $ 434 567 The 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 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 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill The table below shows the Goodwill roll-forward from January 1, 2022, to June 30, 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 |
Other assets
Other assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other assets | 9. Other assets 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 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 conditions for the acquisition of all of the outstanding capital stock of Wheels and agreed to provide additional $ 1 1 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 |
Liability warrants
Liability warrants | 6 Months Ended |
Jun. 30, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Liability warrants | 10. Liability warrants The Company’s Warrants, classified as a liability, consisted of the following: Schedule of Warrants, classified as a liability June 30, December 31, 2022 2021 GRNV Sponsor Private Warrants 210 1,596 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. The table below show a cumulative change in fair value amounted to $ 1,386 945 441 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 The following tables summarize the fair value hierarchy of the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2022, and December 31, 2021. 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, 2021 Total Level 1 Level 2 Level 3 GRNV Sponsor Private Warrants $ 1,596 — — $ 1,596 Total $ 1,596 $ — $ — $ 1,596 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. GRNV Sponsor Private Warrants are accounted as liability and categorized as Level 3 financial liabilities for the absence of an active market. As of June 30, 2022, and December 31, 2021, the fair values of each GRNV Sponsor Private Warrant amounted to $ 0.10 0.76 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 — % — % |
Current and Non-current financi
Current and Non-current financial liabilities and capital leases, net | 6 Months Ended |
Jun. 30, 2022 | |
Current And Non-current Financial Liabilities And Capital Leases Net | |
Current and Non-current financial liabilities and capital leases, net | 11. 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 (1) Please refer to Commitments and Contingencies The table below shows the impact on the statements of operations, Interest expense, net Loss on extinguishment of debts 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 — 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 On April 15, 2022, and on May 17, 2022, Helbiz amended certain terms of the 2021 Convertible Notes and related 1,000,000 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 statements of operations as Loss on extinguishment of debt. The Company analyzed the April 15, 2022 amendment of the exercise price of the 1,000,000 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 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 3,371 4,187 Conversions During the three months ended June 30, 2022, the Note Holder converted $ 7,516 7,354 162 7,242,626 During the six months ended June 30, 2022, the Note Holder converted $ 14,398 13,854 544 9,649,626 2022 Convertible Debts On 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: (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 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 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 Based on the SPA and the amendment that occurred on May 17, 2022, the Company is required to pay a redemption premium in two circumstances: a) if the Company redeems the 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 15 consecutive trading days. In case event b) occurred the Company is required to make monthly payments which shall be in an amount equal to the sum of (i) the 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 Closing Bid Price on the Trading Day immediately prior to such Reset Notice. At the issuance dates of the Convertible Notes, the Company separated the Convertible Notes into a liability and equity components. In detail, at the issuance of the convertible notes, the Company determined the fair value of: (i) 500,000 1.34 2.79 60 5.00 (ii) 150,000 2.66 (iii) convertible notes fair value has been approximated with their principal amount, $ 10 The 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 recorded the following debt discounts related to the Convertible notes: a) The fair value of the 150,000 399 b) Issuance costs related to legal fees, amounted to $ 451 155 296 The difference between the principal amounts of the Convertible Notes and the liability components ("debt discount") is amortized to interest expense over the contractual term of the notes. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases The Company entered into various non-cancellable operating lease agreements for office facilities, e-mopeds leases, corporate vehicles’ licensing, and corporate housing entered into by the Company with lease periods expiring through 2024. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. The terms of the leases provide for 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 1,484 657 1,119 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 Note. 7 Property, equipment and deposits, net Lease expenses under capital leases were accounted as interest expenses for $ 83 112 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. |
Share based compensation expens
Share based compensation expenses | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Share based compensation expenses | 13. Share based compensation expenses Stock-based compensation expense is allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, for third-party consultants. The following table summarizes total stock-based compensation expense by account for the 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 — |
Net Loss Per Share - Dilutive o
Net Loss Per Share - Dilutive outstanding shares | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share - Dilutive outstanding shares | 14. Net Loss Per Share - Dilutive outstanding shares 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 June 30, Six months ended June 30, 2022 2021 2022 2021 2020 Equity Incentive Plan 7,354,869 7,409,701 7,354,869 7,409,701 Public Warrants 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 — Class B Common Shares - Held in escrow for indemnification purpose 1,600,000 — 1,600,000 — 2020 CEO Performance Award 600,000 600,000 600,000 600,000 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 343,419 — 343,419 Total number of Common Shares not included in the EPS Basic and diluted 64,635,486 9,666,873 64,635,486 9,666,873 * The number of Common Shares presented is based on the principal plus accumulated interests outstanding as of 6.30.2022 divided by $0.61 (92.5% of the lowest DVWAP of the Class A Common Stock during the five consecutive trading days immediately preceding 6.30.22) |
Segment and geographic informat
Segment and geographic information | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Segment and geographic information | 15. Segment and geographic information The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from operations. Schedule of segment Revenue and Cost of revenue Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Mobility 2,716 2,982 4,293 3,997 Live 1,489 — 3,145 — All Other 153 — 232 — Total Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997 Cost of revenue Mobility (5,019 ) (6,073 ) (9,657 ) (10,577 ) Live (4,675 ) — (10,950 ) — All Other (574 ) — (999 ) — Total Cost of revenue $ (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 (638 ) (588 ) (1,382 ) (1,164 ) Loss from operations $ (16,398 ) $ (7,592 ) $ (34,447 ) $ (16,744 ) Revenue by geography is based on where a trip was completed, or media content occurred. The following table set forth revenue by geographic area for the three and six months ended June 30, 2022, and 2021. Schedule of Revenue by geography Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Italy 3,709 2,031 6,661 2,681 United States 649 951 1,009 1,316 All other countries — — — — 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 June 30, 2022, and December 31, 2021. Schedule of intangible assets, goodwill and other assets June 30, December 31, Non-Current Assets 2022 2021 Italy $ 16,480 $ 17,905 United States 7,402 3,337 All other countries 176 184 Total Non-Current Assets $ 24,058 $ 21,426 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions During the six months ended June 30, 2022, our majority shareholder and CEO has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $ 380 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events 2021 Convertible Debts, conversion into Common Shares From July 1, 2022, to the date of this prospectus, the Note Holder converted $ 4.6 0.4 9,694,902 CEO Promissory notes, conversion into Common Shares On July 20, 2022, the Company’s majority shareholder and CEO converted $ 0.2 327,425 Issuance of Note On July 11, 2022, the Company issued a note to an investor in exchange for 2 6.75 Issuance of Convertible Notes On 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 a convertible note in the principal amount of $ 3 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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 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. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted 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. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective approach. In the condensed consolidated 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 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 | Accounting Pronouncements Issued but Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition | |
Revenue recognition | 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 Deferred Income January 1, 2021 Additions Q1 2021 Revenue March 31, 2021 FX Rate adj Additions Q2 2021 Revenue June 30, 2021 Mobility $ 146 391 (345 ) 192 165 1,260 (842 ) 775 Media — — — — — — — — Total $ 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 _ Media rights
Contract assets – Media rights (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Contract assets roll forward | 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 |
Property, equipment and vehic_2
Property, equipment and vehicle deposits, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid and other current assets | 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 |
Property, Plant and Equipment | 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 |
Schedule of Electric vehicle deposits | 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 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | 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 |
Other assets (Tables)
Other assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other assets | 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 |
Liability warrants (Tables)
Liability warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Warrants, classified as a liability | Schedule of Warrants, classified as a liability June 30, December 31, 2022 2021 GRNV Sponsor Private Warrants 210 1,596 Total liability warrants $ 210 $ 1,596 |
Schedule of liability warrants | 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. The table below show a cumulative change in fair value amounted to $ 1,386 945 441 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, Liabilities Measured on Recurring Basis | 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, 2021 Total Level 1 Level 2 Level 3 GRNV Sponsor Private Warrants $ 1,596 — — $ 1,596 Total $ 1,596 $ — $ — $ 1,596 |
Assumptions used | 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 — % — % |
Current and Non-current finan_2
Current and Non-current financial liabilities and capital leases, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Instrument [Line Items] | |
Financial liabilities | 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 (1) Please refer to Commitments and Contingencies |
Interest expenses | 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 Convertible Debts | 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 |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Schedule of Convertible Debts | 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease expenses under capital leases | 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 |
Share based compensation expe_2
Share based compensation expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of stock-based compensation expenses | 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 — |
Net Loss Per Share - Dilutive_2
Net Loss Per Share - Dilutive outstanding shares (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of dilutive outstanding shares | Schedule of dilutive outstanding shares Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 2020 Equity Incentive Plan 7,354,869 7,409,701 7,354,869 7,409,701 Public Warrants 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 — Class B Common Shares - Held in escrow for indemnification purpose 1,600,000 — 1,600,000 — 2020 CEO Performance Award 600,000 600,000 600,000 600,000 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 343,419 — 343,419 Total number of Common Shares not included in the EPS Basic and diluted 64,635,486 9,666,873 64,635,486 9,666,873 |
Segment and geographic inform_2
Segment and geographic information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of segment Revenue and Cost of revenue | Schedule of segment Revenue and Cost of revenue Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Mobility 2,716 2,982 4,293 3,997 Live 1,489 — 3,145 — All Other 153 — 232 — Total Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997 Cost of revenue Mobility (5,019 ) (6,073 ) (9,657 ) (10,577 ) Live (4,675 ) — (10,950 ) — All Other (574 ) — (999 ) — Total Cost of revenue $ (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 (638 ) (588 ) (1,382 ) (1,164 ) Loss from operations $ (16,398 ) $ (7,592 ) $ (34,447 ) $ (16,744 ) |
Schedule of Revenue by geography | Schedule of Revenue by geography Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue Italy 3,709 2,031 6,661 2,681 United States 649 951 1,009 1,316 All other countries — — — — Total Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997 |
Schedule of intangible assets, goodwill and other assets | Schedule of intangible assets, goodwill and other assets June 30, December 31, Non-Current Assets 2022 2021 Italy $ 16,480 $ 17,905 United States 7,402 3,337 All other countries 176 184 Total Non-Current Assets $ 24,058 $ 21,426 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Total Revenue | $ 4,358 | $ 2,982 | $ 7,670 | $ 3,997 |
Mobility Revenues [Member] | ||||
Total Revenue | 2,716 | 2,982 | 4,293 | 3,997 |
Pay Per Ride [Member] | ||||
Total Revenue | 2,187 | 2,304 | 3,392 | 3,099 |
Mobility Subscriptions [Member] | ||||
Total Revenue | 360 | 451 | 648 | 615 |
Partnerships Fees [Member] | ||||
Total Revenue | 169 | 227 | 253 | 283 |
Media Revenues [Member] | ||||
Total Revenue | 1,489 | 3,145 | ||
Commercialization Of Media Rights [Member] | ||||
Total Revenue | 1,052 | 2,348 | ||
Advertising Fees [Member] | ||||
Total Revenue | 156 | 206 | ||
Live Subscription [Member] | ||||
Total Revenue | 281 | 591 | ||
Other Revenues [Member] | ||||
Total Revenue | $ 153 | $ 232 |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Beginning Balance | $ 3,701 | $ 1,585 | $ 192 | $ 146 |
Deferred revenue fx rate adjustment | (169) | (59) | 165 | |
Deferred revenue additions | 2,215 | 2,820 | 1,260 | 391 |
Beginning Balance | (2,096) | (645) | (842) | (345) |
Ending Balance | 3,651 | 3,701 | 775 | 192 |
Mobility [Member] | ||||
Beginning Balance | 1,182 | 1,183 | 192 | 146 |
Deferred revenue fx rate adjustment | (33) | (19) | 165 | |
Deferred revenue additions | 592 | 347 | 1,260 | 391 |
Beginning Balance | (538) | (329) | (842) | (345) |
Ending Balance | 1,203 | 1,182 | 775 | 192 |
Media [Member] | ||||
Beginning Balance | 2,519 | 402 | ||
Deferred revenue fx rate adjustment | (136) | (40) | ||
Deferred revenue additions | 1,623 | 2,473 | ||
Beginning Balance | (1,558) | (316) | ||
Ending Balance | $ 2,448 | $ 2,519 |
Contract assets - Media rights
Contract assets - Media rights (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Contract assets, beginning | $ 1,033 | $ 2,758 |
Contract with customer asset additions | 4,427 | 2,835 |
Contract with customer asset cogs | (3,586) | (4,510) |
Contract with customer asset cogs | (69) | (50) |
Contract assets, ending | 1,806 | 1,033 |
Media [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Contract assets, beginning | 1,033 | 2,758 |
Contract with customer asset additions | 4,427 | 2,835 |
Contract with customer asset cogs | (3,586) | (4,510) |
Contract with customer asset cogs | (69) | (50) |
Contract assets, ending | $ 1,806 | $ 1,033 |
Prepaid and other current asset
Prepaid and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
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 |
Property, equipment and vehic_3
Property, equipment and vehicle deposits, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property equipment | $ 18,429 | $ 15,126 |
Less: accumulated depreciation | (7,195) | (7,510) |
Total property, equipment and deposits, net | 11,234 | 7,616 |
Sharing Electric Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 11,995 | 9,348 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 2,384 | 2,195 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 698 | 655 |
Electric Vehicle Deposits [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | $ 3,352 | $ 2,928 |
Property, equipment and vehic_4
Property, equipment and vehicle deposits, net (Details 1) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Electric vehicle deposits, beginning | $ 2,928 |
Electric vehicle deposits, Additions | 3,090 |
Reclassification in Sharing electric vehicles | (2,553) |
Electric vehicle deposits fx rate adjustment | (113) |
Electric vehicle deposits, ending | 3,352 |
Mobility [Member] | |
Electric vehicle deposits, beginning | 2,928 |
Electric vehicle deposits, Additions | 3,090 |
Reclassification in Sharing electric vehicles | (2,553) |
Electric vehicle deposits fx rate adjustment | (113) |
Electric vehicle deposits, ending | $ 3,352 |
Property, equipment and vehic_5
Property, equipment and vehicle deposits, net (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
May 31, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Security Deposits for leasing vehicles | $ 1,039 | |||
Deposit, paid | $ 361 | $ 678 | 1,000 | |
Depreciation expenses | $ 434 | $ 567 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Goodwill, Beginning balance | $ 10,696 |
Goodwill Additions | |
Goodwill Impairment | |
Goodwill fx rate adjustment | (905) |
Goodwill, Beginning balance | 9,791 |
Mi Moto Smart Mobility Srl [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Goodwill, Beginning balance | 10,696 |
Goodwill Additions | |
Goodwill Impairment | |
Goodwill fx rate adjustment | (905) |
Goodwill, Beginning balance | $ 9,791 |
Other assets (Details)
Other assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Letter of Intent | $ 1,000 | |
Other | 539 | 1,212 |
Total other assets | $ 1,539 | $ 1,212 |
Other assets (Details Narrative
Other assets (Details Narrative) - USD ($) $ in Thousands | Aug. 31, 2022 | Jul. 31, 2022 | May 12, 2022 |
Subsequent Event [Line Items] | |||
Deposits | $ 1,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Additional deposits | $ 1,000 | $ 1,000 |
Liability warrants (Details)
Liability warrants (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Liability warrants | $ 210 | $ 1,596 | $ 6,439 | |
G R N V Sponsor Private Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total Liability warrants | $ 210 | $ 1,596 |
Liability warrants (Details 1)
Liability warrants (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrant liabilities, Beginning | $ 1,596 | $ 1,596 | $ 6,439 | $ 6,439 | ||
Change in fair value | $ 441 | 945 | (1,386) | 4,128 | 1,386 | |
Exercise settlement fair value | (10,567) | |||||
Warrant liabilities, ending | 210 | 210 | 1,596 | |||
Warrant Purchase Agreement 2020 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrant liabilities, Beginning | [1] | 6,439 | 6,439 | |||
Change in fair value | [1] | 4,128 | ||||
Exercise settlement fair value | [1] | (10,567) | ||||
Warrant liabilities, ending | [1] | |||||
G R N V Sponsor Private Warrants [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Warrant liabilities, Beginning | $ 1,596 | 1,596 | ||||
Change in fair value | (1,386) | |||||
Exercise settlement fair value | ||||||
Warrant liabilities, ending | $ 210 | $ 210 | $ 1,596 | |||
[1]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. |
Liability warrants (Details 2)
Liability warrants (Details 2) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | $ 210 | $ 1,596 | $ 6,439 | |
Fair Value, Inputs, Level 1 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | 210 | 1,596 | ||
G R N V Sponsor Private Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | 210 | 1,596 | ||
G R N V Sponsor Private Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | ||||
G R N V Sponsor Private Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | ||||
G R N V Sponsor Private Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant Liability | $ 210 | $ 1,596 |
Liability warrants (Details 3)
Liability warrants (Details 3) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 60% | |
G R N V Sponsor Private Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Remaining term | 4 years 1 month 13 days | 4 years 7 months 13 days |
Expected volatility | 90% | 40% |
Risk-free interest rate | 3% | 1.20% |
Dividend yield | 0% | 0% |
Liability warrants (Details Nar
Liability warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | |||||
Change in fair value | $ 441 | $ 945 | $ (1,386) | $ 4,128 | $ 1,386 |
Warrant price | $ 0.10 | $ 0.10 | $ 0.76 |
Current and Non-current finan_3
Current and Non-current financial liabilities and capital leases, net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total Financial Liabilities, net | $ 49,907 | $ 50,994 | |
Total unamortized debt discounts and debt issuance costs | (1,753) | (7,464) | |
Total Financial Liabilities, net | 48,154 | 43,530 | |
Of which classified as Current Financial Liabilities, net | 30,597 | 25,473 | |
Of which classified as Non-Current Financial Liabilities, net | $ 17,557 | 18,057 | |
Convertible Debts 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5% | ||
2021 Convertible Debts, net | $ 16,488 | 30,291 | |
Convertible Debts 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5% | ||
2021 Convertible Debts, net | $ 10,081 | ||
Of which principal and accumulated interest expenses | |||
Secured Long Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 12.70% | ||
Total Financial Liabilities, net | $ 14,245 | 13,679 | |
Long Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.50% | ||
Total Financial Liabilities, net | $ 3,344 | 3,918 | |
Long Term Loan One [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.40% | ||
Total Financial Liabilities, net | $ 1,561 | 2,054 | |
Capital Lease Liability [Member] | |||
Debt Instrument [Line Items] | |||
Total Financial Liabilities, net | [1] | $ 2,792 | |
C E O Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Total Financial Liabilities, net | $ 380 | ||
Other Financial Liabilities [Member] | |||
Debt Instrument [Line Items] | |||
Total Financial Liabilities, net | $ 1,017 | $ 1,053 | |
[1]Please refer to Commitments and Contingencies |
Current and Non-current finan_4
Current and Non-current financial liabilities and capital leases, net (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Current And Non-current Financial Liabilities And Capital Leases Net | ||||
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 |
Current and Non-current finan_5
Current and Non-current financial liabilities and capital leases, net (Details 2) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Warrant [Member] | |
Short-Term Debt [Line Items] | |
Strike Price | $ 20 |
Amended Warrant [Member] | |
Short-Term Debt [Line Items] | |
Strike Price | $ 3 |
Convertible Note 1 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | Apr. 15, 2023 |
Fixed Conversion Price | $ 3 |
Floor Price | $ 0.25 |
Convertible Note 1 [Member] | Convertible Debts 2021 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | Oct. 12, 2022 |
Fixed Conversion Price | $ 20 |
Floor Price | $ 10 |
Convertible Note 2 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | May 27, 2023 |
Fixed Conversion Price | $ 3 |
Floor Price | $ 0.25 |
Convertible Note 2 [Member] | Convertible Debts 2021 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | Oct. 22, 2022 |
Fixed Conversion Price | $ 20 |
Floor Price | $ 8.25 |
Convertible Note 3 [Member] | Convertible Debts 2021 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | Nov. 11, 2022 |
Fixed Conversion Price | $ 20 |
Floor Price | $ 8.55 |
Amended Convertible Note 1 [Member] | Convertible Debts 2021 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | Dec. 31, 2022 |
Fixed Conversion Price | $ 3 |
Floor Price | $ 0.25 |
Amended Convertible Note 2 [Member] | Convertible Debts 2021 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | Dec. 31, 2022 |
Fixed Conversion Price | $ 3 |
Floor Price | $ 0.25 |
Amended Convertible Note 3 [Member] | Convertible Debts 2021 [Member] | |
Short-Term Debt [Line Items] | |
Maturity Date | Dec. 31, 2022 |
Fixed Conversion Price | $ 3 |
Floor Price | $ 0.25 |
Current and Non-current finan_6
Current and Non-current financial liabilities and capital leases, net (Details 3) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares | |
Convertible Note 1 [Member] | |
Short-Term Debt [Line Items] | |
Issuance date | Apr. 15, 2022 |
Maturity Date | Apr. 15, 2023 |
Principal | $ | $ 6,000,000 |
Fixed Conversion Price | $ 3 |
Floor Price | $ 0.25 |
Interest rate | 5% |
Default interest rate | 15% |
Convertible Note 2 [Member] | |
Short-Term Debt [Line Items] | |
Issuance date | May 27, 2022 |
Maturity Date | May 27, 2023 |
Principal | $ | $ 4,000,000 |
Fixed Conversion Price | $ 3 |
Floor Price | $ 0.25 |
Interest rate | 5% |
Default interest rate | 15% |
Current and Non-current finan_7
Current and Non-current financial liabilities and capital leases, net (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 12, 2021 | Apr. 15, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | May 17, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||
Long-Term Debt, Weighted Average Interest Rate, at Point in Time | 92.50% | 92.50% | ||||
Warrants issued | 1,000,000 | 500,000 | 500,000 | |||
Debt discount | $ 2,065 | $ 816 | $ 816 | |||
Note holder converted | 3,371 | |||||
Originally issuance | 4,187 | 4,187 | ||||
Conversion of Stock, Amount Issued | 7,354 | 13,854 | ||||
Accumulated interests | $ 544 | $ 544 | ||||
Securities purchase agreement, description | (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 exercise price of $3.00 per share and a five-year expiration date, and (iii) two convertible notes with the following terms. | |||||
Fair value of warrant | $ 1.34 | $ 1.34 | ||||
Volatility | 60% | |||||
Short term debt | $ 10,000 | |||||
Issuance of common shares, shares | 150,000 | |||||
Issuance of common shares, value | $ 399 | $ 399 | ||||
Convertible Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Legal fees | 451 | |||||
Cash | $ 155 | 155 | ||||
Issuance of shares amount | $ 296 | |||||
Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Risk free rate | 2.79% | |||||
Remaining term | 5 years | |||||
Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Shares issued | 150,000 | 150,000 | ||||
Convertible Debt [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Note holder converted | $ 7,516 | $ 14,398 | ||||
Accumulated interests | 162 | 162 | ||||
Class B Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Security interest | $ 7,000,000 | |||||
Issuance of common shares, value | ||||||
Class A Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,242,626 | 9,649,626 | ||||
Issuance of common shares, value | $ 399 | $ 399 | ||||
Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Fair value of stock | $ 2.66 | $ 2.66 | ||||
Convertible Notes 2021 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants issued | 1,000,000 | 1,000,000 |
Commitments and Contingencie (D
Commitments and Contingencie (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating leases 2022 | $ 895 |
Capital leases 2022 | 2,193 |
Operating leases 2023 | 588 |
Capital leases 2023 | 777 |
Operating leases 2024 | 124 |
Capital leases 2024 | 60 |
Operating leases Thereafter | 41 |
Capital leases Thereafter | 15 |
Total minimum lease payments | 1,648 |
Total minimum lease payments | 3,045 |
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 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease expenses | $ 746 | $ 657 | $ 1,484 | $ 1,119 |
Financial liabilities | 2,792 | 2,792 | ||
Interest expenses | $ 83 | $ 112 |
Share based compensation expe_3
Share based compensation expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Cost of revenue | $ 10,267 | $ 6,073 | $ 21,606 | $ 10,577 |
Research and development | 638 | 588 | 1,382 | 1,164 |
Sales and marketing | 3,415 | 1,275 | 6,013 | 2,408 |
General and administrative | 6,436 | 2,638 | 13,115 | 6,592 |
Total Share based compensation expenses, net | 2,252 | 2,131 | ||
Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
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 |
Net Loss Per Share - Dilutive_3
Net Loss Per Share - Dilutive outstanding shares (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 64,635,486 | 9,666,873 | 64,635,486 | 9,666,873 | |
Stock Option Plan 2020 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 7,354,869 | 7,409,701 | 7,354,869 | 7,409,701 | |
Public Warrants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 7,736,416 | 7,736,416 | |||
Convertible Notes [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | [1] | 43,219,831 | 43,219,831 | ||
Convertible Notes Warrants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 1,500,000 | 1,500,000 | |||
G R N V Sponsor Private Warrants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 2,100,000 | 2,100,000 | |||
Class B Common Shares Held Escrow [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 1,600,000 | 1,600,000 | |||
C E O Performance Award 2020 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 600,000 | 600,000 | 600,000 | 600,000 | |
Omnibus Plan 2021 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 368,750 | 368,750 | |||
Common Stock Issued Outside Equity Incentive Plans [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 155,620 | 155,620 | |||
Convertible Preferred Stock Series B [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 1,313,753 | 1,313,753 | |||
Equity Award For Nonemployees [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Anti-dilutive shares | 343,419 | 343,419 | |||
[1]The number of Common Shares presented is based on the principal plus accumulated interests outstanding as of 6.30.2022 divided by $0.61 (92.5% of the lowest DVWAP of the Class A Common Stock during the five consecutive trading days immediately preceding 6.30.22) |
Segment and geographic inform_3
Segment and geographic information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||
Total segment revenue | $ 4,358 | $ 2,982 | $ 7,670 | $ 3,997 |
Total Cost of revenues | (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) |
Loss from operations | (16,398) | (7,592) | (34,447) | (16,744) |
Mobility [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Total segment revenue | 2,716 | 2,982 | 4,293 | 3,997 |
Total Cost of revenues | (5,019) | (6,073) | (9,657) | (10,577) |
Live [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Total segment revenue | 1,489 | 3,145 | ||
Total Cost of revenues | (4,675) | (10,950) | ||
All Other [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Total segment revenue | 153 | 232 | ||
Total Cost of revenues | $ (574) | $ (999) |
Segment and geographic inform_4
Segment and geographic information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | $ 4,358 | $ 2,982 | $ 7,670 | $ 3,997 |
ITALY | ||||
Revenue | 3,709 | 2,031 | 6,661 | 2,681 |
UNITED STATES | ||||
Revenue | 649 | 951 | 1,009 | 1,316 |
All Other Countries [Member] | ||||
Revenue |
Segment and geographic inform_5
Segment and geographic information (Details 2) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue | $ 24,058 | $ 21,426 |
ITALY | ||
Revenue | 16,480 | 17,905 |
UNITED STATES | ||
Revenue | 7,402 | 3,337 |
All Other Countries [Member] | ||
Revenue | $ 176 | $ 184 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Related Party Transactions [Abstract] | |
Gross proceeds | $ 380 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) $ in Thousands | 1 Months Ended | |||
Jul. 11, 2022 | Jul. 02, 2022 | Jul. 20, 2022 | Aug. 09, 2022 | |
Subsequent Event [Line Items] | ||||
Proceeds convertible warrant | $ 4,600 | |||
Debt Instrument, Face Amount | $ 400 | |||
Convertible note principal amount | $ 3,000 | |||
Investor [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument | 2,000,000 | |||
Interest rate | 6.75% | |||
Promissory Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from debt | $ 200 | |||
Class A Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument | 9,694,902 | |||
Class A Common Stock [Member] | Promissory Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument | 327,425 |