Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | (212) | ||
Local Phone Number | 588-0022 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
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 Public Float | $ 14,000,000 | ||
Auditor Name | Marcum | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Class A Common Stock, $0.00001 par value | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | HLBZ | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock | |||
Title of 12(b) Security | Warrant | ||
Trading Symbol | HLBZW | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock [Member] | |||
Entity Common Stock, Shares Outstanding | 278,468,103 | ||
Class B Common Stock [Member] | |||
Entity Common Stock, Shares Outstanding | 14,225,898 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 429 | $ 21,143 |
Account receivables | 1,345 | 451 |
Prepaid media rights | 2,366 | 2,758 |
VAT receivables | 3,054 | 2,992 |
Prepaid and other current assets | 4,051 | 4,680 |
Total current assets | 11,245 | 32,025 |
Goodwill | 13,826 | 10,696 |
Property, equipment and deposits, net | 9,237 | 7,616 |
Intangible assets, net | 3,267 | 2,075 |
Right of use assets | 2,872 | |
Other assets | 707 | 1,212 |
TOTAL ASSETS | 41,154 | 53,623 |
Current liabilities: | ||
Accounts payable | 14,359 | 8,110 |
Account payable related to media rights | 7,732 | 2,426 |
Accrued expenses and other current liabilities | 8,885 | 3,806 |
Deferred revenues | 3,047 | 1,585 |
Operating lease liabilities | 1,463 | |
Finance lease liabilities | 2,002 | |
Short term financial liabilities, net | 33,244 | 27,069 |
Total current liabilities | 70,732 | 42,996 |
Other non-current liabilities | 362 | 419 |
Operating lease liabilities | 1,719 | |
Finance lease liabilities | 71 | |
Non-current financial liabilities, net | 7,174 | 18,057 |
TOTAL LIABILITIES | 80,058 | 61,472 |
CONVERTIBLE PREFERRED STOCK | ||
Preferred Stock, $0.0001 par value; 100,000,000 shares authorized at December 31, 2022; 6,751,823 issued and outstanding at December 31, 2022 as Series A Convertible Preferred Stock. | ||
STOCKHOLDERS’ DEFICIT | ||
Accumulated other comprehensive loss | (2,904) | (621) |
Accumulated deficit | (189,942) | (108,682) |
Total stockholders’ deficit | (39,850) | (7,849) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | 41,154 | 53,623 |
Common Class A [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock | 152,996 | 101,454 |
Common Class B [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock | ||
Convertible Preferred Stock Series A [Member] | ||
CONVERTIBLE PREFERRED STOCK | ||
Preferred Stock, $0.0001 par value; 100,000,000 shares authorized at December 31, 2022; 6,751,823 issued and outstanding at December 31, 2022 as Series A Convertible Preferred Stock. | 945 | 0 |
STOCKHOLDERS’ DEFICIT | ||
Total stockholders’ deficit | $ 945 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 6,751,823 | 6,751,823 |
Preferred stock, shares outstanding | 6,751,823 | 6,751,823 |
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 | 161,922,116 | 16,289,209 |
Common stock, shares outstanding | 161,922,116 | 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 |
Convertible Preferred Stock Series A [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 6,751,823 | 6,751,823 |
Preferred stock, shares outstanding | 6,751,823 | 6,751,823 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 15,538 | $ 12,834 |
Operating expenses: | ||
Cost of revenues | 41,625 | 33,846 |
Research and development | 2,741 | 2,826 |
Sales and marketing | 8,712 | 10,875 |
General and administrative | 25,569 | 24,411 |
Impairment of goodwill and intangible assets | 10,390 | |
Total operating expenses | 89,037 | 71,958 |
Loss from operations | (73,499) | (59,124) |
Non-operating income (expenses), net | ||
Interest expense, net | (7,141) | (4,291) |
Loss on extinguishment of financial debts | (2,065) | |
Change in fair value of warrant liabilities | 1,456 | (8,432) |
Other financial income (expenses), net | (801) | (274) |
Total non-operating expenses, net | (8,551) | (12,997) |
Income tax benefit (expense) | (24) | 150 |
Net loss | (82,074) | (71,971) |
Deemed Dividends and Deemed Dividends equivalents | $ (490) | |
Net loss attributable to common stockholders | $ (82,074) | $ (72,461) |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.25) | $ (2.91) |
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | 65,760,991 | 24,862,600 |
Other comprehensive (loss) income, net of tax: | ||
Changes in foreign currency translation adjustments | $ (2,283) | $ (657) |
Net loss and comprehensive income, excluded Deemed Dividends | $ (84,357) | $ (72,628) |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Convertible Preferred Stock Series A [Member] | Convertible Preferred Stock Series B [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Subscriptionreceivables [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 | |||||||
Exchange of Class A Common Stock to Class B Common Stock | $ 0 | |||||||
Exchange of class A common stock to class B common stock, shares | (14,225,898) | 14,225,898 | ||||||
Issuance of common shares – for Sale | $ 923 | 923 | ||||||
Issuance of common shares for sale, shares | 127,116 | |||||||
Share based compensation - for Issuance of Common Shares | $ 73 | 73 | ||||||
Share based compensation for Issuance of Common Shares, shares | 5,720 | |||||||
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 Acquisitio, shares | 1,057,740 | |||||||
Issuance of common stock – Exercise of Warrants | $ 22,864 | 22,864 | ||||||
Issuance of common stock exercise of warrants, shares | 1,904,739 | |||||||
Issuance of common stock – for settlement of Lease | $ 1,747 | 1,747 | ||||||
Issuance of common stock for settlement of Lease, shares | 177,827 | |||||||
Issuance of common stock – Commitment shares for Convertible Notes issuance | $ 1,598 | 1,598 | ||||||
Issuance of common stock commitment shares for convertible notes issuance, shares | 150,000 | |||||||
Issuance of Warrants - in conjunction with Convertible Notes issuance | $ 2,245 | 2,245 | ||||||
Share based compensation - for Convertible Note issuance | $ 256 | 256 | ||||||
Share based compensation for convertible note issuance, shares | 25,000 | |||||||
Beneficial conversion features (BCF) - for Convertible Notes issuance | $ 4,187 | 4,187 | ||||||
Settlement of Subscription Receivables | 4,033 | 4,033 | ||||||
Share based compensation | $ 7,379 | 7,379 | ||||||
Share based compensation, shares | 405,506 | |||||||
Dividends and dividend equivalents for Preferred Stockholders | 490 | (490) | (490) | |||||
Issuance of common stock – for Conversion of Series B Convertible Redeemable Preferred Stocks | (4,530) | $ 4,530 | 4,530 | |||||
Issuance of common stock for conversion of series B convertible redeemable preferred stocks, shares | 1,313,754 | |||||||
Reverse recapitalization and issuance of PIPE units | $ 20,392 | 20,392 | ||||||
Reverse recapitalization and issuance of PIPE units, shares | 4,988,551 | |||||||
Changes in currency translation adjustment | (657) | (657) | ||||||
Net loss | (71,971) | (71,971) | ||||||
Ending balance, value at Dec. 31, 2021 | $ 101,454 | (108,682) | (621) | (7,849) | ||||
Ending balance, Shares at Dec. 31, 2021 | 16,289,209 | 14,225,898 | ||||||
Issuance of common shares – for Conversion of Convertible Notes | $ 43,785 | 43,785 | ||||||
Issuance of common shares for Conversion of Convertible Notes , shares | 106,376,113 | |||||||
Reclassification of bifurcated embedded conversion option pursuant to the adoption of accounting pronouncement ASU 2020-06 | $ (4,187) | 816 | (3,371) | |||||
Issuance of Warrants | 790 | 790 | ||||||
Issuance of common shares – Commitment shares for Convertible Notes issuance | $ 399 | 399 | ||||||
Issuance of common shares, shares | 150,000 | |||||||
Issuance of common shares – for legal services rendered in connection with issuance of convertible notes | $ 451 | 451 | ||||||
Issuance of common shares - for legal services rendered in connection with issuance of convertible notes, shares | 450,000 | |||||||
Issuance of common shares – for Advance Notices under SEPA | $ 3,169 | 3,169 | ||||||
Issuance of common shares - for Advance Notices under SEPA, shares | 23,100,000 | |||||||
Issuance of common shares – for legal services rendered in connection with SEPA | $ 220 | 220 | ||||||
Issuance of common shares - for legal services rendered in connection with SEPA, shares | 1,176,471 | |||||||
Issuance of common shares - for Settlement of Account Payables | $ 770 | 770 | ||||||
Issuance of common shares - for Settlement of Account Payables, shares | 1,257,892 | |||||||
Issuance of common shares - for Settlement of Financial Liabilities | $ 2,443 | 2,443 | ||||||
Issuance of common shares - for Settlement of Financial Liabilities , shares | 10,803,370 | |||||||
Issuance of common shares - for Settlement of Payroll Liabilities | $ 335 | 335 | ||||||
Issuance of common shares - for Settlement of Payroll Liabilities , shares | 1,854,642 | |||||||
Issuance of Series A Preferred Stock - for Wheels business combination | 945 | |||||||
Reclassification of Liability warrants to Equity Warrants | $ 56 | 56 | ||||||
Issuance of common stock commitment shares for convertible notes issuance, shares | 38,230,442 | |||||||
Share based compensation | $ 3,310 | 3,310 | ||||||
Share based compensation, shares | 464,419 | |||||||
Changes in currency translation adjustment | (2,283) | (2,283) | ||||||
Net loss | (82,074) | (82,074) | ||||||
Ending balance, value at Dec. 31, 2022 | $ 945 | $ 152,996 | $ (189,942) | $ (2,904) | $ (39,850) | |||
Ending balance, Shares at Dec. 31, 2022 | 161,922,116 | 14,225,898 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (82,074) | $ (71,971) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,158 | 6,640 |
Loss on disposal of assets | 193 | 378 |
Non-cash interest expenses | 5,768 | 3,576 |
Change in fair value of warrant liabilities | (1,465) | 8,432 |
Loss on extinguishment of debts | 2,065 | 0 |
Share-based compensation | 3,310 | 7,379 |
Impairment losses | 10,390 | 0 |
Other non-cash items | 0 | 1,490 |
Amortization of right-of-use assets | 1,706 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid and other current assets | 2,890 | (8,887) |
Other assets | (348) | (536) |
Accounts receivable | (894) | (293) |
Accounts payable | 7,733 | 6,967 |
Accrued expenses and other current liabilities | 1,529 | 3,733 |
Other non-current liabilities | (57) | 101 |
Net cash used in operating activities | (43,095) | (42,991) |
Investing activities | ||
Purchase of property, equipment, and deposits | (3,151) | (9,366) |
Purchase of intangible assets | (222) | (347) |
Acquisition of business, net of cash acquired | (3,167) | (1,984) |
Net cash used in investing activities | (6,540) | (11,697) |
Financing activities | ||
Proceeds from issuance of financial liabilities, net | 32,265 | 49,157 |
Repayment of financial liabilities | (5,489) | (3,054) |
Proceed from exercise of warrants | 0 | 7,631 |
Proceeds from issuance of financial liabilities, to related party – Officer | 492 | 2,010 |
Repayment of financial liabilities, to related party – Officer | (237) | (2,010) |
Proceeds from settlement of Subscription receivables | 0 | 4,033 |
Proceeds from sale of Class A common shares, net | 3,169 | 923 |
Proceeds from Business Combination and PIPE financing | 0 | 20,281 |
Payments of offering costs and underwriting discounts and commissions | (605) | (3,024) |
Net cash provided by financing activities | 29,595 | 75,947 |
Increase (decrease) in cash and cash equivalents, and restricted cash | (20,040) | 21,259 |
Effect of exchange rate changes | (475) | (797) |
Net increase (decrease) in cash and cash equivalents, and restricted cash | (20,515) | 20,462 |
Cash and cash equivalents, and restricted cash, beginning of year | 21,252 | 790 |
Cash and cash equivalents, and restricted cash, end of year | 737 | 21,252 |
RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET | ||
Cash and cash equivalents | 429 | 21,143 |
Restricted cash, included in Other current assets | 276 | |
Restricted cash, included in Other assets, non-current | 32 | 109 |
Total cash and cash equivalents, and restricted cash | 737 | 21,252 |
Supplemental disclosure of cash flow information | ||
Interest, net | 1,375 | 666 |
Income taxes, net of refunds | 28 | 28 |
Non-cash investing & financing activities | ||
Convertible debts converted into Common Shares | 43,785 | 0 |
Issuance of common shares – for settlement of Lease | 0 | 1,747 |
Issuance of common shares – for settlement of financial liabilities | 2,443 | 12 |
Issuance of common stock – MiMoto Smart Mobility S.r.l. Business Combination | 0 | 10,389 |
Issuance of common shares – for Preferred share conversion | 0 | 4,530 |
Issuance of common stock – Commitment shares for Convertible Notes issuance | 399 | 1,854 |
Issuance of common stock – Legal services for Convertible Notes issuance | 451 | 0 |
Issuance of Warrants - in conjunction with Convertible Notes issuance | 790 | 2,245 |
Beneficial conversion features (BCF) - for Convertible Notes issuance | 0 | 4,187 |
Issuance of common shares – Exercise of Warrant Derivative Liabilities, Fair Value | 0 | 15,233 |
Derecognition of Beneficial conversion features (BCF) - for adoption of ASU 2020-06 | 4,187 | 0 |
Issuance of Class A common shares (PIPE units) - for settlement of Promissory Notes | 0 | 5,000 |
Issuance of Series A Convertible Preferred Stocks | 945 | 0 |
Adoption of ASU 842 – Recognition of ROU Assets and liabilities | $ 4,273 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 vehicles 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 media content 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, Los Angeles, Milan, and Belgrade, with additional operational teams around the world. The Company currently has electric vehicles operating in the United States and Europe. Recent event On November 18, 2022, Helbiz, Helbiz Merger Sub, Inc. a wholly owned subsidiary of Helbiz and Wheels Labs, Inc. (“Wheels”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) for the sale and purchase (the “Business Combination”) of the entire issued corporate capital of Wheels pursuant to which the equity holders of Wheels sold their capital stock in Wheels to Helbiz. The Business Combination closed on November 18, 2022. Wheels is an international group operating in the micro-mobility business by sharing e-vehicles through an IT platform. Refer to Note 4. Business Combination, for further information. Basis of Presentation These 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 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. |
Going Concern and Management_s
Going Concern and Management’s Plans | 12 Months Ended |
Dec. 31, 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 is dependent 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 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. |
Significant Accounting Policies
Significant Accounting Policies and Use of Estimates | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Use of Estimates | 3. 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 determination of fair values of private company stock, warrant and financial instruments, purchase price allocation for business combinations, useful lives of intangible assets, property and equipment and valuation allowance for deferred income taxes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer, Salvatore Palella, is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. For the year-ended December 31, 2022, and 2021, the Company has determined to have operated in two operating segments, Mobility and Media. During the years ended December 31, 2022, and 2021, the Company generated revenues in US and Europe and as of December 31, 2022, and 2021, the Company had material assets located outside of the United States, primarily in Italy. Revenue Recognition The Company generates its revenue from its two operating segments: Mobility and Media. Mobility revenues are related to the offering of electric vehicles in the sharing environment. Through its Mobility App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. Those Mobility revenues are recorded in accordance with Accounting Standards Codification Topic 842 (“ASC 842”). Media revenues are related to the international distribution and broadcasting of media contents, including live sports events. The Company recorded Media revenues in accordance with Accounting Standards Codification Topic 606 (“ASC 606”). Mobility Revenues Mobility revenues are recognized for rental and rental related activities where an identified asset, is transferred to the customer and the customer has the ability to control that asset in accordance with ASC 842. The Company generates mobility revenues from its fleet of electric vehicles. The Company operates a fleet of sharing electric vehicles, comprised of both owned vehicles and vehicles leased from third-party leasing companies. In order to rent a Company’s electric vehicle, a rider downloads the Mobility App and accepts the Terms of Conditions (“ToC”). The ToC defines the Company’s offering, the fees charged, each party’s rights and obligations and payment terms. After accepting the ToC, a rider selects and unlocks an electric vehicle, the rider has the right and the ability to control the selected electric vehicle for the desired term of the arrangement. As a result, the Company either leases or subleases the rented vehicle to the rider. The duration of the agreement varies between a single ride, for pay-per-ride agreement up to monthly for Helbiz Unlimited subscription. In all those agreements, the Company is the accounting lessor or sublessor, as applicable, in accordance with ASC 842. Due to the short-term nature of those arrangements, the Company classifies these rentals as operating leases. The revenues generated from single-use rides are recognized upon completion of each ride, while revenues generated from mobility subscription are recognized evenly over the rental period, which is typically a month or less. The Company records deferred rent arising from prepayment of rides made by customers. The Company has made an accounting policy election to not separate non-lease components from lease components, the entire consideration received from subscribers is treated as lease rental and therefore it is recognized on a straight-line basis. Additionally, the Company made an accounting policy election not to gross up the revenue with the related taxes rather it is presenting the revenues after excluding the taxes (i.e., net of sales taxes and VAT). As a result, a liability is recorded upon completion of each ride for the related taxes. Mobility revenues also includes an immaterial amount related to partnership and advertising revenues related to co-branding of the fleet and advertising on the Mobility App. Media Revenues Media Revenues are mainly composed by three sub-categories: a) Commercialization of Media rights (B2B) b) Live Subscriptions (B2C) c) Advertising fees a) Commercialization of Media rights (B2B): The Company applied the following steps to achieve the core principle of ASC 606. 1. Identification of the Contract, or Contracts, with a Customer. 2. Identification of the Performance Obligations in the Contract. 3. Determination of the Transaction Price i) Controlling the goods or services before they are transferred to customers ii) Inventory Risk. Controlling the goods or services before they are transferred to customers” iii) Discretion in establishing prices. The Company concluded that it acts as Principal in those service agreements as it obtained control over the media content rights, it has inventory risk, and it has discretion in establishing the prices. As result, the Company is entitled to recognize the gross selling price as transaction price. In addition, the Company excludes all sales taxes and withholding taxes required by governmental authorities from the measurement of the transaction price. 4. Allocation of the Transaction Price to the Performance Obligations in the Contract 5. Recognition of Revenue when, or as, the Company Satisfies a Performance Obligation b) Live subscriptions (B2C) c) Advertising Fees Other revenues The Company also generated revenues from food delivery offerings, which are recognized as revenues on a straight-line basis over the contractual period, in line with the satisfaction of the related performance obligations, as defined in ASC 606. Cost of revenues Cost of revenues primarily consists of operative costs related to the Mobility and Media offerings. - Costs incurred in connection to Mobility offerings include but is not limited to: personnel-related costs both internal and external, credit card processing fees, battery charging costs, electric vehicles repair and maintenance costs, van and warehouses under operating leases, data center and networking expenses, software expenses directed related to the operations such as AWS, ride insurance costs, depreciation and write-off of rental vehicles, amortization and expenses related to the obtainment of operating licenses and other direct costs. - Costs incurred in connection to Media offerings includes contents licensing, access costs, licensing and credit cards processing fees. Research and development Research and development expenses primarily consist of personnel-related compensation costs for employees in engineering and product development, both internal and external. Such expenses include costs related to the Company’s technology initiatives, as well as expenses associated with ongoing improvements to existing products and platforms. Research and development expenses are expensed as incurred. Sales and marketing Sales and marketing expenses primarily consist of advertising expenses, business development expenses, customer support costs, product marketing costs, personnel-related compensation costs and depreciation and write-off expense of customer relationship acquired. Sales and marketing costs are expensed as incurred. General and administrative General and administrative expenses primarily consist of personnel-related compensation costs, professional service fees, D&O insurance, lease expenses for offices and corporate houses, depreciation and amortization expenses of fixed and intangible assets other than rental vehicles or related to them, and other corporate costs. Income Taxes Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. The Company periodically reviews the recoverability of deferred tax assets recorded on the consolidated balance sheet and provides valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2022, and 2021. Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination of the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company’s policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense in the Consolidated statements of operations and comprehensive loss. As of December 31, 2022, and 2021, the Company had no no Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company accounts for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the grant date at fair value, using appropriate valuation techniques. Service-Based Awards The Company records stock-based compensation expense for service-based stock options and restricted stock on a straight-line basis over the requisite service period. For stock options with only service-based vesting conditions, the Company utilizes Black-Scholes option-pricing model as valuation model, which incorporates the following assumptions: - Expected term - Risk-free interest rate - Expected dividend yield: For restricted stock, granted under the employee stock purchase plan, subject only to a service condition for vesting, the Company measures the awards based on the market price of its common stock at the grant date. Performance-Based Awards The Company has granted common stock that vest upon the satisfaction of a performance condition. The performance-based conditions generally are satisfied upon achieving specified performance targets, such as our financial or operating metrics, and/or the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an initial public offering (“IPO”). The Company records stock-based compensation expense for performance-based equity awards only if performance-based conditions are considered probable to be satisfied. Market-Based Awards We have granted stock options that vest only upon the satisfaction of all the following conditions: service-based conditions, performance-based conditions, and market-based conditions. The performance-based condition is satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards. The market-based conditions are satisfied upon the achievement of specified Company’s market valuations. The Company records stock-based compensation expense for market-based equity awards such as stock options on an accelerated attribution method over the requisite service period. We determine the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, using the longer of the two service periods as the requisite service period. Concentration of Credit Risk Cash and cash equivalents, restricted cash are potentially subject to credit risk concentration. Cash and cash equivalents and restricted cash consist of cash deposits which typically exceed insured limits and are placed with international financial institutions. The Company has not experienced any material losses related to these concentrations during the periods presented. Cash and Cash Equivalents The Company maintains cash in bank deposits in different currencies, mainly the U.S. Dollar and Euro. Foreign Currency The Company has operations in foreign countries whose functional currency is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate applicable during the period. Translation gains and losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expenses in the accompanying consolidated statements of operations and comprehensive loss when incurred. Leases The Company adopted ASC 842 as of January 1, 2022, using the modified retrospective approach. The Company elected to apply the transition method that allows companies to continue applying the guidance under the lease standard in effect at that time in the comparative periods presented in the consolidated financial statements and recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. The Company elected the package of practical expedients available in the leasing transition guidance, and therefore did not reassess whether existing or expired contracts contain leases, lease classification, or initial direct costs. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company also has elected the short-term lease exception for all classes of assets, and therefore does not apply the recognition requirements for leases of 12 months or less. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. For certain leases, the Company also applies a portfolio approach to account for right-of-use assets and lease liabilities that are similar in nature and have nearly identical contract provisions. The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. The Company determines the classification and measurement of its leases upon lease commencement. Lessee The Company's leases include real estate property to support its operations, research and development equipment and electric vehicles used by riders to provide sharing services on the Mobility App. The Company records the right-of-use asset and lease liability at the present value of lease payments over the term. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. When the discount rate implicit in the lease cannot be readily determined, the Company estimates its incremental borrowing rate to discount the lease payments based on information available. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. Operating leases are included in right-of-use assets, operating lease liabilities current and non-current on the consolidated balance sheets. Lease costs for the Company's operating leases are recognized on a straight-line basis primarily within operating expenses over the lease term. Variable lease payments are recognized primarily in operating expenses in the period in which the obligation for those payments is incurred. Finance leases are included in property, equipment, and deposits, net, and finance lease liabilities current and non-current on the consolidated balance sheets. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term in operating expenses on the consolidated statements of operations. The interest component of finance leases is recorded as interest expenses on the consolidated statements of operations and recognized using the effective interest method over the lease term. Property, and Equipment Property, and equipment consist of equipment, computers and software, furniture and fixtures, and rental electric vehicles including vehicles leased under finance leases. Property, and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for property and equipment commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. The table below, shows the useful lives for the depreciation calculation using the straight-line method: Schedule of useful lives Useful life Equipment 5 years Computers and Software 3 years Furniture and fixtures 7 years Rental e-Bikes 2 years Rental e-Scooters 1 – 1.5 years Rental e-Mopeds 4 years Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets. Vehicle Deposits Vehicle Deposits consist of capital advances made in connection to purchase orders submitted to vehicle’s manufacturers. The Company analyzed the nature of the deposits and classified as non-current assets the deposits expected to be converted into fixed assets, such as new Mobility vehicles. Acquisitions The Company accounts for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting. In detail, the acquisition method required that the purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. Intangible assets, net Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to five years. Intangible assets resulting from the acquisition of entities are accounted for using the purchase method of accounting based on management’s estimate of the fair value of assets received. Intangible assets, net is mainly composed by operating permits and licenses awarded or acquired by the Company, which allow the Company to operate operating the sharing business. The Company tests intangible assets for impairment whenever events or changes in circumstances (qualitative indicators) indicate that intangible assets might be impaired. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, equipment, and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include: significant changes in performance relative to expected operating results, changes in asset use, negative industry or economic trends, and changes in the Company’s business strategy. The Company measures the recoverability of these assets first by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If such assets or asset groups are considered to be impaired, an impairment loss would be recognized if the carrying amount of the asset exceeds the fair value of the asset. Fair Value of Financial Instruments and Fair Value Measurements The Company determines the fair value of financial assets and liabilities using the fair value hierarchy established in the accounting standards. The hierarchy describes three levels of inputs that may be used to measure fair value, as follows: Level 1 — Quoted prices in active marke t Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial instruments include cash and cash equivalents, warrants, convertible debts, equity compensation, common stocks, temporary equity, promissory notes, and loans. Management believes that the carrying amounts of cash and cash equivalents, accounts payable, accounts receivable, and short-term debts approximate the fair value due to the short-term nature of those instruments. Embedded derivatives and certain warrants are classified as Level 3 in the fair value hierarchy as they are valued using significant unobservable inputs or data in inactive markets. We use a third-party valuation specialist to assist management in its determination of the fair value of its Level 3. These fair value measurements are highly sensitive to changes in these significant unobservable inputs and significant changes in these inputs would result in a significantly higher or lower fair value. During the year ended December 31, 2022, certain warrants changed their classification in the fair value hierarchy for changes in the characteristics, from Level 3 to Level 1. Those warrants are now valued using the warrant price present in the active markets. The fair value of the shares of common stock underlying the stock option and temporary equity have been historically determined by using a third-party valuation specialist to assist management in its determination. Management determines the fair value of the Company’s common stock and temporary equity by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of redeemable convertible preferred stock to unrelated third parties, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and subsequently remeasured at each balance sheet date thereafter. Financial Liabilities The Company accounts Financial Liabilities between Current and Non-current liabilities based on the re-payment terms and conditions. At the issuance of each financial instrument the Company evaluates the presence of: embedded derivatives, other instruments issued in conjunction of the financial transactions such as warrants. In case the Company identified more than one financial instrument or embedded derivatives, the Company allocates the gross proceeds, at issuance date. For subsequent measurement of embedded derivatives and warrants classified as liability the Company followed the applicable authoritative guidance which required subsequent adjustments of the instruments at fair value with impact on the Consolidated Statement of Operations. Net Loss Per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, net of shares of common stock held in escrow account. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Accounting Pronouncement Adopted in the Current Year In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. The Company adopted this standard as of January 1, 2022, using the modified retrospective approach which allowed the Company to initially apply the new lease standard at the adoption date. Under the modified retrospective approach, comparative periods are presented in accordance with previous standards and do not include any retrospective adjustments to reflect the adoption of ASC 842. In detail, the Company elected to apply the transition method that allows companies to continue applying the guidance under the lease standard in effect at that time in the comparative periods presented in the consolidated financial statements and recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. The Company elected the package of transition provisions available for expired or existing contracts, which allowed the Company to carryforward the historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In the condensed consolidated balance sheet as of January 1, 2022, the adoption of this new guidance resulted in: - an increase of $4,273 to the total assets to reflect the recognition of Right of Use assets for operating leases, and - an increase of $4,273 to the total liabilities to reflect the recognition of operating leases liabilities. - The adoption did not result in a cumulative-effect adjustment to the opening balance of retained earnings. The Company also applied the Standard for recording rental revenues included in Mobility revenues. The impact of adoption of this standard over Mobility revenues on our condensed consolidated financial statements was not material. 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 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination | |
Business Combination | 4. Business Combination Wheels Lab Inc – 2022 Business Combination On November 18, 2022 (“Business Combination date”), the Company acquired 100 The acquisition of Wheels has been accounted for as a business combination. The purchase price of the acquisition has been estimated to $ 4,145 - $ 945 6,751,823 - $ 3,200 The fair value of the Company’s Series A Convertible Preferred Stocks issued to Wheels shareholders have been estimated assuming two scenarios: a) conversion of the Series A Convertible Preferred Stocks into Company’s common shares within four months. The result of this scenario is a function of the Company’s common shares fair value and the conversion rate, and b) Series A Convertible Preferred Stocks not converted into Class A Common Shares for the first twelve months after issuance. In this scenario, the fair value has been estimated through an option pricing method backsolve calculation. The Company assigned a 95% probability to scenario a) and 5% to scenario b). Fair value measurements are highly sensitive to changes in these inputs; significant changes in these inputs would result in a significantly higher or lower fair value. Valuation Assumptions for Purchase Price Allocation Company’s valuation assumptions used to estimate the acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, property and equipment, legal contingencies and deferred taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired businesses, including among other things, the forecasted revenue growth attributable to the asset groups and projected operating expenses inclusive of expected synergies, future cost savings, and other benefits expected to be achieved by combining the businesses acquired with the Company. The intangible assets acquired are primarily comprised of government relationships and trade names and trademarks. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocations. The estimated fair value of the government relationships is determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks is determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. The fair value measurement of the assets and liabilities is based on significant inputs not observable in the market and thus represent a Level 3 measurement. The Company utilized a discounted cash flow method, with a discount rate of 14.4%. The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed, prepared with the assistance of a valuation specialist, at the Business Combination date. Schedule of fair value of the assets acquired and liabilities Government relationships $ 2,400 Rental vehicles 1,126 Trade name and trademarks 900 Other current assets 535 Right of use assets under operating leases 274 Cash and cash equivalents 33 Total identifiable assets acquired $ 5,268 Trade payables (4,592 ) Financial liabilities (4,736 ) Accrued expenses and other current liabilities (1,660 ) Legal contingencies – Refer to Note 15 Commitment and contingencies (2,060 ) Sales tax payables (1,306 ) Deferred revenues (322 ) Short-term operating lease liability (274 ) Total Liabilities assumed $ (14,950 ) Goodwill 13,826 Total acquisition fair value consideration $ 4,145 Business combination costs amounted to $ 1,069 Goodwill - not deductible for tax purpose – included in the Mobility segment, is primarily attributable to: a) assembled workforce which represents the presence of a skilled employee base who possesses expertise in the micromobility environment that are important for the expansion plan and , b) expected operating synergies and monetization opportunities arising from the business combination, including the ability to obtain further licenses in the electric sharing environment in Europe and United States and gain efficiencies with the combined use of know-how, technology, and existing processes. Government relationships and Trade name and trademarks accounted as Intangible Assets are amortized on a straight-line basis over their estimated useful life 3 Assumed legal contingencies are related to lawsuits for the usage of Wheels’s vehicles and for violations of the California Labor Code for the classification of individuals as independent contractors rather than employees. At the business combination date, the Company has determined that the range of the potential loss on such contingencies is $ 0 3,264 2,060 The results of operations for the acquired business have been included in the consolidated statements of operations for the period after the Business Combination date, November 18, 2022. Revenues and Net Loss of Wheels included in the Company’s consolidated statement of operations from the acquisition date through December 31, 2022, are as follows. Schedule of consolidated income statement From November 18, 2022, to December 31, 2022 Revenues $ 286 Net Loss (1,628 ) MiMoto Smart Mobility S.r.l. – 2021 Business Combination On April 1, 2021 (“Acquisition date”), the Company acquired the entire equity interest of MiMoto Smart Mobility S.r.l. (“MiMoto”), a dockless e-moped sharing private company based in Milan, Italy. The acquisition was expected to contribute to the growth of the Company’s core business through the offering of e-moped solution to riders. The acquisition of MiMoto has been accounted for as a business combination. The purchase price of the acquisition has been estimated to $ 12,544 1,057,740 2,155 7.4 The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed, prepared with the assistance of a valuation specialist, at the Closing Date, April 1, 2021. Schedule of allocation of the fair value of the assets acquired and liabilities Government relationships $ 1,870 Customer relationships 887 Other current Assets 169 Cash and cash equivalents 168 Security Deposits 143 Property and Equipment 111 Account Receivables 62 Other non-current Assets 11 Total identifiable assets acquired $ 3,421 Deferred tax liabilities (184 ) Financial liabilities (920 ) Other liabilities (928 ) Total Liabilities assumed $ (2,032 ) Goodwill 11,155 Total acquisition consideration $ 12,544 Acquisition costs were immaterial and are included in general and administrative expenses in the consolidated statements of operations. Goodwill - not deductible for tax purpose - was primarily attributable to the expected synergies and monetization opportunities arising from the acquisition, including the ability to obtain further licenses in the electric sharing environment and gain efficiencies with the use of MiMoto’s know-how, technology, and existing processes. Government relationships and Customer relationships accounted as Intangible Assets were amortized on a straight-line basis over their estimated useful life, 3 The results of operations for the acquired business have been included in the consolidated statements of operations for the period after the Company's acquisition of MiMoto: April 1, 2021. Revenues and Net Loss of MiMoto included in the Company’s consolidated statement of operations from the acquisition date through December 31, 2021, are as follows. Schedule of proforma consolidated statement of operations For the period April 1, 2021, to December 31, 2021 Revenues $ 804 Net Loss (1,470 ) Pro forma combined results Pro forma consolidated revenues and earnings for the twelve months ended December 31, 2022, and December 31, 2021, calculated as if Wheels and MiMoto had been acquired as of January 1, 2021, are as follows: Schedule of proforma consolidated revenue (unaudited) Year Ended December 31, 2022 2021 Revenues $ 21,196 $ 22,773 Net Loss (111,484 ) (106,120 ) The pro forma adjustments reflect the transaction accounting adjustments, in accordance with U.S. GAAP. No autonomous entity adjustments have been identified and recorded as pro forma adjustments. Additionally, the pro forma adjustments do not reflect management’s adjustments for potential synergies and dis-synergies. The pro forma combined financial statements do not necessarily reflect what the combined results of operations would have been had the acquisition occurred on the dates indicated. In detail, the pro forma adjustments are mainly related to the amortization of Customer and Government relationships and trade name and trademarks. They also may not be useful in predicting the future results of operations of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. GreenVision Acquisition Corp. – Reverse Merger On August 12, 2021 (the “Closing Date”), the business combination between Helbiz and GRNV was closed. In connection with the execution of the business combination GRNV closed a PIPE Investment by entering into subscription agreements with investors for an aggregate of 2,650,000 10.00 26.5 million As a result of the aforementioned business combination, each Helbiz Holdings share, and stock option issued and outstanding immediately prior to the business combination date were canceled and automatically converted into the right to receive 4.63 (the “conversion ratio”) GRNV shares or stock options of the respective class. The business combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded. Based on the analysis performed, GRNV is treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Helbiz Holdings having the ability to appoint a majority of the initial Board of the combined entity, Helbiz Holdings’ senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Helbiz Holdings comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the business combination was treated as the equivalent of Helbiz issuing shares for the net assets of GRNV, accompanied by a recapitalization. The following table summarizes the Company’s net assets acquired through the consummation of the business combination on August 12, 2021. Schedule of net assets acquired through the consummation of the business combination Cash and cash equivalents $ 20,281 Subscription receivable – PIPE Investment in the form of cancelation of Helbiz Holdings promissory notes 5,000 Prepaid expenses and other current assets 739 Liability Warrants (1,958 ) Liabilities toward Helbiz (570 ) Accounts payable and accrued expenses (54 ) Net Asset Acquired, excluding Helbiz transaction costs $ 23,438 Helbiz transaction costs (3,046 ) Net Asset Acquired from the business combination 20,392 The Liabilities assumed by Helbiz as result of the business combination were mainly related to the Warrants classified as Liabilities and amounted to $1,958 on August 12, 2021. The Warrant liabilities are composed of the following: (a) 2,100,000 11.50 1,829 (b) 287,500 12.00 129 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition | |
Revenue Recognition | 5. Revenue Recognition The table below shows the revenues breakdown for the year ended on December 31, 2022, and on December 31, 2021. Schedule of revenue recognition Year Ended December 31, 2022 2021 Mobility Revenues (ASC 842) $ 8,430 $ 9,907 Pay per ride 6,742 7,793 Mobility Subscriptions 1,331 1,450 Partnerships fees 357 664 Media Revenues (ASC 606) $ 6,507 $ 2,770 Commercialization of Media rights (B2B) 4,177 1,961 Live subscriptions (B2C) 1,740 307 Advertising fees 590 502 Other Revenues (ASC 606) $ 601 $ 156 Total Revenues $ 15,538 $ 12,834 The table below shows the Deferred revenues roll-forward from January 1, 2021, to December 31, 2021, and from January 1, 2022, to December 31, 2022. Schedule of deferred revenue Deferred Revenues January 1, 2021 Additions 2021 Revenues FX rate Adj December 31, 2021 Mobility 146 4,048 (2,996 ) 4 1,202 Media — 383 — — 383 Total $ 146 $ 4,431 $ (2,996 ) $ 4 $ 1,585 Deferred Revenues January 1, 2022 Additions Wheels Business combination 2022 Revenues FX rate Adj December 31, 2022 Mobility 1,202 2,757 322 (2,417 ) (89 ) 1,775 Media 383 7,539 — (6,507 ) (142 ) 1,272 Other — 24 — (24 ) — — Total $ 1,585 $ 10,320 $ 322 $ (8,948 ) $ (231 ) $ 3,047 Deferred revenues related to prepaid customer wallet will be recorded as Mobility Revenues when riders will take a ride or make a subscription, while deferred revenues related to Media will be mainly recorded as Revenues in the first six months of 2023. |
Prepaid Media rights
Prepaid Media rights | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Media Rights | |
Prepaid Media rights | 6. Prepaid Media rights Prepaid Media rights are composed by media rights to commercialize and broadcast sport events (live and highlights). The table below shows the Prepaid Media rights roll-forward from January 1, 2021, to December 31, 2021, and from January 1, 2022, to December 31, 2022. Schedule of prepaid media rights Prepaid Media rights January 1, 2021 Additions 2021 COGS FX rate Adj December 31, 2021 Media rights — 10,806 (8,053 ) 5 2,758 Total $ — $ 10,806 $ (8,053 ) $ 5 $ 2,758 Prepaid Media rights January 1, 2022 Additions 2022 COGS FX rate Adj December 31, 2022 Media rights 2,758 13,550 (13,767 ) (175 ) 2,366 Total $ 2,758 $ 13,550 $ (13,767 ) $ (175 ) $ 2,366 |
VAT Receivables
VAT Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Vat Receivables | |
VAT Receivables | 7. VAT Receivables VAT Receivables amounted to $ 3,054 2,992 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. Goodwill The table below shows the Goodwill roll-forward from January 1, 2021, to December 31, 2021, and from January 1, 2022, to December 31, 2022. Schedule of goodwill January 1, 2021 Business Combination Impairment FX rate Adj December 31, 2021 MiMoto Goodwill — 11,155 — (459 ) 10,696 Wheels Goodwill — — — — — Total $ — $ 11,155 $ — $ (459 ) $ 10,696 January 1, 2022 Business Combination Impairment FX rate Adj December 31, 2022 MiMoto Goodwill 10,696 — (9,264 ) (1,432 ) — Wheels Goodwill — 13,826 — — 13,826 Total $ 10,696 $ 13,826 $ (9,264 ) $ (1,432 ) $ 13,826 MiMoto Impairment In September 2022, the Company identified impairment indicators which indicate that the fair values of MiMoto assets, related to the e-mopeds business, were below their carrying values. The decline in the Company’s market capitalization and the reduction of operating e-mopeds were the main impairment indicators. As of September 30, 2022, the Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the carrying value of MiMoto Goodwill of $ 9,264 1,126 As part of the Company’s impairment analysis, the fair value of the reporting unit was determined using the income approach. The determination of the fair value of the Company’s reporting units requires management to make a number of estimates and assumptions, which include, but are not limited to: the projected future business and financial performance of the Company’s reporting unit; forecasts of revenue, operating income, depreciation, amortization, and capital expenditures; discount rates; terminal growth rates; and consideration of the impact of the current adverse macroeconomic environment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Wheels Goodwill On November 18, 2022, the Company completed a business combination with Wheels. As a result of the business combination the Company identified a Goodwill which is primarily attributable to the expected operating synergies and monetization opportunities arising from the business combination, including the ability to obtain further licenses in the electric sharing environment in Europe and United States and gain efficiencies with the combined use of know-how, technology, and existing processes. |
Property, equipment and deposit
Property, equipment and deposits, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, equipment and deposits, net | 9. Property, equipment and deposits, net Property, equipment and deposits, net consist of the following: Schedule of property plant and equipment December 31, December 30, 2022 2021 Sharing electric vehicles $ 15,128 $ 9,348 Of which under finance lease agreements 3,260 — Furniture, fixtures, and equipment 1,411 1,100 Of which under finance lease agreements 177 — Computers and software 1,045 1,020 Leasehold improvements 714 730 Total property and equipment, gross 18,298 12,198 Less: accumulated depreciation (12,136 ) (7,510 ) Total property and equipment, net $ 6,162 $ 4,688 Vehicle deposits 3,075 2,928 Total property, equipment and deposits, net $ 9,237 $ 7,616 The following table summarizes the loss on disposal and depreciation expenses recorded in the consolidated statement of operations for the years ended on December 31, 2022, and 2021. Schedule of consolidated income statement Year Ended December 31, 2022 2021 Cost of revenues $ 4,932 $ 5,627 Research & Development 44 — General & administrative 439 291 Total depreciation and loss on disposal expenses $ 5,416 $ 5,918 The Cost of revenues for the year ended December 31, 2022, amounted to $ 4,932 1,699 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | 10. Intangible assets, net Intangible assets consist of the following: Schedule of intangible assets December 31, December 31, 2022 2021 Government Relationships 2,400 1,804 Trade name and trademarks 900 — Customer Relationships — 855 Licenses 126 639 Other Intangible assets 87 63 Total Intangible assets, Gross $ 3,513 $ 3,361 Less: accumulated amortization (246 ) (1,286 ) Total Intangible assets, net $ 3,267 $ 2,075 The following table summarizes the amortization expenses and impairment recorded in the consolidated statement of operations, for the years ended on December 31, 2022, and 2021. Schedule of amortization expense Year Ended December 31, 2022 2021 Cost of revenues $ 743 $ 880 Impairment of goodwill and intangible assets 1,126 — Sales & marketing 192 215 General & administrative 2 6 Total Amortization and Impairment expenses $ 2,063 $ 1,101 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | 11. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: Schedule of accrued expenses and other current liabilities December 31, December 31, 2022 2021 Legal contingencies – refer to Note 15 Commitments and Contingencies $ 2,710 $ — Payroll liabilities 2,693 2,496 Accrued expenses 2,369 1,310 Sales tax payables 1,113 — Total accrued expenses and other current liabilities $ 8,885 $ 3,806 Payroll liabilities and Accrued expenses presented in the table above are related to the normal course of business, while Sales tax payables and Legal accruals are mainly related to liabilities arise from prior periods by Wheels. In detail, Sales tax payables are related to settlement agreements made by Wheels with multiple US states under which the Company is required to make monthly payments within the next 12 months. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 12. Fair value measurements The following tables summarize the fair value hierarchy of the Company’s financial liabilities measured at fair value on a recurring basis as of December 31, 2022, and December 31, 2021. In detail, the conditions underlying the Warrant liabilities changed during the year ended December 31, 2022, for the filing of a Registration Statement covering the underlying Class A common shares of the mentioned warrants. As a result, the Company changed the fair value category of the Warrant liabilities from Level 3 to Level 1, for the presence of an active market. Schedule of assets and liabilities that are measured at fair value on a recurring basis December 31, 2022 Fair Value Warrants outstanding Total Level 1 Level 2 Level 3 Warrants liabilities $ 0.06 1,400,000 $ 84 $ 84 $ — $ — Total $ 84 $ 84 $ — $ — December 31, 2021 Fair Value Warrants outstanding Total Level 1 Level 2 Level 3 Warrants liabilities $ 0.76 2,100,000 $ 1,596 $ — $ — $ 1,596 Total $ 1,596 $ — $ — $ 1,596 As of December 31, 2021, the fair value of each Warrant liabilities amounted to $0.76, was determined using the Black-Scholes option-pricing model with the following assumptions. Schedule of black scholes option December 31, 2021 Remaining term (in years) 4.62 Expected volatility 40 % Risk-free interest rate 1.2 % Expected dividend yield — % The following tables summarize the fair value hierarchy of the Company’s financial assets measured at fair value on a recurring basis as of December 31, 2022; no assets measured at fair value on a recurring basis were identified as of December 31, 2021. Schedule of financial assets measured at fair value December 31, 2022 Total Level 1 Level 2 Level 3 Embedded derivative – Optional redemption for SEPA Note $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 As of December 31, 2022, the fair value of the embedded derivative was estimated as $ 50 Schedule of assumptions December 31, 2022 2021 Credit risk adjusted rate 12 % — % Expected volatility 158 % — % Risk-free interest rate 4 % — % Expected dividend yield — % — % 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. |
Current and Non-current financi
Current and Non-current financial liabilities, net | 12 Months Ended |
Dec. 31, 2022 | |
Current And Non-current Financial Liabilities Net | |
Current and Non-current financial liabilities, net | 13. Current and Non-current financial liabilities, net The Company’s Financial liabilities consisted of the following: Schedule of financial liabilities Weighted Average Interest Rate Maturity Date December 31, 2022 December 31, 2021 Convertible debts, net 6 % 2023 14,372 23,568 Secured loan, net 13 % 2023 14,224 13,290 Unsecured loans, net 7 % Various 10,935 5,627 Warrants liabilities N/A — 84 1,596 Other financial liabilities N/A Various 802 1,045 Total Financial Liabilities, net 40,418 45,126 Of which classified as Current Financial Liabilities, net 33,244 27,069 Of which classified as Non-Current Financial Liabilities, net 7,174 18,057 The table below shows the amounts recorded as Interest expense, net Schedule of interest expense Year Ended December 31, 2022 2021 Convertible debts $ (4,423 ) $ (2,063 ) Secured loan (2,055 ) (1,342 ) Unsecured loans (548 ) (854 ) Other interest (income) expenses (115 ) (32 ) Total Interest expenses, net $ (7,141 ) $ (4,291 ) The Company categorized as convertible debts the following instruments issued to YA II, Ltd. (the “Note holder”): a) three convertible notes issued in 2021 (“2021 Convertible notes”) under a Securities Purchase Agreement (the “2021 SPA”), b) six convertible notes issued in 2022 (“2022 Convertible notes”)under three Securities Purchase Agreements (the “2022 SPAs”), and c) a convertible promissory note issued on December 1, 2022 under a Standby Equity Purchase Agreement (“SEPA”) dated October 31, 2022 (“SEPA Convertible note”). See below for further information regarding the three types of convertible debts. 2021 Convertible notes Original terms and conditions On October 12, 2021 (“closing date”), the Company entered into a Securities Purchase Agreement (the “2021 SPA”) with the Note holder, pursuant to the terms of the 2021 SPA, the Company issued to the Note holder the followings: (i) 150,000 shares of Class A common stock as a commitment fee, at closing date (ii) a first 2021 convertible note in the principal amount of $15,000, at closing date (iii) 1,000,000 Warrants to buy 1,000,000 Class A common shares with an exercise price of $20.00 per share, subsequently amended to $3.00, and five years as expiration date, (iv) a second 2021 convertible note in the principal amount of $10,000, issued on October 27, 2021, and (v) a third 2021 convertible note in the principal amount of $5,000, issued on November 12, 2021. In exchange for the issuances of the commitment Shares, the three 2021 convertible notes and the warrants, the Company received from the Note holder proceeds of $30,000. The 2021 convertible notes matured on the one-year anniversary date of the issuance and matured interest at a rate of 5% per annum. The 2021 convertible notes were convertible by the Note holder upon issuance. The conversion price was settled to be the lower of a fixed conversion price or 92.5% of the lowest daily volume-weighted average price of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be less than the Floor Price. Initial recognition At the issuance dates of the 2021 Convertible Notes, the Company separated the 2021 Convertible Notes into liability and equity components. In detail, at the issuance of the convertible notes, the Company determined the fair value of: (i) 1,000,000 2.64 1.08 48 5.00 (ii) 150,000 10.65 (iii) 2021 Convertible Notes fair value has been approximated with their principal amount, $ 30,000 due to the short term. At inception, the Company allocated the gross proceeds between the 2021 Convertible Note 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 2021 Convertible notes: a) A beneficial conversion feature embedded (“BCF”) in the Convertible Notes, amounted to $ 4,186 b) The fair value of the 150,000 commitment shares, amounted to $1,598. It also represents an equity component recorded at closing date with no subsequent re-measurement; and c) Issuance costs mainly related to legal fees, amounted to $ 466 210 256 The difference between the principal amounts of the Convertible Notes and the liability components ("debt discount") have been amortized to interest expense over the contractual term of the notes. Amendments On April 15, 2022, and on May 17, 2022, the Company amended certain terms of the 2021 Convertible Notes and related 1,000,000 20.00 3.00 0.25 The Company considered the amendments as an extinguishment of the original 2021 Convertible Notes. As a result, the net carrying values of the original 2021 Convertible Notes have been derecognized and the amended 2021 Convertible Notes have been recorded at their fair values on the date of the amendment. On April 15, 2022, the fair value of the amended 2021 Convertible Notes have been estimated as the principal amounts and accrued interests and unpaid interests. The difference between the two amounts, amounted to $ 2,065 Loss on extinguishment of debt. The amendment of the strike price for the 1,000,000 20.00 3.00 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, amounting to $ 816 3,371 4,187 Conversions The 2021 convertible notes have been fully converted into Class A common shares during the year ended December 31, 2022. In detail, the note holder converted $ 31,007 30,000 1,007 38,230,442 2022 Convertible debts Original terms and conditions During 2022, the Company entered into three Securities Purchase Agreements (the “2022 SPAs”) with YA II, Ltd. (the “Note Holder”), pursuant to the terms of the 2022 SPAs, the Company received from the Note holder cumulative proceeds for $23,000 and issued: (i) 150,000 shares of Class A common stock as a commitment fee, (ii) 1,000,000 Warrants to buy 1,000,000 Class A common shares with five-year expiration date, and with an exercise price of $3.00 per share for 500,000 Warrants and $2.00 per share for the remaining 500,000 Warrants, and (iii) six convertible notes (the “2022 Convertible notes”) with one-year maturity date from issuance, 5% as annual interest rate and 15% as default interest rate. The 2022 Convertible notes are convertible by the Note Holder upon issuance. The conversion price will be lower of a Fixed Conversion Price or 92.5 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 after the issuance, the DVWAP is less than the Floor Price for five 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 will cease if after the occurrence of event b) the daily VWAP is greater than the Floor Price for a period of 10 consecutive trading days. The circumstance b) has been partially waived by the note holder in November 2022, refer to paragraph below. Initial recognition At the issuance dates of the 2022 Convertible notes, the Company separated the 2022 Convertible notes into liability and equity components. In detail, at the issuance of the 2022 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) 500,000 0.39 3.18 71 5.00 (iv) The six convertible notes fair value has been approximated with their principal amount, $ 23,000 due to the short term. The Company allocated the gross proceeds between the 2022 Convertible Note - classified as Current liability - and the warrants - classified as equity component with no subsequent re-measurement - based upon their relative fair values. The Company also recorded the following debt discounts. a) Debt discount for the 2022 Convertible Note issued on April 15, 2022, amounted to $ 850 150,000 399 451 155 296 b) Debt discount for 2022 Convertible Note issued on August 23, 2022, amounted to $ 315 160 155 The difference between the principal amounts of the 2022 Convertible Notes and the liability components ("debt discount") is amortized to interest expense over the contractual term of the notes. Amendments Based on the 2022 SPAs, and the amendments that occurred on May 17, 2022, on August 23, 2022, on November 10, 2022, and on December 1, 2022, the Fixed Conversion Price and the Floor Price have been adjusted to $0.50 and $0.25 for all the outstanding 2022 Convertible Notes, except for two 2022 Convertible Notes with principal amount of $10,000 for which the November 10, 2022 amendment adjusted the Floor Price to $0.15. On November 10, 2022, the note holder agreed to waive until January 15, 2023 (Limited Waiver Agreement), its right to receive any monthly payments that may become due as a result of the market price of the Class A common stock falling below the Floor Price, for the 2022 Convertible Notes, except for two Convertible Notes with Floor Price adjusted to $0.15 In connection with the Limited Waiver Agreement, the Company entered into a Security Agreement with the note holder pursuant to which, the Company agreed to secure the 2022 Convertible Debts by granting to YA II PN, Ltd. a security interest to all of our property existing at the time of the Security Agreement or acquired thereafter (the “Collateral”). The security interest in the Collateral, excluding that portion that is subject to the Secured Loan, is a first priority security interest. Conversions The 2022 convertible notes have been partially converted into Class A common shares during the year ended December 31, 2022. In detail, the note holder converted $ 12,778 12,485 293 68,145,671 10,686 331 SEPA Convertible Note Original terms and conditions On December 1, 2022, the Company issued a Convertible Promissory Note (“SEPA Convertible Note” or “SEPA Note”) to the Note Holder pursuant to the SEPA dated October 31, 2022. The SEPA Note had a principal amount of $ 5,000 January 31, 2023 15 0.50 The Company has the option to repay the SEPA Note through the following or a combination of the two: - repay in cash the SEPA Note on or before the Maturity date, - repay the SEPA Note by submitting one or a series of Advance Notices under the SEPA entered in October 2022, on or before the Maturity date. The Company has also the option to redeem the SEPA Note (“redemption option”), provided that the trading price of the Company’s Class A Common Shares is less than the Conversion Price fixed as $ 0.50 The Note Holder has also the option to convert prior to the Maturity date, any portion of the outstanding and unpaid principal and interests amount into fully paid and nonassessable Class A shares of Common Stock in accordance with the Fixed Conversion Price. Initial recognition At issuance date, the Company recorded the SEPA Note as follow. Schedule of initial recognition December 1, 2022 SEPA Note principal amount $ 5,059 Debt issuance discount (500 ) Embedded derivative – Optional redemption (59 ) In detail, the Company identified an embedded derivative related to the optional redemption and accounted it as a freestanding derivative, with subsequent changes in fair value recorded in the statement of operations. As of December 31, 2022, the Company presented the SEPA Note netted of the bifurcated embedded derivative. The debt issuance discount has been amortized to interest expense over the contractual term of the notes. Repayment During December 2022, the Company partially repaid the SEPA Note for $ 790 4,260 193 50 Secured loan On March 23, 2021, the Company entered into a $ 15,000 December 1, 2023 2,783 1,121 The Company is in dispute with respect to the interest paid in November 2022. In detail, the Company paid the November interests within 3 Business days of the due date in accordance with the agreement, however the lender believes that $ 50 As of December 31, 2022, and December 31, 2021, the Company accounted the loan as Short term financial liabilities, net Non-Current Financial liabilities, net 15,000 776 Unsecured loans Foreign unsecured loans In 2020 and 2021, the Company, through one of its wholly-owned Italian subsidiaries, obtained long-term loans for Euro 5,500 (approximately $5,900). from a bank. Additionally, as a result of the business combination with MiMoto the Company inherited three unsecured long-term loans for cumulative $ 920 4,818 outstanding as principal and accumulated interests, partially offset by debt discounts amounting to $182. Current Non-Current Financial liabilities 2022 unsecured loans On July 15, 2022, the Company issued an Unsecured Note to an investor in exchange for 2,000 6.75 2,200 On July 12, 2022, the Company issued a Promissory Note to an investor in exchange for $ 2,000 1.5 October 15, 2022 2,069 Wheels unsecured debts On November 18, 2022, as a result of the Business Combination with Wheels, the Company assumed the fair value of an unsecured loan amounted to $ 3,439 - $ 1,439 6,256,652 - $ 2,000 May 1, 2025 12 As of December 31, 2022, the Company has $ 2,030 Liability warrants The tables below show the warrant liabilities roll-forward from January 1, 2021, to December 31, 2021, and from January 1, 2022, to December 31, 2022. Schedule of warrant liabilities January 1, 2021 Issuance (fair value) on August 12, 2021 Change in fair value Exercise (fair value) December 31, 2021 2020 Warrant Purchase Agreement 6,439 — 4,128 (10,567 ) — GRNV Underwriter’s Warrants — 129 4,537 (4,666 ) — GRNV Sponsor Private Warrants — 1,829 (233 ) — 1,596 Total Warrant liabilities $ 6,439 $ 1,958 $ 8,432 $ (15,233 ) $ 1,596 January 1, 2022 Change in fair value Reclassification to Equity December 31, 2022 GRNV Sponsor Private Warrants 1,596 (1,456 ) (56 ) 84 Total Warrant liabilities $ 1,596 $ (1,456 ) $ (56 ) $ 84 GRNV Sponsor Private Warrants The Company assumed 2,100,000 During the year ended December 31, 2022, one of the initial purchasers holding 700,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 14. Leases Operating leases The Company has operating leases for office spaces, warehouse facilities, corporate houses, and certain company vehicles. The leases have remaining lease terms of one month to 4 years. The table below presents the operating lease-related assets and liabilities recorded on the consolidated balance sheets. Schedule of operating lease liabilities December 31, Operating leases 2022 2021 Assets Right-of-use Assets under operating leases $ 2,873 — Liabilities — $ 1,464 — Non-current Operating leases liabilities 1,719 — Total Operating lease liabilities $ 3,183 — The table below presents the operating lease remaining lease terms and discount rate applied. Schedule of operating lease term December 31, 2022 2021 Weighted-average remaining lease term (years) 2.78 — Weighted-average discount rate 8.93 % — % The table below presents the impact on the statement of operations related to the operating leases for the year ended December 31, 2022, including expenses related to lease agreements with an initial term of 12 months or less. Amounts presented for the year ended December 31, 2021, have been recorded under ASC 840. Schedule of operating lease expense December 31, 2022 2021 Cost of revenues 1,604 1,360 General and administrative 1,190 1,093 Total Operating lease expenses $ 2,794 $ 2,453 Finance leases During the year ended December 31, 2022, the Company entered into various non-cancellable finance lease agreements for 3,750 eScooters and R&D equipment with financial institutions. As of December 31, 2022, the remaining lease terms vary between two months to two years. The table below presents the finance lease-related assets and liabilities recorded on the consolidated balance sheets. Schedule of financial lease December 31, Finance leases 2022 2021 Assets Sharing vehicles leased gross $ 3,260 — R&D equipment leased gross 177 — Accumulated Depreciation (1,743 ) — Total property and equipment related to finance leases, net $ 1,694 — Liabilities — Current finance leases liabilities $ 2,002 — Non-current finance leases liabilities 71 — Total finance lease liabilities $ 2,073 — The table below presents the finance lease remaining lease terms and discount rate applied. Schedule of financial lease term December 31, 2022 2021 Weighted-average remaining lease term (years) 0.38 — Weighted-average discount rate 8.30 % — % The table below presents the impact on the statement of operations related to the finance leases for the year ended December 31, 2022, and December 31, 2021. Schedule of finance lease expense December 31, 2022 2021 Cost of revenues – Depreciation 1,699 — Cost of revenues – Write-off 27 — Research & Development – Depreciation 44 — Total Operating expenses related to finance leases $ 1,770 $ — Interests expenses 117 — Total Non - Operating expenses related to finance leases $ 117 $ — Schedule of finance interest expense Leases Year ended December 31, Operating Finance 2023 $ 1,314 $ 2,015 2024 351 60 2025 179 15 Thereafter — — Total minimum lease payments $ 1,844 $ 2,090 Less: Amounts representing interest not yet incurred (16 ) Present value of finance lease obligations 2,073 Less: Current portion 2,002 Long-term portion of finance lease obligations 71 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Media rights – Purchase Commitments During 2021, the Company entered into a new business line: the acquisition, commercialization and distribution of contents including live sport events to media partners and final viewers. In order to commercialize and broadcast media contents, the Company entered into non-cancellable Content licensing and Service agreements with multiple partners such as LNPB. These agreements require the payment of certain fees and contain renewal and escalation clauses. The terms of those agreements provide for payments on a periodical basis and on a graduated scale. The Company recognizes expense on a straight-line basis over the agreement period and has accrued for expense incurred but not paid. As of December 31, 2022, the Company has $ 7,732 Future annual minimum payments related to Media rights’ agreements as of December 31, 2022, are as follows. All the agreements are in Euro, in order to calculate the future annual minimum payments, the Euro payments are exchanged in Dollar using the 2022 average exchange rate. Schedule of minimum lease payments Amount Year ending December 31: 2023 $ 25,249 2024 9,073 Total $ 34,322 Litigation The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved. As of December 31, 2022, the Company concluded that certain losses on litigations were probable and reasonable estimable; as a result, the Company recorded $ 2,710 Other Current liabilities The amount is composed by $2,060 assumed from Wheels Business Combination occurred on November 18, 2022 of which $824 related to settlement agreements already entered by Wheels, and $650 related to a settlement agreement entered by Helbiz. For the $2,060 assumed from Wheels no material changes occurred from Business Combination to March 28, 2023, and no amount has been recorded on the Consolidated statement of operations for the year ended December 31, 2022. In detail, Wheels has been named in various lawsuits related to the use of Wheels’s vehicles in US cities and in certain matters involving California Labor Code violations and the classification of individuals as independent contractors rather than employees. The range of loss for the Wheels legal contingencies accrued is between $824 to $3.3 million which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage. During the year ended December 31, 2022, the Company also recorded expenses for $ 650 65 The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or possible; for these claims the range of potential loss is between 0 to $200. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | 16. Common Stock As of December 31, 2022, the Company’s charter authorized the issuance of up to 285,774,102 0.00001 14,225,898 0.00001 100,000,000 0.0001 Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. The holders of Convertible Preferred Stock Series A are not entitled to vote with the holders of the Company’s Common Shares on any matters submitted to a vote of holders of the Company’s Common Stock. Each holder of Series A Preferred Stock will have one vote per share on any matter on which holders of Series A Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The Convertible Preferred Stock Series A shall be converted into Class A Common Shares upon the effectiveness of a Company’s Stockholder Approval. The Conversion Rate was established as one Convertible Preferred Stock Series A for one Class A Common Shares, however Wheels failed to timely deliver Wheels Unaudited financial statements and the Conversion Rate has been adjusted to 1 Class A Common Shares for 1.26 Convertible Preferred Stock Series A. If the Company does not convert the Convertible Preferred Stock Series A into Class A Common Shares within five months from issuance the holders of the Convertible Preferred Stock Series A are entitled to receive a quarterly dividend equal to 3.75% of the VWAP of the Class A Common Stock on the Issuance Date. Based on the terms and conditions, the Company classified the Series A Convertible Preferred Stocks as temporary equity, recorded at fair value at issuance with no subsequent remeasurement. |
Standby Equity Purchase Agreeme
Standby Equity Purchase Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Standby Equity Purchase Agreement | |
Standby Equity Purchase Agreement | 17. Standby Equity Purchase Agreement On October 31, 2022, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $ 13,900 (i) 95.0 (ii) 92.0 Any such sales would be subject to certain limitations, including that YA II PN, Ltd could not purchase any shares that would result in it owning more than 4.99% of the Company’s Class A Common Stock, or any shares that, aggregated with any related transaction, would exceed 19.9% of all shares of common stock outstanding on the date of the SEPA unless shareholder approval was obtained allowing for issuances in excess of such amount. At inception the Company did not identify any day one impact for the SEPA agreement except for the legal fees incurred. On October 31, 2022, the Company recorded a debt amounted to $ 278 345 During the year ended December 31, 2022, the Company delivered multiple Advance Notices for the sale of 23,100,000 3,792 790 |
Equity warrants
Equity warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity Warrants | |
Equity warrants | 18. Equity warrants As of December 31, 2022, the Company has the following outstanding warrants classified as equity component: 8,436,416 Public Warrants and 2,000,000 Convertible Note Warrants. The tables below show the equity warrant roll-forward from January 1, 2021, to December 31, 2021, and from January 1, 2022, to the year ended December 31, 2022. Schedule of warrants outstanding Options Outstanding, number of shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) As of January 1, 2021 — — — Issued 1,000,000 $ 20.00 5.00 Assumed from GRNV 8,400,000 11.50 5.00 Exercised (663,584 ) 11.50 — As of December 31, 2021 8,736,416 $ 12.47 4.53 Issued 1,000,000 $ 2,50 5.00 Reclassified from Liability warrants 700,000 11.50 3.62 Exercised — — — As of December 31, 2022 10,436,416 $ 9.82 3.71 |
Share based compensation
Share based compensation | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Share based compensation | 19. Share based compensation The Company has three equity compensation plans for the issuance of shares of Company’s Class A common stock to employees, officers, and directors of the Company: the 2020 Equity Incentive Plan (2020 Plan), the 2020 CEO Performance Award, and 2021 Omnibus Incentive Plan (2021 Plan), which have all been approved by the Company’s shareholders. These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), SARs, restricted stock, RSUs, performance-based awards, and other awards. The following table summarizes the Company’s shares of Class A common stock reserved for future issuance as of December 31, 2022, no Class B common stocks have been reserved for issuance. Schedule of common stock reserved for future issuance December 31, 2022 Remaining shares available for future issuance under 2021 Omnibus Incentive Plan 389,129 2020 Equity Incentive Plan On April 1, 2020, the Company adopted the 2020 Equity Incentive Plan (2020 Plan) under which the Company may issue options to purchase its common stock to selected employees, officers, and director of the Company. Upon original approval, the Company reserved 1,600,000 Under the 2020 Plan, nonqualified stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Stock options vest between 25% and 50% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. The maximum term for stock options granted under the 2020 Plan might not exceed ten years from the date of grant. The entire 2020 Plan has been granted by previously hired employees, officers, and Director. On August 12, 2021, the 2020 Plan has been assumed by GRNV and the 1,600,000 options to buy 1,600,000 7,409,701 2020 CEO Performance Award On April 1, 2020, the Company adopted the 2020 CEO Performance Award under which the Company issued options to purchase its Class A common stock to its CEO and Founder. The Company reserved 600,000 600,000 The CEO Performance Awards vests upon the satisfaction of all three of the following conditions: (i) a service condition, (ii) a market condition, and (iii) a performance condition. The service condition is satisfied over a period of ten years. The performance condition is considered satisfied on August 12, 2021, with the business combination with GRNV. The market condition will be satisfied in 20 different tranches, with each related to a certain Market capitalization Milestone. 2021 Omnibus Incentive Plan On August 12, 2021, the Company adopted the 2021 Omnibus Incentive Plan (2021 Plan) under which the Company may issue equity incentives to selected employees, officers, and director of the Company. The 2021 Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. Under the 2021 Plan, stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Awards for employee vest 25% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. Awards for independent board member vest ratably each quarter over the ensuing 4-quarter period. The maximum term for stock options granted under the 2021 Plan might not exceed ten years from the date of grant. Upon original approval, the Company reserved 839,129 Common Stocks issued outside equity incentive Plans - in exchange for services rendered During the twelve months ended December 31, 2022, and December 31, 2021, the Board of Directors approved the issuance of Class A Common Shares to Company’s third-party consultants in exchange for professional services rendered. The summary of Class A common shares issued to consultants and the related fair value at issuance is as follows. Schedule of share based payment Number of Class A Common Shares Weighted Average Fair value As of January 1, 2021 — — Granted 436,226 $ 10.02 Vested and issued (436,226 ) $ 10.02 Canceled and forfeited — — As of December 31, 2021 — — Granted 2,090,891 $ 0.48 Vested and issued (2,090,891 ) $ 0.48 Canceled and forfeited — — As of December 31, 2022 — — A portion of the mentioned Common Shares issued during 2022 and 2021: 1,626,471 30,720 671 329 The remaining 464,420 405,506 Stock Options The summary of stock option activities for all the Company’s Equity incentive plans is as follows. Schedule of share based payment option activity Options Outstanding, number of shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value As of January 1, 2021 7,409,701 $ 2.16 9.25 $ 25,868 Granted 825,000 8.14 Exercised — — Canceled and forfeited (50,197 ) 2.16 As of December 31, 2021 8,184,504 2.76 8.29 $ 24,507 Granted — — Exercised — — Canceled and forfeited (33,627 ) 6.53 As of December 31, 2022 8,150,877 2.80 7.14 $ — Of which Vested as of December 31, 2022 6,132,084 The aggregate intrinsic values disclosed in the above table is based on the difference between the exercise price of the stock option and the fair value of the Company’s common stock of $ 0.13 5.49 Restricted Common Stock During 2021, we have granted restricted common stocks to a newly hired officer; the vesting is based on service condition. The following table summarizes the activity related to our restricted common stock for the years ended December 31, 2022, and December 31, 2021. Schedule of share based payment restricted stock units Number of Shares Weighted-Average Grant-Date Fair Value per Share As of January 1, 2021 — — Granted 225,000 $ 7.78 Vested — — Canceled and forfeited — — Unvested Restricted common stock as of December 31, 2021 225,000 $ 7.78 Granted — — Vested (118,750 ) — Canceled and forfeited — — Unvested Restricted common stock as of December 31, 2022 106,250 $ 7.78 Stock-Based Compensation Expense Stock-based compensation expense is allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, for third-party consultants. The following table summarizes total stock-based compensation expense by account for the years ended December 31, 2022, and 2021. Schedule of stock-based compensation expenses Year Ended December 31, 2022 2021 Cost of revenue $ 15 27 Research and development 161 415 Sales and marketing 278 1,468 General and administrative 2,856 5,469 Total stock-based compensation expense $ 3,310 7,379 3,415 The weighted-average grant-date fair values of stock options with only a service condition granted to employees in the year ended December 31, 2021, was $ 2.11 Schedule of black-scholes assumptions December 31, 2022 2021 Expected term (in years) — 2.5 Expected volatility — % 53.0 % Risk-free interest rate — % 0.10 % Expected dividend yield — % — % The weighted-average grant-date fair value of performance awards with market-based targets in the year ended December 31, 2021, was $ 2.07 Schedule of monte carlo assumptions December 31, 2022 2021 Intrinsic timing for vesting (in years) — 8.25 Risk-free interest rate — % 0.82 % Expected volatility — % 66.8 % Trading days per year — 251 Expected dividend yield — % — % Based on the above, the cumulative fair value of the 20 tranches of the performance awards with market-based targets was estimated at the date of grant, to be $1,245. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 20. Income Taxes The components of loss before income taxes consist of the following. Schedule of components of income tax December 31, 2022 2021 United States $ (41,342 ) $ (45,256 ) Foreign (40,708 ) (26,865 ) Total $ (82,050 ) $ (72,121 ) The components of the provision (benefit) for income taxes consist of the following. Schedule of income tax provision December 31, 2022 2021 Current: Federal $ — $ — State — — Foreign 24 28 Total 24 28 Deferred: Federal — — State — — Foreign — (178 ) Total — (178 ) Provision (benefit) for income taxes $ 24 (150 ) A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows. Schedule of reconciliation of effective tax rate December 31, 2022 2021 Income tax provision at statutory rate 21 % 21 % State income taxes, net of federal benefit 3 % 3 % Foreign tax differential 2 % 1 % Change in fair value of warrants 0 % (2 )% Goodwill Impairment (3 )% — Other adjustments 0 % 0 % Change in valuation allowance (23 )% (22 )% Effective tax rate 0.03 % 0.21 % The components of the Company’s net deferred tax assets and liabilities are as follows. Schedule of deferred tax assets and liabilities December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 76,640 $ 23,514 Accruals and reserves 674 12 Research & development 1,026 — Lease liability 230 — Stock Compensation 1,633 1,353 Total deferred tax assets 80,203 24,879 Deferred tax liabilities: Intangibles (564 ) (161 ) Fixed assets (447 ) (581 ) Right of use assets (198 ) — Total deferred tax liabilities (1,209 ) (742 ) Net deferred tax assets $ 78,994 $ 24,137 Valuation Allowance (78,994 ) (24,137 ) Ending Balance $ — $ — Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, the Company considered all sources of taxable income available to realize deferred tax assets, including the future reversal of existing temporary differences, forecasts of future taxable income, and tax planning strategies. Based on the weight of available evidence, which includes the Company’s historical cumulative net losses, the Company recorded a full valuation allowance. The valuation allowance increased by $ 54,855 16,121 As of December 31, 2022, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $ 234,183 205,882 58,495 56,915 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2022, and 2021, there were no No The Company is subject to income taxes in the federal, various state and foreign jurisdictions and is generally open for examination from the year ended December 31, 2019, forward. The Tax Cuts and Jobs Act of 2017 ("TCJA") amended Section 174 to require capitalization of all research and developmental ("R&D") costs incurred in tax years beginning after December 31, 2021. These costs are required to be amortized over five years if the R&D activities are performed in the U.S., or over 15 years if the activities were performed outside the U.S. The Company capitalized approximately $ 4,002 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. The CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In addition, under the CARES Act, employers may defer deposits of the employer’s share of Social Security tax due and payments of the tax imposed on wages paid during the payroll tax deferral period which begins on March 27, 2020, and ends December 31, 2020. As a result, the Company deferred deposits during the payroll tax deferral period. On August 16, 2022, the Inflation Reduction Act ("IRA") was signed into law in the United States. Among other provisions, the IRA includes a 15.0% corporate minimum tax rate applied to certain large corporations and a 1.0% excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the IRA to have a material impact on our consolidated financial statements. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 21. Net Loss Per Share Net income (loss) per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share. Schedule of basic and diluted net loss per share Year Ended December 31, 2022 2021 Net loss adjusted for Deemed Dividends and Deemed Dividends equivalents $ (82,074 ) $ (72,461 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 65,760,991 24,862,600 Net loss per share attributable to common stockholders, basic and diluted $ (1.25 ) $ (2.91 ) 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 Year Ended December 31, 2022 2021 2020 Equity Incentive Plan 7,344,627 7,359,504 Public Warrants 8,436,416 7,736,416 Convertible debts* 51,163,288 3,328,359 Convertible Notes Warrants 2,000,000 1,000,000 Liability Warrants 1,400,000 2,100,000 Class B Common Shares - Held in escrow for indemnification purpose — 1,600,000 2020 CEO Performance Award 600,000 600,000 2021 Omnibus Plan 312,500 450,000 Common Stocks to be issued outside equity incentive Plans 648,843 — Net loss per share attributable to common stockholders, basic and diluted 71,905,674 24,174,279 * The number of Common Shares presented is based on the principal plus accumulated interests outstanding as of 12.31.2022 divided by the Floor Price $0.25 for 2022 Convertible notes and $0.50 fixed Conversion rate for the SEPA Convertible Note. |
Segment and geographic informat
Segment and geographic information | 12 Months Ended |
Dec. 31, 2022 | |
Segment And Geographic Information | |
Segment and geographic information | 22. Segment and geographic information We determine our operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance. As of December 31, 2022 and 2021, the Company has three operating and reportable segments; of which one named Helbiz Kitchen is considered not material and included in All Other. Segment Description Mobility Mobility offering allow consumer to move around the city using green and electric vehicles as scooters, bikes and mopeds. Mobility also includes partnership and sponsorship agreements. Media Commercialization of media rights to professional partner (B2B) and contents offerings allow consumer to watch live events on the App Helbiz Live (B2C). All Other All Other are mainly related to delivery offerings and a licensing agreement. Our segment operating performance measures are segment Revenue and Cost of Revenue. The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment. The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from operations: Schedule of segment revenue and cost of revenue Year Ended December 31, 2022 2021 Revenue Mobility $ 8,430 $ 9,907 Media 6,507 2,770 All Other 601 156 Total segment revenues $ 15,538 $ 12,834 Operating expenses: Cost of revenues Mobility (20,463 ) (22,762 ) Media (19,154 ) (9,442 All Other (2,008 ) (1,642 Total Cost of revenues $ (41,625 ) $ (33,846 ) Reconciling Items: Research and development (2,741 ) (2,826 ) Sales and marketing (8,712 ) (10,875 ) General and administrative (25,569 ) (24,411 ) Impairment of Assets (10,390 ) — Loss from operations $ (73,499 ) $ (59,124 ) Revenue by geography is based on where the trip was completed, or media contents occurred. The following table set forth revenue by geographic area for the years ended December 31, 2022 and December 31, 2021. Schedule of revenue by geography Year Ended December 31, 2022 2021 Revenue Italy $ 13,355 $ 10,045 United States 2,183 2,789 Total Revenues $ 15,538 $ 12,834 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 December 31, 2022, and December 31, 2021. Schedule of intangible assets, goodwill and other assets December 31, December 31, 2022 2021 Italy $ 5,575 $ 17,905 United States 23,669 3,337 All other countries 665 184 Total long lived assets $ 29,909 $ 21,426 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 23. Related Party Transactions During the twelve months ended December 31, 2022, our majority shareholder and CEO has lent Helbiz funds on an interest-free basis for cumulative gross proceeds of $ 492 237 527,425 254 On November 18, 2022, Wheels Business Combination date, our majority shareholder and CEO purchased from a Wheels investor, a Wheels unsecured note for its principal amount $ 750 4,019,293 . D uring May and June 2021, our majority shareholder and sole director has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $ 2,010 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events The Company has determined, for recognition or disclosure in these financial statements, the following material subsequent events. Usage of 2022 SEPA and repayment of SEPA Convertible Note From January 1, 2023, to January 20, 2023, the Company delivered Advance Notices for the sale of 59,825,000 10,107 4,210 On January 20, 2023, the 2022 SEPA was terminated as a result of Advance Notices requested by the Company for shares of Class A common stock equal to the commitment amount of $ 13,900 2023 January SEPA On January 24, 2023, the Company entered into a second Standby Equity Purchase Agreement (“2023 January SEPA”) with YA II PN, Ltd. (“YA"). Pursuant to the 2023 January SEPA, the Company has the right, but not the obligation, to sell to YA up to $20,000 of its shares of Class A Common Stock at any time during the 24 months. In connection with the execution of the 2023 January SEPA, the Company agreed to pay a commitment fee of $ 400 (i) 95.0 (ii) 92.0 Each sale requested under the 2023 January SEPA (an “Advance”) may be for a number of shares of Class A common stock equal to the greater of: (i) an amount equal to 100% of the average daily traded amount of the shares during the five Trading Day immediately preceding the delivery of an Advance Notice, or (ii) 5,000,000 The purchase would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 9.99% of our Class A common stock or any shares that, aggregated with any related transaction, would exceed 48,119,674 In addition, subject to the mutual consent, the Company may request pre-advance loans, in the aggregate not to exceed $ 20,000 From January 24, 2023, to date, the Company delivered Advance Notices for the sale of 45,200,000 7,402 2023 SEPA Note On March 8, 2023, we issued and sold a convertible promissory note (“2023 SEPA Note’) under the 2023 January SEPA, with an aggregate principal amount of $4,500 to YA, a 10% original issue discount and September 15, 2023 as Maturity date. Interest shall not accrue on the outstanding principal balance of the 2023 SEPA Note unless and until there is an event of default, upon the occurrence of which, interest shall accrue at a rate of 15% per year until collected in full. Any repayments in cash carries a 5% redemption premium. The holder may convert the 2023 SEPA Note into Class A Common Shares at a conversion price of $0.50 any time prior to the Maturity date, provided that there may be no such conversion if such conversion would cause YA to beneficially own more than 4.99% of Company’s outstanding Common Shares. At any time that there is an outstanding balance owed under the 2023 SEPA Note, YA may require the Company to deliver Advance Notices pursuant to the 2023 January SEPA for the issuance and sale of Common Stock at the Conversion Price in order to offset amounts owed to YA under the 2023 SEPA Note. In addition, while there is an outstanding balance owed under the 2023 SEPA Note, the Company may redeem portions or all amounts of that outstanding balance so long as notice is provided to YA. 2022 Convertible Note repayment The Company partially repaid the 2022 Convertible Note for $ 3,701 10 Additionally, on January 23, 2023, YA converted $ 1,296 5,184,396 2023 March SEPA On March 8, 2023, the Company entered into a third Standby Equity Purchase Agreement (“2023 March SEPA”) with YA II PN, Ltd. (“YA"). Pursuant to the 2023 March SEPA, the Company has the right, but not the obligation, to sell to YA up to $50,000 of its shares of Class A Common Stock at any time during the 24 months. In connection with the execution of the 2023 March SEPA, the Company agreed to pay a commitment fee of $750 as consideration for YA irrevocable commitment to purchase the shares of Class A common stock. To request a purchase, the Company would submit an Advance Notice to YA specifying the number of shares, it intends to sell. The terms, conditions and limitations are the same of the 2023 January SEPA. From March 8, 2023, to date, no Advance Notice has been delivered to YA. Series B Convertible Preferred Stocks – Related party purchase On March 8, 2023, Helbiz Inc Board of Directors approved the creation of a new series of preferred stock: Series B Preferred Stock. the Company is authorized to issue 3,000 On March 13, 2023, the Company entered into a subscription agreement with Salvatore Palella, Helbiz Inc CEO, pursuant to which he agreed to purchase 3,000 shares of our Series B Preferred Stock for an aggregate purchase price of five hundred dollars. Series A Convertible Preferred Stocks On February 28, 2023, the 6,751,823 5,343,184 New York store – lease agreement On March 15, 2023, the Company entered into a 5-years lease agreement for a store located at 500 Broome Street, New York, NY. The cumulative lease commitment for the 5 916 |
Significant Accounting Polici_2
Significant Accounting Policies and Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 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 determination of fair values of private company stock, warrant and financial instruments, purchase price allocation for business combinations, useful lives of intangible assets, property and equipment and valuation allowance for deferred income taxes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Segment Information | Segment Information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer, Salvatore Palella, is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. For the year-ended December 31, 2022, and 2021, the Company has determined to have operated in two operating segments, Mobility and Media. During the years ended December 31, 2022, and 2021, the Company generated revenues in US and Europe and as of December 31, 2022, and 2021, the Company had material assets located outside of the United States, primarily in Italy. |
Revenue Recognition | Revenue Recognition The Company generates its revenue from its two operating segments: Mobility and Media. Mobility revenues are related to the offering of electric vehicles in the sharing environment. Through its Mobility App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. Those Mobility revenues are recorded in accordance with Accounting Standards Codification Topic 842 (“ASC 842”). Media revenues are related to the international distribution and broadcasting of media contents, including live sports events. The Company recorded Media revenues in accordance with Accounting Standards Codification Topic 606 (“ASC 606”). |
Mobility Revenues | Mobility Revenues Mobility revenues are recognized for rental and rental related activities where an identified asset, is transferred to the customer and the customer has the ability to control that asset in accordance with ASC 842. The Company generates mobility revenues from its fleet of electric vehicles. The Company operates a fleet of sharing electric vehicles, comprised of both owned vehicles and vehicles leased from third-party leasing companies. In order to rent a Company’s electric vehicle, a rider downloads the Mobility App and accepts the Terms of Conditions (“ToC”). The ToC defines the Company’s offering, the fees charged, each party’s rights and obligations and payment terms. After accepting the ToC, a rider selects and unlocks an electric vehicle, the rider has the right and the ability to control the selected electric vehicle for the desired term of the arrangement. As a result, the Company either leases or subleases the rented vehicle to the rider. The duration of the agreement varies between a single ride, for pay-per-ride agreement up to monthly for Helbiz Unlimited subscription. In all those agreements, the Company is the accounting lessor or sublessor, as applicable, in accordance with ASC 842. Due to the short-term nature of those arrangements, the Company classifies these rentals as operating leases. The revenues generated from single-use rides are recognized upon completion of each ride, while revenues generated from mobility subscription are recognized evenly over the rental period, which is typically a month or less. The Company records deferred rent arising from prepayment of rides made by customers. The Company has made an accounting policy election to not separate non-lease components from lease components, the entire consideration received from subscribers is treated as lease rental and therefore it is recognized on a straight-line basis. Additionally, the Company made an accounting policy election not to gross up the revenue with the related taxes rather it is presenting the revenues after excluding the taxes (i.e., net of sales taxes and VAT). As a result, a liability is recorded upon completion of each ride for the related taxes. Mobility revenues also includes an immaterial amount related to partnership and advertising revenues related to co-branding of the fleet and advertising on the Mobility App. |
Media Revenues | Media Revenues Media Revenues are mainly composed by three sub-categories: a) Commercialization of Media rights (B2B) b) Live Subscriptions (B2C) c) Advertising fees a) Commercialization of Media rights (B2B): The Company applied the following steps to achieve the core principle of ASC 606. 1. Identification of the Contract, or Contracts, with a Customer. 2. Identification of the Performance Obligations in the Contract. 3. Determination of the Transaction Price i) Controlling the goods or services before they are transferred to customers ii) Inventory Risk. Controlling the goods or services before they are transferred to customers” iii) Discretion in establishing prices. The Company concluded that it acts as Principal in those service agreements as it obtained control over the media content rights, it has inventory risk, and it has discretion in establishing the prices. As result, the Company is entitled to recognize the gross selling price as transaction price. In addition, the Company excludes all sales taxes and withholding taxes required by governmental authorities from the measurement of the transaction price. 4. Allocation of the Transaction Price to the Performance Obligations in the Contract 5. Recognition of Revenue when, or as, the Company Satisfies a Performance Obligation b) Live subscriptions (B2C) c) Advertising Fees |
Other revenues | Other revenues The Company also generated revenues from food delivery offerings, which are recognized as revenues on a straight-line basis over the contractual period, in line with the satisfaction of the related performance obligations, as defined in ASC 606. |
Cost of revenues | Cost of revenues Cost of revenues primarily consists of operative costs related to the Mobility and Media offerings. - Costs incurred in connection to Mobility offerings include but is not limited to: personnel-related costs both internal and external, credit card processing fees, battery charging costs, electric vehicles repair and maintenance costs, van and warehouses under operating leases, data center and networking expenses, software expenses directed related to the operations such as AWS, ride insurance costs, depreciation and write-off of rental vehicles, amortization and expenses related to the obtainment of operating licenses and other direct costs. - Costs incurred in connection to Media offerings includes contents licensing, access costs, licensing and credit cards processing fees. |
Research and development | Research and development Research and development expenses primarily consist of personnel-related compensation costs for employees in engineering and product development, both internal and external. Such expenses include costs related to the Company’s technology initiatives, as well as expenses associated with ongoing improvements to existing products and platforms. Research and development expenses are expensed as incurred. |
Sales and marketing | Sales and marketing Sales and marketing expenses primarily consist of advertising expenses, business development expenses, customer support costs, product marketing costs, personnel-related compensation costs and depreciation and write-off expense of customer relationship acquired. Sales and marketing costs are expensed as incurred. |
General and administrative | General and administrative General and administrative expenses primarily consist of personnel-related compensation costs, professional service fees, D&O insurance, lease expenses for offices and corporate houses, depreciation and amortization expenses of fixed and intangible assets other than rental vehicles or related to them, and other corporate costs. |
Income Taxes | Income Taxes Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. The Company periodically reviews the recoverability of deferred tax assets recorded on the consolidated balance sheet and provides valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2022, and 2021. Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination of the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made. The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company’s policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense in the Consolidated statements of operations and comprehensive loss. As of December 31, 2022, and 2021, the Company had no no |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company accounts for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the grant date at fair value, using appropriate valuation techniques. |
Service-Based Awards | Service-Based Awards The Company records stock-based compensation expense for service-based stock options and restricted stock on a straight-line basis over the requisite service period. For stock options with only service-based vesting conditions, the Company utilizes Black-Scholes option-pricing model as valuation model, which incorporates the following assumptions: - Expected term - Risk-free interest rate - Expected dividend yield: For restricted stock, granted under the employee stock purchase plan, subject only to a service condition for vesting, the Company measures the awards based on the market price of its common stock at the grant date. |
Performance-Based Awards | Performance-Based Awards The Company has granted common stock that vest upon the satisfaction of a performance condition. The performance-based conditions generally are satisfied upon achieving specified performance targets, such as our financial or operating metrics, and/or the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an initial public offering (“IPO”). The Company records stock-based compensation expense for performance-based equity awards only if performance-based conditions are considered probable to be satisfied. |
Market-Based Awards | Market-Based Awards We have granted stock options that vest only upon the satisfaction of all the following conditions: service-based conditions, performance-based conditions, and market-based conditions. The performance-based condition is satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards. The market-based conditions are satisfied upon the achievement of specified Company’s market valuations. The Company records stock-based compensation expense for market-based equity awards such as stock options on an accelerated attribution method over the requisite service period. We determine the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, using the longer of the two service periods as the requisite service period. |
Concentration of Credit Risk | Concentration of Credit Risk Cash and cash equivalents, restricted cash are potentially subject to credit risk concentration. Cash and cash equivalents and restricted cash consist of cash deposits which typically exceed insured limits and are placed with international financial institutions. The Company has not experienced any material losses related to these concentrations during the periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains cash in bank deposits in different currencies, mainly the U.S. Dollar and Euro. |
Foreign Currency | Foreign Currency The Company has operations in foreign countries whose functional currency is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate applicable during the period. Translation gains and losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expenses in the accompanying consolidated statements of operations and comprehensive loss when incurred. |
Leases | Leases The Company adopted ASC 842 as of January 1, 2022, using the modified retrospective approach. The Company elected to apply the transition method that allows companies to continue applying the guidance under the lease standard in effect at that time in the comparative periods presented in the consolidated financial statements and recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. The Company elected the package of practical expedients available in the leasing transition guidance, and therefore did not reassess whether existing or expired contracts contain leases, lease classification, or initial direct costs. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company also has elected the short-term lease exception for all classes of assets, and therefore does not apply the recognition requirements for leases of 12 months or less. Lease payments may be fixed or variable; however, only fixed payments are included in the Company’s lease liability calculation. For certain leases, the Company also applies a portfolio approach to account for right-of-use assets and lease liabilities that are similar in nature and have nearly identical contract provisions. The Company determines if an arrangement is or contains a lease at contract inception by assessing whether the arrangement contains an identified asset and whether the lessee has the right to control such asset. The Company determines the classification and measurement of its leases upon lease commencement. Lessee The Company's leases include real estate property to support its operations, research and development equipment and electric vehicles used by riders to provide sharing services on the Mobility App. The Company records the right-of-use asset and lease liability at the present value of lease payments over the term. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. When the discount rate implicit in the lease cannot be readily determined, the Company estimates its incremental borrowing rate to discount the lease payments based on information available. The Company determines its incremental borrowing rate based on the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. Operating leases are included in right-of-use assets, operating lease liabilities current and non-current on the consolidated balance sheets. Lease costs for the Company's operating leases are recognized on a straight-line basis primarily within operating expenses over the lease term. Variable lease payments are recognized primarily in operating expenses in the period in which the obligation for those payments is incurred. Finance leases are included in property, equipment, and deposits, net, and finance lease liabilities current and non-current on the consolidated balance sheets. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term in operating expenses on the consolidated statements of operations. The interest component of finance leases is recorded as interest expenses on the consolidated statements of operations and recognized using the effective interest method over the lease term. |
Property, and Equipment | Property, and Equipment Property, and equipment consist of equipment, computers and software, furniture and fixtures, and rental electric vehicles including vehicles leased under finance leases. Property, and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for property and equipment commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. The table below, shows the useful lives for the depreciation calculation using the straight-line method: Schedule of useful lives Useful life Equipment 5 years Computers and Software 3 years Furniture and fixtures 7 years Rental e-Bikes 2 years Rental e-Scooters 1 – 1.5 years Rental e-Mopeds 4 years Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets. |
Vehicle Deposits | Vehicle Deposits Vehicle Deposits consist of capital advances made in connection to purchase orders submitted to vehicle’s manufacturers. The Company analyzed the nature of the deposits and classified as non-current assets the deposits expected to be converted into fixed assets, such as new Mobility vehicles. |
Acquisitions | Acquisitions The Company accounts for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting. In detail, the acquisition method required that the purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. |
Intangible assets, net | Intangible assets, net Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to five years. Intangible assets resulting from the acquisition of entities are accounted for using the purchase method of accounting based on management’s estimate of the fair value of assets received. Intangible assets, net is mainly composed by operating permits and licenses awarded or acquired by the Company, which allow the Company to operate operating the sharing business. The Company tests intangible assets for impairment whenever events or changes in circumstances (qualitative indicators) indicate that intangible assets might be impaired. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property, equipment, and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include: significant changes in performance relative to expected operating results, changes in asset use, negative industry or economic trends, and changes in the Company’s business strategy. The Company measures the recoverability of these assets first by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If such assets or asset groups are considered to be impaired, an impairment loss would be recognized if the carrying amount of the asset exceeds the fair value of the asset. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company determines the fair value of financial assets and liabilities using the fair value hierarchy established in the accounting standards. The hierarchy describes three levels of inputs that may be used to measure fair value, as follows: Level 1 — Quoted prices in active marke t Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial instruments include cash and cash equivalents, warrants, convertible debts, equity compensation, common stocks, temporary equity, promissory notes, and loans. Management believes that the carrying amounts of cash and cash equivalents, accounts payable, accounts receivable, and short-term debts approximate the fair value due to the short-term nature of those instruments. Embedded derivatives and certain warrants are classified as Level 3 in the fair value hierarchy as they are valued using significant unobservable inputs or data in inactive markets. We use a third-party valuation specialist to assist management in its determination of the fair value of its Level 3. These fair value measurements are highly sensitive to changes in these significant unobservable inputs and significant changes in these inputs would result in a significantly higher or lower fair value. During the year ended December 31, 2022, certain warrants changed their classification in the fair value hierarchy for changes in the characteristics, from Level 3 to Level 1. Those warrants are now valued using the warrant price present in the active markets. The fair value of the shares of common stock underlying the stock option and temporary equity have been historically determined by using a third-party valuation specialist to assist management in its determination. Management determines the fair value of the Company’s common stock and temporary equity by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of redeemable convertible preferred stock to unrelated third parties, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and subsequently remeasured at each balance sheet date thereafter. |
Financial Liabilities | Financial Liabilities The Company accounts Financial Liabilities between Current and Non-current liabilities based on the re-payment terms and conditions. At the issuance of each financial instrument the Company evaluates the presence of: embedded derivatives, other instruments issued in conjunction of the financial transactions such as warrants. In case the Company identified more than one financial instrument or embedded derivatives, the Company allocates the gross proceeds, at issuance date. For subsequent measurement of embedded derivatives and warrants classified as liability the Company followed the applicable authoritative guidance which required subsequent adjustments of the instruments at fair value with impact on the Consolidated Statement of Operations. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, net of shares of common stock held in escrow account. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Accounting Pronouncement Adopted in the Current Year | Accounting Pronouncement Adopted in the Current Year In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. The Company adopted this standard as of January 1, 2022, using the modified retrospective approach which allowed the Company to initially apply the new lease standard at the adoption date. Under the modified retrospective approach, comparative periods are presented in accordance with previous standards and do not include any retrospective adjustments to reflect the adoption of ASC 842. In detail, the Company elected to apply the transition method that allows companies to continue applying the guidance under the lease standard in effect at that time in the comparative periods presented in the consolidated financial statements and recognize a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption. The Company elected the package of transition provisions available for expired or existing contracts, which allowed the Company to carryforward the historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In the condensed consolidated balance sheet as of January 1, 2022, the adoption of this new guidance resulted in: - an increase of $4,273 to the total assets to reflect the recognition of Right of Use assets for operating leases, and - an increase of $4,273 to the total liabilities to reflect the recognition of operating leases liabilities. - The adoption did not result in a cumulative-effect adjustment to the opening balance of retained earnings. The Company also applied the Standard for recording rental revenues included in Mobility revenues. The impact of adoption of this standard over Mobility revenues on our condensed consolidated financial statements was not material. 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 convertible notes to reflect the full principal amount of the 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 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 March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU also enhances the disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, the ASU amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU would be applied prospectively. Early adoption is also permitted, including adoption in an interim period. This ASU is currently not expected to have a material impact on our consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security to contractual restrictions that prohibit the sale of an equity security and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. This new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within that fiscal year, with early adoption permitted. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements. In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program. The amendments do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an entity to use a current expected credit loss methodology to measure impairments of certain financial assets and to recognize an allowance for its estimate of lifetime expected credit losses. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies and Use of Estimates (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of useful lives | Schedule of useful lives Useful life Equipment 5 years Computers and Software 3 years Furniture and fixtures 7 years Rental e-Bikes 2 years Rental e-Scooters 1 – 1.5 years Rental e-Mopeds 4 years |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination | |
Schedule of fair value of the assets acquired and liabilities | Schedule of fair value of the assets acquired and liabilities Government relationships $ 2,400 Rental vehicles 1,126 Trade name and trademarks 900 Other current assets 535 Right of use assets under operating leases 274 Cash and cash equivalents 33 Total identifiable assets acquired $ 5,268 Trade payables (4,592 ) Financial liabilities (4,736 ) Accrued expenses and other current liabilities (1,660 ) Legal contingencies – Refer to Note 15 Commitment and contingencies (2,060 ) Sales tax payables (1,306 ) Deferred revenues (322 ) Short-term operating lease liability (274 ) Total Liabilities assumed $ (14,950 ) Goodwill 13,826 Total acquisition fair value consideration $ 4,145 |
Schedule of consolidated income statement | Schedule of consolidated income statement From November 18, 2022, to December 31, 2022 Revenues $ 286 Net Loss (1,628 ) |
Schedule of allocation of the fair value of the assets acquired and liabilities | Schedule of allocation of the fair value of the assets acquired and liabilities Government relationships $ 1,870 Customer relationships 887 Other current Assets 169 Cash and cash equivalents 168 Security Deposits 143 Property and Equipment 111 Account Receivables 62 Other non-current Assets 11 Total identifiable assets acquired $ 3,421 Deferred tax liabilities (184 ) Financial liabilities (920 ) Other liabilities (928 ) Total Liabilities assumed $ (2,032 ) Goodwill 11,155 Total acquisition consideration $ 12,544 |
Schedule of proforma consolidated statement of operations | Schedule of proforma consolidated statement of operations For the period April 1, 2021, to December 31, 2021 Revenues $ 804 Net Loss (1,470 ) |
Schedule of proforma consolidated revenue | Schedule of proforma consolidated revenue (unaudited) Year Ended December 31, 2022 2021 Revenues $ 21,196 $ 22,773 Net Loss (111,484 ) (106,120 ) |
Schedule of net assets acquired through the consummation of the business combination | Schedule of net assets acquired through the consummation of the business combination Cash and cash equivalents $ 20,281 Subscription receivable – PIPE Investment in the form of cancelation of Helbiz Holdings promissory notes 5,000 Prepaid expenses and other current assets 739 Liability Warrants (1,958 ) Liabilities toward Helbiz (570 ) Accounts payable and accrued expenses (54 ) Net Asset Acquired, excluding Helbiz transaction costs $ 23,438 Helbiz transaction costs (3,046 ) Net Asset Acquired from the business combination 20,392 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition | |
Schedule of revenue recognition | Schedule of revenue recognition Year Ended December 31, 2022 2021 Mobility Revenues (ASC 842) $ 8,430 $ 9,907 Pay per ride 6,742 7,793 Mobility Subscriptions 1,331 1,450 Partnerships fees 357 664 Media Revenues (ASC 606) $ 6,507 $ 2,770 Commercialization of Media rights (B2B) 4,177 1,961 Live subscriptions (B2C) 1,740 307 Advertising fees 590 502 Other Revenues (ASC 606) $ 601 $ 156 Total Revenues $ 15,538 $ 12,834 |
Schedule of deferred revenue | Schedule of deferred revenue Deferred Revenues January 1, 2021 Additions 2021 Revenues FX rate Adj December 31, 2021 Mobility 146 4,048 (2,996 ) 4 1,202 Media — 383 — — 383 Total $ 146 $ 4,431 $ (2,996 ) $ 4 $ 1,585 Deferred Revenues January 1, 2022 Additions Wheels Business combination 2022 Revenues FX rate Adj December 31, 2022 Mobility 1,202 2,757 322 (2,417 ) (89 ) 1,775 Media 383 7,539 — (6,507 ) (142 ) 1,272 Other — 24 — (24 ) — — Total $ 1,585 $ 10,320 $ 322 $ (8,948 ) $ (231 ) $ 3,047 |
Prepaid Media rights (Tables)
Prepaid Media rights (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Media Rights | |
Schedule of prepaid media rights | Schedule of prepaid media rights Prepaid Media rights January 1, 2021 Additions 2021 COGS FX rate Adj December 31, 2021 Media rights — 10,806 (8,053 ) 5 2,758 Total $ — $ 10,806 $ (8,053 ) $ 5 $ 2,758 Prepaid Media rights January 1, 2022 Additions 2022 COGS FX rate Adj December 31, 2022 Media rights 2,758 13,550 (13,767 ) (175 ) 2,366 Total $ 2,758 $ 13,550 $ (13,767 ) $ (175 ) $ 2,366 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Schedule of goodwill January 1, 2021 Business Combination Impairment FX rate Adj December 31, 2021 MiMoto Goodwill — 11,155 — (459 ) 10,696 Wheels Goodwill — — — — — Total $ — $ 11,155 $ — $ (459 ) $ 10,696 January 1, 2022 Business Combination Impairment FX rate Adj December 31, 2022 MiMoto Goodwill 10,696 — (9,264 ) (1,432 ) — Wheels Goodwill — 13,826 — — 13,826 Total $ 10,696 $ 13,826 $ (9,264 ) $ (1,432 ) $ 13,826 |
Property, equipment and depos_2
Property, equipment and deposits, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of consolidated income statement | Schedule of property plant and equipment December 31, December 30, 2022 2021 Sharing electric vehicles $ 15,128 $ 9,348 Of which under finance lease agreements 3,260 — Furniture, fixtures, and equipment 1,411 1,100 Of which under finance lease agreements 177 — Computers and software 1,045 1,020 Leasehold improvements 714 730 Total property and equipment, gross 18,298 12,198 Less: accumulated depreciation (12,136 ) (7,510 ) Total property and equipment, net $ 6,162 $ 4,688 Vehicle deposits 3,075 2,928 Total property, equipment and deposits, net $ 9,237 $ 7,616 The following table summarizes the loss on disposal and depreciation expenses recorded in the consolidated statement of operations for the years ended on December 31, 2022, and 2021. Schedule of consolidated income statement Year Ended December 31, 2022 2021 Cost of revenues $ 4,932 $ 5,627 Research & Development 44 — General & administrative 439 291 Total depreciation and loss on disposal expenses $ 5,416 $ 5,918 |
Schedule of consolidated income statement | Schedule of consolidated income statement Year Ended December 31, 2022 2021 Cost of revenues $ 4,932 $ 5,627 Research & Development 44 — General & administrative 439 291 Total depreciation and loss on disposal expenses $ 5,416 $ 5,918 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets December 31, December 31, 2022 2021 Government Relationships 2,400 1,804 Trade name and trademarks 900 — Customer Relationships — 855 Licenses 126 639 Other Intangible assets 87 63 Total Intangible assets, Gross $ 3,513 $ 3,361 Less: accumulated amortization (246 ) (1,286 ) Total Intangible assets, net $ 3,267 $ 2,075 |
Schedule of amortization expense | Schedule of amortization expense Year Ended December 31, 2022 2021 Cost of revenues $ 743 $ 880 Impairment of goodwill and intangible assets 1,126 — Sales & marketing 192 215 General & administrative 2 6 Total Amortization and Impairment expenses $ 2,063 $ 1,101 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Schedule of accrued expenses and other current liabilities December 31, December 31, 2022 2021 Legal contingencies – refer to Note 15 Commitments and Contingencies $ 2,710 $ — Payroll liabilities 2,693 2,496 Accrued expenses 2,369 1,310 Sales tax payables 1,113 — Total accrued expenses and other current liabilities $ 8,885 $ 3,806 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Schedule of assets and liabilities that are measured at fair value on a recurring basis December 31, 2022 Fair Value Warrants outstanding Total Level 1 Level 2 Level 3 Warrants liabilities $ 0.06 1,400,000 $ 84 $ 84 $ — $ — Total $ 84 $ 84 $ — $ — December 31, 2021 Fair Value Warrants outstanding Total Level 1 Level 2 Level 3 Warrants liabilities $ 0.76 2,100,000 $ 1,596 $ — $ — $ 1,596 Total $ 1,596 $ — $ — $ 1,596 |
Schedule of black scholes option | Schedule of black scholes option December 31, 2021 Remaining term (in years) 4.62 Expected volatility 40 % Risk-free interest rate 1.2 % Expected dividend yield — % |
Schedule of financial assets measured at fair value | Schedule of financial assets measured at fair value December 31, 2022 Total Level 1 Level 2 Level 3 Embedded derivative – Optional redemption for SEPA Note $ 50 $ — $ — $ 50 Total $ 50 $ — $ — $ 50 |
Schedule of assumptions | Schedule of assumptions December 31, 2022 2021 Credit risk adjusted rate 12 % — % Expected volatility 158 % — % Risk-free interest rate 4 % — % Expected dividend yield — % — % |
Current and Non-current finan_2
Current and Non-current financial liabilities, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Current And Non-current Financial Liabilities Net | |
Schedule of financial liabilities | Schedule of financial liabilities Weighted Average Interest Rate Maturity Date December 31, 2022 December 31, 2021 Convertible debts, net 6 % 2023 14,372 23,568 Secured loan, net 13 % 2023 14,224 13,290 Unsecured loans, net 7 % Various 10,935 5,627 Warrants liabilities N/A — 84 1,596 Other financial liabilities N/A Various 802 1,045 Total Financial Liabilities, net 40,418 45,126 Of which classified as Current Financial Liabilities, net 33,244 27,069 Of which classified as Non-Current Financial Liabilities, net 7,174 18,057 |
Schedule of interest expense | Schedule of interest expense Year Ended December 31, 2022 2021 Convertible debts $ (4,423 ) $ (2,063 ) Secured loan (2,055 ) (1,342 ) Unsecured loans (548 ) (854 ) Other interest (income) expenses (115 ) (32 ) Total Interest expenses, net $ (7,141 ) $ (4,291 ) |
Schedule of initial recognition | Schedule of initial recognition December 1, 2022 SEPA Note principal amount $ 5,059 Debt issuance discount (500 ) Embedded derivative – Optional redemption (59 ) |
Schedule of warrant liabilities | Schedule of warrant liabilities January 1, 2021 Issuance (fair value) on August 12, 2021 Change in fair value Exercise (fair value) December 31, 2021 2020 Warrant Purchase Agreement 6,439 — 4,128 (10,567 ) — GRNV Underwriter’s Warrants — 129 4,537 (4,666 ) — GRNV Sponsor Private Warrants — 1,829 (233 ) — 1,596 Total Warrant liabilities $ 6,439 $ 1,958 $ 8,432 $ (15,233 ) $ 1,596 January 1, 2022 Change in fair value Reclassification to Equity December 31, 2022 GRNV Sponsor Private Warrants 1,596 (1,456 ) (56 ) 84 Total Warrant liabilities $ 1,596 $ (1,456 ) $ (56 ) $ 84 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of operating lease liabilities | Schedule of operating lease liabilities December 31, Operating leases 2022 2021 Assets Right-of-use Assets under operating leases $ 2,873 — Liabilities — $ 1,464 — Non-current Operating leases liabilities 1,719 — Total Operating lease liabilities $ 3,183 — |
Schedule of operating lease term | Schedule of operating lease term December 31, 2022 2021 Weighted-average remaining lease term (years) 2.78 — Weighted-average discount rate 8.93 % — % |
Schedule of operating lease expense | Schedule of operating lease expense December 31, 2022 2021 Cost of revenues 1,604 1,360 General and administrative 1,190 1,093 Total Operating lease expenses $ 2,794 $ 2,453 |
Schedule of financial lease | Schedule of financial lease December 31, Finance leases 2022 2021 Assets Sharing vehicles leased gross $ 3,260 — R&D equipment leased gross 177 — Accumulated Depreciation (1,743 ) — Total property and equipment related to finance leases, net $ 1,694 — Liabilities — Current finance leases liabilities $ 2,002 — Non-current finance leases liabilities 71 — Total finance lease liabilities $ 2,073 — |
Schedule of financial lease term | Schedule of financial lease term December 31, 2022 2021 Weighted-average remaining lease term (years) 0.38 — Weighted-average discount rate 8.30 % — % |
Schedule of finance lease expense | Schedule of finance lease expense December 31, 2022 2021 Cost of revenues – Depreciation 1,699 — Cost of revenues – Write-off 27 — Research & Development – Depreciation 44 — Total Operating expenses related to finance leases $ 1,770 $ — Interests expenses 117 — Total Non - Operating expenses related to finance leases $ 117 $ — |
Schedule of finance interest expense | Schedule of finance interest expense Leases Year ended December 31, Operating Finance 2023 $ 1,314 $ 2,015 2024 351 60 2025 179 15 Thereafter — — Total minimum lease payments $ 1,844 $ 2,090 Less: Amounts representing interest not yet incurred (16 ) Present value of finance lease obligations 2,073 Less: Current portion 2,002 Long-term portion of finance lease obligations 71 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum lease payments | Schedule of minimum lease payments Amount Year ending December 31: 2023 $ 25,249 2024 9,073 Total $ 34,322 |
Equity warrants (Tables)
Equity warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Warrants | |
Schedule of warrants outstanding | Schedule of warrants outstanding Options Outstanding, number of shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) As of January 1, 2021 — — — Issued 1,000,000 $ 20.00 5.00 Assumed from GRNV 8,400,000 11.50 5.00 Exercised (663,584 ) 11.50 — As of December 31, 2021 8,736,416 $ 12.47 4.53 Issued 1,000,000 $ 2,50 5.00 Reclassified from Liability warrants 700,000 11.50 3.62 Exercised — — — As of December 31, 2022 10,436,416 $ 9.82 3.71 |
Share based compensation (Table
Share based compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of common stock reserved for future issuance | Schedule of common stock reserved for future issuance December 31, 2022 Remaining shares available for future issuance under 2021 Omnibus Incentive Plan 389,129 |
Schedule of share based payment | Schedule of share based payment Number of Class A Common Shares Weighted Average Fair value As of January 1, 2021 — — Granted 436,226 $ 10.02 Vested and issued (436,226 ) $ 10.02 Canceled and forfeited — — As of December 31, 2021 — — Granted 2,090,891 $ 0.48 Vested and issued (2,090,891 ) $ 0.48 Canceled and forfeited — — As of December 31, 2022 — — |
Schedule of share based payment option activity | Schedule of share based payment option activity Options Outstanding, number of shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value As of January 1, 2021 7,409,701 $ 2.16 9.25 $ 25,868 Granted 825,000 8.14 Exercised — — Canceled and forfeited (50,197 ) 2.16 As of December 31, 2021 8,184,504 2.76 8.29 $ 24,507 Granted — — Exercised — — Canceled and forfeited (33,627 ) 6.53 As of December 31, 2022 8,150,877 2.80 7.14 $ — Of which Vested as of December 31, 2022 6,132,084 |
Schedule of share based payment restricted stock units | Schedule of share based payment restricted stock units Number of Shares Weighted-Average Grant-Date Fair Value per Share As of January 1, 2021 — — Granted 225,000 $ 7.78 Vested — — Canceled and forfeited — — Unvested Restricted common stock as of December 31, 2021 225,000 $ 7.78 Granted — — Vested (118,750 ) — Canceled and forfeited — — Unvested Restricted common stock as of December 31, 2022 106,250 $ 7.78 |
Schedule of stock-based compensation expenses | Schedule of stock-based compensation expenses Year Ended December 31, 2022 2021 Cost of revenue $ 15 27 Research and development 161 415 Sales and marketing 278 1,468 General and administrative 2,856 5,469 Total stock-based compensation expense $ 3,310 7,379 |
Schedule of black-scholes assumptions | Schedule of black-scholes assumptions December 31, 2022 2021 Expected term (in years) — 2.5 Expected volatility — % 53.0 % Risk-free interest rate — % 0.10 % Expected dividend yield — % — % |
Schedule of monte carlo assumptions | Schedule of monte carlo assumptions December 31, 2022 2021 Intrinsic timing for vesting (in years) — 8.25 Risk-free interest rate — % 0.82 % Expected volatility — % 66.8 % Trading days per year — 251 Expected dividend yield — % — % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax | Schedule of components of income tax December 31, 2022 2021 United States $ (41,342 ) $ (45,256 ) Foreign (40,708 ) (26,865 ) Total $ (82,050 ) $ (72,121 ) |
Schedule of income tax provision | Schedule of income tax provision December 31, 2022 2021 Current: Federal $ — $ — State — — Foreign 24 28 Total 24 28 Deferred: Federal — — State — — Foreign — (178 ) Total — (178 ) Provision (benefit) for income taxes $ 24 (150 ) |
Schedule of reconciliation of effective tax rate | Schedule of reconciliation of effective tax rate December 31, 2022 2021 Income tax provision at statutory rate 21 % 21 % State income taxes, net of federal benefit 3 % 3 % Foreign tax differential 2 % 1 % Change in fair value of warrants 0 % (2 )% Goodwill Impairment (3 )% — Other adjustments 0 % 0 % Change in valuation allowance (23 )% (22 )% Effective tax rate 0.03 % 0.21 % |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 76,640 $ 23,514 Accruals and reserves 674 12 Research & development 1,026 — Lease liability 230 — Stock Compensation 1,633 1,353 Total deferred tax assets 80,203 24,879 Deferred tax liabilities: Intangibles (564 ) (161 ) Fixed assets (447 ) (581 ) Right of use assets (198 ) — Total deferred tax liabilities (1,209 ) (742 ) Net deferred tax assets $ 78,994 $ 24,137 Valuation Allowance (78,994 ) (24,137 ) Ending Balance $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Schedule of basic and diluted net loss per share Year Ended December 31, 2022 2021 Net loss adjusted for Deemed Dividends and Deemed Dividends equivalents $ (82,074 ) $ (72,461 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 65,760,991 24,862,600 Net loss per share attributable to common stockholders, basic and diluted $ (1.25 ) $ (2.91 ) |
Schedule of dilutive outstanding shares | Schedule of dilutive outstanding shares Year Ended December 31, 2022 2021 2020 Equity Incentive Plan 7,344,627 7,359,504 Public Warrants 8,436,416 7,736,416 Convertible debts* 51,163,288 3,328,359 Convertible Notes Warrants 2,000,000 1,000,000 Liability Warrants 1,400,000 2,100,000 Class B Common Shares - Held in escrow for indemnification purpose — 1,600,000 2020 CEO Performance Award 600,000 600,000 2021 Omnibus Plan 312,500 450,000 Common Stocks to be issued outside equity incentive Plans 648,843 — Net loss per share attributable to common stockholders, basic and diluted 71,905,674 24,174,279 * The number of Common Shares presented is based on the principal plus accumulated interests outstanding as of 12.31.2022 divided by the Floor Price $0.25 for 2022 Convertible notes and $0.50 fixed Conversion rate for the SEPA Convertible Note. |
Segment and geographic inform_2
Segment and geographic information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment And Geographic Information | |
Schedule of segment revenue and cost of revenue | Schedule of segment revenue and cost of revenue Year Ended December 31, 2022 2021 Revenue Mobility $ 8,430 $ 9,907 Media 6,507 2,770 All Other 601 156 Total segment revenues $ 15,538 $ 12,834 Operating expenses: Cost of revenues Mobility (20,463 ) (22,762 ) Media (19,154 ) (9,442 All Other (2,008 ) (1,642 Total Cost of revenues $ (41,625 ) $ (33,846 ) Reconciling Items: Research and development (2,741 ) (2,826 ) Sales and marketing (8,712 ) (10,875 ) General and administrative (25,569 ) (24,411 ) Impairment of Assets (10,390 ) — Loss from operations $ (73,499 ) $ (59,124 ) |
Schedule of revenue by geography | Schedule of revenue by geography Year Ended December 31, 2022 2021 Revenue Italy $ 13,355 $ 10,045 United States 2,183 2,789 Total Revenues $ 15,538 $ 12,834 |
Schedule of intangible assets, goodwill and other assets | Schedule of intangible assets, goodwill and other assets December 31, December 31, 2022 2021 Italy $ 5,575 $ 17,905 United States 23,669 3,337 All other countries 665 184 Total long lived assets $ 29,909 $ 21,426 |
Significant Accounting Polici_4
Significant Accounting Policies and Use of Estimates (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Computer Software, Intangible Asset [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 7 years |
Rental E Bikes [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 2 years |
Rental E Scooters [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 1 – 1.5 years |
Rental E Mopeds [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 4 years |
Significant Accounting Polici_5
Significant Accounting Policies and Use of Estimates (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Accrued interest or penalties | $ 0 | $ 0 |
Uncertain tax positions | $ 0 | $ 0 |
Business Combination (Details)
Business Combination (Details) - Wheels Lab Inc [Member] $ in Thousands | Nov. 18, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Government relationships | $ 2,400 |
Rental vehicles | 1,126 |
Trade name and trademarks | 900 |
Other current assets | 535 |
Right of use assets under operating leases | 274 |
Cash and cash equivalents | 33 |
Total identifiable assets acquired | 5,268 |
Trade payables | (4,592) |
Financial liabilities | (4,736) |
Accrued expenses and other current liabilities | (1,660) |
Legal contingencies – Refer to Note 15 Commitment and contingencies | (2,060) |
Sales tax payables | (1,306) |
Deferred revenues | (322) |
Short-term operating lease liability | (274) |
Total Liabilities assumed | (14,950) |
Goodwill | 13,826 |
Total acquisition fair value consideration | $ 4,145 |
Business Combination (Details 1
Business Combination (Details 1) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Revenues | $ 21,196 | $ 22,773 | |
Net Loss | $ (111,484) | $ (106,120) | |
Wheels Lab Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Revenues | $ 286,000 | ||
Net Loss | $ (1,628,000) |
Business Combination (Details 3
Business Combination (Details 3) - Mi Moto Smart Mobility Srl [Member] $ in Thousands | Apr. 01, 2021 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Government relationships | $ 1,870 |
Customer relationships | 887 |
Other current Assets | 169 |
Cash and cash equivalents | 168 |
Security Deposits | 143 |
Property and Equipment | 111 |
Account Receivables | 62 |
Other non-current Assets | 11 |
Total identifiable assets acquired | 3,421 |
Deferred tax liabilities | (184) |
Financial liabilities | (920) |
Other liabilities | (928) |
Total Liabilities assumed | (2,032) |
Goodwill | 11,155 |
Total acquisition consideration | $ 12,544 |
Business Combination (Details 4
Business Combination (Details 4) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Revenues | $ 21,196 | $ 22,773 | |
Net Loss | $ (111,484) | $ (106,120) | |
Mi Moto Smart Mobility Srl [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Revenues | $ 804 | ||
Net Loss | $ (1,470) |
Business Combination (Details 5
Business Combination (Details 5) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination | ||
Revenues | $ 21,196 | $ 22,773 |
Net Loss | $ (111,484) | $ (106,120) |
Business Combination (Details 6
Business Combination (Details 6) - USD ($) | 12 Months Ended | ||||
Aug. 12, 2021 | Aug. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Warrant liability | $ 84,000 | $ 1,596,000 | $ 6,439,000 | ||
Green Vision Acquisition Corp [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Cash and cash equivalents | $ 20,281,000 | ||||
Subscription receivable – PIPE Investment in the form of cancelation of Helbiz Holdings promissory notes | 5,000,000 | ||||
Prepaid expenses and other current assets | 739,000 | ||||
Liability Warrants | (1,958,000) | ||||
Liabilities toward Helbiz | (570,000) | ||||
Accounts payable and accrued expenses | (54,000) | ||||
Net Asset Acquired, excluding Helbiz transaction costs | 23,438,000 | ||||
Helbiz transaction costs | (3,046) | ||||
Net Asset Acquired from the business combination | $ 20,392 | ||||
G R N V Sponsors [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Warrants issued | 2,100,000 | ||||
Exercise price | $ 11.50 | ||||
Warrant liability | $ 1,829 | ||||
G R N Vsunderwriter [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Warrants issued | 287,500 | ||||
Exercise price | $ 12 | ||||
Warrant liability | $ 129 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | 1 Months Ended | |||
Nov. 18, 2022 | Aug. 12, 2021 | Apr. 01, 2021 | Nov. 18, 2022 | |
Wheels Lab Inc [Member] | ||||
Equity interest | 100% | 100% | ||
Purchase price | $ 4,145,000 | |||
Fair value | $ 945,000 | $ 945,000 | ||
Assuming common stock shares | 6,751,823 | |||
Business combination, cash | $ 3,200,000 | 3,200,000 | ||
Business combination costs | 1,069,000 | |||
Estimated useful life | 3 years | |||
Contingencies | $ 2,060,000 | $ 2,060,000 | ||
Wheels Lab Inc [Member] | Minimum [Member] | ||||
Potential Loss | 0 | |||
Wheels Lab Inc [Member] | Maximum [Member] | ||||
Potential Loss | $ 3,264,000 | |||
Mi Moto Smart Mobility Srl [Member] | ||||
Purchase price | $ 12,544,000 | |||
Business combination, cash | $ 2,155 | |||
Estimated useful life | 3 years | |||
Discount rate | 7.40% | |||
Mi Moto Smart Mobility Srl [Member] | Common Class A [Member] | ||||
Number of shares issued | 1,057,740 | |||
Green Vision Acquisition Corp [Member] | ||||
Number of shares issued | 2,650,000 | |||
Share price | $ 10 | |||
Acquistion of shares, value | $ 26,500,000,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total Revenue | $ 15,538 | $ 12,834 |
Mobility Revenues [Member] | ||
Total Revenue | 8,430 | 9,907 |
Pay Per Ride [Member] | ||
Total Revenue | 6,742 | 7,793 |
Mobility Subscriptions [Member] | ||
Total Revenue | 1,331 | 1,450 |
Partnerships Fees [Member] | ||
Total Revenue | 357 | 664 |
Media Revenues [Member] | ||
Total Revenue | 6,507 | 2,770 |
Commercialization Of Media Rights [Member] | ||
Total Revenue | 4,177 | 1,961 |
Live Subscription [Member] | ||
Total Revenue | 1,740 | 307 |
Advertising Fees [Member] | ||
Total Revenue | 590 | 502 |
Other Revenues [Member] | ||
Total Revenue | $ 601 | $ 156 |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning Balance | $ 1,585 | $ 146 |
Deferred revenue additions | 10,320 | 4,431 |
Beginning Balance | (8,948) | (2,996) |
Deferred revenue fx rate adjustment | (231) | 4 |
Ending Balance | 3,047 | 1,585 |
Deferred revenue wheels business combination | 322 | |
Mobility [Member] | ||
Beginning Balance | 1,202 | 146 |
Deferred revenue additions | 2,757 | 4,048 |
Beginning Balance | (2,417) | (2,996) |
Deferred revenue fx rate adjustment | (89) | 4 |
Ending Balance | 1,775 | 1,202 |
Deferred revenue wheels business combination | 322 | |
Media [Member] | ||
Beginning Balance | 383 | |
Deferred revenue additions | 7,539 | 383 |
Beginning Balance | (6,507) | |
Deferred revenue fx rate adjustment | (142) | |
Ending Balance | 1,272 | 383 |
Deferred revenue wheels business combination | ||
Other [Member] | ||
Beginning Balance | ||
Deferred revenue additions | 24 | |
Beginning Balance | (24) | |
Deferred revenue fx rate adjustment | ||
Ending Balance | ||
Deferred revenue wheels business combination |
Prepaid Media rights (Details)
Prepaid Media rights (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Prepaid media rights, beginning | $ 2,758 | |
Prepaid Media rights additions | 13,550 | 10,806 |
Prepaid Media rights cogs | (13,767) | (8,053) |
Prepaid Media rights FX Rate Adjustment | (175) | 5 |
Prepaid media rights, ending | 2,366 | 2,758 |
Media [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Prepaid media rights, beginning | 2,758 | |
Prepaid Media rights additions | 13,550 | 10,806 |
Prepaid Media rights cogs | (13,767) | (8,053) |
Prepaid Media rights FX Rate Adjustment | (175) | 5 |
Prepaid media rights, ending | $ 2,366 | $ 2,758 |
VAT Receivables (Details Narrat
VAT Receivables (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Vat Receivables | ||
Value added tax receivable | $ 3,054 | $ 2,992 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill beginning balance | $ 10,696 | |
Goodwill business combination | 13,826 | 11,155 |
Goodwill impairment | (9,264) | |
Goodwill fx rate adjustment | (1,432) | (459) |
Goodwill ending balance | 13,826 | 10,696 |
Mimoto Goodwill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill beginning balance | 10,696 | |
Goodwill business combination | 11,155 | |
Goodwill impairment | (9,264) | |
Goodwill fx rate adjustment | (1,432) | (459) |
Goodwill ending balance | 10,696 | |
Wheels Goodwill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill beginning balance | ||
Goodwill business combination | 13,826 | |
Goodwill impairment | ||
Goodwill fx rate adjustment | ||
Goodwill ending balance | $ 13,826 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment | $ 9,264 | |
Mimoto Goodwill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill impairment | 9,264 | |
Goodwill intangible assets | $ 1,126 |
Property, equipment and depos_3
Property, equipment and deposits, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property equipment | $ 18,298 | $ 12,198 |
Less: accumulated depreciation | (12,136) | (7,510) |
Total property and equipment, net | 6,162 | 4,688 |
Vehicle deposits | 3,075 | 2,928 |
Total property, equipment and deposits, net | 9,237 | 7,616 |
Sharing Electric Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 15,128 | 9,348 |
Sharing Electric Vehicles Under Finance Lease Agreements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 3,260 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 1,411 | 1,100 |
Furniture And Fixtures Under Finance Lease Agreements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 177 | |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | 1,045 | 1,020 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment | $ 714 | $ 730 |
Property, equipment and depos_4
Property, equipment and deposits, net (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Total depreciation and loss on disposal expenses | $ 5,416 | $ 5,918 |
Cost of Sales [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Total depreciation and loss on disposal expenses | 4,932 | 5,627 |
Research and Development Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Total depreciation and loss on disposal expenses | 44 | |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Total depreciation and loss on disposal expenses | $ 439 | $ 291 |
Property, equipment and depos_5
Property, equipment and deposits, net (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 4,932 | $ 1,699 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets, Gross | $ 3,513 | $ 3,361 |
Other Intangible assets | 87 | 63 |
Less: accumulated amortization | (246) | (1,286) |
Total Intangible assets, net | 3,267 | 2,075 |
Government Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets, Gross | 2,400 | 1,804 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets, Gross | 900 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets, Gross | 855 | |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible assets, Gross | $ 126 | $ 639 |
Intangible assets, net (Detai_2
Intangible assets, net (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Total Amortization and Impairment expenses | $ 2,063 | $ 1,101 |
Cost of Sales [Member] | ||
Goodwill [Line Items] | ||
Total Amortization and Impairment expenses | 743 | 880 |
Impairment of goodwill and intangible assets | 1,126 | |
Selling and Marketing Expense [Member] | ||
Goodwill [Line Items] | ||
Total Amortization and Impairment expenses | 192 | 215 |
General and Administrative Expense [Member] | ||
Goodwill [Line Items] | ||
Total Amortization and Impairment expenses | $ 2 | $ 6 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Legal contingencies – refer to Note 15 Commitments and Contingencies | $ 2,710 | |
Payroll liabilities | 2,693 | 2,496 |
Accrued expenses | 2,369 | 1,310 |
Sales tax payables | 1,113 | |
Total accrued expenses and other current liabilities | $ 8,885 | $ 3,806 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities | $ 84 | $ 1,596 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 84 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities | $ 1,596 | |
Warrants Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants | $ 0.06 | $ 0.76 |
Warrants outstanding | 1,400,000 | 2,100,000 |
Fair value liabilities | $ 84 | $ 1,596 |
Warrants Liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities | 84 | |
Warrants Liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities | ||
Warrants Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities | $ 1,596 |
Fair value measurements (Deta_2
Fair value measurements (Details 1) | 1 Months Ended | 12 Months Ended |
Apr. 15, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Remaining term | 5 years | |
Expected volatility | 60% | 48% |
Risk-free interest rate | 2.79% | 1.08% |
Warrants Liabilities [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Remaining term | 4 years 7 months 13 days | |
Expected volatility | 40% | |
Risk-free interest rate | 1.20% |
Fair value measurements (Deta_3
Fair value measurements (Details 2) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | $ 50 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | 50 |
Optional Redemption For S E P A [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | 50 |
Optional Redemption For S E P A [Member] | Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | |
Optional Redemption For S E P A [Member] | Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | |
Optional Redemption For S E P A [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of derivative | $ 50 |
Fair value measurements (Deta_4
Fair value measurements (Details 3) | 1 Months Ended | 12 Months Ended |
Apr. 15, 2022 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Expected volatility | 60% | 48% |
Risk-free interest rate | 2.79% | 1.08% |
Optional Redemption For S E P A [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Credit risk adjusted rate | 12% | |
Expected volatility | 158% | |
Risk-free interest rate | 4% |
Fair value measurements (Deta_5
Fair value measurements (Details Narrative) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Embedded derivative | $ 50 |
Current and Non-current Finan_3
Current and Non-current Financial liabilities, net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2021 Convertible Debts, net | $ 40,418 | $ 45,126 |
Current financial liabilities net | 33,244 | 27,069 |
Non current financial liabilities net | $ 7,174 | 18,057 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 6% | |
2021 Convertible Debts, net | $ 14,372 | 23,568 |
Secured Loan Net [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 13% | |
2021 Convertible Debts, net | $ 14,224 | 13,290 |
Unsecured Loans Net [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 7% | |
2021 Convertible Debts, net | $ 10,935 | 5,627 |
Warrants Liabilities [Member] | ||
Debt Instrument [Line Items] | ||
2021 Convertible Debts, net | 84 | 1,596 |
Other Financial Liabilities [Member] | ||
Debt Instrument [Line Items] | ||
2021 Convertible Debts, net | $ 802 | $ 1,045 |
Current and Non-current Finan_4
Current and Non-current Financial liabilities, net (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current And Non-current Financial Liabilities Net | ||
Convertible debts | $ (4,423) | $ (2,063) |
Secured loan | (2,055) | (1,342) |
Unsecured loans | (548) | (854) |
Other interest (income) expenses | (115) | (32) |
Total Interest expenses, net | $ (7,141) | $ (4,291) |
Current and Non-current Finan_5
Current and Non-current Financial liabilities, net (Details 2) $ in Thousands | Dec. 31, 2022 USD ($) |
Current And Non-current Financial Liabilities Net | |
SEPA Note principal amount | $ 5,059 |
Debt issuance discount | (500) |
Embedded derivative – Optional redemption | $ (59) |
Current and Non-current Finan_6
Current and Non-current Financial liabilities, net (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant liabilities , beginning | $ 1,596 | $ 6,439 |
Issuance fair value | 1,958 | |
Change in fair value | (1,456) | 8,432 |
Exercise settlement fair value | (15,233) | |
Warrant liabilities , ending | 84 | 1,596 |
Reclassification of equity | (56) | |
Warrant Purchase Agreement 2020 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant liabilities , beginning | 6,439 | |
Issuance fair value | ||
Change in fair value | 4,128 | |
Exercise settlement fair value | (10,567) | |
Warrant liabilities , ending | ||
G R N V Underwriters Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant liabilities , beginning | ||
Issuance fair value | 129 | |
Change in fair value | 4,537 | |
Exercise settlement fair value | (4,666) | |
Warrant liabilities , ending | ||
G R N V Sponsor Private Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant liabilities , beginning | 1,596 | |
Issuance fair value | 1,829 | |
Change in fair value | (1,456) | (233) |
Exercise settlement fair value | ||
Warrant liabilities , ending | 84 | $ 1,596 |
Reclassification of equity | $ (56) |
Current and Non-current finan_7
Current and Non-current financial liabilities, net (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 02, 2022 | Jul. 15, 2022 | Jul. 12, 2022 | Oct. 12, 2021 | Aug. 12, 2021 | Nov. 18, 2022 | Oct. 31, 2022 | Aug. 23, 2022 | Apr. 15, 2022 | Mar. 23, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2022 | Nov. 30, 2022 | Dec. 12, 2021 | |
Securities purchase agreement, description | 150,000 shares of Class A common stock as a commitment fee, at closing date (ii) a first 2021 convertible note in the principal amount of $15,000, at closing date (iii) 1,000,000 Warrants to buy 1,000,000 Class A common shares with an exercise price of $20.00 per share, subsequently amended to $3.00, and five years as expiration date, (iv) a second 2021 convertible note in the principal amount of $10,000, issued on October 27, 2021, and (v) a third 2021 convertible note in the principal amount of $5,000, issued on November 12, 2021. In exchange for the issuances of the commitment Shares, the three 2021 convertible notes and the warrants, the Company received from the Note holder proceeds of $30,000. | 150,000 shares of Class A common stock as a commitment fee, (ii) 1,000,000 Warrants to buy 1,000,000 Class A common shares with five-year expiration date, and with an exercise price of $3.00 per share for 500,000 Warrants and $2.00 per share for the remaining 500,000 Warrants, and (iii) six convertible notes (the “2022 Convertible notes”) with one-year maturity date from issuance, 5% as annual interest rate and 15% as default interest rate. | |||||||||||||||
Warrants issued | $ 1,000,000,000 | ||||||||||||||||
Fair value of warrant | $ 1.34 | $ 2.64 | $ 2.64 | ||||||||||||||
Risk free rate | 2.79% | 1.08% | |||||||||||||||
Volatility | 60% | 48% | |||||||||||||||
Expected term | 5 years | ||||||||||||||||
Shares issued | 1,626,471 | 1,626,471 | 30,720 | ||||||||||||||
Short-Term Debt, Fair Value | $ 30,000,000 | $ 30,000,000 | $ 23,000,000 | ||||||||||||||
Convertible notes | 4,186,000 | 4,186,000 | |||||||||||||||
Legal fees | $ 345,000 | ||||||||||||||||
Warrants issued | 500,000 | 1,000,000 | |||||||||||||||
Conversion price | $ 0.25 | ||||||||||||||||
Debt discount | $ 2,065,000 | 816,000 | 816,000 | ||||||||||||||
Conversion of amount | 3,371,000 | ||||||||||||||||
Originally issuance | 4,187,000 | 4,187,000 | |||||||||||||||
Conversion of Stock, Amount Issued | 30,000,000 | ||||||||||||||||
Accumulated interests | 1,007,000 | ||||||||||||||||
Issuance of common shares, shares | 150,000 | ||||||||||||||||
Debt discount | 193 | 193 | |||||||||||||||
Issuance of common shares, value | $ 399,000 | ||||||||||||||||
Maturity date | Dec. 01, 2023 | ||||||||||||||||
Repayment of convertible debt | 790,000 | ||||||||||||||||
Oustanding principal | 4,260 | ||||||||||||||||
Embedded derivative | 50 | ||||||||||||||||
Secured loan | $ 15,000,000 | ||||||||||||||||
Prepaid interest | 2,783,000 | 2,783,000 | |||||||||||||||
Interest payable | 1,121,000 | 1,121,000 | |||||||||||||||
Default interest | $ 50,000 | ||||||||||||||||
Convertible debt | 40,418,000 | $ 40,418,000 | $ 45,126,000 | ||||||||||||||
Number of warrant sold | 700,000 | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Interest rate | 6.75% | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,000 | ||||||||||||||||
Secured Debt [Member] | |||||||||||||||||
Debt discount | 776 | $ 776 | |||||||||||||||
Oustanding principal | 15,000 | ||||||||||||||||
Class A Common Shares [Member] | |||||||||||||||||
Conversion price | $ 0.50 | ||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||
Conversion of amount | 12,778,000 | 31,007,000 | |||||||||||||||
Conversion of Stock, Amount Issued | 12,485,000 | ||||||||||||||||
Accumulated interests | 293,000 | ||||||||||||||||
Debt discount | 331,000 | 331,000 | |||||||||||||||
Principal amount | 10,686,000 | 10,686,000 | |||||||||||||||
Minimum [Member] | |||||||||||||||||
Conversion price | $ 20 | ||||||||||||||||
Strike price | 20 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Conversion price | 3 | ||||||||||||||||
Strike price | $ 3 | ||||||||||||||||
Convertible Notes 2021 [Member] | |||||||||||||||||
Warrants issued | 1,000,000 | ||||||||||||||||
S E P A Convertible Note [Member] | |||||||||||||||||
Conversion price | $ 0.50 | ||||||||||||||||
Principal amount | $ 5,000,000 | ||||||||||||||||
Maturity date | Jan. 31, 2023 | ||||||||||||||||
Interest rate | 15% | ||||||||||||||||
Unsecured Loans [Member] | |||||||||||||||||
Unsecured Long-Term Debt, Noncurrent | 920,000 | 920,000 | |||||||||||||||
Repayments of Debt | 4,818,000 | ||||||||||||||||
Unsecured Loans 2022 [Member] | |||||||||||||||||
Repayments of Debt | 2,069,000 | ||||||||||||||||
Unsecured Loans 2022 [Member] | Investor [Member] | |||||||||||||||||
Repayments of Debt | 2,200,000 | ||||||||||||||||
Short Term Promissory Note [Member] | |||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||
Maturity date | Oct. 15, 2022 | ||||||||||||||||
Debt Conversion, Converted Instrument, Rate | 1.50% | ||||||||||||||||
Wheels Unsecured Debts [Member] | |||||||||||||||||
Principal amount | 2,030,000 | 2,030,000 | |||||||||||||||
Maturity date | May 01, 2025 | ||||||||||||||||
Interest rate | 12% | ||||||||||||||||
Unsecured loan | $ 3,439,000 | ||||||||||||||||
Convertible debt | 2,000,000 | ||||||||||||||||
Accumulated interests | 2,030,000 | 2,030,000 | |||||||||||||||
Wheels Unsecured Debts [Member] | Class A Common Shares [Member] | |||||||||||||||||
Conversion of amount | $ 1,439,000 | ||||||||||||||||
Conversion of shares | 6,256,652 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||
Legal fees | 466,000 | ||||||||||||||||
Cash | $ 210,000 | 210,000 | |||||||||||||||
Issuance of shares amount | $ 256,000 | ||||||||||||||||
Convertible Notes 1 [Member] | |||||||||||||||||
Legal fees | $ 451,000 | ||||||||||||||||
Cash | 155,000 | ||||||||||||||||
Issuance of shares amount | 296,000 | ||||||||||||||||
Convertible Notes 4 [Member] | |||||||||||||||||
Cash | 160,000 | ||||||||||||||||
Issuance of shares amount | $ 155,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Shares issued | 464,420 | 464,420 | 405,506 | ||||||||||||||
Fair value of stock | $ 2.66 | $ 10.65 | $ 10.65 | ||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 38,230,442 | 150,000 | |||||||||||||||
Issuance of common shares, shares | 150,000 | ||||||||||||||||
Class A Common Stocks [Member] | |||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 68,145,671 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Shares issued | 150,000 | 150,000 | |||||||||||||||
Issuance of common shares, shares | 150,000 | ||||||||||||||||
Convertible Note [Member] | |||||||||||||||||
Weighted average interest rate | 92.50% | 92.50% | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Fair value of warrant | $ 0.39 | ||||||||||||||||
Risk free rate | 3.18% | ||||||||||||||||
Volatility | 71% | ||||||||||||||||
Warrants issued | 500,000 | ||||||||||||||||
Remaining term | 5 years | 5 years | |||||||||||||||
Convertible Notes 1 [Member] | |||||||||||||||||
Debt discount | $ 850,000 | ||||||||||||||||
Convertible Notes 4 [Member] | |||||||||||||||||
Debt discount | $ 315,000 | ||||||||||||||||
G R N V Sponsor Private Warrants [Member] | |||||||||||||||||
Number of shares issued | 2,100,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Right-of-use Assets under operating leases | $ 2,872 | |
Non-current Operating leases liabilities | 1,719 | |
Operating Leases [Member] | ||
Right-of-use Assets under operating leases | 2,873 | |
Right-of-use Assets under operating leases total | 1,464 | |
Non-current Operating leases liabilities | 1,719 | |
Total Operating lease liabilities | $ 3,183 |
Leases (Details 1)
Leases (Details 1) - Operating Leases [Member] | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term (years) | 2 years 9 months 10 days | |
Weighted-average discount rate | 8.93% | 0% |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost of revenues | $ 41,625 | $ 33,846 |
General and administrative | 25,569 | 24,411 |
Total Operating lease expenses | 89,037 | 71,958 |
Operating Leases [Member] | ||
Cost of revenues | 1,604 | 1,360 |
General and administrative | 1,190 | 1,093 |
Total Operating lease expenses | $ 2,794 | $ 2,453 |
Leases (Details 3)
Leases (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Total property and equipment related to finance leases, net | $ 18,298 | $ 12,198 |
Current finance leases liabilities | 2,002 | |
Non-current finance leases liabilities | 71 | |
Finance Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Total property and equipment related to finance leases, net | 1,694 | |
Accumulated Depreciation | (1,743) | |
Total property and equipment related to finance leases, net | 0 | |
Current finance leases liabilities | 2,002 | 0 |
Non-current finance leases liabilities | 71 | 0 |
Total finance lease liabilities | 2,073 | 0 |
Sharing Vehicles Leased Gross [Member] | Finance Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Total property and equipment related to finance leases, net | 3,260 | $ 0 |
R And D Equipment Leased Gross [Member] | Finance Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Total property and equipment related to finance leases, net | $ 177 |
Leases (Details 4)
Leases (Details 4) - Financeleases [Member] | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term (years) | 4 months 17 days | |
Weighted-average discount rate | 8.30% | 0% |
Leases (Details 5)
Leases (Details 5) - Finance Lease [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cost of revenues – Depreciation | $ 1,699 | $ 0 |
Cost of revenues – Write-off | 27 | 0 |
Research & Development – Depreciation | 44 | 0 |
Total Operating expenses related to finance leases | 1,770 | 0 |
Interests expenses | 117 | 0 |
Total Non - Operating expenses related to finance leases | $ 117 | $ 0 |
Leases (Details 6)
Leases (Details 6) $ in Thousands | Dec. 31, 2022 USD ($) |
Amounts representing interest not yet incurred | $ (16) |
Present value of finance lease obligations | 2,073 |
Less: Current portion | 2,002 |
Long-term portion of finance lease obligations | 71 |
Operating Lease [Member] | |
2023 | 1,314 |
2024 | 351 |
2025 | 179 |
Thereafter | 0 |
Total minimum lease payments | 1,844 |
Finance Lease [Member] | |
2023 | 2,015 |
2024 | 60 |
2025 | 15 |
Thereafter | 0 |
Total minimum lease payments | $ 2,090 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 25,249 |
2024 | 9,073 |
Total | $ 34,322 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Account Payable related party | $ 7,732 | |
Legal Fees | $ 345,000 | |
Settlement agreements | The amount is composed by $2,060 assumed from Wheels Business Combination occurred on November 18, 2022 of which $824 related to settlement agreements already entered by Wheels, and $650 related to a settlement agreement entered by Helbiz. | |
Settlement Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Expenses | $ 650 | |
Monthly payments | 65 | |
Other Current Liabilities [Member] | ||
Loss Contingencies [Line Items] | ||
Legal Fees | $ 2,710 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, description | Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 285,774,102 | 285,774,102 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 14,225,898 | 14,225,898 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Standby Equity Purchase Agree_2
Standby Equity Purchase Agreement (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Obligation amount | $ 13,900 | |
Debt amounted | $ 278 | |
Legal fees amounted | $ 345 | |
Sale of stock shares | 23,100,000 | |
Gross proceeds | $ 3,792 | |
Repaid amount | $ 790 | |
Option One Market Price [Member] | ||
Offsetting Assets [Line Items] | ||
Weighted average price percentage | 95% | |
Option Two Market Price [Member] | ||
Offsetting Assets [Line Items] | ||
Weighted average price percentage | 92% |
Equity warrants (Details)
Equity warrants (Details) - Equity Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding at beginning | 8,736,416 | |
Weighted average exercise price per share, beginning | $ 12.47 | |
Issued | 1,000,000 | 1,000,000 |
Weighted average exercise price per share issued | $ 2.50 | $ 20 |
Weighted average remaining contractual life issued | 5 years | 5 years |
Assumed from grnv | 8,400,000 | |
Weighted average exercise price per share assumed from grnv | $ 11.50 | |
Weighted average remaining contractual life assumed from grv | 5 years | |
Exercised | (663,584) | |
Weighted average exercise price per share exercised | $ 11.50 | |
Weighted average remaining contractual life | 4 years 6 months 10 days | |
Reclassified from liability warrants | 700,000 | |
Reclassified from Liability warrants | $ 11.50 | |
Weighted average remaining contractual life reclassified from liability warrants | 3 years 7 months 13 days | |
Exercised | 663,584 | |
Options outstanding at ending | 10,436,416 | 8,736,416 |
Weighted average exercise price per share, ending | $ 9.82 | $ 12.47 |
Weighted average remaining contractual life | 3 years 8 months 15 days |
Share based compensation (Detai
Share based compensation (Details) | 12 Months Ended |
Dec. 31, 2022 shares | |
2021 Omnibus Incentive Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Remaining shares available for future issuance | 389,129 |
Share based compensation (Det_2
Share based compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares outstanding, beginning | 0 | |
Weighted average fair value beginning | $ 0 | |
Granted | 2,090,891 | 436,226 |
Weighted average fair value granted | $ 0.48 | $ 10.02 |
Vested and issued | (2,090,891) | (436,226) |
Canceled and forfeited | 0 | 0 |
Weighted average fair value canceled and forfeited | $ 0 | $ 0 |
Number of shares outstanding, ending | 0 | 0 |
Weighted average fair value ending | $ 0 | $ 0 |
Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Granted | 825,000 | |
Weighted average fair value vested and issued | $ 0.48 | $ 10.02 |
Canceled and forfeited | 33,627 | 50,197 |
Share based compensation (Det_3
Share based compensation (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted | 2,090,891 | 436,226 | |
Canceled and forfeited | 0 | 0 | |
Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding, beginning | 8,184,504 | 7,409,701 | |
Weighted average exercise outstanding begining | $ 2.76 | $ 2.16 | |
Weighted average remaining life | 7 years 1 month 20 days | 9 years 3 months | |
Aggregate intrinsic value outstanding, beginning | $ 24,507 | $ 25,868 | |
Granted | 825,000 | ||
Weighted average exercise granted | $ 8.14 | ||
Exercised | |||
Weighted average exercise exercised | |||
Canceled and forfeited | (33,627) | (50,197) | |
Weighted average exercise canceled and forfeited | $ 6.53 | $ 2.16 | |
Weighted average remaining life | 8 years 3 months 14 days | ||
Options outstanding, ending | 8,150,877 | 8,184,504 | 7,409,701 |
Weighted average exercise outstanding ending | $ 2.80 | $ 2.76 | $ 2.16 |
Aggregate intrinsic value outstanding, ending | $ 24,507 | $ 25,868 | |
Options vested | 6,132,084 |
Share based compensation (Det_4
Share based compensation (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Granted | 2,090,891 | 436,226 |
Vested | 2,090,891 | 436,226 |
Canceled and forfeited | 0 | 0 |
Weighted average grant date fair value, Canceled and forfeited | $ 0 | $ 0 |
Vested | (2,090,891) | (436,226) |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares outstanding, beginning balance | 225,000 | 0 |
Weighted average grant date fair value beginning balance | $ 7.78 | $ 0 |
Granted | 0 | 225,000 |
Weighted average grant date fair value, granted | $ 0 | $ 7.78 |
Vested | 118,750 | 0 |
Weighted average grant date fair value, vested | $ 0 | $ 0 |
Canceled and forfeited | 0 | 0 |
Weighted average grant date fair value, Canceled and forfeited | $ 0 | $ 0 |
Vested | (118,750) | 0 |
Number of shares outstanding, ending balance | 106,250 | 225,000 |
Weighted average grant date fair value ending balance | $ 7.78 | $ 7.78 |
Share based compensation (Det_5
Share based compensation (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost of revenue | $ 41,625 | $ 33,846 |
Research and development | 2,741 | 2,826 |
Sales and marketing | 8,712 | 10,875 |
General and administrative | 25,569 | 24,411 |
Total stock-based compensation expense | 3,310 | 7,379 |
Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost of revenue | 15 | 27 |
Research and development | 161 | 415 |
Sales and marketing | 278 | 1,468 |
General and administrative | 2,856 | 5,469 |
Total stock-based compensation expense | $ 3,310 | $ 7,379 |
Share based compensation (Det_6
Share based compensation (Details 5) | 1 Months Ended | 12 Months Ended | |
Apr. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Time to maturity in years | 5 years | ||
Expected volatility | 60% | 48% | |
Expected return (risk-free rate) | 2.79% | 1.08% | |
Black Scholes [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Time to maturity in years | 2 years 6 months | ||
Expected volatility | 0% | 53% | |
Expected return (risk-free rate) | 0% | 10% | |
Expected dividend rate | 0% | 0% |
Share based compensation (Det_7
Share based compensation (Details 6) | 1 Months Ended | 12 Months Ended | |
Apr. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Time to maturity in years | 5 years | ||
Expected return (risk-free rate) | 2.79% | 1.08% | |
Expected volatility | 60% | 48% | |
Monte Carlo [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Time to maturity in years | 8 years 3 months | ||
Expected return (risk-free rate) | 0% | 0.82% | |
Expected volatility | 0% | 66.80% | |
Trading days per year | 251 days | ||
Expected dividend rate | 0% | 0% |
Share based compensation (Det_8
Share based compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 02, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares issued | 1,626,471 | 30,720 | ||
Payment for fees | $ 671 | $ 329 | ||
Share-Based Payment Arrangement, Expense | $ 3,310 | $ 7,379 | ||
Weighted average grant fair value | $ 0.48 | $ 10.02 | ||
Equity Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise price of stock options | $ 0.13 | 5.49 | ||
Weighted average grant fair value | 2.11 | |||
Performance Award [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average grant fair value | $ 2.07 | |||
Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares issued | 464,420 | 405,506 | ||
Helbiz [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares purchase | 1,600,000 | |||
Third Party Consultants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-Based Payment Arrangement, Expense | $ 3,415 | |||
Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share reserves | 1,600,000 | |||
Share-Based Payment Arrangement, Expense | $ 3,310 | $ 7,379 | ||
Equity Incentive Plan [Member] | Equity Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Converted into shares | 7,409,701 | |||
C E O Performance Award [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share reserves | 600,000 | |||
Number of shares grant | 600,000 | |||
Market capitalization, description | The CEO Performance Awards vests upon the satisfaction of all three of the following conditions: (i) a service condition, (ii) a market condition, and (iii) a performance condition. The service condition is satisfied over a period of ten years. The performance condition is considered satisfied on August 12, 2021, with the business combination with GRNV. The market condition will be satisfied in 20 different tranches, with each related to a certain Market capitalization Milestone. | |||
Omni Bus Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share reserves | 839,129 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income before income taxes | $ (82,050) | $ (72,121) |
United Staes [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income before income taxes | (41,342) | (45,256) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income before income taxes | $ (40,708) | $ (26,865) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 24 | 28 |
Total | 24 | 28 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | (178) |
Total | (178) | |
Provision (benefit) for income taxes | $ 24 | $ (150) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision at statutory rate | 21% | 21% |
State income taxes, net of federal benefit | 3% | 3% |
Foreign tax differential | 2% | 1% |
Change in fair value of warrants | 0% | (2.00%) |
Goodwill Impairment | (3.00%) | |
Other adjustments | 0% | 0% |
Change in valuation allowance | (23.00%) | (22.00%) |
Effective tax rate | 0.03% | 0.21% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 76,640 | $ 23,514 |
Accruals and reserves | 674 | 12 |
Research & development | 1,026 | 0 |
Lease liability | 230 | 0 |
Stock Compensation | 1,633 | 1,353 |
Total deferred tax assets | 80,203 | 24,879 |
Deferred tax liabilities: | ||
Intangibles | (564) | (161) |
Fixed assets | (447) | (581) |
Right of use assets | (198) | 0 |
Total deferred tax liabilities | (1,209) | (742) |
Net deferred tax assets | 78,994 | 24,137 |
Valuation Allowance | (78,994) | (24,137) |
Ending Balance | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation Allowance | $ 54,855 | $ 16,121 |
Unrecognized tax benefits | 0 | 0 |
Interest and penalties | 0 | 0 |
Capitalized amount | 4,002 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 234,183 | 58,495 |
State Income Tax [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 205,882 | $ 56,915 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss adjusted for Deemed Dividends and Deemed Dividends equivalents | $ (82,074) | $ (72,461) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 65,760,991 | 24,862,600 |
Net loss per share attributable to common stockholders, basic and diluted | $ (1.25) | $ (2.91) |
Net Loss Per Share (Details 1)
Net Loss Per Share (Details 1) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 71,905,674 | 24,174,279 | |
Stock Option Plan 2020 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 7,344,627 | 7,359,504 | |
Public Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 8,436,416 | 7,736,416 | |
Convertible Debt [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | [1] | 51,163,288 | 3,328,359 |
Convertible Notes Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 2,000,000 | 1,000,000 | |
Liability Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 1,400,000 | 2,100,000 | |
Class B Common Shares Held Escrow [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 0 | 1,600,000 | |
C E O Performance Award [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 600,000 | 600,000 | |
Omnibus Plan 2021 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 312,500 | 450,000 | |
Common Stocks To Be Issued Outside Equity Incentive Plans [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Anti-dilutive shares | 648,843 | 0 | |
[1] The number of Common Shares presented is based on the principal plus accumulated interests outstanding as of 12.31.2022 divided by the Floor Price $0.25 for 2022 Convertible notes and $0.50 fixed Conversion rate for the SEPA Convertible Note. |
Segment and geographic inform_3
Segment and geographic information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total segment revenue | $ 15,538 | $ 12,834 |
Total Cost of revenues | (41,625) | (33,846) |
Research and development | (2,741) | (2,826) |
Sales and marketing | (8,712) | (10,875) |
General and administrative | (25,569) | (24,411) |
Impairment of Assets | (10,390) | 0 |
Impairment of Assets | 10,390 | 0 |
Loss from operations | (73,499) | (59,124) |
Mobility [Member] | ||
Total segment revenue | 8,430 | 2,770 |
Total Cost of revenues | (20,463) | (9,442) |
Media [Member] | ||
Total segment revenue | 6,507 | 9,907 |
Total Cost of revenues | (19,154) | (22,762) |
All Other [Member] | ||
Total segment revenue | 601 | 156 |
Total Cost of revenues | $ (2,008) | $ (1,642) |
Segment and geographic inform_4
Segment and geographic information (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 15,538 | $ 12,834 |
ITALY | ||
Revenue | 13,355 | 10,045 |
UNITED STATES | ||
Revenue | $ 2,183 | $ 2,789 |
Segment and geographic inform_5
Segment and geographic information (Details 2) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue | $ 29,909 | $ 21,426 |
ITALY | ||
Revenue | 5,575 | 17,905 |
UNITED STATES | ||
Revenue | 23,669 | 3,337 |
All Other Countries [Member] | ||
Revenue | $ 665 | $ 184 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 22, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Combination of cash | $ 237 | ||
Issuances of shares | 527,425 | ||
Repaid in cash | $ 254 | ||
Principal amount | 750 | ||
C E O [Member] | |||
Related Party Transaction [Line Items] | |||
Conversion of shares | 4,019,293 | ||
Lent Helbiz [Member] | |||
Related Party Transaction [Line Items] | |||
Gross proceed from promisory note | $ 2,010 | $ 492 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 15, 2023 | Jan. 24, 2023 | Jan. 23, 2023 | Jan. 20, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 13, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | |
Subsequent Event [Line Items] | |||||||||
Gross proceeds | $ 3,792,000 | ||||||||
Convertible Debt | 40,418,000 | $ 45,126,000 | |||||||
Payments for Other Fees | $ 671,000 | $ 329,000 | |||||||
Related transaction shares | 48,119,674 | ||||||||
Aggregate exceed amount | $ 20,000 | ||||||||
Convertible amount | $ 3,701,000 | ||||||||
Interests rate | 10% | ||||||||
Option One Market Price [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Weighted average price percentage | 95% | ||||||||
Option Two Market Price [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Weighted average price percentage | 92% | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 45,200,000 | 59,825,000 | |||||||
Gross proceeds | $ 7,402,000 | $ 10,107,000 | |||||||
Convertible Debt | 4,210,000 | ||||||||
Long-Term Purchase Commitment, Amount | $ 13,900,000 | ||||||||
Payments for Other Fees | $ 400,000 | ||||||||
Common stock shares | 5,000,000 | ||||||||
Converted amount | $ 1,296,000 | ||||||||
Preferred stock shares authorized | 3,000 | ||||||||
Preferred stock shares outstanding | 6,751,823 | ||||||||
Cumulative lease commitment term | 5 years | ||||||||
Short-Term Lease Commitment, Amount | $ 916,000 | ||||||||
Subsequent Event [Member] | Common Class A Shares [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible shares | 5,184,396 | ||||||||
Subsequent Event [Member] | Class A Common [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock shares outstanding | 5,343,184 |