UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended June 30, ~~2022~~2023

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

For the transition period from to

Commission file number: 001-39136

~~Helbiz, Inc~~micromobility.com, Inc..

(Exact Name of Registrant as Specified in Its Charter)

Delaware

84-3015108

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

32 Old Slip, New York, NY 10005

(Address of principal executive offices)

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

(Issuer’s telephone number)

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

As of August ~~15, 2022,~~14, 2023, ~~51,024,917~~130,726,127 shares of Class A common stock, par value $0.00001 per share, were issued and outstanding and 0 shares of Class B common stock, par value $0.00001 per share, were issued and outstanding.

~~HELBIZ,~~

MICROMOBILITY.COM, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, ~~2022~~ 2023

TABLE OF CONTENTS

	Page
Part I. Financial Information	2
Item 1. Unaudited Financial Statements	32
Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022	32
Condensed Consolidated Statements of Operations and Comprehensive Loss for the ~~three and~~ six months ended June 30, 2023 and 2022 ~~and 2021~~ (unaudited)	43
Condensed Consolidated Statements Changes in Convertible Preferred Stock and Stockholders’ Deficit for the ~~three and~~ six months ended June 30, 2023 and 2022 ~~and 2021~~ (unaudited)	54
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 ~~and 2021~~ (unaudited)	78
Notes to Unaudited Condensed Consolidated Financial Statements	89
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	3134
Item 4. Controls and Procedures	3134
Part II. Other Information	3235
Item 1. Legal Proceedings	3235
Item 1A. Risk Factors	3235
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3237
Item 3. Defaults Upon Senior Securities	3237
Item 4. Mine Safety Disclosures	3237
Item 5. Other Information	3237
Item 6. Exhibits	3238
Part III. Signatures	3339

PART 1 – FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

~~Helbiz,~~Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	June 30,			December 31,			June 30,			December 31,
	2022			2021			2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	2,480		$	21,143		$	512		$	429
Accounts receivables		1,788			451			597			1,345
Contract assets – Media rights		1,806			2,758
VAT receivables		2,843			2,992			1,781			3,054
Prepaid and other current assets		4,458			4,681			2,423			6,417
Total current assets		13,375			32,025			5,313			11,245
Goodwill								—			13,826
Property, equipment and deposits, net		11,234			7,616			3,555			9,237
Goodwill		9,791			10,696
Intangible assets, net		1,493			2,075			322			3,267
Right of use assets								2,134			2,872
Other assets		1,539			1,212			633			707
TOTAL ASSETS	$	37,433		$	53,623		$	11,957		$	41,154

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Account payables	$	14,182		$	10,536
Accounts payable							$	13,265		$	14,359
Accounts payable related to media rights								11,269			7,732
Accrued expenses and other current liabilities		4,000			3,806			8,377			8,885
Deferred revenues		3,651			1,585			1,692			3,047
Warrant liabilities		210			1,596
Short term financial liabilities and capital leases, net		30,597			25,473
Operating lease liabilities								1,037			1,463
Finance lease liabilities								436			2,002
Short term financial liabilities, net								25,156			33,244
Total current Liabilities		52,640			42,996			61,232			70,732
Other non-current liabilities		502			419			358			362
Operating lease liabilities								1,432			1,719
Finance lease liabilities								44			71
Non-current financial liabilities, net		17,557			18,057			6,721			7,174
TOTAL LIABILITIES		70,699			61,472			69,787			80,058
Commitments and contingencies								Note 11

CONVERTIBLE PREFERRED STOCK
Series A Convertible Preferred Stock, $0.0001 par value; 8,000,000 shares authorized at June 30, 2023; none issued and outstanding at June 30, 2023 and 6,751,823 issued and outstanding at December 31, 2022.							$	—		$	945

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; NaN issued and outstanding		—			—
Class A Common stock, $0.00001 par value; 285,774,102 shares authorized and; 26,393,183 and 16,289,209 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.		114,888			101,454
Class B Common stock, $0.00001 par value; 14,225,898 shares authorized and; 14,225,898 shares issued and outstanding at June 30, 2022 and December 31, 2021.		—			—
Accumulated other comprehensive (loss) income		(1,150	)		(621	)
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding								—			—
Class A Common stock, $0.00001 par value; 285,774,102 shares authorized and; 49,041,609 and 3,264,576 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.								188,038			152,996
Class B Common stock, $0.00001 par value; 14,225,898 shares authorized and; 284,518 shares issued and outstanding at June 30, 2023 and December 31, 2022.								—			—
Accumulated other comprehensive loss								(2,153	)		(2,904	)
Accumulated deficit		(147,004	)		(108,682	)		(243,715	)		(189,942	)
Total Stockholders’ deficit		(33,266	)		(7,849	)		(57,830	)		(39,850	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	37,433			53,623		$	11,957			41,154

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

~~Helbiz,~~Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Revenue	$	4,358		$	2,982		$	7,670		$	3,997		$	3,495		$	4,358		$	7,414		$	7,670
Operating expenses:
Cost of revenue		10,267			6,073			21,606			10,577			12,522			10,267			23,589			21,606
General and administrative		6,436			2,638			13,115			6,592			5,239			6,436			11,471			13,115
Sales and marketing		3,415			1,275			6,013			2,408			925			3,415			2,164			6,013
Research and development		638			588			1,382			1,164			766			638			1,610			1,382
Impairment of assets														16,444			—			16,444			—
Total operating expenses		20,756			10,574			42,116			20,741			35,897			20,756			55,278			42,116

Loss from operations		(16,398	)		(7,592	)		(34,447	)		(16,744	)		(32,402	)		(16,398	)		(47,864	)		(34,447	)

Non-operating income (expenses), net
Interest expense, net		(1,512	)		(566	)		(3,492	)		(1,064	)		(1,865	)		(1,512	)		(3,566	)		(3,492	)
Gain (loss) on extinguishment of debts		(2,065	)		—			(2,065	)		—
Gain (loss) on extinguishment of financial debts														431			(2,065	)		431			(2,065	)
Change in fair value of warrant liabilities		441			—			1,386			(4,127	)		24			441			58			1,386
SEPA financial income (expenses), net														(495	)		—			(2,703	)		—
Other income (expenses), net		(199	)		12			(507	)		(260	)		122			(199	)		(90	)		(507	)
Total non-operating income (expenses), net		(3,335	)		(554	)		(4,679	)		(5,452	)		(1,783	)		(3,335	)		(5,871	)		(4,679	)

Income Taxes		(7	)		(18	)		(12	)		(33	)		(34	)		(7	)		(37	)		(12	)
Net loss	$	(19,740	)	$	(8,164	)	$	(39,137	)	$	(22,229	)	$	(34,219	)	$	(19,740	)	$	(53,773	)	$	(39,137	)

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

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

Net loss per share attributable to common stockholders, basic and diluted	$	(0.57	)	$	(0.36	)	$	(1.21	)	$	(1.01	)	$	(1.45	)	$	(28.41	)	$	(3.70	)	$	(60.32	)

Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		34,737,852			22,666,617			32,438,971			22,134,945			23,560,896			14,551,809			694,757			648,779

Net loss		(19,740	)		(8,164	)		(39,137	)		(22,229	)		(34,219	)		(19,740	)		(53,773	)		(39,137	)

Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments	$	(206	)	$	(46	)	$	(529	)	$	(39	)		998			(206	)		751			(529	)

Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents	$	(19,946	)	$	(8,210	)	$	(39,666	)	$	(22,268	)	$	(33,218	)	$	(19,946	)	$	(53,022	)	$	(39,666	)

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

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and six months ended June 30, 2023

(in thousands, except share and per share data)

(unaudited)

Class A Common Stock Class B Common Stock Accumulated Accumulated Other Comprehensive (Loss) TOTAL STOCKHOLDERS’
Shares Amount Shares Amount Deficit Income DEFICIT
Balance as of April 1, 2023 — — 5,624,297 $ 173,889 284,518 $ —   $ (209,496 ) $ (3,151 ) $ (38,758 )
Issuance of common shares – for Advance Notices under SEPA 43,157,584 13,627 —   —   —   —   13,627
Issuance of common shares - for Settlement of Payroll Liabilities 42,515 104 —   —   —   —   104
Issuance of warrants - for Settlement of Account payables —   69 —   —   —   —   69
Issuance of common shares - for Settlement of Account Payables 195,162 250 —   —   —   —   250
Share based compensation 22,051 99 —   —   —   —   99
Changes in currency translation adjustment —   —   —   —   —   998 998
Net loss — — —   —   —   —   (34,219 ) —   (32,219 )
Balance as of June 30, 2023 — — 49,041,609 $ 188,038 284,518 $ —   $ (243,715 ) $ (2,153 ) $ (57,830 )
The accompanying notes are an integral part of these condensed consolidated financial statements

4

SERIES B –PREFERRED SERIES A – CONVERTIBLE PREFERRED Class A Common Stock Class B Common Stock Accumulated Accumulated Other Comprehensive TOTAL STOCKHOLDERS’
STOCK STOCK Shares Amount Shares Amount Deficit (Loss) Income DEFICIT
Balance as of January 1, 2023 (Retroactive application of the reverse split ratio 1:50) $ —   $ 945 3,264,576 $ 152,996 284,518 $ —   $ (189,942 ) $ (2,904 ) (39,850 )
Issuance of common shares – for Advance Notices under SEPA —   —   45,258,102 31,732 —   —   —   —   31,732
Issuance of common shares – for Conversion of Convertible Notes —   —   103,689 1,296 —   —   —   —   1,296
Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks —   (945 ) 135,645 945 —   —   —   —   945
Issuance of common shares – for purchasing Intangible Assets —   —   6,869 50 —   —   —   —   50
Issuance of common shares – for settlement of Payroll liabilities —   —   55,515 182 —   —   —   —   182
Issuance of common shares - for Settlement of Account payables —   —   101,000 151 —   —   —   —   151
Issuance of warrants - for Settlement of Account payables —   —   —   69 —   —   —   —   69
Share based compensation —   —   116,213 615 —   —   —   —   615
Issuance of Series B Preferred Stock 0 —   —   —   —   —   —   —   0
Redemption of Series B Preferred Stock (0 ) —   —   —   —   —   —   —   (0 )
Changes in currency translation adjustment —   —   —   —   —   —   —   751 751
Net loss —   —   —   —   —   —   (53,773 ) —   (53,773 )
Balance as of June 30, 2023 $ —   $ —   49,041,609 188,038 284,518 $ — $ (243,715 ) $ (2,153 ) $ (57,830 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
~~HELBIZ,~~Micromobility.com, Inc.
(Formerly Helbiz, Inc.)
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and six months ended June 30, 2022
(in thousands, except share and per share data)
(unaudited)

Class A Common Stock Class B Common Stock Accumulated Accumulated Other Comprehensive (Loss) TOTAL STOCKHOLDERS’
Shares Amount Shares Amount Deficit Income DEFICIT
Balance as of April 1, 2022 (Retroactive application of the reverse split ratio 1:50) 374,000 $ 105,180 284,518 $ —   $ (127,263 ) $ (944 ) $ (23,027 )
Issuance of Warrants - in conjunction with Convertible Notes issuance —   603 —   —   —   —   603
Issuance of common shares – Commitment shares for Convertible Notes issuance 3,000 399 —   —   —   —   399
Issuance of common shares – to legal advisors for Convertible Note issuance 4,000 296 —   —   —   —   296
Issuance of common shares – for Conversion of 2021 Convertible Notes 144,853 7,516 —   —   —   —   7,516
Issuance of common shares - for Settlement of Account Payable 1,587 117 —   —   —   —   117
Share based compensation 425 776 —   —   —   —   776
Changes in currency translation adjustment —   —   —   —   —   (206 ) (206 )
Net loss —   —   —   —   (19,740 ) — (19,740 )
Balance as of June 30, 2022 527,865 $ 114,888 284,518 $ —   $ (147,004 ) $ (1,150 ) $ (33,266 )

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

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

Class A Common Stock Class B Common Stock Accumulated Accumulated Other Comprehensive (Loss) TOTAL STOCKHOLDERS’
Shares Amount Shares Amount Deficit Income DEFICIT
Balance as of January 1, 2022 (Retroactive application of the reverse split ratio 1:50) 325,784 $ 101,454 284,518 $ —   $ (108,682 ) $ (621 ) $ (7,849 )
ASU No. 2020-06 - modified retrospective method —   (4,187 ) —   —   816 —   (3,371 )
Issuance of common shares – for Conversion of 2021 Convertible Notes 192,993 14,326 —   —   —   —   14,326
Issuance of Warrants - in conjunction with Convertible Notes issuance —   603 —   —   —   —   603
Issuance of common shares – Commitment shares for Convertible Notes issuance 3,000 399 —   —   —   —   399
Issuance of common shares – to legal advisors for Convertible Note issuance 4,000 296 —   —   —   —   296
Issuance of common shares - for Settlement of Account Payable 543 48 —   —   —   —   48
Share based compensation 1,545 1,948 —   —   —   —   1,948
Changes in currency translation adjustment —   —   —   —   —   (529 ) (529 )
Net Loss —   —   —   —   (39,137 ) —   (39,137 )
Balance as of June 30, 2022 527,865 $ 114,888 284,518 $ —   $ (147,004 ) $ (1,150 ) $ (33,266 )

The accompanying notes are an integral part of these condensed consolidated financial statements.
5
~~HELBIZ,~~Micromobility.com, Inc.
(Formerly Helbiz, Inc.)
Condensed Consolidated Statements of ~~Convertible Preferred Stock and Stockholders’ Deficit for the three months ended June 30, 2021~~
~~(in thousands, except share and per share data)~~Cash Flows
~~(unaudited)~~
SERIES B – CONVERTIBLE PREFERRED Class A Common Stock Class B Common Stock Subscription Accumulated Accumulated Other Comprehensive TOTAL STOCKHOLDERS’
STOCK Shares Amount Shares Amount Receivables Deficit (Loss) Income DEFICIT
Balance as of March 31, 2021 $ 4,075 21,755,670 $ 39,825 —   $ —   —   $ (50,321 ) $ 43 (10,453 )
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition —   1,057,740 10,389 —   —   —   —   —   10,389
Share based compensation —   —   447 —   —   —   —   —   447
Exchange of Class A Common Stock to Class B Common Stock —   (14,225,898 ) —   14,225,898 —   —   —   —   —
Dividends and dividend equivalents for Preferred Stockholders 37 —   —   —   —   —   (37 ) —   (37 )
Changes in currency translation adjustment —   —   —   —   —   —   —   (46 ) (46 )
Net loss —   —   —   —   —   —   (8,164 ) (8,164 )
Balance as of June 30, 2021 $ 4,112 8,587,512 50,661 14,225,898 $ —   $ —   $ (58,522 ) $ (3 ) $ (7,863 )
~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~
6
~~HELBIZ, Inc.~~
~~Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the six months ended June 30, 2021~~
(in thousands, except share and per share data)
(unaudited)

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

Six months ended June 30, Six months ended June 30,
2022 2021 2023 2022
Operating activities
Net loss $ (39,137 ) $ (22,229 ) $ (53,773 ) $ (39,137 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Impairment losses 16,444 —
Depreciation and amortization 2,661 3,331 3,561 2,661
Loss on disposal of assets 116 238 3,054 116
Non-cash interest expenses and amortization of debt discount 2,971 509 1,186 2,971
Amortization of Right-of-use assets 889
Share-based compensation 615 2,252
(Gain) or Loss on extinguishment of debts (431 ) 2,065
Change in fair value of warrant liabilities (1,386 ) 4,128 (59 ) (1,386 )
Change in fair value of accounts payables (304 ) —
(Gain) or Loss on extinguishment of debts 2,065 —
Share-based compensation 2,252 2,131
Other non-cash items related to licensing —   748
Changes in operating assets and liabilities:
Accounts receivables 748 (1,337 )
Prepaid and other assets
2,617
(38 ) 4,737 2,617
Security deposits (5 ) 22 49 (5 )
Accounts receivables (1,337 ) (360 )
Accounts payables 3,935 (196 ) 2,744 3,631
Accrued expenses and other current liabilities 2,263 1,240 (1,598 ) 2,263
Other non-current liabilities 83 (137 ) (4 ) 83
Net cash used in operating activities (23,206 ) (10,613 ) (21,836 ) (23,206 )

Investing activities
Purchase of property, equipment, and vehicle deposits (3,586 ) (4,913 ) (279 ) (3,586 )
Purchase of intangible assets (235 ) (117 )
Deposit for Letter of Intent (1,000 ) —   —   (1,000 )
Purchase of intangible assets (117 ) (308 )
Acquisition of business, net of cash acquired —   (1,987 )
Net cash used in investing activities (4,703 ) (7,208 ) (514 ) (4,703 )

Financing activities
Proceeds from issuance of financial liabilities, net 10,248 18,156 4,642 10,248
Repayment of financial liabilities (1,495 ) (2,505 ) (14,368 ) (1,495 )
Proceeds from issuance of financial liabilities, due to related party - Officer 380 2,010 380
Proceeds from settlement of Subscription receivables —   4,033
Proceeds from sale of Class A common shares, net —   955 31,732 —
Payments of offering costs and underwriting discounts and commissions —   (1,193 )
Net cash provided by financing activities 9,133 21,456 22,006 9,133

Increase (decrease) in cash and cash equivalents, and restricted cash (18,776 ) 3,635 (344 ) (18,776 )
Effect of exchange rate changes 306 (39 ) 809 306
Net increase (decrease) in cash and cash equivalents, and restricted cash (18,470 ) 3,596 464 (18,470 )
Cash and cash equivalents, and restricted cash, beginning of year 21,253 790 736 21,253
Cash and cash equivalents, and restricted cash, end of year $ 2,783 $ 4,386 $ 1,200 $ 2,783

RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET
Cash and cash equivalents 2,480 4,277 512 2,480
Restricted cash, included in Current assets 193 —   688 193
Restricted cash, included in Other assets, non-current 110 109 110
Supplemental disclosure of cash flow information
Cash paid for:
Interest $ 517 $ 556 $ 2,334 $ 517
Income taxes, net of refunds $ 12 $ 2 $ 37 $ 12
Non-cash investing & financing activities
Issuance of Class A common shares – for warrant exercise $ —   $ 10,567
Issuance of Class A common shares – for settlement of lease —   1,747
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition —   10,389
Convertible notes converted into common shares 14,326 —
Increasing of Financial liabilities for derecognition of Beneficial conversion features (BCF) - Adoption of ASU 2020-06 3,371 —
Issuance of common shares – for Conversion of Convertible Notes 1,296 14,326
Issuance of common shares – for conversion of Series A Preferred Shares 945 —
Issuance of common shares - for Settlement of Payroll Liabilities 182 —
Issuance of common shares - for Settlement of Account payables 151 —
Issuance of warrants - for Settlement of Account payables 69 —
Issuance of common shares – for purchasing Intangible Assets 50 —
Derecognition of Beneficial conversion features (BCF) - Adoption of ASU 2020-06 —   3,371
Purchase of vehicles with financing agreement 3,328 —   —   3,328
Issuance of common shares – Commitment shares and share based compensation for Convertible Notes issuance —   695
Issuance of Warrants - in conjunction with Convertible Notes issuance —   603
Prepaid expenses related to D&O insurance, included in Account payable 402 —   —   402
Issuance of Warrants - in conjunction with Convertible Notes issuance 603 —
Issuance of common shares – Commitment shares and share based compensation for Convertible Notes issuance 695 —

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

8

~~HELBIZ,~~Micromobility.com, Inc.
(Formerly Helbiz, Inc.)
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
1. Description of Business and Basis of Presentation
Description of Business
micromobility.com, Inc. (formerly known as Helbiz, Inc., and, ~~Subsidiaries, (“Helbiz”~~together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with its ~~headquarter~~headquarters in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their ~~dependence~~dependency on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.
Founded on proprietary technology platforms, the Company’s core business is the offering of electric ~~scooters, bikes and mopeds~~vehicles in the sharing environment. Through its Mobility App, ~~Helbiz~~the Company offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. Additionally, the Company is operating two other business lines: (i) the acquisition ~~commercialization~~ and ~~distribution~~broadcasting of ~~contents~~media content including live sport ~~events,~~event, and (ii) food delivery ~~services through a “ghost kitchen” concept.~~services.
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 events
A reverse stock split of 1:50 was approved by Company’s shareholders and Board of Directors. The Company’s financial statements were adjusted to reflect the reverse stock split.
The Company’s Board of Directors also approved a change in name from “Helbiz, Inc.” to “micromobility.com, Inc.” (the “Company Name Change”).
On June 15, 2023 and June 28, 2023, the Company received communications from the main live content provider, LNPB (Lega Nazionale Professionisti Serie B), notifying the early termination of the agreements related to the commercializationand broadcast of the Italian Serie B content.
9
Basis of Presentation
These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its ~~wholly owned~~wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from remeasurement of foreign currency balances into U.S. dollars are included in the condensed consolidated statements of operations. For the foreign subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.
The condensed consolidated balance sheet as of December 31, ~~2021,~~2022, included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of, and for the year ended, December 31, ~~2021,~~2022, included in our Annual Report on Form 10-K.
The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity, ~~for the three and six months ended June 30, 2022,~~ and cash flows, ~~for the six months ended June 30, 2022,~~ but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.
9
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~~expects to continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion plan and related operations. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support the Company’s cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The Company plans to continue to fund its operations and expansion plan through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable to the Company, or at all.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
3. Summary of Significant Accounting Policies and Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with USU.S. GAAP generally requires management to make estimates and assumptions that affect the reported amount of certain assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include ~~common stock,~~determination of fair values of warrant and financial instruments, ~~at fair value,~~purchase price allocation for business combinations, useful lives of intangible assets, property and equipment ~~including scooters~~ and valuation allowance for deferred income taxes.
Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Recent Accounting Pronouncements Adopted~~
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective approach. In the condensed consolidated balance sheet, the adoption of this new guidance resulted in:
- ~~an increase of $3,371 to the total carrying value of the 2021 convertible notes to reflect the full principal amount of the 2021 convertible notes outstanding net of issuance costs,~~
- ~~a reduction of $4,187 to additional paid-in capital to remove the equity component separately recorded for the beneficial conversion features associated with the 2021 convertible notes, and~~
- ~~a cumulative-effect adjustment of $816 to the beginning balance of accumulated deficit as of January 1, 2022.~~
10

Recent Accounting Pronouncements Adopted
In ~~May 2021,~~June 2016, the FASB issued ASU ~~2021-04, Issuer’s Accounting~~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 ~~Certain Modifications or Exchanges~~its estimate of ~~Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”) which clarifies~~lifetime expected credit losses. The main objective of this update is to provide financial statement users with more decision-useful information about 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 issuerexpected credit losses on financial instruments and other commitments to ~~treat~~extend credit held by a ~~modification of an equity-classified warrant as an exchange of the original warrant.~~reporting entity at each reporting date. 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 2021-04standard is effective for public companies for fiscal years, ~~beginning after December 15, 2021,~~ and interim periods within those fiscal years, ~~with early adoption permitted.~~beginning after December 15, 2022. Effective January 1, ~~2022,~~2023, we adopted ASU ~~2021-04~~2016-13 on a prospective basis. The impact of adoption of this standard on our condensed consolidated financial statements was not material.

~~Accounting Pronouncements Issued but Not Yet Adopted~~
~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. The Company plans to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. While the Company is currently reviewing its lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, it expects that its non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on the Company’s consolidated balance sheets. The Company is currently assessing the impact of this accounting standard on its shared vehicles revenues and rental leases.
4. Revenue Recognition
The table below shows the revenues breakdown for the three and six months ended on June 30, ~~2022,~~2023 and on June 30, ~~2021.~~2022.
Revenue recognition
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Mobility Revenues $ 2,716 $ 2,982 $ 4,293 $ 3,997
Pay per ride 2,187 2,304 3,392 3,099
Mobility Subscriptions 360 451 648 615
    Partnerships fees 169 227 253 $ 283
    Media Revenues $ 1,489 $ —   $ 3,145 $ —
  Commercialization of Media rights (B2B) 1,052 —   2,348 —
      Advertising fees 156 —   206 —
      Live subscriptions (B2C) 281 —   591 —
Other Revenues $ 153 $ —   $ 232 $ —
Total Revenues $ 4,358 $ 2,982 $ 7,670 $ 3,997

The Company mainly generates revenues related to: (i) single-use ride fees paid by riders of the Company’s e-bikes, e-mopeds and e-scooters, and (ii) international commercialization and distribution of media contents to media partners, in the Business to Business (“B2B") environment.
11
Schedule of revenue recognition
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Mobility Revenues (ASC 842) $ 1,694 $ 2,716 $ 3,272 $ 4,293
Pay per ride 1,385 2,187 2,577 3,392
Mobility Subscriptions 249 360 584 648
    Partnerships fees 59 169 110 $ 253
    Media Revenues (ASC 606) $ 1,521 $ 1,489 $ 3,608 $ 3,145
  Commercialization of Media rights (B2B) 815 1,052 2,122 2,348
      Advertising fees 102 156 197 206
      Live subscriptions (B2C) 604 281 1,289 591
Other Revenues (ASC 606) $ 280 $ 153 $ 534 $ 232
Total Revenues $ 3,495 $ 4,358 $ 7,414 $ 7,670

The table below shows the Deferred revenues roll-forward from January 1, ~~2021,~~2023 to June 30, ~~2021, and from January 1, 2022, to June 30, 2022.~~2023.

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

Mobility $ 146 391 (345 ) 192 165 1,260 (842 ) 775
Media —   —   —   —   —   —   —   —
Total $ 146 $ 391 $ (345 ) $ 192 $ 165 $ 1,260 $ (842 ) $ 775

Deferred Income January 1, 2022 FX Rate adj Additions Q1 2022 Revenue March 31, 2022 FX Rate adj Additions Q2 2022 Revenue June 30, 2022 January 1, 2023 FX Rate adj Additions Q1 2023 Revenue March 31, 2023 FX Rate adj Additions Q2 2023 Revenue June 30, 2023

Mobility $ 1,183 (19 ) 347 (329 ) 1,182 (33 ) 592 (538 ) 1,203 $ 1,775 2 407 (423 ) 1,761 1 558 (628 ) 1,692
Media 402 (40 ) 2,473 (316 ) 2,519 (136 ) 1,623 (1,558 ) 2,448 1,272 19 1,832 (2,086 ) 1,037 (4 ) 488 (1,521 ) —
Total $ 1,585 $ (59 ) $ 2,820 $ (645 ) $ 3,701 $ (169 ) $ 2,215 $ (2,096 ) $ 3,651 $ 3,047 $ 21 $ 2,239 $ (2,509 ) $ 2,798 $ (3 ) $ 1,046 $ (2,149 ) $ 1,692

Deferred revenues related to prepaid customer ~~wallet~~wallets will be recorded as Mobility Revenues when riders take a ~~ride, while deferred revenues related to Media will be mainly recorded as Revenues in the six months ending December 31, 2022.~~ride.
5. ~~Contract assets – Media rights~~
~~The table below shows the Contract assets roll-forward from January 1, 2022, to~~As of June 30, ~~2022. During~~2023, Media Deferred Income was zero as a result of the ~~period January 1, 2021 – June 30, 2021,~~early termination of the ~~Company did not perform any~~agreements entered into with LNPB for the commercialization of media ~~activities.~~rights.
Contract assets roll forward
Contract assets January 1, 2022 Additions Q1 2022 COGS FX Rate adj. March 31, 2022 Additions Q2 2022 COGS FX Rate adj. June 30, 2022

Media 2,758 2,835 (4,510 ) (50 ) 1,033 4,427 (3,586 ) (69 ) 1,806
Total $ 2,758 $ 2,835 $ (4,510 ) $ (50 ) $ 1,033 $ 4,427 $ (3,586 ) $ (69 ) $ 1,806
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6.5. Prepaid and other current assets
Prepaid and other current assets consist of the following:
Prepaid and other current assets
June 30, December 31,
2022 2021
Prepaid $ 2,089 $ 1,449
Security Deposits for leasing vehicles 1,039 —
D&O Insurance Coverage 591 3,133
Other current assets 739 99
Total prepaid and other current assets $ 4,458 $ 4,681
~~Security Deposits for leasing vehicles amounted to $1,039, which consisted of the following:~~
a) $~~678~~ ~~deposit, paid in March 2022, in connection with a 12-month capital lease agreement covering approximately 3,000 eScooters for European markets, and;~~
b) $~~361~~ ~~deposit, paid in May 2022, in connection with a 18-month capital lease agreement for 800 eScooters for US markets. This deposit will be refunded in May 2023 before the expiration of the agreement.~~
~~Refer to “Commitments and Contingencies” paragraph for further disclosures related to the capital lease agreements.~~
Schedule of Prepaid and other current assets
June 30, December 31,
2023 2022
Restricted cash $ 688 $ 276
Prepaid media rights   48 2,366
Prepaid insurances   372 1,809
Security deposits for leasing vehicles —   883
Prepaid expenses   1,315 1,083
Total prepaid and other current assets $ 2,423 $ 6,417
7.6. Property, equipment and vehicle deposits, net
Property and equipment consist of the following:
Property, Plant and Equipment
June 30, December 31,
2022 2021
Sharing electric vehicles $ 11,995 $ 9,348
Furniture, fixtures, equipment, computers, and software 2,384 2,195
Leasehold improvements 698 655
    Electric vehicle deposits 3,352 2,928
Total property, equipment and vehicle deposits, gross 18,429 15,126
Less: accumulated depreciation (7,195 ) (7,510 )
Total property, equipment and vehicle deposits, net $ 11,234 $ 7,616
Schedule of property and equipment consist
June 30, December 31,
2023 2022
Sharing electric vehicles $ 15,075 $ 15,128
Of which under finance lease agreements 2,501 3,260
Furniture, fixtures, and equipment 1,629 1,411
Of which under finance lease agreements 177 177
Computers and software 1,050 1,045
Leasehold improvements 798 714
Total property and equipment, gross 18,552 18,298
Less: accumulated depreciation (14,998 ) (12,136 )
Total property and equipment, net $ 3,555 $ 6,162
Vehicle deposits —   3,075
Total property, equipment and deposits, net $ 3,555 $ 9,237
~~Depreciation expenses related to the leased assets amounted to $434~~ ~~and $567~~ ~~for the three and six months ended on June 30, 2022, respectively.~~
12

The following table summarizes the loss on disposal and depreciation expenses recorded in the condensed consolidated statement of operations for the three and six months ended on June 30, 2023, and 2022.
Schedule of consolidated income statement
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Cost of revenues $ 4,338 $ 1,008 $ 5,688 $ 1,947
      Of which write-off of vehicle deposits 3,021 —   3,021 —
Research & Development 15 —   29 $ 15
General & administrative 106 $ 109 214 $ 222
Total depreciation and loss on disposal expenses $ 4,458 $ 1,117 $ 5,931 $ 2,184

7. Impairment of assets
During the three months ended June 30, 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying values. The decline in the Company’s market capitalization was the main impairment indicator. The Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the net carrying value of Goodwill of $13,826 and Intangible assets of $2,619, which are included within Impairment of assets in the condensed consolidated statements of operations.
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. In detail, for the June 30, 2023 impairment testing, as compared to December 31, 2022 testing, the Company reduced the estimated future cash flows used in the impairment assessment, including revenues, margin, and capital expenditures to reflect the Company’s best estimates at this time. The updates to the estimated future cash flows each had a significant impact to the estimated fair value of the reporting unit. 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.
The table below shows the ~~Electric vehicle deposits roll-forward from January 1, 2022, to~~Impairment of assets composition for the three and six months ended June 30, ~~2022. During the period January 1, 2021 – June 30, 2021, no activity occurred for the deposit account.~~2023.
Schedule of Electric vehicle deposits
Advance to Suppliers January 1, 2022 Additions Reclassification in Sharing electric vehicles FX Rate adj. June 30, 2022

Mobility 2,928 3,090 (2,553 ) (113 ) 3,352
Total $ 2,928 $ 3,090 $ (2,553 ) $ (113 ) $ 3,352
Schedule of impairment of assets

Three months ended
June 30,

Six months
ended
June 30,

2023 2023
Goodwill $ 13,826 $ 13,826
Intangible assets, net 2,618 2,618
Total Impairment of assets $ 16,444 $ 16,444
8. ~~Goodwill~~Accrued expenses and other current liabilities
~~The table below shows~~Accrued expenses and other current liabilities consist of the ~~Goodwill roll-forward from January 1, 2022, to June 30, 2022.~~following:
Schedule of goodwill
Goodwill January 1, 2022 Additions Impairment FX rate Adj June 30, 2022

MiMoto Smart Mobility S.r.l. 10,696 —   —   (905 ) 9,791
Total $ 10,696 $ —   $ —   $ (905 ) $ 9,791
Schedule of accrued expenses and other current liabilities
June 30, December 31,
2023 2022
Legal contingencies – refer to Note 11 Commitments and Contingencies $ 2,591 $ 2,710
Payroll liabilities 3,248 2,693
Accrued expenses 2,115 2,369
Sales tax payables 440 1,113
Total accrued expenses and other current liabilities $ 8,394 $ 8,885

9. ~~Other assets~~
~~Letter~~Payroll liabilities and Accrued expenses presented in the table above are related to the normal course of ~~Intent~~
~~On May 12, 2022, the Company entered into a Letter of Intent (“LOI”) with~~business, while Sales tax payables and Legal contingencies are mainly related to liabilities arising from prior periods by Wheels Labs, Inc. (“Wheels”) ~~a Group operating~~, an entity that we acquired in ~~the micro-mobility industry. In connection with the LOI, the Company agreed to provide Wheels a deposit of $~~1 million. Wheels is only required to return that deposit if it fails to comply with certain covenants set out in the LOI, or if it fails to take all reasonable steps to effectuate the transaction that is the subject of the Letter of Intent pursuant to its terms.
On June 20, 2022, the Company amended the original LOI. Based on the amended LOI, the Company will negotiate with Wheels on an exclusive basis, the terms and conditions for the acquisition of all of the outstanding capital stock of Wheels and agreed to provide additional $1 ~~million in July 2022 and $~~1 ~~million in August 2022 as additional deposit. The Company did not pay the additional deposits due in July and August.~~
~~Other assets consist of the following:~~
Schedule of Other assets
June 30, December 31,
2022 2021
Letter of Intent $ 1,000 $ —
Other 539 1,212
Total other assets $ 1,539 $ 1,212
~~10.~~ ~~Liability warrants~~
~~The Company’s Warrants, classified as a liability, consisted of the following:~~
Schedule of Warrants, classified as a liability
June 30, December 31,
2022 2021
GRNV Sponsor Private Warrants 210 1,596
Total liability warrants $ 210 $ 1,596
~~The tables below show the warrant liabilities roll-forward from January 1, 2021, to June 30, 2021, and from December 31, 2021, to June 30,~~November 2022.
Schedule of liability warrants
Warrant liabilities January 1, 2021 Change in fair value
Exercise
(fair value)
June 30, 2021

2020 Warrant Purchase Agreement * 6,439 4,128 (10,567 ) —
Total $ 6,439 $ 4,128 $ (10,567 ) $ —
* On March 26, 2021, the investors exercised the 2020 Warrant Purchase Agreement and the Company issued 1,075,867 Class A Common Shares (considering the GRNV conversion ratio). No activity occurred during the period from March 31, 2021 to June 30, 2021.
13

~~The table below show a cumulative change in fair value amounted to $1,386, of which $945~~ ~~has been recorded for the period from December 31, 2021, to March 31, 2022, and $441~~ ~~for the three months ended June 30, 2022.~~
Warrant liabilities December 31, 2021 Change in fair value
Exercise
(fair value)
June 30, 2022

GRNV Sponsor Private Warrants 1,596 (1,386 ) —   210
Total $ 1,596 $ (1,386 ) $ —   $ 210
~~The following tables summarize the fair value hierarchy of the Company’s financial liabilities measured at fair value on a recurring basis as of June 30, 2022, and December 31, 2021.~~
Fair Value, Liabilities Measured on Recurring Basis
June 30, 2022
Total Level 1 Level 2 Level 3
GRNV Sponsor Private Warrants $ 210 —   —   $ 210
Total $ 210 $ —   $ —   $ 210
December 31, 2021
Total Level 1 Level 2 Level 3
GRNV Sponsor Private Warrants $ 1,596 —   —   $ 1,596
Total $ 1,596 $ —   $ —   $ 1,596
Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. GRNV Sponsor Private Warrants are accounted as liability and categorized as Level 3 financial liabilities for the absence of an active market.
~~As of June 30, 2022, and December 31, 2021, the fair values of each GRNV Sponsor Private Warrant amounted to $0.10~~ ~~and $0.76, respectively. The fair values were determined using the Black-Scholes option-pricing model with the following assumptions.~~
Assumptions used
June 30, December 31,
2022 2021
Remaining term (in years) 4.12 4.62
Expected volatility 90 % 40 %
Risk-free interest rate 3.00 % 1.2 %
Expected dividend yield 0   % 0   %
~~11.~~9. Current and Non-current financial liabilities, ~~and capital leases,~~ net
The ~~Company’s~~Company's Financial liabilities consisted of the following:
Financial liabilities
Interest Rate Maturity Date June 30, 2022 December 31, 2021
2021 Convertible Debts amended 5 % 2022 16,488 30,291
2022 Convertible Debts 5 % 2023 ⁽²⁾ 10,081 —
Secured Long Term Loan 12.7 % 2023 14,245 13,679
Long Term Loan 4.5 % 2026 3,344 3,918
Long Term Loan 5.4 % 2024 1,561 2,054
Capital lease liability⁽¹⁾ N/A 2023 2,792 —
CEO Promissory Note (Related Party) 0 % 2022 380 —
Other financial liabilities Varies Varies 1,017 1,053
Total principal and accumulated interests 49,907 50,994
Total unamortized debt discounts and debt issuance costs (1,753 ) (7,464 )
Total financial liabilities and capital leases, net 48,154 43,530
Of which classified as Current financial liabilities and capital liabilities, net 30,597 25,473
Of which classified as Non-current financial Liabilities, net 17,557 18,057
Schedule of financial liabilities
Weighted Average Interest Rate Maturity Date June 30, 2023 December 31, 2022
Convertible debts, net 9 % 2023 5,649 14,372
Secured loan, net 13 % 2023 14,544 14,224
Unsecured loans, net 8 % Various 10,586 10,935
Warrants liabilities N/A —   26 84
Other financial liabilities N/A Various 1,071 802
Total Financial Liabilities, net 31,877 40,418
Of which classified as Current Financial Liabilities, net 25,156 33,244
Of which classified as Non-Current Financial Liabilities, net 6,721 7,174
~~(1)~~ ~~Please refer to Commitments and Contingencies~~
The table below shows the amounts recorded as Interest expense, net on the statements of operations for the three and six months ended on June 30, 2023 and June 30, 2022:
Schedule of interest expense

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Convertible debts $ 1,044 $ 811 $ 1,976 $ 2,194
Secured loan 599 516 1,139 973
Unsecured loans 217 185 441 325
Other interest (income) expenses 6 —   11 —
Total Interest expenses, net $ 1,865 $ 1,512 $ 3,566 $ 3,492

As of June 30, 2023, the Company categorized as convertible debts the following instruments issued to YA II, Ltd. (the “Note Holder”): a) one convertible note issued in 2022 (“2022 Convertible debts”) under a Securities Purchase Agreement and b) a convertible promissory note issued on March 8, 2023 under a Standby Equity Purchase Agreement (“January 2023 SEPA”) dated January 24, 2023 (“2023 SEPA Convertible note”).
14

~~The table~~2022 Convertible debts
As a result of the below ~~shows~~conversion and repayments, on June 30, 2023, the ~~impact on~~Company had $1,202 as outstanding principal and accumulated interests.
Repayments
During the ~~statements of operations,~~ ~~Interest expense, net~~ ~~and~~ ~~Loss on extinguishment of debts~~ ~~accounts, related to the financial liabilities for the three and~~ six months ended June 30, 2023, the Company partially repaid in cash the 2022 Convertible Notes for a cumulative payment of $9,228 (of which $8,047 was principal, $294 was accumulated interest, and $887 was redemption premium interest).
Conversion into Class A Common Shares
During the six months ended June 30, ~~2021.~~
Interest expenses
Schedule of Financial liabilities impacts on Statement of Operations

Three Months Ended June 30,

Six Months Ended June 30,

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

2021 Convertible Debts 2,065 —   2,065 —
Total Loss on extinguishment of debts 2,065 —   2,065 —
2023, the Company issued 103,689 Class A Common Shares in satisfaction of conversion requests of $1,296 in principal and interest.
~~2021~~2022 SEPA Convertible ~~Debts~~Note
~~Amendments~~
~~The three 2021 convertible notes are convertible by~~On December 1, 2022, the Company issued a Convertible Promissory Note (“2022 SEPA Convertible Note”) to the Note Holder ~~upon issuance. In accordance~~pursuant to the SEPA dated October 31, 2022. The 2022 SEPA Convertible Note had a principal amount of $5,000 with 10% issuance discount, as maturity date of January 31, 2023, a 0% annual interest rate and a 15% annual default interest rate. During the ~~original agreement~~three months ended March 31, 2023, the ~~conversion price will~~Company completed the repayment initiated in 2022 by cash payments amounted to $4,210.
As a result of the mentioned re-payments on June 30, 2023, the Company has no outstanding principal or accumulated interest under the 2022 SEPA Convertible Note.
2023 SEPA Convertible Note
On March 8, 2023, the Company issued a Convertible Promissory Note (“2023 SEPA Convertible Note”) to the Note Holder pursuant to the SEPA dated January 24, 2023. The 2023 SEPA Convertible Note had a principal amount of $4,500 with 10% issuance discount, a maturity date of September 15, 2023, a 5% annual interest rate and a 15% annual default interest rate. The 2023 SEPA Convertible Note shall be convertible into shares of the ~~lower of~~Company’s Class A common shares at a Fixed Conversion Price of $25.
The Company has the option to repay the 2023 SEPA Convertible Note through the following or ~~92.5~~%a combination of the ~~lowest daily volume-weighted average~~two:
- repay in cash the 2023 SEPA Convertible Note on or before the Maturity date,
- repay the 2023 SEPA Convertible Note by submitting one or a series of Advance Notices under the SEPA entered in January 2023, on or before the Maturity date. If any time during while the 2023 SEPA Convertible Note is outstanding, the Company delivers an Advance Notice under the January 2023 SEPA, at least one half of the proceeds of any such Advance Notice shall be used as an Advance Repayment or for the repayment of other amounts due from the Company to the Holder, unless waived by the Note Holder.
The Company has also the option to redeem the 2023 SEPA Convertible Note (“redemption option”), provided that the trading price ~~(VWAP)~~ of the Company’s Class A Common ~~Stock during the five consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be~~Shares is less than the ~~Floor Price.~~
~~On April 15, 2022, and on May 17, 2022, Helbiz amended certain terms~~fixed Conversion Price of ~~the 2021 Convertible Notes and related~~ $~~1,000,000~~25 ~~Warrants previously issued under the 2021 SPA, see below the terms amended:~~
Schedule of Convertible Debts
Original Terms impacted Note-1 Note-2 Note-3 Warrant
Maturity Date October 12, 2022 October 22, 2022 November 11, 2022 N/A
Fixed Conversion Price $ 20.00 $ 20.00 $ 20.00 N/A
Floor Price $ 10.00 $ 8.25 $ 8.55 N/A
Strike Price N/A N/A N/A $ 20.00

Amended Terms Note-1 Note-2 Note-3 Warrant
Maturity Date December 31, 2022 December 31, 2022 December 31, 2022 N/A
Fixed Conversion Price $ 3.00 $ 3.00 $ 3.00 N/A
Floor Price $ 0.25 $ 0.25 $ 0.25 N/A
Strike Price N/A N/A N/A $ 3.00
~~Additionally, the parties also entered into a Guaranty Agreement and a Pledge Agreement as a result of the April 15, 2022 amendment.~~
Based on the new terms described above, the Company considered the April 15, 2022, amendment as an extinguishment of the original 2021 Convertible Notes. As a result, the net carrying value of the original 2021 Convertible Notes have been derecognized and the amended 2021 Convertible Notes have been recorded at their fair values on the date of the amendment (April 15, 2022). ~~On April 15, 2022, the fair value of the amended 2021 Convertible Notes have been estimated as the principal amounts and accrued interests and unpaid interests.~~
~~The difference between the two amounts, amounted to $2,065~~ ~~which represents the debt discounts on April 15, 2022, has been recorded in the~~ ~~statements of operations as~~ ~~Loss on extinguishment of debt.~~
15

10. Leases
~~The Company analyzed the April 15, 2022 amendment of the exercise price of the~~ ~~1,000,000~~ warrants issued to the 2021 Convertible Note Holder that had been classified as equity, in accordance with ASU 2021-04 which resulted in no impact on the interim financial statement ended June 30, 2022.
On April 15, 2022, all the Helbiz Inc. subsidiaries (“Guarantors”) entered into a Guaranty Agreement in favor of the Note Holder with respect to all the obligations Helbiz Inc owes to the Note Holder pursuant to the 2021 and 2022 Convertible Notes SPAs (refer below for further information regarding the 2022 Convertible Notes). The Guarantors, jointly and severally, guarantee to the Note Holder the full and unconditional payment when due, contained in the two SPAs. The Guarantors agree that after the occurrence of any default in the payment or performance of the obligations, the Guarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Note Holder to the Guarantors until the obligations shall have been paid in full.
On April 15, 2022, Salvatore Palella (Helbiz Inc CEO and majority shareholder) entered into a Pledge Agreement in favor of the Note Holder. The agreement grants the Note Holder a first priority security interest and pledge in at least $~~7,000,000~~ ~~shares of Class B Common Stock that are owned by the CEO of the Company as security for the Company’s obligations under the 2021 and 2022 Convertible Notes SPAs.~~
~~ASU 2020-06~~Operating leases
Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective approach, under this new guidance the BCF does not require bifurcation from the host liability. As a result, on January 1, 2022, the Company derecognized the BCF from the condensed combined balance sheet. In detail, the interest expense that arose from the amortization of the debt discount related to the BCF during 2021, amounted to $~~816, has been recognized as a cumulative adjustment to accumulated deficit at the transition date. Additionally, the remaining BCF debt discount balance at the transition date, amounted to $3,371~~ ~~and the equity amount originally recorded at the issuance date $4,187~~ ~~for the BCF, have been derecognized on the transition date.~~
~~Conversions~~
~~During the three months ended June 30, 2022, the Note Holder converted $7,516~~ ~~(of which $7,354~~ ~~as principal and $162~~ ~~as accumulated interests) of the 2021 Convertible Notes into~~ ~~7,242,626~~ ~~Class A Common Shares.~~
During the six months ended June 30, ~~2022, the Note Holder converted $14,398~~ ~~(of which $13,854~~ ~~as principal and $544~~ ~~as accumulated interests) of the 2021 Convertible Notes into~~ ~~9,649,626~~ ~~Class A Common Shares.~~
~~2022 Convertible Debts~~
~~On April 15, 2022 (“closing date”),~~2023, the Company entered into a ~~Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note Holder”), pursuant~~5-years lease agreement for a store located at 500 Broome Street, New York, NY; the cumulative lease commitment for the 5-year term is $865. At inception, the Company recorded $674 as ROU assets and the operating lease liability, using an Internal Borrowing rate of 14%.
The table below presents the impact on the condensed consolidated statement of operations related to the ~~terms~~operating leases for the three and six months ended June 30, 2023, including expenses related to lease agreements with an initial term of 12 months or less. Amounts presented for the three and six months ended June 30, 2022, have been recorded under ASC 840.
Schedule of operating lease expense
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Cost of revenues $ 395 $ 471 $ 781 $ 879
General and administrative $ 261 $ 275 $ 556 $ 605
Total Operating lease expenses $ 656 $ 746 $ 1,337 $ 1,484
Finance leases
The table below presents the impact on the condensed consolidated statement of operations related to the finance leases for the three and six months ended June 30, 2023 and 2022.
Schedule of finance lease expense

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Cost of revenues $ 429 $ 419 $ 976 $ 552
Research & Development $ 15 $ 15 $ 29 $ 15
Total Operating expenses related to finance leases $ 444 $ 434 $ 1,005 $ 567

Interest expenses 3 3 8 3
Gain (loss) on extinguishment of financial debts 431 —   431 —
Total Non - Operating expenses related to finance leases 434 3 439 3
11. Commitments and Contingencies
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 ~~SPA,~~provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the ~~Company received from~~impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the ~~Note holder proceeds~~probability and the estimated amount of ~~$10 million~~any potential losses and ~~issued:~~ (i) 150,000 shares of Class A common stock as a commitment fee, (ii) 500,000 Warrants to buy 500,000 Class A common shares with an exercise price of $3.00 per share and a five-year expiration date, and (iii) two convertible notes with the following terms.
Schedule of Convertible Debts
Convertible Note-1 Convertible Note-2
Issuance date April 15, 2022 May 27, 2022
Maturity Date April 15, 2023 May 27, 2023
Principal $ 6,000,000 $ 4,000,000
Fixed Conversion Price $ 3.00 $ 3.00
Floor Price $ 0.25 $ 0.25
Interest rate 5.00% 5.00%
Default interest rate 15.00% 15.00%
~~The two convertible notes are convertible by the Note Holder upon issuance. The conversion price will be lower~~many of the ~~Fixed Conversion Price or~~ ~~92.5~~%legal proceedings are early in the discovery stage and unresolved.
As of the lowest daily volume-weighted average price (“DVWAP”) of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be less than the Floor Price.
~~Based on the SPA~~June 30, 2023 and ~~the amendment that occurred on May 17,~~December 31, 2022, the Company ~~is required to pay~~concluded that certain losses on litigations were probable and reasonable estimable; as a ~~redemption premium in two circumstances: a) if~~result, the Company ~~redeems~~recorded $2,591 and $2,710, respectively, as Accruals for legal contingencies, included in Other Current liabilities.
Wheels has been named in various lawsuits related to the ~~convertible notes prior~~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 $585 to ~~maturity; or b) if 90 days after~~$3,784 which represents the ~~issuance,~~range between the ~~DVWAP is less than~~amount already settled with the ~~Floor Price for ten trading days during a period of 15 consecutive trading days. In case event b) occurred~~counterparts and the amount claimed deducting insurance coverage.
The Company is ~~required~~also involved in certain claims where the losses are not considered to ~~make monthly payments which shall~~ be ~~in an amount equal~~reasonably estimable or possible; for these claims the range of potential loss is between 0 to the sum of (i) the principal amount outstanding divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. The Company obligation to make monthly payments cease if the Company reduces the Floor Price. The reduced Floor Price shall be equal to no more than 80% of the Closing Bid Price on the Trading Day immediately prior to such Reset Notice.$200.
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At12. Standby Equity Purchase Agreements
During the ~~issuance dates~~six months ended June 30, 2023, the Company entered into two Standby Equity Purchase Agreements (“2023 SEPAs”) with an investor. The 2023 SEPAs terms and conditions represent: i) at inception - a purchased put option on the Company’s Class A common shares and, ii) upon delivery of an Advance Notice - a forward contract on the Company’s Class A common shares. Neither the purchased put option nor the forward contract qualify for equity classification.
As a result of the ~~Convertible Notes,~~above classification of the 2023 SEPAs, at inception the Company ~~separated~~expensed as SEPA’s transactions costs the ~~Convertible Notes into a liability~~legal and ~~equity components. In detail, at the issuance of the convertible notes, the Company determined~~commitment fees that exceeded the fair value ~~of:~~of the purchased put options. The settlement of forward contracts initiated by the Company were recorded as other SEPA financial income (expense), net.
The table below presents the impact on the condensed consolidated statement of operations related to the 2023 SEPAs for the three and six months ended June 30, 2023 and 2022.
Schedule of consolidated operations related
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
SEPAs transaction costs $ —   $ —   $ (1,611 ) $ —
Other SEPA financial income (expenses), net $ (495 ) $ —   $ (1,092 ) $ —
Total SEPA financial income (expenses), net $ (495 ) $ —   $ (2,703 ) $ —
January 2023 SEPA
On January 24, 2023, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $20,000 of its shares of Class A Common Stock at any time during the 24 months. To request a purchase, the Company would submit an Advance Notice to YA II PN, Ltd. specifying the number of shares it intends to sell.
At inception the Company recorded as SEPA transaction costs $592 for Commitment fees and legal fees.
During the six months ended June 30, 2023, the Company delivered multiple Advance Notices for the sale of 35,661,584 Class A Common Shares, resulting in cumulative gross proceeds of $19,628.As a result, on June 30, 2023 only $372 remained available under the January 2023 SEPA.
March 2023 SEPA
On March 8, 2023, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $50,000 of its shares of Class A Common Stock at any time during the 24 months. To request a purchase, the Company would submit an Advance Notice to YA II PN, Ltd. specifying the number of shares it intends to sell. The Advance Notice would state that the shares would be purchased at either:
(i) ~~500,000~~ 95.0~~warrants issued. The fair value~~% of the Option 1 Market Price, which is the lowest VWAP (the daily volume weighted average price of Company’s Class A common stock for the applicable date) in each ~~warrant was $1.34, and it is based~~of the three consecutive trading days commencing on the trading day following ~~assumptions: risk free rate~~ ~~2.79%, volatility~~ 60~~% and remaining term~~ ~~5.00~~ ~~years;~~the Company’s submission of an Advance Notice, or
(ii) ~~150,000~~92.0 ~~commitment shares issued. The fair value~~% of ~~each share was $2.66, based on~~ the ~~closing price~~Option 2 Market Price, which is the VWAP of ~~Company’s common stock at~~ the ~~issuance date;~~pricing period set out in the Advance Notice and consented to by YA II PN, Ltd.
~~(iii)~~ ~~convertible notes fair value has been approximated with their principal amount, $~~10 ~~million due to the short term.~~
The Company allocated the gross proceeds between the Convertible Note - classified as Current liability - and the warrants - classified as equity component with no subsequent re-measurement - based upon their relative fair values. Additionally,At inception the Company ~~recorded the following debt discounts related to the Convertible notes:~~
a) ~~The fair value of the~~ ~~150,000~~ ~~commitment shares, amounted to $399. It represents an equity component recorded at closing date with no subsequent re-measurement; and~~
b) ~~Issuance costs related to legal fees, amounted to $451~~ ($~~155~~ ~~cash and $296~~ ~~issuance of common shares).~~
~~The difference between the principal amounts of the Convertible Notes and the liability components ("debt discount") is amortized to interest expense over the contractual term of the notes.~~
~~12.~~ ~~Commitments and Contingencies~~
~~Leases~~
The Company entered into various non-cancellable operating lease agreements for office facilities, e-mopeds leases, corporate vehicles’ licensing, and corporate housing entered into by the Company with lease periods expiring through 2024. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. The terms of the leases provide for payments on a monthly basis and sometimes on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred butdid not ~~paid. Lease expenses under operating leases were $746~~ ~~and $1,484~~identify any day one impact for the ~~three~~SEPA agreement except for $750 as Commitment fees to be paid to YA II PN, Ltd and legal fees amounted to $269. The mentioned legal and Commitment fees have been recorded as SEPA transaction costs.
During the six months ended on June 30, ~~2022, respectively; and $657~~ ~~and $1,119~~2023, the Company delivered multiple Advance Notices for the ~~three and six months ended on June 30, 2021, respectively.~~sale of 8,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $906.
Additionally, the Company entered into various non-cancellable capital lease agreements for 3,750 eScooters and R&D equipment with financial institutions. The capital lease agreements included within Financial liabilities on the condensed consolidated balance sheet as of June 30, 2022 amounted to $~~2,792~~, of which $2,649 is related to the 3,750 eScooters and $143 is related to the R&D equipment. The capital lease agreements for the 3,750 eScooters have a duration between 12 to 18 months while the R&D equipment agreement has a duration of 36 months. The eScooters/R&D equipment under the lease are collateral for the lease obligations and are included within property, plant and equipment on the condensed consolidated balance sheet as of June 30, 2022 (Refer to ~~Note. 7 Property, equipment and deposits, net~~ ~~for further information).~~
~~Lease expenses under capital leases were accounted as interest expenses for $~~83 ~~and $112~~ ~~for the three and six months ended on June 30, 2022, respectively.~~
Lease expenses under capital leases
Operating leases Capital leases
Year ending December 31:
2022 895 2,193
2023 588 777
2024 124 60
Thereafter 41 15
Total minimum lease payments 1,648 3,045
Less: Amounts representing interest not yet incurred 252
Present value of capital lease obligations 2,792
Less: Current portion 2,701
Long-term portion of capital lease obligations 91
~~Litigation~~
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. There are currently no material legal proceedings against the Company, and the Company is not aware of investigations being conducted by a governmental entity into the Company. The Company does not disclose litigation with a remote possibility of an unfavorable outcome.
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13. Share based compensation expenses
Stock-based compensation expense is allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, for third-party consultants. The following table summarizes total stock-based compensation expense by account for the three and six months ended June 30, ~~2022,~~2023 and ~~2021.~~2022.
Schedule of stock-based compensation expenses
Three Months Ended June 30, Six Months Ended June 30,
Three Months Ended June 30,

Six Months Ended June 30,

2022 2021 2022 2021 2023 2022 2023 2022
Cost of revenue 2 5 12 17 1 2 3 12
Research and development 34 71 98 307 (7 ) 34 25 98
Sales and marketing 161 47 343 214 (1 ) 161 25 343
SEPA financial expenses —   —   186 —
General and administrative 804 423 1,799 1,593 139 804 410 1,799
Total Share based compensation expenses, net 1,001 546 2,252 2,131 133 1,001 649 2,252
Of which related to shares to consultants not issued and adjustments for shares price at issuance 224 —   304 —
Of which related to shares not issued for services rendered during the period, accrued as Account payables 34 224 34 304
2023 Omnibus Incentive Plan
The Company adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) under which the Company may issue equity incentives to selected employees, officers, and director of the Company. The 2023 Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.
Under the 2023 Plan, stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Awards for employee vest 25% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. Awards for independent board member vest ratably each quarter over the ensuing 4-quarter period. The maximum term for stock options granted under the 2023 Plan might not exceed ten years from the date of grant.
Upon original approval, the Company reserved 1,200,000 shares of the Company’s Class A common stock for issuance under the 2023 Plan, no equity incentives have been issued as of June 30, 2023, under the 2023 Plan.
14. Net Loss Per Share - Dilutive outstanding shares
The following potentially dilutive outstanding shares (considering a retroactive application of the conversion ratio) were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.
Schedule of dilutive outstanding shares

Three months ended
June 30,

Six months ended
June 30,

2023 2022 2023 2022
2020 Equity Incentive Plan 145,311 147,097 145,311 147,097
Public Warrants 168,728 154,728 168,728 154,728
Convertible Notes * 276,228 864,397 276,228 864,397
Convertible Notes Warrants 40,000 30,000 40,000 30,000
GRNV Sponsor Private Warrants 28,000 42,000 28,000 42,000
Class B Common Shares - Held in escrow for indemnification purpose —   32,000 —   32,000
2020 CEO Performance Award 12,000 12,000 12,000 12,000
2021 Omnibus Plan 4,125 7,375 4,125 7,375
Common Stocks to be issued outside equity incentive Plans 299,013 3,112 299,013 3,112
Warrants issued to Bod members 159,324 —   159,324 —
Total number of Common Shares not included in the EPS Basic and diluted 1,132,729 1,292,709 1,132,729 1,292,709
Schedule of dilutive outstanding shares

Three months ended
June 30,

Six months ended
June 30,

2022 2021 2022 2021
2020 Equity Incentive Plan 7,354,869 7,409,701 7,354,869 7,409,701
Public Warrants 7,736,416 —   7,736,416 —
Convertible Notes * 43,219,831 —   43,219,831 —
Convertible Notes Warrants 1,500,000 —   1,500,000 —
GRNV Sponsor Private Warrants 2,100,000 —   2,100,000 —
Class B Common Shares - Held in escrow for indemnification purpose 1,600,000 —   1,600,000 —
2020 CEO Performance Award 600,000 600,000 600,000 600,000
2021 Omnibus Plan 368,750 —   368,750 —
Common Stocks to be issued outside equity incentive Plans 155,620 —   155,620 —
Convertible Preferred Stock Series B —   1,313,753 —   1,313,753
Equity Award for Non-employees with Performance condition not satisfied 343,419 —   343,419
Total number of Common Shares not included in the EPS Basic and diluted 64,635,486 9,666,873 64,635,486 9,666,873
* The number of Common Shares presented is based on the principal plus accumulated interests outstanding as of ~~6.30.2022~~6.30.2023 divided by ~~$0.61 (92.5% of~~ the ~~lowest DVWAP of the Class A Common Stock during the five consecutive trading days immediately preceding 6.30.22)~~related Floor Prices.
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15. Segment and geographic information
The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from operations.
Schedule of segment Revenue and Cost of revenue
Schedule of segment revenue and cost of revenue

Three Months Ended
June 30,

Six Months Ended
June 30,

Three Months Ended
June 30,

Six Months Ended
June 30,

2022 2021 2022 2021 2023 2022 2023 2022
Revenue
Mobility 2,716 2,982 4,293 3,997 1,694 2,716 3,272 4,293
Live 1,489 —   3,145 —
Media 1,521 1,489 3,608 3,145
All Other 153 —   232 —   280 153 534 232
Total Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997 $ 3,495 $ 4,358 $ 7,414 $ 7,670

Cost of revenue
Mobility (5,019 ) (6,073 ) (9,657 ) (10,577 ) (7,220 ) (5,019 ) (11,817 ) (9,657 )
Live (4,675 ) —   (10,950 ) —
Media (4,296 ) (4,675 ) (9,906 ) (10,950 )
All Other (574 ) —   (999 ) —   (1,006 ) (574 ) (1,855 ) (999 )
Total Cost of revenue $ (10,267 ) $ (6,073 ) $ (21,606 ) $ (10,577 ) $ (12,522 ) $ (10,267 ) $ (23,579 ) $ (21,606 )

Reconciling Items:
Impairment of Assets (16,444 ) —   (16,444 ) —
General and administrative (6,436 ) (2,638 ) (13,115 ) (6,592 ) (5,239 ) (6,436 ) (11,471 ) (13,115 )
Sales and marketing (3,415 ) (1,275 ) (6,013 ) (2,408 ) (925 ) (3,415 ) (2,164 ) (6,013 )
Research and development (638 ) (588 ) (1,382 ) (1,164 ) (766 ) (638 ) (1,610 ) (1,382 )
Loss from operations $ (16,398 ) $ (7,592 ) $ (34,447 ) $ (16,744 ) $ (32,402 ) $ (16,398 ) $ (47,864 ) $ (34,447 )

Revenue by geography is based on where a trip was completed, or media content occurred. The following table set forth revenue by geographic area for the three and six months ended June 30, ~~2022,~~2023 and ~~2021.~~2022.
Schedule of Revenue by geography
Schedule of revenue by geography

Three Months Ended
June 30,

Six Months Ended
June 30,

Three Months Ended
June 30,

Six Months Ended
June 30,

2022 2021 2022 2021 2023 2022 2023 2022
Revenue
Italy 3,709 2,031 6,661 2,681 2,749 3,709 5,897 6,661
United States 649 951 1,009 1,316 746 649 1,517 1,009
All other countries —   —   —   —
Total Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997 $ 3,495 $ 4,358 $ 7,414 $ 7,670

Long-lived assets, net includes property and equipment, intangible assets, goodwill, and other assets. The following table ~~set~~sets forth long-lived assets, net by geographic area as of June 30, ~~2022,~~2023 and December 31, ~~2021.~~2022.

Schedule of intangible assets, goodwill and other assets
June 30, December 31, June 30, December 31,
Non-Current Assets 2022 2021 2023 2022
Italy $ 16,480 $ 17,905 $ 2,010 $ 5,575
United States 7,402 3,337 4,092 23,669
All other countries 176 184 542 665
Total Non-Current Assets $ 24,058 $ 21,426 $ 6,644 $ 29,909
~~16.~~ ~~Related Party Transactions~~
~~During the six months ended June 30, 2022, our majority shareholder and CEO has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $380~~ ~~through two Promissory Notes.~~
19
~~17.~~ ~~Subsequent Events~~
~~2021 Convertible Debts, conversion into Common Shares~~
~~From July 1, 2022, to the date of this prospectus, the Note Holder converted $4.6~~ ~~million (including $0.4~~ ~~million of interests) of the 2021 Convertible Notes into~~ ~~9,694,902~~ ~~of Class A Common Shares.~~
~~CEO Promissory notes, conversion into Common Shares~~
~~On July 20, 2022, the Company’s majority shareholder and CEO converted $0.2~~ ~~million of its Promissory Notes into~~ ~~327,425~~ ~~of Class A Common Shares.~~
~~Issuance of Note~~
~~On July 11, 2022, the Company issued a note to an investor in exchange for~~ 2 ~~million Euro (approximately $2 million). The note carries~~ ~~6.75% interest and mature in July 2027. The Company can redeem the note after December 15, 2023.~~
~~Issuance of Convertible Notes~~
On August 9, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note holder”), pursuant to the terms of the SPA, the Company issued to the Note holder a convertible note in the principal amount of $3 million. The convertible notes mature on the one-year anniversary date of their issuance and bears interest at a rate of 5% per annum. In case of an event of default under the convertible notes, the interest rate increases to 15% per annum. The conversion terms and conditions of the Convertible note are the same agreed for 2021 and 2022 Convertible Notes.
20

16. Related Party Transactions
CEO conversion of deferred salaries
During the six months ended June 30, 2023, our majority shareholder and CEO converted a portion of his deferred salaries, totaling $78, into 13,000 Class A Common Shares, with no gain or loss recorded.
Board member conversion of deferred salaries
During the six months ended June 30, 2023, two independent board members converted a portion of their deferred salaries, totaling $69, into 159,324 Warrants to purchase Class A Common Shareswith a strike price of $1.16 and 5-years fromissuance as expiration date. The conversion did not generate any gain or loss.
During the six months ended June 30, 2023, one independent board members who served as consultant before joining the Board converted portion of his previous invoices, totaling $90, into 59,524 Class A Common Shares, generating a gain for the Company amounted to $25 recorded as Sales and Marketing.
CEO Purchase of Series B Preferred Stock
On March 13, 2023, the Company issued 3,000 Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $0.5. Series B had no voting rights, except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder of Company’s Series B was required to vote any proposal for a reverse stock split on a “mirrored” basis. This meant that the Series B holder was required to cast their votes “For” and “Against” each such proposal in the same proportions as the holders of Company’s Class A Common shares eligible and voting at the Special Meeting cast their votes, in the aggregate. On March 30, 2023, the Company’s Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share. As of March 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.
Related party shipping
During the three months ended June 30, 2023, the Company recorded as Cost of Revenues $56 for shipping services provided by a related party. In detail, the service provider is a Company whose CEO is a parent of the CEO of micromobility.com.
17. Subsequent Events
Nasdaq delisting letter
On August 4, 2023, the Company received a Staff Delisting Determination letter from the Nasdaq Listing Qualifications Department, advising the Company that as of August 4, 2023, the Company’s class A common stock had a closing bid price of $0.10 or less for at least ten consecutive trading days and is subject to Nasdaq Listing Rule 5810(c)(3)(A)(iii). The Company filed an appeal on August 11, 2023 with The Nasdaq Capital Market and has been given a hearing date for October 12, 2023. Until that date, the Company’s public status will remain unchanged.
2023 SEPA and Convertible debts repayment
From July 1, 2023, to date, the Company delivered Advance Notices under the March 2023 SEPA, for the sale of 81,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $7,530 of which $2,684 was used for repaying Convertible debts.
Conversion of Class B Common shares
On August 12, 2023, the 284,518 shares of Class B common stock automatically converted into 284,518 shares of Class A common stock. On August 12, 2021, the Company issued the Class B Common Shares with the clause of an automatic conversion into Class A Common Shares on the second anniversary of the issuance (August 12, 2023).
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with ~~its~~our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to ~~its~~our plans and strategy for ~~its~~our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding Forward-Looking Statements” and ~~“Risk~~“Riskl Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
The following discussion refers to the financial results of ~~Helbiz,~~micromobility.com, Inc., for the ~~three and~~ six months ended June 30, ~~2022,~~2023, and ~~2021.~~2022. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references ~~refers~~refer to ~~Helbiz~~micromobility.com, Inc. and ~~its~~our affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.
Overview
micromobility.com, Inc. (formerly known as Helbiz, ~~Inc. (and~~Inc, and, together with its subsidiaries, ~~where applicable, “Helbiz”~~“micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with ~~its~~ headquarter in New York, New York. ~~We are~~The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.
Founded on proprietary technology platforms, the Company’s core business is the offering of electric ~~scooters bikes and mopeds~~vehicles in the sharing environment. Through its Mobility App, ~~we offer~~the Company offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. ~~We currently have electric vehicles~~Additionally, the Company is operating ~~in the United States and Europe.~~
~~Starting from the second half of 2021, we expanded our product offerings through~~ two other business lines: (i) the acquisition, commercialization and distribution of media ~~contents~~content including live sport events, ~~such as the Italian Serie B Soccer League. This revenue stream is supported by Helbiz Live App, which is separated from the Mobility App,~~ and (ii) food delivery services through a ~~delivery-only~~ “ghost kitchen” ~~restaurant concept that specializes~~concept.
The Company currently has a strategic footprint with offices in ~~preparing healthy-inspired, high-quality, fresh, made-to-order meals, in Milan.~~New York, Los Angeles, Milan, and Belgrade, with additional operational teams around the world. The ~~service is fully integrated~~Company currently has electric vehicles operating in the United States and Europe.
Recent events
On March 30, 2023, the Company held a special meeting of stockholders at which the Company’s stockholders approved a proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock (the “Reverse Stock Split”).
On March 30, 2023, the Company’s Board of Directors approved a one-for-fifty (1:50) reverse split of the Company’s issued and outstanding shares of common stock and a change in name from “Helbiz, Inc.” to “micromobility.com, Inc.” (the “Company Name Change”). On March 30, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its Restated Certificate of Incorporation to effect the Reverse Stock Split and the Company Name Change. The Reverse Stock Split became effective on March 30, 2023.
As a result of the effectiveness of the Reverse Stock Split, every fifty shares of the Company’s issued and outstanding common stock were automatically combined, converted and changed into one share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. No fractional shares have been issued in connection with the Reverse Stock Split, any fractional shares resultant from the Reverse Stock Split have been rounded up to the next whole share.
On June 15, 2023 and June 28, 2023, the Company received communications from the main live content provider, LNPB (Lega Nazionale Professionisti Serie B), notifying the early termination of the agreements related to the commercialization and broadcast of the Italian Serie B content.
22
Consolidated Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage of our net revenue for those periods. Percentages presented in the following tables may not sum due to rounding.
Comparison of the Three and Six Months June 30, 2023 and 2022
The following table summarizes our consolidated results of operations for the three and six months ended June 30, 2023, and for the three and six months ended June 30, 2022, respectively:
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenue $ 3,495 $ 4,358 $ 7,414 $ 7,670
Operating expenses:
Cost of revenue 12,522 10,267 23,589 21,606
General and administrative 5,239 6,436 11,471 13,115
Sales and marketing 925 3,415 2,164 6,013
Research and development 766 638 1,610 1,382
Impairment of assets 16,444 —   16,444 —
Total operating expenses 35,897 20,756 55,278 42,116

Loss from operations (32,402 ) (16,398 ) (47,864 ) (34,447 )
Total non-operating income (expenses), net (1,783 ) (3,335 ) (5,871 ) (4,679 )
    Income Taxes (34 ) (7 ) (37 ) (12 )
Net loss $ (34,219 ) $ (19,740 ) $ (53,773 ) $ (39,137 )
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenue 100 % 100 % 100 % 100 %
Operating expenses:
Cost of revenue (1) 358 % 236 % 318 % 282 %
General and administrative (1) 150 % 148 % 155 % 171 %
Sales and marketing (1) 26 % 78 % 29 % 78 %
Research and development (1) 22 % 15 % 22 % 18 %
Impairment of assets 471 % —   222 % —
Total operating expenses 1,027 % 476 % 746 % 549 %

Loss from operations (927 )% (376 )% (646 )% (449 )%
Total non-operating income (expenses), net (51 )% (77 )% (79 )% (61 )%
    Income Taxes (1 )% (0 )% (0 )% (0 )%
Net loss $ (979 )% $ (453 )% $ (725 )% $ (510 )%
(1) Includes stock-based compensation for employees and services received, as follows
Stock-based Compensation

Three Months Ended June 30,

Six Months Ended June 30,

2023 2022 2023 2022
Cost of revenue 1 2 3 12
Research and development (7 ) 34 25 98
Sales and marketing (1 ) 161 25 343
Non-operating (income) expenses, net —   —   186 —
General and administrative 139 804 410 1,799
Total Share based compensation expenses, net 133 1,001 649 2,252
Net Revenues
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 % Change 2023 2022 % Change
Mobility Revenues $ 1,694 $ 2,716 (38 )% $ 3,272 $ 4,293 (24 )%
       Pay per ride 1,385 2,187 (37 )% 2,577 3,392 (24 )%
       Mobility Subscriptions 249 360 (31 )% 584 648 (10 )%
       Partnerships fees 59 169 (65 )% 110 $ 253 (57 )%
Media Revenues $ 1,521 $ 1,489 2 % $ 3,608 $ 3,145 15 %
      Commercialization of Media rights (B2B) 815 1,052 (23 )% 2,122 2,348 (10 )%
      Advertising fees 102 156 (35 )% 197 206 (4 )%
      Live subscriptions (B2C) 604 281 115 % 1,289 591 118 %
Other Revenues $ 280 $ 153 83 % $ 534 $ 232 130 %
Total Revenues $ 3,495 $ 4,358 (20 )% $ 7,414 $ 7,670 (3 )%
Total revenue decreased by $863, or 20%, for the three months ended June 30, 2023, compared with the three months ended June 30, 2023, and decreased by $256, or 3% for the six months ended June 30, 2023, compared with the three months ended June 30, 2022. This decrease was primarily due to the decrease of mobility revenues.
Mobility ~~App.~~revenues
Mobility revenues decreased by $1,021, or 24%, in the six months ended June 30, 2023 compared with six months ended June 30, 2022 and decreased by $1,022, or 38%, from 2,716 for the three months ended June 30, 2022, to $1,694 for the three months ended June 30, 2023. As shown in the paragraph Mobility - Key Financial Measures and Indicators, Trips and QAPUs decreased in the mobility business in the periods analyzed. The decreases are explained by the Company’s strategy to decrease the operating cash used by the micro-mobility business in order to achieve the goal of becoming cash positive which resulted in closing some of the operating markets.
Media revenues
Media revenues increased by $463, or 15%, in the six months ended June 30, 2023 compared with six months ended June 30, 2022 and increased by $32, or 2%, from $1,489 for the three months ended June 30, 2022, to $1,521 for the three months ended June 30, 2023. The increases for the three and six months can be mainly explained by the increase in Live subscribers which drove the increase in Live subscription revenues.
On June 15, 2023 and June 28, 2023, the Company received communications from the main live content provider, LNPB (Lega Nazionale Professionisti Serie B), notifying the early termination of the agreements related to the commercialize and broadcast of the Italian Serie B content. As a result, the Company foresees a decrease of Media revenues in the next periods, considering that Commercialization of Media rights (B2B) was related to one of the LNPB agreements.
Cost of Revenues
Three months ended June 30, Six months ended June 30,
2023 2022 % Change 2023 2022 % Change
Mobility - Cost of revenues $ 7,220 $ 5,019 44 % $ 11,827 $ 9,657 22 %
Of which Amortization, Depreciation and write-off 4,610 1,257 267 % 6,190 2,428 155 %
Media - Cost of revenues 4,296 4,675 (8 )% 9,906 10,950 (10 )%
Of which content licensing 3,198 3,473 (8 )% 7,449 7,983 (7 )%
Other - Cost of revenues 1,006 574 75 % 1,855 999 86 %
Total - Cost of revenues 12,522 10,268 22 % 23,589 21,606 9 %
24
Cost of Revenue increased by $2,254 or 22% and by 1,983, or 9% in the three and six months ended June 30, 2023 compared with three and six months ended June 30, 2022. The increases are mainly explained by the vehicle deposit write-offs of $3,021 recorded in the three months ended June 30, 2023.
Mobility Cost of revenues
As explained above, the Mobility Cost of Revenues for the three and six months ended June 30, 2023 are highly impacted by the vehicle deposit write-offs. Removing the write-offs of $3,021 would result in a $831 or 17% and $862 or 9%, decreases of the Mobility Cost of revenues for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022.
The Mobility Cost of revenues decreases resulted from the removal of the non-recurring write-off are explained by the Company’s strategy to decrease the operating cash used by the micro-mobility business in order to achieve the goal of becoming cash positive which resulted in closing some of the operating markets.
Media Cost of revenues
Cost of Revenues related to Media decreased by $379, or 8%, and by $1,044, or 10%, in the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, respectively. The decrease was mainly driven by the decrease in media content acquired during the period, in line with the Company’s strategy to decrease the operating cash used by the media business. Additionally, following the early termination of the LNPB agreements the Company foresees a significant decrease of Media Cost of revenues in the next periods; considering that during three and six months ended June 30, 2023, LNPB expenses recorded as Media Cost of revenues amounted to $3,307 and $7,358, respectively.
Sales and marketing

Three months ended
June 30,

Six months ended
June 30,

2023 2022 % Change 2023 2022 % Change
Sales and marketing $ 925 $ 3,415 (73 )% $ 2,164 $ 6,013 (64 )%
Sales and marketing expenses decreased by $2,490 or 73%, and by $3,849 or 64% in the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, respectively.
The decreases are explained by the Company’s strategy to decrease the Company’s operating cash burn.
Research and Development

Three months ended
June 30,

Six months ended
June 30,

2023 2022 % Change 2023 2022 % Change
Research and development $ 766 $ 638 20 % $ 1,610 $ 1,382 16 %
Research and Development expenses increased by $128 or 20%, and by $228 or 16% in the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, respectively. Such increase is mainly driven by the Wheels IT engineering team.
General and Administrative

Three months ended
June 30,

Six months ended
June 30,

2023 2022 % Change 2023 2022 % Change
General and administrative $ 5,239 $ 6,436 (19 )% $ 11,471 $ 13,115 (13 )%
Of which Stock-based Compensation 139 804 (83 )% 410 1,799 (77 )%
25
General and Administrative expenses decreased by $1,197 or 19%, and by $1,644 or 13% in the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, respectively.
One of the main drivers of such decreases are the reduction of stock- based compensation by $665 or 83% and $1,389 or 77% in the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022, respectively.
Impairment of Assets
During the three months ended June 30, 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying values. The decline in the Company’s market capitalization was the main impairment indicator. The Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the net carrying value of Goodwill of $13,826 and Intangible assets of $2,619, which are included within Impairment of assets in the condensed consolidated statements of operations.
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.
The table below shows the Impairment of assets composition for the three and six months ended June 30, 2023.

Three months ended
June 30,

Six months
ended
June 30,

2023 2023
Goodwill $ 13,826 $ 13,826
Intangible assets, net 2,618 2,618
Total Impairment of assets $ 16,444 $ 16,444
Total non-operating income (expense), net

Three months ended
June 30,

Six months ended
June 30,

2023 2022 % Change 2023 2022 % Change

Interest expense, net $ (1,865 ) $ (1,512 ) 23 % $ (3,566 ) $ (3,492 ) 2 %
Change in fair value of warrant liabilities 24 441 (95 )% 58 1,386 (96 )%
Gain (loss) on extinguishment of financial debts 431 (2,065 ) (121 )% 431 (2,065 ) (121 )%
SEPA financial income (expenses), net (495 ) —   —   (2,703 ) —   —
Other income (expenses), net 122 (199 ) (161 )% (90 ) (507 ) (82 )%
Total non-operating income (expenses), net $ (1,783 ) $ (3,334 ) (47 )% $ (5,871 ) $ (4,679 ) 25 %
Non-operating income (expense), net decreased by 47% or $1,552 comparing the three months ended June 30, 2023 with the three months ended June 30, 2022; and increased by 25% or $1,192 comparing the six months ended June 30, 2023 with the six months ended June 30, 2022.
Interest expenses, net
Interest expenses increased by $353, or 23%, from $1,1512 for the three months ended June 30, 2022, to $1,865 for the three months ended June 30, 2023, and by $74, or 2%, from $3,492 for the six months ended June 30, 2022, to $3,566 for the six months ended June 30, 2023. Such increase is mainly driven by the 10% redemption premium interest, partially compensated by the decrease of the financial debts.
Gain (loss) on extinguishment of financial debts
Loss on extinguishment of debt amounted to $2,065 for the three and six months ended June 30, 2022 while a gain of $431 was recorded for the three and six months ended June 30, 2023. The 2023 gain is composed by two different transactions with E-scooters lessors:
a) a gain of $637 was for a waiver received from the lessor of 2,950 E-scooters. In detail, the Company and the financial institution agreed to waive all the overdue invoices by paying only the bargain purchase option;
b) a loss of $206 mainly for penalties related to the early termination of a finance lease agreement. In detail, the Company acquired the 800 E-scooters under finance lease, prior to the expiration date of the lease pursuant to a Termination Agreement.
The loss recorded in 2022 is related to the 2021 Convertible debt amendment which has been considered as an extinguishment of the original 2021 Convertible Notes.
SEPA financial income (expenses), net
At inception of the two 2023 SEPAs the legal and Commitment fees amounted to $1,611 have been recorded as SEPA financial expenses. The Company also recorded as SEPA financial income (expenses), net, the difference between the purchase price of each Advance Notice delivered to YA II PN (92% or 95% of the Market Price), Ltd and the fair value of the Class A Common Shares issued to YA II PN, Ltd on the date of the Advance Notice.
Mobility - Key Financial Measures and Indicators
Quarterly Active Platform Users.    We define QAPUs as the number of unique users who completed a ride on our platform at least once in three months. While a unique user can use multiple product offerings on our platform in a given quarter, that unique user is counted as only one QAPU. We use QAPUs to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the markets in which we operate.

21
Trips.    We define Trips as the number of completed rides in a given period. To further clarify, a single-use ~~Helbiz~~ ride is recognized as a unique “Trip” upon completion of each ride. We believe that Trips is a useful metric to measure the scale and usage of our platform.
27
Active Markets.    We track the number of active markets (cities) that we operate in. ~~We believe that increasing the markets for expansion is fundamental to the success of our core business for the foreseeable future.~~
~~Italian licenses~~Italy
We are a substantial operator in Italy in the micro-mobility environment, based on number of licenses awarded, and number of vehicles authorized. During the six months ended June 30, ~~2022,~~2023, we provided sharing electric mobility services in the following ~~Italian~~ cities:
•        ~~E-scooter:~~ Rome, Milan, Turin, Naples, Parma, Palermo, ~~Collegno,~~ Pisa, Modena, Ravenna, ~~Latina, Pescara,~~ Bari, ~~Ferrara,~~ Fiumicino, ~~Montesilvano,~~San Benedetto del Tronto, Grottammare, Cesena ~~Reggio Emilia, Frosinone, Catania~~ and ~~San Giovanni Teatino; and~~
•        ~~E-moped:~~ ~~Milan, Turin, Florence, Genova, and Pescara.~~Catania;
United States ~~licenses~~of America
During the six months ended June 30, ~~2022,~~2023, we provided ~~the following~~sharing electric mobility services in the following ~~U.S.~~ cities:
•        ~~E-scooter services~~~~: Washington (D.C.)~~ Los Angeles, (California), Sacramento, (California), ~~Charlotte (North Carolina),~~ Santa ~~Barbara~~Monica (California), ~~Miami (Florida)~~Austin (Texas), ~~Jacksonville~~Honolulu (Hawaii), Orlando (Florida), Miami Lakes (Florida), Miami Dade (Florida), ~~Oklahoma City (Oklahoma)~~University of Massachusetts (Massachusetts), Bowling Green (Kentucky) and ~~Durham (North Carolina);~~
•         ~~E-bike services~~~~: Miami Lakes (Florida)~~
~~Consolidated Results of Operations~~
The following tables set forth our results of operations for the periods presented and as a percentage of our net revenue for those periods. Percentages presented in the following tables may not sum due to rounding.
~~Comparison of the Three and Six Months June 30, 2022 and 2021~~
~~The following table summarizes our consolidated results of operations for the three and six months ended June 30, 2022, and for the three and six months ended June 30, 2021, respectively:~~
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Revenue $ 4,358 $ 2,982 $ 7,670 $ 3,997
Operating expenses:
Cost of revenue 10,267 6,073 21,606 10,577
General and administrative 6,436 2,638 13,115 6,592
Sales and marketing 3,415 1,275 6,013 2,408
Research and development 638 588 1,382 1,164
Total operating expenses 20,756 10,574 42,116 20,741

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

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

Loss from operations (376 )% (255 )% (449 )% (419 )%
Total non-operating income (expenses), net (77 )% (19 )% (61 )% (136 )%
    Income Taxes (0 )% (1 )% (0 )% (1 )%
Net loss $ (453 )% $ (274 )% $ (510 )% $ (556 )%
~~(1)~~ ~~Includes stock-based compensation for employees and services received, as follows~~
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Stock-based compensation
Cost of revenue $ 2 $ 5 $ 12 $ 17
General and administrative 804 423 1,799 1,593
Sales and marketing 161 47 343 214
Research and development 34 71 98 307
Total Stock- based compensation expenses $ 1,001 $ 546 $ 2,252 $ 2,131
~~Net Revenue~~
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 % Change 2022 2021 % Change
Mobility Revenues $ 2,716 $ 2,982 (9 )% $ 4,293 $ 3,997 7 %
       Pay per ride 2,187 2,304 (5 )% 3,392 3,099 9 %
       Mobility Subscriptions 360 451 (20 )% 648 615 5 %
       Partnerships fees 169 227 (26 )% 253 $ 283 (11 )%
Media Revenues $ 1,489 $ —   100 % $ 3,145 $ —   100 %
      Commercialization of Media rights (B2B) 1,052 —   100 % 2,348 —   100 %
      Advertising fees 156 —   100 % 206 —   100 %
      Live subscriptions (B2C) 281 —   100 % 591 —   100 %
Other Revenues $ 153 $ —   69 % $ 232 $ —   100 %
Total Revenues $ 4,358 $ 2,982 46 % $ 7,670 $ 3,997 92 %
23
Total revenue increased by $1,367, or 46%, for the three months ended June 30, 2022, compared with the three months ended June 30, 2021, and increased by $3,673, or 92% for the six months ended June 30, 2022, compared with the three months ended June 30, 2021. This increase was primarily due to the media revenues related to the commercialization of media rights.
~~Mobility revenues~~
Mobility revenues increased by $296, or 7%, in the six months ended June 30, 2022 compared with six months ended June 30, 2021 and decreased by $266, or 9%, from 2,982 for the three months ended June 30, 2021, to $2,716 for the three months ended June 30, 2022. As shown in the paragraph ~~Mobility - Key Financial Measures and Indicators,~~ ~~Trips and QAPUs increased in the mobility business in all the periods analyzed.~~
~~Foreign Exchange Impact on Mobility Revenue~~
The general strengthening of the U.S. dollar against the Euro in the three and six months ended on June 30, 2022 compared to the same period in 2021 had an unfavorable impact on revenue. If we had translated mobility revenue for the three and six months ended on June 30, 2022 using the prior year's monthly average exchange rates for our revenue in Euro, our total mobility revenue would have been $2,941 and $4,628, respectively. Using these constant rates, mobility revenue would have been $225 and $335 higher than actual mobility revenue, respectively, for the three and six months ended on June 30, 2022.
~~Media revenues~~
Helbiz Media revenues are related to the launch of the new business line, which occurred in August 2021. During the three and six months ended June 30, 2022, Media generated, respectively, revenues amounted to $1,489 and $3,145. We recorded respectively Revenues for $1,052 and $2,348 from the international commercialization and distribution of media contents to media partners, in the Business to Business (“B2B") environment, and $281 and $591 from Helbiz Live monthly and yearly subscriptions.
~~Cost of Revenues~~
Three months ended June 30, Six months ended June 30,
2022 2021 % Change 2022 2021 % Change
Mobility - Cost of revenues $ 5,019 $ 6,073 (17 )% $ 9,657 $ 10,577 (9 )%
Of which Amortization, Depreciation and write-off 1,257 2,173 (42 )% 2,428 3,569 (32 )%
Of which Stock-based Compensation 2 5 (60 )% 12 17 (12 )%
Media - Cost of revenues 4,675 —   100 % 10,959 —   100 %
   Of which content licensing 3,473 —   100 % 7,983 —   100 %
Other - Cost of revenues 574 —   100 % 999 —   100 %
Total - Cost of revenues 10,268 6,073 69 % 21,606 10,577 104 %
Cost of Revenue increased by $4,195 or 69% and by 11,029, or 104% in the three and six months ended June 30, 2022 compared with three and six months ended June 30, 2021. The increase is mainly explained by the Media business and its content licensing expenses, which contributed to Cost of revenue for $3,473 and $7,983 in the three and six months ended June 30, 2022, respectively.
Cost of Revenues related to Mobility decreased by $1,054, or 17%, and by $920, or 9%, in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively. The decrease is mainly driven by the decrease in Depreciation, Amortization and write-off expenses, one of the main drivers of Cost of Revenue related to Mobility, which decreased by $916, or 42%, and by $1,141, or 32%, in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively.
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~~General and Administrative~~

Three months ended
June 30,

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

Three months ended
June 30,

Six months ended
June 30,
2022 2021 % Change 2022 2021 % Change
Sales and marketing $ 3,415 $ 1,275 168 % $ 6,013 $ 2,408 150 %
Of which Stock-based Compensation 161 47 243 % 343 214 60 %
~~Sales and marketing expenses increased by $2,140 or 168%, and by $3,605 or 150% in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively.~~
~~The increase is in line with our strategy focused on significant investment in advertising, promotional and business development initiatives.~~
~~Research and Development~~

Three months ended
June 30,

Six months ended
June 30,
2022 2021 % Change 2022 2021 % Change
Research and development $ 638 $ 588 9 % $ 1,382 $ 1,164 19 %
Of which Stock-based Compensation 34 71 (52 )% 98 307 (68 )%
Research and Development expenses increased by $50 or 9%, and by $218 or 19% in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively. Such increase is mainly driven by the continuous investments in the in-house IT engineering team, who had successfully integrated Helbiz Kitchen into the Mobility App and developed Helbiz Live App/platform.
25
~~Total non-operating income (expense), net~~

Three months ended
June 30,

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

Interest expense $ (1,512 ) $ (566 ) 167 % $ (3,492 ) $ (1,064 ) 228 %
Fair value adjustments $ 441 $ —   100 % $ 1,386 $ (4,128 ) (134 )%
Loss on extinguishment of debts (2,065 ) —   100 % (2,065 ) —   100 %
Other financial  income (expense) $ (198 ) $ 12 (1,753 )% $ (508 ) $ (260 ) 95 %
Total other income (expense), net $ (3,334 ) $ (554 ) 502 % $ (4,679 ) $ (5,452 ) (14 )%
~~Interest expenses~~
Interest expenses increased by $946, or 167%, from $566 for the three months ended June 30, 2021, to $1,512 for the three months ended June 30, 2022, and by $2,428, or 228%, from $1,064 for the six months ended June 30, 2021, to $3,492 for the six months ended June 30, 2022. Such increase is mainly driven by the 5% interests’ expenses and amortization of debt discounts related to the 2021 and 2022 Convertible notes, amounted to $810 and $2,194 during the three and six months ended June 30, 2022, respectively.
~~Change in fair value of warrant liabilities~~
Fair value adjustments amounted to $441 and $1,386 for the three and six months ended June 30, 2022, is related to the fair value adjustment for 2,100,000 GVAC Sponsor Private Warrants. The mentioned positive fair value adjustment is mainly driven by the decrease of the market price.
~~Loss on extinguishment of debt~~
Loss on extinguishment of debt amounted to $2,065 for the three and six months ended June 30, 2022. The amount is related to the 2021 Convertible debt amendment which has been considered as an extinguishment of the original 2021 Convertible Notes. On April 15, 2022 (amendment date) the net carrying value of the original 2021 Convertible Notes have been derecognized and the amended 2021 Convertible Notes have been recorded at their fair values on the date of the amendment. The difference between the two amounts, amounted to $2,065, has been recorded in the ~~statements of operations as~~ ~~Loss on extinguishment of debt.~~St. John University (New York).
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue to have, an ongoing need to raise additional cash from outside sources to fund our operations and expand ~~its~~our business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support our cost structure.
As of June 30, ~~2022,~~2023, our principal sources of liquidity were cash and cash equivalents of ~~$2,480,~~$512, excluding restricted cash of ~~$110 (included in Other Assets) and $193~~$688 (included in prepaid and other current assets)~~. Cash~~ and ~~cash equivalents consisted of bank deposits in U.S. Dollar and Euro.~~SEPA agreement entered during the six months ended June 30, 2023.
- On March 8, 2023, the Company entered into another Standby Equity Purchase Agreement (“2023 March SEPA”) with 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. To request a purchase, the Company submits an Advance Notice to YA specifying the number of shares, it intends to sell.
We collect the fees from riders using a third-party processing payment provider. ~~In detail, we~~We collect the fees between 2 to 5 days after the completion of the ride. We also collect charges and fees from partners for specific advertising or co-branding activities, within 30 days from the events. ~~Additionally, Helbiz Live media operators pay Helbiz Media within 60 days for the international audiovisual rights.~~
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We plan to continue to fund our operations and expansion plan, including the new business lines through debt and equity financing, for the next twelve months. ~~As a result, we decided to take the following actions during July and the first half of August 2022:~~
- In July 2022, we issued a note to an investor in exchange for 2 million Euro (approximately $2 million). The note carries 6.75% interest and mature in July 2027. The Company can redeem the note after December 15, 2023.
- In August 2022, we entered into a Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note holder”). Pursuant to the terms of the SPA, we issued a convertible note in the principal amount of $3 million; we received proceeds for $3 million. The convertible note carries 5.00% interest and mature in August 2023.
We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations, including the new business lines. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
Cash Flows
The following table summarizes our cash flows activities:
June 30, 2022 June 30, 2021 June 30, 2023 June 30, 2022

Net cash used in operating activities $ (23,206 ) $ (10,613 ) $ (21,836 ) $ (23,206 )
Net cash used in investing activities (4,703 ) (7,208 ) (514 ) (4,703 )
Net cash provided by financing activities 9,133 21,456
Net cash provided (used) by financing activities 22,006 (9,133 )
Effect of exchange rate changes 306 (39 ) 809 306
Net (decrease) increase in cash, cash equivalents and restricted cash $ (18,470 ) $ 3,596 $ 464 $ (18,470 )
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Operating Activities
During the six months ended June 30, ~~2022,~~2023, operating activities used ~~$23,206~~$21,836 of cash, resulting from our net loss of ~~$39,137,~~$53,773, partially offset by net changes in operating assets and liabilities for ~~$7,554~~$6,677 and non-cash expenses for ~~$8,375.~~$25,261.
Net changes in operating assets and liabilities consisted primarily in the decrease in prepaid assets for $4,737, increase in accounts payable for ~~$3,935,~~$2,744, decrease in accounts receivable of $748, and decrease in Other Assets of $49, partially offset by the ~~increase~~decrease in accrued expenses and other current liabilities of ~~$2,263,~~$1,598 and ~~the~~ decrease in ~~prepaid assets for $2,617, partially offset by the increase in accounts receivable~~other non-current liabilities of ~~$1,337.~~$4.
Non-cash expenses are mainly related to: (i) ~~equity-based compensation for $2,252, (ii) depreciation, amortization,~~Impairment and loss on disposal of Assets for $20,006, (ii) depreciation and amortization, of assets for ~~$2,777,~~$3,561, (iii) non-cash interest expenses for ~~$2,971,~~$1,186, (iv) amortization of ROU Assets for $889, and ~~(iv) loss on extinguishment of debts~~(v) Share based compensation for ~~$2,065,~~$615, partially offset by (v) changes in fair value of financial instruments for ~~$1,386~~$59 and (vi) ~~changes in fair value~~Gain/Loss on extinguishment of ~~accounts payable~~debts for ~~$304.~~$431.
Investing Activities
During the six months ended June 30, ~~2022,~~2023, investing activities used ~~$4,703~~$514 of cash. ~~We paid approximately $3 million to vehicle manufacturers as~~The Company invested $279 in purchase of property, equipment and deposits, ~~for e-bikes, e-scooters~~ and ~~e-mopeds. Those vehicles are expected to be delivered through all the year. Additionally, we paid a deposit~~$235 in purchase of ~~$1,000 for entering into a Letter of Intent with Wheels Labs, Inc., and we invested $0.1 million in operating licenses, categorized as~~ intangible assets.
Financing Activities
During the six months ended June 30, ~~2022,~~2023, financing activities provided ~~$9,133~~$22,006 of cash, mostly proceeds from the issuance of common stock for $31,732 under SEPA agreements, and financial liabilities for ~~$10,628 mainly related to the issuance of the 2022 Convertible Notes,~~$4,642, partially offset by the repayment of financial liabilities for ~~$1,495.~~$14,368.
Indebtedness
The following table summarizes our indebtedness as of June 30, ~~2022:~~2023:

As of
June 30, 2022

Current Financial Liabilities and Capital leases $ 30,807
Current portion of financial Debts 30,294
   Of which related to Convertible debts 25,419
Other current financial liabilities 303
GVAC Sponsor Private Warrants 210
Non-Current Financial Liabilities 17,557
Secured Long Term Loan 13,889
Long-term Loans, net 3,668
Total Financial Liabilities, and Capital leases and liability Warrant $ 48,364
Weighted Average Interest Rate Maturity Date June 30, 2023
Convertible debts, net 9 % 2023 5,649
Secured loan, net 13 % 2023 14,544
Unsecured loans, net 8 % Various 10,586
Warrants liabilities N/A —   26
Other financial liabilities N/A Various 1,071
Total Financial Liabilities, net 31,877
Of which classified as Current Financial Liabilities, net 25,156
Of which classified as Non-Current Financial Liabilities, net 6,721

As of June 30, 2023, the Company categorized as convertible debts the following instruments issued to YA II, Ltd. (the “Note Holder”): a) one convertible note issued in 2022 (“2022 Convertible debts”) under a Securities Purchase Agreement and b) a convertible promissory note issued on March 8, 2023 under a Standby Equity Purchase Agreement (“January 2023 SEPA”) dated January 24, 2023 (“2023 SEPA Convertible note”).
2022 Convertible debts
As a result of the below conversion and repayments, on June 30, 2023, the Company had $1,202 as outstanding principal and accumulated interests.
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~~Equity warrants~~Repayments
As of June 30, 2022, the Company has the following outstanding warrants classified as equity component: 7,736,416 Public Warrants and 1,500,000 Convertible Note Warrants. On April 15, 2022, the Company issued 500,000 Convertible Note Warrants to buy 500,000 Class A common shares with an exercise price of $3.00 per share, at closing date and five years as expiration date. Additionally, on April 15, 2022 the Company amended the previously issued 1,000,000 Convertible Note Warrants by reducing the exercise price from $20.00 to $3.00.
~~Common Stock~~
As of June 30, 2022, the Company’s charter authorized the issuance of up to 285,774,102 of Class A common shares of common stock at $0.0001 par value per share, 14,225,898 of Class B common shares of common stock at $0.00001 par value per share and 100,000,000 shares of preferred stock at $0.00001 par value per share.
Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. On August 12, 2021, an aggregate of 1,600,000 shares of Helbiz Class B common stock issuable to the Helbiz CEO and Founder, Salvatore Palella, were deposited into a third-party escrow account to serve as Helbiz’s exclusive security for the Founder’s obligation to indemnify Helbiz under the Merger Agreement. The survival period for such indemnification is 12 months.
On April 15, 2022, Helbiz CEO and Founder, Salvatore Palella entered into a Pledge Agreement in favor of the Convertible Note Holder (YA II, Ltd.). The agreement grants the Convertible Note Holder a first priority security interest and pledge in at least $7,000,000 shares of Class B Common Stock that are owned by the CEO of the Company as security for the Company’s obligations under the 2021 and 2022 Convertible Notes SPAs.
~~Related Party Transactions~~
During the six months ended June 30, 2023, the Company partially repaid in cash the 2022 ~~our majority shareholder~~Convertible Notes for a cumulative payment of $9,228 (of which $8,047 was principal, $294 was accumulated interest, and ~~CEO~~$887 was redemption premium interest).
Conversion into Class A Common Shares
During the six months ended June 30, 2023, the Company issued 103,689 Class A Common Shares in satisfaction of conversion requests of $1,296 in principal and interest.
2022 SEPA Convertible Note
On December 1, 2022, the Company issued a Convertible Promissory Note (“2022 SEPA Convertible Note”) to the Note Holder pursuant to the SEPA dated October 31, 2022. The 2022 SEPA Convertible Note had a principal amount of $5,000 with 10% issuance discount, as maturity date of January 31, 2023, a 0% annual interest rate and a 15% annual default interest rate. During the three months ended March 31, 2023, the Company completed the repayment initiated in 2022 by cash payments amounted to $4,210.
As a result of the mentioned re-payments on June 30, 2023, the Company has ~~lent Helbiz, funds on an interest-free basis for cumulative gross proceeds~~no outstanding principal or accumulated interest under the 2022 SEPA Convertible Note.
2023 SEPA Convertible Note
On March 8, 2023, the Company issued a Convertible Promissory Note (“2023 SEPA Convertible Note”) to the Note Holder pursuant to the SEPA dated January 24, 2023. The 2023 SEPA Convertible Note had a principal amount of ~~$380~~$4,500 with 10% issuance discount, a maturity date of September 15, 2023, a 5% annual interest rate and a 15% annual default interest rate. The 2023 SEPA Convertible Note shall be convertible into shares of the Company’s Class A common shares at a Fixed Conversion Price of $25.
The Company has the option to repay the 2023 SEPA Convertible Note through ~~two Promissory Notes.~~the following or a combination of the two:
- repay in cash the 2023 SEPA Convertible Note on or before the Maturity date,
~~Contractual Obligations and Commitments~~
- repay the 2023 SEPA Convertible Note by submitting one or a series of Advance Notices under the SEPA entered in January 2023, on or before the Maturity date. If any time during while the 2023 SEPA Convertible Note is outstanding, the Company delivers an Advance Notice under the January 2023 SEPA, at least one half of the proceeds of any such Advance Notice shall be used as an Advance Repayment or for the repayment of other amounts due from the Company to the Holder, unless waived by the Note Holder.
The Company has also the option to redeem the 2023 SEPA Convertible Note (“redemption option”), provided that the trading price of the Company’s Class A Common Shares is less than the fixed Conversion Price of $25.
Leases liabilities
~~The Company~~We entered into various non-cancellable operating and finance lease agreements for office facilities, ~~e-mopeds~~permit and brand licensing, e-scooter leases, corporate vehicles’ licensing, and corporate housing ~~entered by the Company~~ with lease periods expiring through ~~2024.~~2028. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. The terms of the leases provide for payments on a monthly basis and sometimes on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Lease expenses under operating leases were $746 and $1,484 for
During the three ~~and six~~ months ended on June 30, ~~2022, respectively; and $657 and $1,119 for the three and six months ended on June 30, 2021, respectively.~~
~~Additionally,~~2023, the Company entered into ~~various non-cancellable capital~~an agreement with the financial institution who leased the 2,950 E-scooters. Based on the agreement, the Parties agreed to waive all the overdue invoices by paying only the bargain purchase option. The Company recorded a gain of $637 for the waiver.
During the three months ended June 30, 2023, the Company terminated one finance lease ~~agreements for 3,750 eScooters~~agreement and ~~R&D equipment with financial institution. The three agreements have a total present value~~acquired the 800 E-scooters prior to the expiration date of the ~~obligations~~lease pursuant to a Termination Agreement. The Company recorded a loss amounted to ~~$2,792 of which $2,649 is~~$206 for penalties related to the ~~3,750 eScooters~~early termination and $143 is related to the R&D equipment. The capital lease agreements for the 3,750 eScooters have a duration between 12 to 18 months while the R&D equipment agreement has a duration of 36 months. The eScooters/R&D equipment under the lease are collateral for the lease obligations and are included within property, plant and equipment on the condensed consolidated balance sheet as of June 30, 2022 (Refer to ~~Note. 7 Property, equipment and deposits, net~~ ~~for further information).~~
~~Lease expenses under capital leases were accounted as interest expenses for $83 and $112 for the three and six months ended on June 30, 2022, respectively.~~
Operating leases Capital leases
Year ending December 31:
2022 895 2,193
2023 588 777
2024 124 60
Thereafter 41 15
Total minimum lease payments 1,648 3,045
Less: Amounts representing interest not yet incurred 252
Present value of capital lease obligations 2,792
Less: Current portion 2,701
Long-term portion of capital lease obligations 91
late payments.
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Future annual minimum lease payments as of June 30, 2023, are as follows:

Leases
Year ending December 31, Operating Finance
2023 $ 822 $ 413
2024 479 60
2025 340 15
Thereafter 403 —
Total minimum lease payments $ 2,044 $ 488
Less: Amounts representing interest not yet incurred (8 )
Present value of finance lease obligations 480
Less: Current portion 436
Long-term portion of finance lease obligations 44
Securities outstanding as of June 30, 2023
As of June 30, 2023, we had the following outstanding securities:
June 30, 2023
Class A Common Shares 49,041,609
Class B Common Shares 284,518
Total Common Shares outstanding 49,326,127
Public Warrants 196,728
Convertible Note Warrants 40,000
Board of Directors Warrants 159,324
2020 Equity Incentive Plan (Stock Options) 145,311
2020 CEO Performance (Stock Options) 12,000
2021 Omnibus Plan (Stock Options) 4,125
Total Warrants and Stock Options outstanding 557,488
Common Shares
As of June 30, 2023, the Company’s charter authorized the issuance of up to 285,774,102 shares of Class A common stock, $0.00001 par value per share, 14,225,898 of Class B common shares of common stock at $0.00001 par value per share, and 100,000,000 shares of preferred stock at $0.00001 par value per share.
Media rights – Purchase Commitments
During 2021, the Company ~~decided to enter~~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~~LNPB, ESPN and MLB.
On June 15, 2023 and June 28, 2023, the ~~payment of certain fees and contain renewal and escalation clauses. The terms~~Company received communications from LNPB, the main live content provider, notifying the early termination of the agreements ~~provide for payments on a periodical basis~~related to the commercialization and ~~on a graduated scale.~~broadcast of the LNPB contents. The communications also requested the immediate payment of the invoices overdue amounting to $11,269. The Company ~~recognizes expense on~~continues to have dialogue with respect to a ~~straight-line basis over~~payment plan with the ~~agreement period and has accrued for expense incurred but not paid.~~LNPB.
~~Future~~
31
Considering the early termination of the LNPB agreements, future annual minimum payments related to Media rights’ agreements as of June 30, ~~2022,~~2023, are as follows. ~~All~~

Amount
Year ending December 31:
2023 – Of which $11,269 related to LNPB invoices $ 11,411
2024 77
Total $ 11,488
Related Party Transactions
CEO conversion of deferred salaries
During the ~~agreements are~~six months ended June 30, 2023, our majority shareholder and CEO converted a portion of his deferred salaries, totaling $78, into 13,000 Class A Common Shares.
Board member conversion of deferred salaries
During the six months ended June 30, 2023, two independent board members converted a portion of their deferred salaries, totaling $69, into 159,324 Warrants to purchase Class A Common Shares with a strike price of $1.16 and 5-years fromissuance as expiration date.
During the six months ended June 30, 2023, one independent board members who served as consultant before joining the Board converted portion of his previous invoices, totaling $90, into 59,524 Class A Common Shares, generating a gain for the Company amounted to $25.
CEO Purchase of Series B Preferred Stock
On March 13, 2023, the Company issued 3,000 Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $0.5. Series B had no voting rights, except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder of Company’s Series B was required to vote any proposal for a reverse stock split on a “mirrored” basis. This meant that the Series B holder was required to cast their votes “For” and “Against” each such proposal in ~~Euro,~~the same proportions as the holders of Company’s Class A Common shares eligible and voting at the Special Meeting cast their votes, in ~~order to calculate~~ the ~~future annual minimum payments,~~aggregate. On March 30, 2023, the ~~Euro payments are exchanged in Dollar using~~Company’s Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share. As of March 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.
Related party shipping
During the three months ended June ~~2022 average exchange rate.~~
Amount
Year ending December 31:
2022 $ 12,501
2023 18,672
2024 9,722
Thereafter —
Total $ 40,895
~~Content licensing expenses,~~30, 2023, the Company recorded as Cost of Revenues ~~were $4,660 and $10,923~~ $56 for shipping services provided by a related party. In detail, the ~~three and six months ended on June 30, 2022.~~
~~Miami FC – Sponsorship Commitments~~
~~The~~service provider is a Company ~~entered into an agreement with Miami FC for the sponsorship of four United Soccer League (“USL”) Championship Seasons. The agreement expires upon the conclusion~~whose CEO is a parent of the Miami FC’s 2023 USL Championship season. The Company may terminate the agreement, with at least 180 days’ notice, if the Company ceases operations in the South Florida Market or if the United Soccer League Championship is terminated or reduces its scheduleCEO of ~~games per season to 30 or less.~~micromobility.com.
~~Future annual minimum sponsorship payments as of June 30, 2022, are as follows:~~
Amount
Year ending December 31:
2022 $ 525
2023 650
2024 —
Thereafter —
Total $ 1,175
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
~~While our~~ Our significant accounting policies are described in greater detail in Note 2,3, “Summary of Significant Accounting Policies and Use of Estimates” to our consolidated financial statements as of December 31, ~~2021~~2022 and in Note 3, “Summary of Significant Accounting Policies and Use of Estimates” to our condensed consolidated financial statements as of June 30, ~~2022 included elsewhere in this prospectus, we~~2023. We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our condensed consolidated financial statements.
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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.
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.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to use such extended transition period which means that when a standard is issued or revised and we have different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Off-Balance Sheet Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
~~Recent~~ Accounting ~~Pronouncements~~Pronouncement Adopted in the Current Year
~~Refer~~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 ~~Note 3. Summary~~use a current expected credit loss methodology to measure impairments of ~~Significant Accounting Policies~~certain financial assets and ~~Use~~to recognize an allowance for its estimate of ~~Estimates included in Notes~~lifetime expected credit losses. The main objective of this update is to ~~Condensed Consolidated Financial Statement.~~
30
~~Accounting Pronouncements Issued but Not Yet Adopted~~
~~Refer~~provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to ~~Note 3. Summary~~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. Effective January 1, 2023, we adopted ASU 2016-13 on a prospective basis. The impact of ~~Significant Accounting Policies and Use~~adoption of ~~Estimates included in Notes to Condensed Consolidated Financial Statement.~~this standard on our condensed consolidated financial statements was not material.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, ~~2022.~~2023. Based on such evaluation, due to a material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Material Weakness

Our management’s conclusion that our disclosure controls and procedures were ineffective was due to the identification of a material weakness in our internal control over financial reporting in connection with the preparation of our Financial Statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following material weakness in our internal control over financial reporting:

· We have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules to ensure the company's books and records are maintained in accordance with U.S. GAAP.

Notwithstanding the identified material weakness, management believes that the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we expect to make changes to our internal control over financial reporting in the future to remediate the material weakness identified above.

3134

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we ~~may become~~are involved in legal proceedings arising in the ordinary course of ~~business. There~~business, and we may continue to be involved in such legal proceedings. Currently, there are ~~currently no material legal proceedings~~several product liability claims against us none of which, other than as discussed below, is material by itself. If several of these claims were to be decided against our interest or ~~that have been~~if our product liability insurance were not to cover several of these claims, we might need to divert resources from our operations to pay for such claims, and our results of operations would be correspondingly affected.
The claims against us that we deem as potentially material are:
We were served with a claim against us by the sponsor of the special purpose acquisition company with which we merged in August 2021 for an alleged failure to timely register shares of our Class A common stock. We are assessing the best methods to proceed in connection with this claim; and
We have entered into a settlement agreement with a party that had a claim against us from prior to our acquisition of Wheels. Under the terms of the settlement agreement, we are ~~not aware~~to pay a total of ~~investigations being conducted by~~$675,000 in seven monthly payments ending in November 2023.
Our subsidiary, Wheels, has been named in various lawsuits related to the use of Wheels’s vehicles in U.S. cities and in certain matters involving California Labor Code violations and the classification of individuals as independent contractors rather than employees. We have estimated the range of loss for the Wheels legal contingencies accrued as between $585,000 to $3.8 million which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage.
As of June 30, 2023, we concluded that certain losses on litigations were probable and reasonable estimable. As a ~~governmental entity into~~result, we recorded an aggregate of approximately $2,591,000 in our ~~company.~~unaudited interim financial statement for the period ended June 30, 2023 as “Accruals” for legal contingencies.
Item 1A. Risk Factors

AsAlthough as a Smaller Reporting Company we are not required to provide this ~~information.~~information, we refer you to the sections of our annual report on Form 10-K and our registration statement on Form S-3 entitled “Risk Factors”. In addition to the risk factors contained in those documents and in our other filings with the U.S. Securities and Exchange Commission available on its Edgar filing website, we would like to draw your attention to the following risks:
We have hyper-diluted our shareholders’ ownership position, and we may continue to do so.
We operate at a loss and have needed to raise capital to continue to fund operations. Many of these capital raises have been in the form of equity offerings, including hybrid offerings such as debt that is convertible into shares of our common stock. Each such equity raise diluted the economic ownership and voting power of our shareholders of Class A Common Stock prior to such raise. In the aggregate these equity raises were the primary reason that:
• the total outstanding shares of our class A common stock increased from approximately 325,800 at December 31, 2021 to 130,726,127 at August 14, 2023;
• in the three months ended June 30, 2023, the total outstanding shares of our class A common stock increased from 5,624,297 to 49,041,609; and
• since the end of our most recent fiscal quarter on June 30 to the date hereof, the number of our outstanding shares of Class A common stock has increased 167% from 49,041,609 to 130,726,127
We expect that we will need to obtain additional equity financing to fund our operations. Such financings may be on terms that continue to result in significant dilution to shareholders, in per share value and/or voting power, or that result in shareholders losing all of their investment in the Company. Such financings may be at prices substantially below our per share price or our per share net tangible book value.
35
The market price of shares of our Class A Common Stock has dropped dramatically and may continue to do so.
The market value of a share of our Class A Common Stock has dropped dramatically. By way of example:
• When we conducted our business combination and ceased to be a Special Purpose Acquisition Corporation in August 2021, each share of Class Common Stock had a value of approximately $500 per share. As of August 11, 2023, the closing price for a share of our Class A Common Stock was approximately $0.071 per share; and
• The closing price of a share of our Class A Common Stock on June 30, 2022 was $32.50 and fell to $0.113 by June 30, 2023.
This dramatic decrease in in the per share price of our common stock is due to multiple factors including the hyper dilution of our Class A Common Stock, our inability to increase our revenues as anticipated or to operate at a profit, our inability to execute our business plan as envisioned and a negative market perception of the operation and viability of our enterprise. If the per share price of our Class A Common Stock further deteriorates, the value of any investment you have made, or may make, in our Company will correspondingly decline.
We have few shareholders with significant ownership positions, and it could become difficult to find a sufficient number of shareholders to obtain approval for actions requiring shareholder approval or to obtain a quorum to hold shareholder meetings.
As of August 14, 2023, no shareholder individually, or to our knowledge in a group, owns more than 2% of our common stock (excluding warrants and convertible securities for which the exercise price or conversion price exceeds our current market price). As a result, we will need to conduct an extensive proxy campaign to ensure that we receive more than 50% of the votes of the common stock for any matter requiring more than 50% of the vote of the common stock, and such a campaign may not be successful. For those matters that only require a majority of the votes attending a shareholder meeting, we may have difficulty obtaining a quorum. Our bylaws and Delaware law require a quorum of 33.33% to conduct a shareholder meeting. Because of our diverse and retail-centered shareholder base, we may only be able to obtain a quorum after an extensive and expensive proxy campaign, if we can obtain a quorum at all. Our ability to obtain a quorum could be adversely affected by any additional issuances of common stock as a part of equity capital raises.
.
If we are unable to obtain a quorum, we may be unable to take necessary corporate actions without creating additional classes of preferred stock with preferred voting power. Any such issuance of preferred stock with preferred voting power would decrease the ability of our common stockholders to control management and, in most instances, would violate Nasdaq’s continued listing standards and would lead to the delisting of our Class A common shares from the Nasdaq Capital Market.
We have received multiple letters from Nasdaq stating that we are not in compliance with their continued listing requirements, and we might not be able to regain compliance or may cease to be in compliance with additional listing requirements. If as a result of the non-compliance Nasdaq delists our Class A Common Stock, the liquidity and market price of our Class A Common Stock could decline or cease to exist.
Our Class A Common Stock is currently listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy certain continued listing requirements. If we are deficient in maintaining the necessary listing requirements, our common stock may be delisted.
We have received multiple letters from Nasdaq indicating that we are not in compliance with their continued listing requirements, including:
•
On August 4, 2023, we received a Staff Delisting Determination letter from the Nasdaq Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq"), advising us that as of August 4, 2023, our class A common stock had a closing bid price of $0.10 or less for at least ten consecutive trading days and is subject to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Price Stocks Rule"). Accordingly, unless we request an appeal of this Staff Delisting Determination, the Staff has advised us that our class A common stock will be scheduled for delisting from The Nasdaq Capital Market on August 15, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove our class A common stock from listing and registration on Nasdaq.
• On June 15, 2023, we received a letter from the Staff indicating we were not in compliance with the continued listing requirement that we maintain a minimum bid price of $1.00 per share. We have 180 days from receipt of such notice (until December 12, 2023) to remedy such non-compliance. To regain compliance, the Company must maintain a closing bid price of $1.00 or more for ten consecutive business days. In the event we do not regain compliance within the 180-day period, our Class A Common Stock and publicly traded warrants may be subject to delisting.
• On May 2, 2023 we received a letter from Nasdaq indicating we were not in compliance with their continued listing requirement that we maintain a market value for our shares of Class A Common Stock together with our publicly traded warrants in excess of $35 million. We have 180 days from receipt of such notice (until October 30, 2023) to remedy such non-compliance, unless such period is extended at Nasdaq’s discretion. To regain compliance, our Class A Common Stock together with our publicly traded warrants must be valued at over $35 million or more for ten consecutive business days.
If Nasdaq after the applicable compliance periods proceeds to delisting and we are not able to remedy the non-compliance, Nasdaq would delist our common stock from trading on its exchange. If we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on the OTCQB or the “pink sheets.” If this occurs, we could face material adverse consequences, including:
• a limited availability of market quotations for our securities;
• reduced liquidity for our securities;
• a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
• a limited amount of news and analyst coverage; and
• a decreased ability to issue additional securities or obtain additional financing in the future.
If we are delisted and are unable to have our securities quoted on the OTCQB or “pink sheets” or similar bulletin board, our shareholders would not be able to resell their securities in a public market.
36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~From July 1, 2022, to~~There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the ~~date of this prospectus, we issued 9,694,902 shares of Class A common stock as conversion of 2021 Convertible Notes.~~
~~On August 1, 2022, we issued 383,509 shares of Class A common stock in exchange for services, primarily legal~~U.S. Securities and marketing, provided by third-parties. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.Exchange Commission.
~~On July 20, 2022, the Company’s majority shareholder and CEO converted $0.2 million of its Promissory Notes into 327,425 of Class A Common Shares, issued on August 1, 2022.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

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

* Filed herewith.

** Furnished herewith.
32

SIGNATURES

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

~~Helbiz,~~micromobility.com, Inc.

Date:August ~~15, 2022~~[--], 2023 By: /s/ Salvatore Palella
Name: Salvatore Palella
Title: Chief Executive Officer

Date:August ~~15, 2022~~[--], 2023 By: /s/ Giulio Profumo
Name: Giulio Profumo
Title: Chief Financial Officer

33


		Class A Common Stock				Class B Common Stock				Accumulated			Accumulated Other Comprehensive (Loss)			TOTAL STOCKHOLDERS’
		Shares		Amount		Shares		Amount		Deficit			Income			DEFICIT
Balance as of April 1, 2023	—	—	5,624,297	$	173,889		284,518	$	—	$	(209,496	)	$	(3,151	)	$	(38,758	)
Issuance of common shares – for Advance Notices under SEPA			43,157,584		13,627		—		—		—			—			13,627
Issuance of common shares - for Settlement of Payroll Liabilities			42,515		104		—		—		—			—			104
Issuance of warrants - for Settlement of Account payables			—		69		—		—		—			—			69
Issuance of common shares - for Settlement of Account Payables			195,162		250		—		—		—			—			250
Share based compensation			22,051		99		—		—		—			—			99
Changes in currency translation adjustment			—		—		—		—		—			998			998
Net loss	—	—	—		—		—		—		(34,219	)		—			(32,219	)
Balance as of June 30, 2023	—	—	49,041,609	$	188,038		284,518	$	—	$	(243,715	)	$	(2,153	)	$	(57,830	)


	SERIES B –PREFERRED			SERIES A – CONVERTIBLE PREFERRED			Class A Common Stock				Class B Common Stock				Accumulated			Accumulated Other Comprehensive			TOTAL STOCKHOLDERS’
	STOCK			STOCK			Shares		Amount		Shares		Amount		Deficit			(Loss) Income			DEFICIT
Balance as of January 1, 2023 (Retroactive application of the reverse split ratio 1:50)	$	—		$	945			3,264,576	$	152,996		284,518	$	—	$	(189,942	)	$	(2,904	)		(39,850	)
Issuance of common shares – for Advance Notices under SEPA		—			—			45,258,102		31,732		—		—		—			—			31,732
Issuance of common shares – for Conversion of Convertible Notes		—			—			103,689		1,296		—		—		—			—			1,296
Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks		—			(945	)		135,645		945		—		—		—			—			945
Issuance of common shares – for purchasing Intangible Assets		—			—			6,869		50		—		—		—			—			50
Issuance of common shares – for settlement of Payroll liabilities		—			—			55,515		182		—		—		—			—			182
Issuance of common shares - for Settlement of Account payables		—			—			101,000		151		—		—		—			—			151
Issuance of warrants - for Settlement of Account payables		—			—			—		69		—		—		—			—			69
Share based compensation		—			—			116,213		615		—		—		—			—			615
Issuance of Series B Preferred Stock		0			—			—		—		—		—		—			—			0
Redemption of Series B Preferred Stock		(0	)		—			—		—		—		—		—			—			(0	)
Changes in currency translation adjustment		—			—			—		—		—		—		—			751			751
Net loss		—			—			—		—		—		—		(53,773	)		—			(53,773	)
Balance as of June 30, 2023	$	—		$	—			49,041,609		188,038		284,518	$	—	$	(243,715	)	$	(2,153	)	$	(57,830	)

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

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

Schedule of revenue recognition
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Mobility Revenues (ASC 842)	$	1,694	$	2,716	$	3,272	$	4,293
Pay per ride		1,385		2,187		2,577		3,392
Mobility Subscriptions		249		360		584		648
Partnerships fees		59		169		110	$	253
Media Revenues (ASC 606)	$	1,521	$	1,489	$	3,608	$	3,145
Commercialization of Media rights (B2B)		815		1,052		2,122		2,348
Advertising fees		102		156		197		206
Live subscriptions (B2C)		604		281		1,289		591
Other Revenues (ASC 606)	$	280	$	153	$	534	$	232
Total Revenues	$	3,495	$	4,358	$	7,414	$	7,670

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

Mobility	$	146		391		(345	)		192		165		1,260		(842	)		775
Media		—		—		—			—		—		—		—			—
Total	$	146	$	391	$	(345	)	$	192	$	165	$	1,260	$	(842	)	$	775

Deferred Income	January 1, 2022		FX Rate adj			Additions		Q1 2022 Revenue			March 31, 2022		FX Rate adj			Additions		Q2 2022 Revenue			June 30, 2022		January 1, 2023		FX Rate adj		Additions		Q1 2023 Revenue			March 31, 2023		FX Rate adj			Additions		Q2 2023 Revenue			June 30, 2023

Mobility	$	1,183		(19	)		347		(329	)		1,182		(33	)		592		(538	)		1,203	$	1,775		2		407		(423	)		1,761		1			558		(628	)		1,692
Media		402		(40	)		2,473		(316	)		2,519		(136	)		1,623		(1,558	)		2,448		1,272		19		1,832		(2,086	)		1,037		(4	)		488		(1,521	)		—
Total	$	1,585	$	(59	)	$	2,820	$	(645	)	$	3,701	$	(169	)	$	2,215	$	(2,096	)	$	3,651	$	3,047	$	21	$	2,239	$	(2,509	)	$	2,798	$	(3	)	$	1,046	$	(2,149	)	$	1,692

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

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

Schedule of Prepaid and other current assets
	June 30,		December 31,
	2023		2022
Restricted cash	$	688	$	276
Prepaid media rights		48		2,366
Prepaid insurances		372		1,809
Security deposits for leasing vehicles		—		883
Prepaid expenses		1,315		1,083
Total prepaid and other current assets	$	2,423	$	6,417

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

Schedule of property and equipment consist
	June 30,			December 31,
	2023			2022
Sharing electric vehicles	$	15,075		$	15,128
Of which under finance lease agreements		2,501			3,260
Furniture, fixtures, and equipment		1,629			1,411
Of which under finance lease agreements		177			177
Computers and software		1,050			1,045
Leasehold improvements		798			714
Total property and equipment, gross		18,552			18,298
Less: accumulated depreciation		(14,998	)		(12,136	)
Total property and equipment, net	$	3,555		$	6,162
Vehicle deposits		—			3,075
Total property, equipment and deposits, net	$	3,555		$	9,237

Schedule of consolidated income statement
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenues	$	4,338	$	1,008	$	5,688	$	1,947
Of which write-off of vehicle deposits		3,021		—		3,021		—
Research & Development		15		—		29	$	15
General & administrative		106	$	109		214	$	222
Total depreciation and loss on disposal expenses	$	4,458	$	1,117	$	5,931	$	2,184

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

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

Schedule of impairment of assets
	Three months ended June 30,		Six months ended June 30,
	2023		2023
Goodwill	$	13,826	$	13,826
Intangible assets, net		2,618		2,618
Total Impairment of assets	$	16,444	$	16,444

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

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

Schedule of accrued expenses and other current liabilities
	June 30,		December 31,
	2023		2022
Legal contingencies – refer to Note 11 Commitments and Contingencies	$	2,591	$	2,710
Payroll liabilities		3,248		2,693
Accrued expenses		2,115		2,369
Sales tax payables		440		1,113
Total accrued expenses and other current liabilities	$	8,394	$	8,885

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

Schedule of Warrants, classified as a liability
	June 30,		December 31,
	2022		2021
GRNV Sponsor Private Warrants		210		1,596
Total liability warrants	$	210	$	1,596

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

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

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

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

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

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

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

Schedule of financial liabilities
	Weighted Average Interest Rate			Maturity Date		June 30, 2023		December 31, 2022
Convertible debts, net		9	%		2023		5,649		14,372
Secured loan, net		13	%		2023		14,544		14,224
Unsecured loans, net		8	%		Various		10,586		10,935
Warrants liabilities		N/A			—		26		84
Other financial liabilities		N/A			Various		1,071		802
Total Financial Liabilities, net							31,877		40,418
Of which classified as Current Financial Liabilities, net							25,156		33,244
Of which classified as Non-Current Financial Liabilities, net							6,721		7,174

Schedule of interest expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Convertible debts	$	1,044	$	811	$	1,976	$	2,194
Secured loan		599		516		1,139		973
Unsecured loans		217		185		441		325
Other interest (income) expenses		6		—		11		—
Total Interest expenses, net	$	1,865	$	1,512	$	3,566	$	3,492

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

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

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

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

Schedule of operating lease expense
	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenues	$	395	$	471	$	781	$	879
General and administrative	$	261	$	275	$	556	$	605
Total Operating lease expenses	$	656	$	746	$	1,337	$	1,484

Schedule of finance lease expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenues	$	429	$	419	$	976	$	552
Research & Development	$	15	$	15	$	29	$	15
Total Operating expenses related to finance leases	$	444	$	434	$	1,005	$	567

Interest expenses		3		3		8		3
Gain (loss) on extinguishment of financial debts		431		—		431		—
Total Non - Operating expenses related to finance leases		434		3		439		3

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