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 SeptemberJune 30, 20192023

 

☐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

 

GREENVISION ACQUISITION CORPORATIONmicromobility.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.)

 

One Penn Plaza, 36th Floor

32 Old Slip, New York, NY 1001910005

(Address of principal executive offices)

 

(212) 786-7429(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
Units, each consisting of share ofClass A Common Stock, one redeemable warrant, and one right$0.00001 par value GRNVUMCOM The Nasdaq Stock Market LLC
Common Stock, $0.00001 par valueGRNVThe Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock GRNVWMCOMW The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one share of Common StockGRNVRThe 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☒   No  ☐

 

As of December 17, 2019, 7,187,500August 14, 2023, 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.

 

 

GREENVISION ACQUISITION CORP.MICROMOBILITY.COM, INC.

 

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBERJUNE 30, 2019 2023

 

TABLE OF CONTENTS

 

 Page
Part I. Financial Information2
Item 1. Unaudited Financial Statements2
Condensed Consolidated Balance SheetSheets as of June 30, 2023 (Unaudited) and December 31, 202212
Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2023 and 2022 (unaudited)23
Condensed StatementConsolidated Statements Changes in Stockholder’s EquityConvertible Preferred Stock and Stockholders’ Deficit for the six months ended June 30, 2023 and 2022 (unaudited)34
Condensed StatementConsolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)48
Notes to Unaudited Condensed Consolidated Financial Statements59
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations1322
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk1534
Item 4. Controls and Procedures1534
Part II. Other Information35
Item 1. Legal Proceedings35
Item 1A. Risk Factors35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds37
Item 3. Defaults Upon Senior Securities1637
Item 4. Mine Safety Disclosures37
Item 5. Other Information37
Item 6. Exhibits1738
Part III. Signatures1839

 

i

 

1 

 

PART I -1 – FINANCIAL INFORMATION

 

Item 1. Interim Financial Statements.

 

GREENVISION ACQUISITION CORP.Micromobility.com, Inc.

CONDENSED BALANCE SHEET(Formerly Helbiz, Inc.)

SEPTEMBER 30, 2019Condensed Consolidated Balance Sheets

(UNAUDITED)(in thousands, except share and per share data)

ASSETS   
Current asset - cash $316,555 
Deferred offering costs  119,345 
Total Assets $435,900 
     
LIABILITIES AND STOCKHOLDER’S EQUITY    
Current liabilities:    
Accrued expenses $974 
Promissory note – related party  411,000 
Total Current Liabilities  411,974 
     
Commitments    
     
Stockholder’s Equity    
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued or outstanding  — 
Common stock, $0.00001 par value; 300,000,000 shares authorized; 1,437,500 shares issued and outstanding(1)  14 
Additional paid-in capital  24,986 
Accumulated deficit  (1,074)
Total Stockholder’s Equity  23,926 
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY $435,900 

(1)Included an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

(unaudited)

       
  June 30,  December 31, 
  2023  2022 
ASSETS        
Current assets:        
Cash and cash equivalents $512  $429 
Accounts receivables    597   1,345 
VAT receivables  1,781   3,054 
Prepaid and other current assets  2,423   6,417 
Total current assets  5,313   11,245 
Goodwill  —     13,826 
Property, equipment and deposits, net  3,555   9,237 
Intangible assets, net  322   3,267 
Right of use assets  2,134   2,872 
Other assets  633   707 
TOTAL ASSETS $11,957  $41,154 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities:        
Accounts payable $13,265  $14,359 
Accounts payable related to media rights  11,269   7,732 
Accrued expenses and other current liabilities  8,377   8,885 
Deferred revenues  1,692   3,047 
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  61,232   70,732 
Other non-current liabilities  358   362 
Operating lease liabilities  1,432   1,719 
Finance lease liabilities  44   71 
Non-current financial liabilities, net  6,721   7,174 
TOTAL LIABILITIES  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; 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  (243,715)  (189,942)
Total Stockholders’ deficit  (57,830)  (39,850)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $11,957   41,154 

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


GREENVISION ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONSMicromobility.com, Inc.

FOR THE PERIOD FROM SEPTEMBER 11, 2019 (INCEPTION) THROUGH SEPTEMBER 30, 2019(Formerly Helbiz, Inc.)

(UNAUDITED)Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

 

Formation and operating costs $1,074 
Net Loss $(1,074)
     
Weighted average shares outstanding, basic and diluted(1)  1,250,000 
     
Basic and diluted net loss per common share $(0.00)
             
  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)
                 
Non-operating income (expenses), net                
Interest expense, net  (1,865)  (1,512)  (3,566)  (3,492)
Gain (loss) on extinguishment of financial debts  431   (2,065)  431   (2,065)
Change in fair value of warrant liabilities  24   441   58   1,386 
SEPA financial income (expenses), net  (495)  —     (2,703)  —   
Other income (expenses), net  122   (199)  (90)  (507)
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)
                 
Net loss per share attributable to common stockholders, basic and diluted $(1.45) $(28.41) $(3.70) $(60.32)
                 
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted  23,560,896   14,551,809   694,757   648,779 
                 
Net loss   (34,219)  (19,740)  (53,773)  (39,137)
                 
Other comprehensive (loss) income, net of tax:                
Changes in foreign currency translation adjustments  998   (206)  751   (529)
                 
Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents $(33,218) $(19,946) $(53,022) $(39,666)

(1)Excluded an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

 

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

3 

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)

 

2

                       
  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)

 

GREENVISION ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM SEPTEMBER 11, 2019 (INCEPTION) THROUGH SEPTEMBER 30, 2019

(UNAUDITED)

  Common Stock  Additional Paid  Accumulated  Total Stockholder’s 
  Shares  Amount  in Capital  Deficit  Equity 
Balance – September 11, 2019 (inception)  —  $—  $—  $—  $— 
                     
Issuance of common stock to Sponsor(1)  1,437,500   14   24,986   —   25,000 
                     
Net loss  —   —   —   (1,074)  (1,074)
                     
Balance – September 30, 2019  1,437,500  $14  $24,986  $(1,074) $23,926 

(1)Included an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5).

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


4 

GREENVISION ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

                            
  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)

FOR THE PERIOD FROM SEPTEMBER 11, 2019 (INCEPTION) THROUGH SEPTEMBER 30, 2019

(UNAUDITED)

 

Cash Flows from Operating Activities:   
Net loss $(1,074)
Changes in operating assets and liabilities:    
Accrued expenses  974 
Net cash used in operating activities  (100)
     
Cash Flows from Financing Activities:    
Proceeds from issuance of common stock to Sponsor  25,000 
Proceeds from promissory note – related party  411,000 
Payment of offering costs  (119,345)
Net cash provided by financing activities  316,655 
     
Net Change in Cash  316,555 
Cash – Beginning of period  — 
Cash – End of period $316,555 

 

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


GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

 

Note 1 — DescriptionMicromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of OrganizationConvertible Preferred Stock and Business OperationsStockholders’ 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)

 

GreenVision Acquisition Corp. (the

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.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(unaudited)

       
  Six months ended June 30, 
  2023  2022 
Operating activities        
Net loss $(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  3,561   2,661 
Loss on disposal of assets  3,054   116 
Non-cash interest expenses and amortization of debt discount  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  (59)  (1,386)
Changes in operating assets and liabilities:          
Accounts receivables  748   (1,337)
Prepaid and other assets  4,737   2,617 
Security deposits  49   (5)
Accounts payables  2,744   3,631 
Accrued expenses and other current liabilities  (1,598)  2,263 
Other non-current liabilities  (4)  83 
Net cash used in operating activities  (21,836)  (23,206)
         
Investing activities        
Purchase of property, equipment, and vehicle deposits  (279)  (3,586)
Purchase of intangible assets  (235)  (117)
Deposit for Letter of Intent  —     (1,000)
Net cash used in investing activities  (514)  (4,703)
         
Financing activities        
Proceeds from issuance of financial liabilities, net  4,642   10,248 
Repayment of financial liabilities  (14,368)  (1,495)
Proceeds from issuance of financial liabilities, due to related party - Officer      380 
Proceeds from sale of Class A common shares, net  31,732   —   
Net cash provided by financing activities  22,006   9,133 
         
         
Increase (decrease) in cash and cash equivalents, and restricted cash  (344)  (18,776)
Effect of exchange rate changes  809   306 
Net increase (decrease) in cash and cash equivalents, and restricted cash  464   (18,470)
Cash and cash equivalents, and restricted cash, beginning of year  736   21,253 
Cash and cash equivalents, and restricted cash, end of year $1,200  $2,783 
         
RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET        
Cash and cash equivalents  512   2,480 
Restricted cash, included in Current assets  688   193 
Restricted cash, included in Other assets, non-current      110 
Supplemental disclosure of cash flow information        
Cash paid for:        
Interest $2,334  $517 
Income taxes, net of refunds $37  $12 
Non-cash investing & financing activities        
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 
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 

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

8 

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, together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware on September 11, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on target businesses operating in North America, Europe and Asia (excluding China) in the life sciences and healthcare industries. The Company shall not undertake its initial Business Combination with any entityOctober 2015 with its principal business operationsheadquarters in China.New York, New York. The Company is an early stageintra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and emerging growth companysustainable forms of personal transportation, specifically addressing first and as such,last mile transport.

Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, the Company offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. Additionally, the Company is subject to alloperating two other business lines: (i) the acquisition and broadcasting of the risks associated with early stagemedia content including live sport event, and emerging growth companies.(ii) food delivery services.

As of September 30, 2019, the Company had not commenced any operations. All activity for the period from September 11, 2019 (inception) through September 30, 2019 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until aftercurrently has a strategic footprint with offices in New York, Los Angeles, Milan, and Belgrade, with additional operational teams around the completion of a Business Combination, at the earliest.world. The Company will generate non-operating incomecurrently has electric vehicles operating in the formUnited States and Europe.

Recent events

A reverse stock split of interest income from1:50 was approved by Company’s shareholders and Board of Directors. The Company’s financial statements were adjusted to reflect the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 18, 2019. On November 21, 2019, the Company consummated the Initial Public Offering of 5,750,000 units (the “Units” and, with respect to the shares of commonreverse stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 750,000 Units, generating gross proceeds of $57,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,100,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to GreenVision Capital Holding LLC (the “Sponsor”), generating gross proceeds of $2,100,000, which is described in Note 4.

Transaction costs amounted to $1,597,032, consisting of $1,150,000 of underwriting fees and $447,032 of other offering costs. In addition, $526,950 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Following the closing of the Initial Public Offering on November 21, 2019, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

split.

The Company’s management has broad discretion with respectBoard 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 specific applicationcommercializationand broadcast of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.Italian Serie B content.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights.


9 

GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Company will have until November 21, 2020 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by November 21, 2020, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $575,000 or $0.10 per Public Share, up to an aggregate of $1,150,000 or $0.20 per Public Share, on or prior to the date of the applicable deadline, for each three month extension.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants or rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor and insiders have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (c) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period.


GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

TheThese 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”) for interimand include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from remeasurement of foreign currency balances into U.S. dollars are included in the condensed consolidated statements of operations. For the foreign subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.

The condensed consolidated balance sheet as of December 31, 2022, included herein was derived from the audited financial statements as of that date. Certain information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnotenote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to thesuch rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include allregulations. As such, the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statementsincluded in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s prospectusaudited consolidated financial statements and the related notes thereto as of, and for its Initial Public Offering as filed with the SECyear ended, December 31, 2022, included in our Annual Report on November 20, 2019, as wellForm 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 Current Reports on Form 8-K, as filed with the SEC on November 21, 2019financial position, results of operations, comprehensive loss, stockholders’ equity, and November 27, 2019. The interim results for the period from September 11, 2019 (inception) through September 30, 2019cash flows, but are not necessarily indicative of the results of operations to be expected for the period from September 11, 2019 (inception) through December 31, 2019 oranticipated for any future periods.annual or interim period.

Emerging Growth Company

2. Going Concern and Management’s Plans

The Company ishas 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 expects to continue to have, an “emerging growth company,”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 defineda 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 Section 2(a)the normal course of business and, as such, the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it 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 proxyfinancial 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 classinclude any adjustments relating to the recoverability and classification of securities registered under the Exchange Act) are required to comply with the newrecorded amounts or revised financial accounting standards. The JOBS Act providesamounts and classification of liabilities 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. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,might be necessary should the Company 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 comparisonbe unable to continue in existence.

3. Summary of the Company’s 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.

Significant Accounting Policies and Use of Estimates

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP generally requires the Company’s management to make estimates and assumptions that affect the reported amountsamount of certain assets, liabilities, revenues, and liabilitiesexpenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include determination of fair values of warrant and financial instruments, purchase price allocation for business combinations, useful lives of intangible assets, property and equipment and valuation allowance for deferred income taxes.

Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

10 

Recent Accounting Pronouncements Adopted

In June 2016, the FASB issued ASU 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an entity to use a current expected credit loss methodology to measure impairments of certain financial assets and to recognize an allowance for its estimate of lifetime expected credit losses. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Effective January 1, 2023, we adopted ASU 2016-13 on a prospective basis. The impact of adoption of this standard on our condensed consolidated financial statements was not material.

4. Revenue Recognition

The table below shows the revenues breakdown for the three and six months ended on June 30, 2023 and on June 30, 2022.

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, 2023 to June 30, 2023.

Deferred Income January 1, 2023  FX Rate adj  Additions  Q1 2023 Revenue  March 31, 2023  FX Rate adj  Additions  Q2 2023 Revenue  June 30, 2023 
                            
Mobility $1,775   2   407   (423)  1,761   1   558   (628)  1,692 
Media  1,272   19   1,832   (2,086)  1,037   (4)  488   (1,521)  —   
Total $3,047  $21  $2,239  $(2,509) $2,798  $(3) $1,046  $(2,149) $1,692 

Deferred revenues related to prepaid customer wallets will be recorded as Mobility Revenues when riders take a ride.

As of June 30, 2023, Media Deferred Income was zero as a result of the early termination of the agreements entered into with LNPB for the commercialization of media rights.

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5. Prepaid and other current assets

Prepaid and other current assets consist of the following:

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 

6. Property, equipment and vehicle deposits, net

Property and equipment consist of the following:

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 

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 Impairment of assets composition for the three and six months ended June 30, 2023.

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. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:

 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 

Payroll liabilities and Accrued expenses presented in the table above are related to the normal course of business, while Sales tax payables and Legal contingencies are mainly related to liabilities arising from prior periods by Wheels Labs, Inc. (“Wheels”), an entity that we acquired in November 2022.

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9. Current and Non-current financial liabilities, net

The Company's Financial liabilities consisted of the following:

Schedule of financial liabilities            
  Weighted Average Interest Rate  Maturity Date  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 

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 

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.

Repayments

During the 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, 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 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 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 a combination of the 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 of the Company’s Class A Common Shares is less than the fixed Conversion Price of $25. 

15 

10. Leases

Operating leases

During the six months ended June 30, 2023, the Company entered into a 5-years lease agreement for a store located at 500 Broome Street, New York, NY; the cumulative lease commitment for the 5-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 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 provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.

 As of June 30, 2023 and December 31, 2022, the Company concluded that certain losses on litigations were probable and reasonable estimable; as a result, the Company 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 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 $3,784 which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage.

The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or possible; for these claims the range of potential loss is between 0 to $200.

17 

12. Standby Equity Purchase Agreements

During the 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 above classification of the 2023 SEPAs, at inception the Company expensed as SEPA’s transactions costs the legal and commitment fees that exceeded the fair value 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)95.0% 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 of the three consecutive trading days commencing on the trading day following the Company’s submission of an Advance Notice, or

(ii)92.0% of the Option 2 Market Price, which is the VWAP of the pricing period set out in the Advance Notice and consented to by YA II PN, Ltd.

At inception the Company did not identify any day one impact for the 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 June 30, 2023, the Company delivered multiple Advance Notices for the sale of 8,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $906.

18 

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, 2023 and 2022.

Schedule of stock-based compensation expenses                
  

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 
SEPA financial expenses  —     —     186   —   
General and administrative  139   804   410   1,799 
Total Share based compensation expenses, net  133   1,001   649   2,252 
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 financial statements and the reported amountsfirst anniversary of revenues and expenses during the reporting period.


GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of grant and ratably each month over the financial statements, which management considered in formulating its estimate, could change inensuing 36-month period. Awards for independent board member vest ratably each quarter over the nearensuing 4-quarter period. The maximum term due to one or more future confirming events. Accordingly,for stock options granted under the actual results could differ significantly2023 Plan might not exceed ten years from those estimates.the date of grant.

Cash and Cash Equivalents

TheUpon original approval, the Company considers all short-term investments with an original maturityreserved 1,200,000 shares of three months or less when purchased to be cash equivalents. The Company did notthe Company’s Class A common stock for issuance under the 2023 Plan, no equity incentives have any cash equivalentsbeen issued as of SeptemberJune 30, 2019.2023, under the 2023 Plan.

 

Deferred Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $1,597,032 were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The provision for income taxes was deemed to be immaterial for the period from September 11, 2019 (inception) through September 30, 2019.

14. Net Loss Per Common Share - Dilutive outstanding shares 

Net loss per share is computed by dividing net loss by the weighted average number ofThe following potentially dilutive outstanding shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 187,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). At September 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings(considering a retroactive application of the Company. As a result,conversion ratio) were excluded from the computation of diluted loss per share is the same as basicnet loss per share for the period presented.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 

*The number of Common Shares presented is based on the principal plus accumulated interests outstanding as of 6.30.2023 divided by the related Floor Prices.

19 

15. Segment and geographic information

The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from operations.

Schedule of segment revenue and cost of revenue            
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  2023  2022  2023  2022 
Revenue            
Mobility  1,694   2,716   3,272   4,293 
Media  1,521   1,489   3,608   3,145 
All Other  280   153   534   232 
Total Revenue $3,495  $4,358  $7,414  $7,670 
                 
Cost of revenue                
    Mobility  (7,220)  (5,019)  (11,817)  (9,657)
Media  (4,296)  (4,675)  (9,906)  (10,950)
All Other  (1,006)  (574)  (1,855)  (999)
Total Cost of revenue $(12,522) $(10,267) $(23,579) $(21,606)
                 
Reconciling Items:                
Impairment of Assets  (16,444)  —     (16,444)  —   
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)
Loss from operations $(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, 2023 and 2022.

 

Schedule of revenue by geography            
  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
  2023  2022  2023  2022 
Revenue            
Italy  2,749   3,709   5,897   6,661 
United States  746   649   1,517   1,009 
Total Revenue $3,495  $4,358  $7,414  $7,670 

Concentration

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

 

Schedule of intangible assets, goodwill and other assets      
  June 30,  December 31, 
Non-Current Assets 2023  2022 
Italy $2,010  $5,575 
United States  4,092   23,669 
All other countries  542   665 
Total Non-Current Assets $6,644  $29,909 

Financial instruments that potentially subject

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 concentrations$25 recorded as Sales and Marketing.

CEO Purchase of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2019,Series B Preferred Stock

On March 13, 2023, the Company has not experienced losses on this account and management believes the Company is not exposedissued 3,000 Series B Preferred Stock to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.


GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units, at $10.00 per Unit, which included the full exercise by the underwriter of its option to purchase an additional 750,000 Unit Each Unit consists of (i) one share of common stock, (ii) one reedemable warrant (“Public Warrant”) and (ii) one right to receive one-tenth of one share of common stock (“Public Right”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 2,100,000 Private Warrants at a price of $1.00 per Private Warrant,CEO for an aggregate purchase price of $2,100,000. Each Private Warrant is exercisable to purchase one$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 at an exercisehad a closing bid price of $11.50 per share,$0.10 or less for at least ten consecutive trading days and is subject to adjustment (see Note 7)Nasdaq Listing Rule 5810(c)(3)(A)(iii). IfThe 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 does not complete a Business Combination withindelivered Advance Notices under the Combination Period, the proceeds fromMarch 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 Private Warrants will be used to fund the redemption284,518 shares of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.

Note 5 — Related Party Transactions

Founder Shares

In September 2019, the Sponsor purchased 1,437,500 shares (the “Founder Shares”) of the Company’sClass B common stock for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering). The Sponsor subsequently transferred a total of 60,000 shares to two directors of the Company. As a result of the underwriter’s election to fully exercise its over-allotment option, 187,500 Founder Shares are no longer subject to forfeiture.

The Sponsor and each insider has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange theirautomatically converted into 284,518 shares of Class A common stock for cash, securities or other property.

Promissory Note — Related Party

stock. On September 16, 2019,August 12, 2021, the Company issued the Class B Common Shares with the clause of an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed an aggregate principal amount of $411,000. The Promissory Note was non-interest bearing and dueautomatic conversion into Class A Common Shares on the earlier of March 31, 2020 or the consummationsecond anniversary of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $411,000 were repaid upon the consummation of the Initial Public Offering on November 21, 2019.issuance (August 12, 2023).


GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be converted into private warrants of $1.00 per private warrant. These additional warrants would be identical to the Private Warrants.

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of 18 months to complete a Business Combination. In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or other insiders or their respective affiliate or designees must deposit into the Trust Account $575,000 or $0.10 per Public Share, up to an aggregate of $1,150,000 or $0.20 per Public Share, on or prior to the date of the applicable deadline, for each three month extension. Any such payments would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company or convert such amounts into additional Private Warrants. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the Sponsor will contain a provision pursuant to which the Sponsor will agree to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

Note 6 — Commitments

Registration Rights

Pursuant to a registration rights agreement entered into on November 18, 2019, the holders of the Founder Shares, Private Warrants (and all underlying securities), and any shares that may be issued upon conversion of Working Capital Loans are entitled to registration rights. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Private Warrants and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged I-Bankers Securities, Inc. as its advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination simultaneously upon the firm commitment of this offering. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.5% of the aggregate amount sold to the public in Initial Public Offering, or $1,437,500.

10

GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Note 7 — Stockholders’ Equity

Preferred Stock — The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2019, there were no shares of preferred stock issued and outstanding.

Common Stock — The Company is authorized to issue 300,000,000 shares of common stock with a par value of $0.00001 per share. Holders of the common stock are entitled to one vote for each share. At September 30, 2019, there were 1,437,500 shares of common stock issued and outstanding.

Warrants—The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company may call the warrants for redemption (excluding the Private Warrants and the warrant sold to I-Bankers Securities, Inc. (see below)), in whole and not in part, at a price of $0.01 per warrant:

●at any time while the warrants are exercisable,21 
●upon not less than 30 days’ prior written notice of redemption to each warrant holder,
●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders, and
●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (the “Market Price”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.


GREENVISION ACQUUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2019

(Unaudited)

Rights— Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if a holder of such right converted all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Proposed Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the shares of common stock will receive in the transaction on an as-converted into ordinary shares basis and each holder of rights will be required to affirmatively covert its rights in order to receive 1/10 of a share underlying each right (without paying additional consideration). The shares of common stock issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Warrant

On November 21, 2019, the Company sold to I-Bankers Securities, Inc. (and its designees), for $100, a warrant to purchase up to 287,500 shares, exercisable, in whole or in part, at $12.00 per share, or an aggregate exercise price of $3,450,000. The warrant will be exercisable in whole or in part, commencing the later of (i) the closing of a Business Combination, or (ii) November 18, 2020, and expiring November 18, 2024. The warrant may be exercised for cash or on a cashless basis, at the holder’s option. The shares issuable upon exercise of the option are identical to those offered in the Initial Public Offering. The Company accounted for the warrant, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimated the fair value of the warrant to be approximately $776,000, or $2.70 per warrant, using the Black-Scholes option-pricing model. The fair value of the warrant granted to the underwriter was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.62% and (3) expected life of five years. The warrant and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. The exercise price and number of shares issuable upon exercise of the warrant may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price.

Note 8 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” orYou should read the “Company” refer to GreenVision Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to GreenVision Capital Holding LLC. The following discussion and analysis of the Company’sour financial condition and results of operations should be read in conjunctiontogether with theour consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certainrelated notes. Some of the information contained in thethis discussion and analysis or set forth belowelsewhere, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and uncertainties.

Specialassumptions. You should read the “Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaningStatements” and “Riskl Factors” for a discussion of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipatedthe results described in or implied by the forward-looking statements pleasecontained in the following discussion and analysis.

The following discussion refers to the financial results of micromobility.com, Inc. for the six months ended June 30, 2023, and 2022. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refer to micromobility.com, Inc. and 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, together with its subsidiaries, “micromobility.com” or the Risk Factors section“Company”) was incorporated in the state of Delaware in October 2015 with headquarter in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.

Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, 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 of media content including live sport events, and (ii) food delivery services through a “ghost kitchen” concept.

The Company currently has a strategic footprint 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

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 Registration Statement on Form S-1 (Registration No. 333-234134)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 SEC. The Company’s securities filings can be accessed on the EDGAR sectionSecretary of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the lawsState 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 September 11, 2019March 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 purposeperiods presented and as a percentage of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganizationour 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 other similar Business Combination20%, for the three months ended June 30, 2023, compared with onethe three months ended June 30, 2023, and decreased by $256, or more businesses. We intend3% for the six months ended June 30, 2023, compared with the three months ended June 30, 2022. This decrease was primarily due to effectuate our Business Combination usingthe decrease of mobility revenues.

Mobility 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 proceedsmain live content provider, LNPB (Lega Nazionale Professionisti Serie B), notifying the early termination of the Initial Public Offeringagreements related to the commercialize and the salebroadcast of the Private Warrants, our capital stock, debtItalian 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 combination$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 stockused 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 debt.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 issuancedecline 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 additional sharesthe reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the net carrying value of our stockGoodwill 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 Business Combination: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)may significantly reducea gain of $637 was for a waiver received from the equity interestlessor of our stockholders;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)may subordinatea loss of $206 mainly for penalties related to the rightsearly termination of holdersa finance lease agreement. In detail, the Company acquired the 800 E-scooters under finance lease, prior to the expiration date of shares of common stock if we issue preference shares with rights seniorthe lease pursuant to those afforded to our shares of common stock;
●will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and
●may adversely affect prevailing market prices for our securities.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.

Similarly, ifSEPA 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 issue debt securities or otherwise incur significant indebtedness, it could result in:operate.

 

Trips.We define Trips as the number of completed rides in a given period. To further clarify, a single-use 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.

●default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;27 
●acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;
●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and
●our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.

13

  

ResultsActive Markets.    We track the number of Operationsactive markets (cities) that we operate in.

Italy

We have neither engagedare a substantial operator in any operations nor generated any revenues to date. Our only activities from September 11, 2019 (inception) through September 30, 2019 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating incomeItaly in the formmicro-mobility environment, based on number of interest income on marketable securities held afterlicenses awarded, and number of vehicles authorized. During the Initial Public Offering. We incur expenses as a resultsix months ended June 30, 2023, we provided sharing electric mobility services in the following cities: Rome, Milan, Turin, Naples, Parma, Palermo, Pisa, Modena, Ravenna, Bari, Fiumicino, San Benedetto del Tronto, Grottammare, Cesena and Catania;

United States of being a public company (for legal, financial reporting, accountingAmerica

During the six months ended June 30, 2023, we provided sharing electric mobility services in the following cities: Los Angeles, (California), Sacramento, (California), Santa Monica (California), Austin (Texas), Honolulu (Hawaii), Orlando (Florida), Miami Lakes (Florida), Miami Dade (Florida), University of Massachusetts (Massachusetts), Bowling Green (Kentucky) and auditing compliance), as well as for due diligence expenses.St. John University (New York).

For the period from September 11, 2019 (inception) through September 30, 2019, we had a net loss of $1,074, which consisted of formation and operating costs.

Liquidity and Capital Resources

As of September 30, 2019,Since our inception, we had cash of $316,555. Until the consummation of the Initial Public Offering, the Company’s only source of liquidity was an initial purchase of common stock by the Sponsor and loans fromhave financed our Sponsor.

Subsequent to the quarterly period covered by this Quarterly Report, on November 21, 2019, we consummated the Initial Public Offering of 5,750,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 750,000 Units, generating gross proceeds of $57,500,000. Simultaneouslyoperations primarily with the closing of the Initial Public Offering, we consummated the sale of 2,100,000 Private Warrants to GreenVision Capital Holding LLC at a price of $1.00 per warrant, generating gross proceeds of $2,100,000.

Following the Initial Public Offering and the sale of the Private Warrants, a total of $57,500,000 was placed in the Trust Account and we had $526,950 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $1,597,032 in transaction costs, including $1,150,000 of underwriting fees and $447,032 of other costs.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Upoutside sources of invested capital. We have had, and expect that we will continue to $1,500,000 of such loans may be convertible into warrants identical to the Private Warrants, at a price of $1.00 per warrant at the option of the lender.

We do not believe we willhave, an ongoing need to raise additional funds in ordercash from outside sources to meet the expenditures required for operatingfund our business. However, ifoperations and expand our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.business. If we are unable to completeraise additional capital when desired, our Business Combination because we do not have sufficient funds availablebusiness, financial condition and results of operations would be harmed. Successful transition to us, we will be forcedattaining profitable operations depends upon achieving a level of revenues adequate to cease operationssupport our cost structure.

As of June 30, 2023, our principal sources of liquidity were cash and liquidatecash equivalents of $512, excluding restricted cash of $688 (included in prepaid and other current assets) and SEPA agreement entered during the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.six months ended June 30, 2023.

  

Off-Balance Sheet Arrangements

-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 didcollect the fees from riders using a third-party processing payment provider. 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.

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.

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 have any off-balance sheet arrangementsbe able to raise it on terms acceptable to us or at all.

Cash Flows

The following table summarizes our cash flows activities:

  June 30, 2023  June 30, 2022 
    
Net cash used in operating activities $(21,836) $(23,206)
Net cash used in investing activities  (514)  (4,703)
Net cash provided (used) by financing activities  22,006   (9,133)
Effect of exchange rate changes  809   306 
Net (decrease) increase in cash, cash equivalents and restricted cash $464  $(18,470)

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 Operating Activities

During the six months ended June 30, 2023, operating activities used $21,836 of cash, resulting from our net loss of $53,773, partially offset by net changes in operating assets and liabilities for $6,677 and non-cash expenses for $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 $2,744, decrease in accounts receivable of $748, and decrease in Other Assets of $49, partially offset by the decrease in accrued expenses and other current liabilities of $1,598 and decrease in other non-current liabilities of $4.

Non-cash expenses are mainly related to: (i) Impairment and loss on disposal of Assets for $20,006, (ii) depreciation and amortization, of assets for $3,561, (iii) non-cash interest expenses for $1,186, (iv) amortization of ROU Assets for $889, and (v) Share based compensation for $615, partially offset by (v) changes in fair value of financial instruments for $59 and (vi) Gain/Loss on extinguishment of debts for $431.

Investing Activities

During the six months ended June 30, 2023, investing activities used $514 of cash. The Company invested $279 in purchase of property, equipment and deposits, and $235 in purchase of intangible assets.

Financing Activities

During the six months ended June 30, 2023, financing activities provided $22,006 of cash, mostly proceeds from the issuance of common stock for $31,732 under SEPA agreements, and financial liabilities for $4,642, partially offset by the repayment of financial liabilities for $14,368.

Indebtedness

The following table summarizes our indebtedness as of SeptemberJune 30, 2019.


Contractual obligations2023:

 

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

  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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Repayments

During the 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, 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 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 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 a combination of the 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 of the Company’s Class A Common Shares is less than the fixed Conversion Price of $25.

Leases liabilities

We entered into various non-cancellable operating and finance lease agreements for office facilities, permit and brand licensing, e-scooter leases, corporate vehicles’ licensing, and corporate housing with lease periods expiring through 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.

During the three months ended June 30, 2023, the Company entered into 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 agreement and acquired the 800 E-scooters prior to the expiration date of the lease pursuant to a Termination Agreement. The Company recorded a loss amounted to $206 for penalties related to the early termination and 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 Shares49,041,609
Class B Common Shares284,518
Total Common Shares outstanding49,326,127
Public Warrants196,728
Convertible Note Warrants40,000
Board of Directors Warrants159,324
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 outstanding557,488

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 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, ESPN and MLB.

On June 15, 2023 and June 28, 2023, the Company received communications from LNPB, the main live content provider, notifying the early termination of the agreements related to the commercialization and broadcast of the LNPB contents. The communications also requested the immediate payment of the invoices overdue amounting to $11,269. The Company continues to have dialogue with respect to a payment plan with the LNPB. 

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Considering the early termination of the LNPB agreements, future annual minimum payments related to Media rights’ agreements as of June 30, 2023, are as follows.

     
   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 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 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.

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 in conformity with accounting principles generally accepted in the United States of America requires managementus 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.

 Our significant accounting policies are described in greater detail in Note 3, “Summary of Significant Accounting Policies and Use of Estimates” to our consolidated financial statements as of December 31, 2022 and in Note 3, “Summary of Significant Accounting Policies and Use of Estimates” to our condensed consolidated financial statements as of June 30, 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 datetime 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 financial statements, and income and expensespotential differences in accounting standards used.

Off-Balance Sheet Arrangements

We did not have, during the periods reported. Actual results could materially differ frompresented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.

Accounting Pronouncement Adopted in the Current Year

In June 2016, the FASB issued ASU 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an entity to use a current expected credit loss methodology to measure impairments of certain financial assets and to recognize an allowance for its estimate of lifetime expected credit losses. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard is effective for public companies for fiscal years, and interim periods within those estimates. We have not identified any critical accounting policies.

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currentlyfiscal years, beginning after December 15, 2022. Effective January 1, 2023, we adopted would haveASU 2016-13 on a material effectprospective basis. The impact of adoption of this standard on our condensed consolidated financial statements.statements was not material.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market RiskRisks

Not applicable.

As of September 30, 2019, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported withinOur management, with the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, includingparticipation of our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation ofevaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended SeptemberJune 30, 2019, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.2023. Based on thissuch evaluation, due to a material weakness in internal control over financial reporting described below, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective at aas of such date to provide reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in the reports filedwe 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 

 

Changes in Internal Control over Financial Reporting

ThereOur management’s conclusion that our disclosure controls and procedures were ineffective was no changedue 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 occurred duringthere 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 fiscal quarter of 2019 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect,following material weakness in our internal control over financial reporting.reporting:

 

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·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. 

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in legal proceedings arising in the ordinary course of business, and we may continue to be involved in such legal proceedings. Currently, there are 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 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 to pay a total of $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 result, we recorded an aggregate of approximately $2,591,000 in our unaudited interim financial statement for the period ended June 30, 2023 as “Accruals” for legal contingencies.

Item 1A. Risk Factors

Although as a Smaller Reporting Company we are not required to provide this 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.

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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.

 

In September 2019,There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the Sponsor purchased 1,437,000 Founder Shares of the Company for an aggregate price of $25,000. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On November 21, 2019, we consummated the Initial Public Offering of 5,750,000 Units, which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 750,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $57,500,000. I-Bankers Securities, Inc. acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-234282). TheU.S. Securities and Exchange Commission declared the registration statement effective on November 18, 2019.Commission.  

 

Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 2,100,000 Private Warrants to the Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $2,100,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of theItem 3. Defaults Upon Senior Securities Act.

 

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.None.

 

Of the gross proceeds received from the Initial Public Offering and the sale of the Private Warrants, $57,500,000 was placed in the Trust Account.Item 4. Mine Safety Disclosures

 

We paid a total of $1,150,000 in underwriting discounts and commissions and $447,032 for other costs and expenses related to the Initial Public Offering.Not applicable.

 

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.5. Other Information

 

16None.

 

Item 6. Exhibits

 

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

 

No.Exhibit Description of Exhibit
1.1 Underwriting Agreement, dated November 18, 2019,Incorporated by and between the Registrant and I-Bankers Securities LLC;(1)
4.1Reference Warrant Agreement, dated November 18, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant(1)Filed/Furnished
4.2No. Rights Agreement, dated November 18, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant(1)
4.3Description Share Purchase Warrant between the Registrant and I-Bankers Securities Inc. dated November 21, 2019(1)
10.1Form Letter Agreements, dated November 18, 2019, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant(1)
10.2Exhibit Investment Management Trust Agreement, dated November 18, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant(1)
10.3Filing Date Stock Escrow Agreement, dated November 18, 2019, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders(1)
10.4Registration Rights Agreement, dated November 18, 2019, by and between the Registrant and the initial shareholders(1)Herewith
31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuantpursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2* Certification of Principal FinancialAccounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuantpursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted906 of the Sarbanes-Oxley ActX
32.2**Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
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 DocumentX
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH* XBRL Taxonomy Extension Schema DocumentX
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LAB* Inline XBRL Taxonomy Extension LabelsLabel Linkbase DocumentX
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase DocumentX
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.
(1)Previously filed as an exhibit to our Current Report on Form 8-K filed on November 21, 2019 and incorporated by reference herein.

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.

 

 GREENVISION ACQUISITION CORP.micromobility.com, Inc.
   
Date: December 18, 2019August [--], 2023By:/s/ Zhigeng (David) FuSalvatore Palella
 Name: Zhigeng (David) FuSalvatore Palella
 Title:Chief Executive Officer
  (Principal Executive Officer)
   
Date: December 18, 2019August [--], 2023By:/s/ Qi (Karl) YeGiulio Profumo
 Name: Qi (Karl) YeGiulio Profumo
 Title:Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

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