Micromobility.com (MCOM) - 2021 Q2 - Quarterly Report

Explanatory Note This section clarifies the Company's identity and the timing of the Helbiz Holdings acquisition relative to the reporting period - Helbiz, Inc. (formerly GreenVision Acquisition Corp.) consummated the acquisition of Helbiz Holdings, Inc. on August 12, 2021, subsequent to the fiscal quarter ended June 30, 2021[7][8] - GRNV acquired all outstanding Helbiz Holdings shares in exchange for 10,271,729 shares of Class A Common Stock, 14,225,867 shares of Class B Common Stock, and 7,409,685 options to acquire Class A Common Stock[8] - Each Helbiz Holdings share was converted into the right to receive 4.63 GRNV shares of the respective class[9] - References to 'we,' 'us,' 'our,' or the 'Company' in this report refer to the registrant prior to the closing of the Business Combination, as the report covers a period before the merger[10][11] Part I. Financial Information This part presents the Company's unaudited condensed consolidated financial statements and management's analysis of its financial condition and operations Item 1. Unaudited Financial Statements This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes Condensed Consolidated Balance Sheets This statement provides a snapshot of the Company's assets, liabilities, and equity as of June 30, 2021, and December 31, 2020 | Metric | June 30, 2021 (Unaudited) | December 31, 2020 | | :-------------------------------- | :------------------------ | :---------------- | | Cash | $20,089 | $4,282 | | Prepaid expenses and other current assets | $77,439 | $18,429 | | Total Current Assets | $97,528 | $22,711 | | Marketable securities held in Trust Account | $19,525,546 | $58,390,918 | | TOTAL ASSETS | $19,623,074 | $58,413,629 | | Accounts payable and accrued expenses | $371,170 | $313,347 | | Advance from third party | $570,935 | $20,000 | | Total Current Liabilities | $942,105 | $333,347 | | Warrant Liability | $3,316,288 | $3,077,863 | | Total Liabilities | $4,258,393 | $3,411,210 | | Common stock subject to possible redemption | $19,475,546 | $50,002,415 | | Total Stockholders' (Deficit) Equity | $(4,110,865) | $5,000,004 | Condensed Consolidated Statements of Operations This statement details the Company's revenues, expenses, and net loss for the three and six months ended June 30, 2021, and 2020 Three Months Ended June 30 | Metric | 2021 | 2020 | | :--------------------------------------- | :----------- | :----------- | | Operating and formation costs | $500,336 | $197,910 | | Loss from operations | $(500,336) | $(197,910) | | Interest earned on marketable securities held in Trust Account | $982 | $14,418 | | Change in fair value of private warrants liability | $(18,850) | $(48,014) | | Net (loss) income | $(518,204) | $(192,972) | | Basic and diluted net (loss) income per common share | $(0.36) | $(0.09) | Six Months Ended June 30 | Metric | 2021 | 2020 | | :--------------------------------------- | :------------ | :----------- | | Operating and formation costs | $769,628 | $354,799 | | Loss from operations | $(769,628) | $(354,799) | | Interest earned on marketable securities held in Trust Account | $2,430 | $340,029 | | Change in fair value of private warrants liability | $(238,425) | $381,761 | | Net (loss) income | $(1,005,623) | $370,093 | | Basic and diluted net (loss) income per common share | $(0.58) | $0.07 | Condensed Consolidated Statements Changes in Stockholders' Equity This statement outlines the changes in the Company's stockholders' equity over the six months ended June 30, 2021 Total Stockholders' (Deficit) Equity | Date | Total Stockholders' (Deficit) Equity | | :----------------- | :----------------------------------- | | January 1, 2021 | $5,000,004 | | March 31, 2021 | $(3,676,411) | | June 30, 2021 | $(4,110,865) | - The change in value of common stock subject to possible redemption significantly impacted equity, decreasing by $8,763,996 from January 1 to March 31, 2021, and increasing by $83,570 from March 31 to June 30, 2021[23] - Net losses of $487,419 and $518,204 were recorded for the periods ending March 31, 2021, and June 30, 2021, respectively[23] Condensed Consolidated Statements of Cash Flows This statement summarizes the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2021, and 2020 Cash Flow Summary (Six Months Ended June 30) | Metric | 2021 | 2020 | | :--------------------------------------- | :------------- | :----------- | | Net (loss) income | $(1,005,623) | $370,093 | | Net cash used in operating activities | $(770,815) | $(361,093) | | Net cash provided by investing activities | $38,867,802 | $92,080 | | Net cash used in financing activities | $(38,081,180) | $0 | | Net Change in Cash | $15,807 | $(269,013) | | Cash – Ending | $20,089 | $202,271 | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements - Helbiz, Inc. (formerly GreenVision Acquisition Corp.) completed the acquisition of Helbiz Holdings, Inc. on August 12, 2021, after the reporting period[31] - The Company received a Nasdaq notice on January 5, 2021, for non-compliance with Rule 5620(a) (failure to hold an annual meeting) and was granted an extension until June 29, 2021[41] - On August 16, 2021, a delisting notice was received for not meeting initial listing requirements, and an appeal was filed[43] - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[50][51] - Private Warrants are classified as liabilities at fair value and re-measured each reporting period, with changes recognized in the statement of operations[57] - Common stock subject to possible redemption is classified as temporary equity at redemption value due to redemption rights outside the Company's control[58] - The Company received working capital loans totaling $9,000 from the Sponsor and $367,000 from Helbiz, Inc. as of June 30, 2021, with an additional $28,000 from Helbiz on July 15, 2021[80][83] - The Company funded $575,000 into the Trust Account to extend the business combination period to May 21, 2021, and further extended it to August 19, 2021, with potential for two additional three-month extensions, each requiring a $191,155.30 deposit[85][86] - On March 10, 2021, GreenVision entered into subscription agreements for a $30,000,000 PIPE investment (3,000,000 shares and 3,000,000 warrants) contingent on the Business Combination[108] - Former Helbiz Holdings securityholders (owning at least 75,000 shares) are subject to lock-up agreements for 6 to 12 months post-Business Combination[112] - The Founder agreed to indemnify Helbiz for specified losses, with 1,600,000 shares of Helbiz Class B common stock deposited into a third-party escrow account as security[113] Fair Value Measurements (June 30, 2021) | Description | Level | Fair Value | | :-------------------------------- | :---- | :----------- | | Marketable securities held in Trust Account | 1 | $19,525,546 | | Warrant liability – Private Warrants | 3 | $3,049,200 | | Warrant liability – Underwriter Warrants | 3 | $267,088 | - On August 12, 2021, the merger was consummated[137] - GRNV stockholders redeemed 1,615,502 shares[137] - The PIPE Investment closed for $26.5 million (below the $30 million minimum, which was waived), with $5 million in the form of debt cancellation[138] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and operational results, emphasizing its status as a blank check company prior to the Helbiz Business Combination Overview This section provides a brief introduction to the Company's formation and purpose as a blank check company - Helbiz, Inc. (formerly GreenVision Acquisition Corp.) was formed on September 11, 2019, as a blank check company to effect a business combination[142] Recent Developments This section outlines key events including the Helbiz Merger Agreement, PIPE investment, Nasdaq listing issues, and financial restatements - On February 8, 2021, the Company entered into the Helbiz Merger Agreement, valuing Helbiz at $300,000,000 minus 'Closing Net Debt,' with consideration in Class A and Class B Common Stock[143] - On March 10, 2021, GreenVision entered into subscription agreements for a $30,000,000 PIPE investment (3,000,000 shares and 3,000,000 warrants) contingent on the Business Combination[146] - The Company received a delisting notice from Nasdaq on August 16, 2021, for not meeting initial listing requirements and filed an appeal[150] - In connection with the extension amendment, 3,838,447 shares were redeemed for approximately $39.2 million, leaving $19.5 million in the trust account[151] - The Company restated its historical financial statements to reclassify Private Warrants as derivative liabilities pursuant to ASC 815-40[152][153] Results of Operations This section analyzes the Company's net losses for the three and six months ended June 30, 2021, driven by operating costs and warrant fair value changes - The Company has not engaged in any operations or generated any revenues to date, expecting to do so only after the completion of its Business Combination[154] - Net loss for the three months ended June 30, 2021, was $518,204, primarily due to operating costs ($500,336) and change in fair value of warrant liability ($18,850), offset by interest income ($982)[155] - Net loss for the six months ended June 30, 2021, was $1,005,623, primarily due to operating costs ($769,628) and change in fair value of warrant liability ($238,425), offset by interest income ($2,430)[156] - Interest income on marketable securities held in the Trust Account significantly decreased in 2021 due to the redemption of 3,838,447 shares for $39,207,114[155][156] Liquidity and Capital Resources This section discusses the Company's cash position, trust account balance, working capital loans, and going concern considerations - The Initial Public Offering generated $57,500,000, and the sale of Private Warrants generated $2,100,000[159] - As of June 30, 2021, $19,525,546 remained in the Trust Account, significantly reduced from the initial $57,500,000 due to redemptions[164] - The Company had $20,089 of cash held outside the Trust Account as of June 30, 2021, for working capital and business combination expenses[165] - Working capital loans totaling $9,000 were received from the Sponsor, and $367,000 from Helbiz, Inc. (with an additional $28,000 post-period) to fund operations[166][167] - Substantial doubt exists about the Company's ability to continue as a going concern through August 19, 2021, without additional financing or a completed Business Combination[168] Off-Balance Sheet Arrangements This section confirms the absence of any off-balance sheet arrangements as of June 30, 2021 - The Company did not have any off-balance sheet arrangements as of June 30, 2021[170] Contractual Obligations This section details the Company's lack of long-term debt or lease obligations and outlines a contingent cash fee for advisory services - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[171] - A cash fee of $1,437,500 is payable to I-Bankers Securities, Inc. upon the consummation of a Business Combination for advisory services[172] Critical Accounting Policies This section describes the Company's key accounting policies for redeemable common stock, earnings per share, fair value measurements, and derivative instruments - Common stock subject to possible redemption is classified as temporary equity at redemption value due to redemption rights outside the Company's control[174] - The Company applies the two-class method for calculating earnings per share, distinguishing between redeemable and non-redeemable common stock[175] - Fair value measurements utilize a three-tier hierarchy (Level 1, 2, 3) based on the observability of inputs[176][177] - Derivative financial instruments are recorded as liabilities at fair value and re-valued each reporting period, with changes recognized in the statements of operations[179] Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk This section assesses the Company's exposure to market risks, particularly interest rate risk, given its investments in the Trust Account - The Company's investments in the Trust Account are in short-term U.S. government treasury bills or money market funds, resulting in no material exposure to interest rate risk[181] Item 4. Controls and Procedures This section reports on the ineffectiveness of disclosure controls and procedures due to material weaknesses in accounting for complex securities and related disclosures - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were ineffective as of June 30, 2021[183] - Material weaknesses identified include: (i) incorrect classification of Private Warrants as equity instead of derivative liabilities, (ii) inadvertent non-disclosure of PIPE Investment subscription agreements, and (iii) incorrect application of ASC 480 for common stock as permanent rather than temporary equity[183] - Remediation steps include expanding and improving the review process for complex securities and related accounting standards, with plans to enhance access to accounting literature and third-party professional consultation[184] Part II. Other Information This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, and other disclosures Item 1. Legal Proceedings This section details a lawsuit alleging breach of fiduciary duty and proxy statement deficiencies related to the Helbiz business combination - A lawsuit (Mohan v. GreenVision Acquisition Corp., et al.) was filed on April 27, 2021, alleging breach of fiduciary duty against the Board and material deficiencies in the proxy statement concerning the proposed business combination with Helbiz, Inc[187] - GreenVision believes the allegations are without merit and intends to vigorously defend the action[187] Item 1A. Risk Factors This section refers to previously disclosed risk factors, confirming no material changes as of the current reporting date - Readers should refer to the risk factors in the Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020[188] - As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in the aforementioned 10-K/A[188] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports no unregistered sales of equity securities or use of proceeds - No unregistered sales of equity securities and use of proceeds to report[189] Item 3. Defaults Upon Senior Securities This section reports no defaults upon senior securities - No defaults upon senior securities to report[190] Item 4. Mine Safety Disclosures This section reports no mine safety disclosures - No mine safety disclosures to report[191] Item 5. Other Information This section reports no other information - No other information to report[192] Item 6. Exhibits This section lists the exhibits filed as part of this Quarterly Report on Form 10-Q, including certifications and XBRL taxonomy documents - Exhibits include certifications of Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) and XBRL taxonomy documents (101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE, 104)[194] Signatures This section provides the official signatures of the Company's Chief Executive Officer and Chief Financial Officer, certifying the report - The report was signed by Salvatore Palella, Chief Executive Officer, and Giulio Profumo, Chief Financial Officer, on August 23, 2021[198]