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 March 31, 2023

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

For the transition period from to

Commission file number: 001-39136

micromobility.com, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

84-3015108

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

32 Old Slip, New York, NY 10005

(Address of principal executive offices)

(917) 675-7157

(Issuer’s telephone number)

Helbiz, Inc.

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

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

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

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

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

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

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

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

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

As of May 22, 2023, 10,829,025 shares of Class A common stock, par value $0.00001 per share, were issued and outstanding and 284,518 shares of Class B common stock, par value $0.00001 per share, were issued and outstanding.

MICROMOBILITY.COM, INC.

(Formerly Helbiz, Inc.)

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2023

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Unaudited Financial Statements	3
Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2023 and 2022 (unaudited)	4
Condensed Consolidated Statements Changes in Convertible Preferred Stock and Stockholders’ Deficit for the three months ended March 31, 2023 and 2022 (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (unaudited)	7
Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	28
Item 4. Controls and Procedures	28
Part II. Other Information	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	31
Part III. Signatures	32

PART 1 – FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	March 31,			December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	647		$	429
Accounts receivables		552			1,345
Prepaid media rights		997			2,366
VAT receivables		1,873			3,054
Prepaid and other current assets		3,828			4,051
Total current assets		7,897			11,245
Goodwill		13,826			13,826
Property, equipment and deposits, net		8,012			9,237
Intangible assets, net		3,214			3,267
Right of use assets		3,211			2,872
Other assets		717			707
TOTAL ASSETS	$	36,877		$	41,154

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	14,467		$	14,359
Accounts payable related to media rights		7,913			7,732
Accrued expenses and other current liabilities		8,665			8,885
Deferred revenues		2,798			3,047
Operating lease liabilities		1,379			1,463
Finance lease liabilities		1,977			2,002
Short term financial liabilities, net		28,956			33,244
Total current Liabilities		66,155			70,732
Other non-current liabilities		406			362
Operating lease liabilities		2,135			1,719
Finance lease liabilities		58			71
Non-current financial liabilities, net		6,881			7,174
TOTAL LIABILITIES		75,635			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 March 31, 2023; none issued and outstanding at March 31, 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; 5,624,297 and 3,264,576 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.		173,889			152,996
Class B Common stock, $0.00001 par value; 14,225,898 shares authorized and; 284,518 shares issued and outstanding at March 31, 2023 and December 31, 2022.		—			—
Accumulated other comprehensive (loss) income		(3,151	)		(2,904	)
Accumulated deficit		(209,496	)		(189,942	)
Total Stockholders’ deficit		(38,758	)		(39,850	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	36,877			41,154

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

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)



	Three months ended March 31,
	2023			2022
Revenue	$	3,919		$	3,312
Operating expenses:
Cost of revenues		11,067			11,339
Research and development		843			744
Sales and marketing		1,239			2,598
General and administrative		6,232			6,681
Total operating expenses		19,381			21,362

Loss from operations		(15,463	)		(18,050	)

Non-operating income (expenses), net
Interest expense, net		(1,701	)		(1,981	)
SEPA financial income (expenses), net		(2,208	)		—
Change in fair value of warrant liabilities		33			945
Other financial income (expenses), net		(212	)		(307	)
Total non-operating expenses, net		(4,088	)		(1,343	)

Income tax benefit (expense)		(3	)		(4	)
Net loss	$	(19,554	)	$	(19,397	)

Net loss attributable to common stockholders	$	(19,554	)	$	(19,397	)

Net loss per share attributable to common stockholders, basic and diluted	$	(3.53	)	$	(32.18	)

Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		5,542,721			602,802

Net loss	$	(19,554	)	$	(19,397	)

Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments	$	(247	)	$	(323	)

Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents	$	(19,801	)	$	(19,720	)

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

MICROMOBILITY.COM, INC.
(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three months ended March 31, 2023

(in thousands, except share and per share data)

(unaudited)


	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		—			—			2,100,518		18,105		—		—		—			—			18,105
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		—			—			13,000		78		—		—		—			—			78
Share based compensation		—			—			—		418		—		—		—			—			418
Issuance of Series B Preferred Stock		0			—			—		—		—		—		—			—			0
Redemption of Series B Preferred Stock		(0	)		—			—		—		—		—		—			—			(0)
Changes in currency translation adjustment		—			—			—		—		—		—		—			(247	)		(247	)
Net loss		—			—			—		—		—		—		(19,554	)		—			(19,554	)
Balance as of March 31, 2023	$	—		$	—			5,624,297		173,889		284,518	$	0	$	(209,496	)	$	(3,151	)	$	(38,758	)

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

MICROMOBILITY.COM , INC.
(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three months ended March 31, 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 at 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		48,140		6,810			—		—		—			—			6,810
Issuance of common shares - for Settlement of Account Payable		43		10			—		—		—			—			10
Share based compensation		33		1,092			—		—		—			—			1,092
Changes in currency translation adjustment		—		—			—		—		—			(323	)		(323	)
Net loss		—		—			—		—		(19,397	)		—			(19,397	)
Balance at March 31, 2022		374,000	$	105,180			284,518	$	—	$	(127,263	)	$	(944	)	$	(23,027	)

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)


	Three months ended March 31,
	2023			2022
Operating activities
Net loss	$	(19,554	)	$	(19,397	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		1,784			1,296
Non-cash interest expenses and amortization of debt discount		510			1,911
Amortization of right-of-use assets		462			—
Share-based compensation		762			1,252
Change in fair value of warrant liabilities		(33	)		(945	)
Loss on disposal of assets		10			55
Changes in operating assets and liabilities:
Prepaid and other current assets		2,716			(188	)
Other Assets		(10	)		143
Accounts receivables		793			(849	)
Accrued expenses and other current liabilities		(309	)		1,908
Accounts payables		(63	)		(1,801	)
Other non-current liabilities		44			76
Net cash used in operating activities		(12,886	)		(16,539	)

Investing activities
Purchase of property, equipment, and vehicle deposits		(202	)		(2,926	)
Purchase of intangible assets		(154	)		(111	)
Net cash used in investing activities		(356	)		(3,037	)

Financing activities
Gross proceeds from sale of Class A common shares		18,105			—
Gross proceeds from issuance of financial liabilities		4,190			113
Repayment of financial liabilities		(8,671	)		(556	)
Payments of offering costs and underwriting discounts and commissions		(15	)		275
Proceeds from issuance of financial liabilities, due to related party - Officer		—			—
Net cash provided by financing activities		13,609			(168	)


Increase (decrease) in cash and cash equivalents, and restricted cash		367			(19,744	)
Effect of exchange rate changes		(145	)		(115	)
Net increase (decrease) in cash and cash equivalents, and restricted cash		222			(19,858	)
Cash and cash equivalents, and restricted cash, beginning of year		736			21,253
Cash and cash equivalents, and restricted cash, end of period	$	958		$	1,395

RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET
Cash and cash equivalents		648			1,115
Restricted cash, included in Current assets		310			170
Restricted cash, included in Other assets, non-current		—			110
Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	1,186		$	69
Income taxes, net of refunds	$	3		$	—
Non-cash investing & financing activities
Issuance of common shares – for Conversion of Convertible Notes	$	1,296		$	6,810
Issuance of common shares – for conversion of Series A Convertible Preferred Stocks		945			—
Issuance of common shares – for purchasing Intangible Assets		50			—
Issuance of common shares - for Settlement of Payroll Liabilities		78			—
Recognition of new lease agreements		761			—
Derecognition of Beneficial conversion features (BCF) - Adoption of ASU 2020-06		—			3,371
Purchase of vehicles with financing agreement		—			2,388
Prepaid expenses related to D&O insurance, included in Account payable		—			1,269

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

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 in October 2015 with its headquarter in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.

Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, 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, a reverse stock split of 1:50 was approved by Company’s shareholders and Board of Directors. The Company’s financial statements were adjusted to reflect the reverse stock split.

On March 30, 2023, the Company’s Board of Directors also approved a change in name from “Helbiz, Inc.” to “micromobility.com, Inc.” (the “Company Name Change”).

Basis of Presentation

These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

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

The condensed consolidated balance sheet as of December 31, 2022, included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of, and for the year ended, December 31, 2022, included in our Annual Report on Form 10-K.

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity, and cash flows, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

2. Going Concern and Management’s Plans

The Company has experienced recurring operating losses and negative cash flows from operating activities since its inception. To date, these operating losses have been funded primarily from outside sources of invested capital. The Company had, and may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion plan and related operations. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support the Company’s cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company plans to continue to fund its operations and expansion plan through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable to the Company, or at all.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

3. Summary of Significant Accounting Policies and Use of Estimates

Use of Estimates

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

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

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 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 months ended on March 31, 2023, and on March 31, 2022.

Schedule of revenue recognition
	Three months ended March 31,
	2023		2022
Mobility Revenues (ASC 842)	$	1,578	$	1,577
Pay per ride		1,203		1,205
Mobility Subscriptions		324		288
Partnerships fees		51		84
Media Revenues (ASC 606)	$	2,086		1,656
Commercialization of Media rights (B2B)		1,307		1,296
Advertising fees		94		50
Live subscriptions		685		310
Other Revenues (ASC 606)	$	255	$	79
Total Revenues	$	3,919	$	3,312

The table below shows the Deferred Income roll-forward from January 1, 2022, to March 31, 2022, and from January 1, 2023, to March 31, 2023.

Schedule of deferred revenue
Deferred Income	January 1, 2022		FX Rate adj			Additions		Q1 2022 Revenue			March 31, 2022

Mobility	$	1,183		(19	)		347		(329	)		1,182
Media		402		(40	)		2,473		(316	)		2,519
Total	$	1,585	$	(59	)	$	2,820	$	(645	)	$	3,701

Deferred Income	January 1, 2023		FX Rate adj		Additions		Q1 2023 Revenue			March 31, 2023

Mobility	$	1,775		2		407		(423	)		1,761
Media		1,272		19		1,832		(2,086	)		1,037
Total	$	3,047	$	21	$	2,239	$	(2,509	)	$	2,798

Deferred income related to Mobility is for out prepaid customer wallet. It will be recorded as Mobility Revenues when riders take a ride, while deferred income related to Media will be recorded through the three months ended June 30, 2023.

5. Prepaid Media rights

The table below shows the Prepaid Media rights roll-forward from January 1, 2022, to March 31, 2022, and from January 1, 2023, to March 31, 2023.

Schedule of prepaid media rights
Prepaid Media rights	January 1, 2022		Additions		Q1 2022 COGS			FX Rate adj.			March 31, 2022

Media		2,758		2,835		(4,510	)		(50	)		1,033
Total	$	2,758		2,835		(4,510	)		(50	)		1,033

Prepaid Media rights	January 1, 2023		Additions		Q1 2023 COGS			FX Rate adj.		March 31, 2023

Media		2,366		2,686		(4,070	)		16		997
Total	$	2,366	$	2,686	$	(4,070	)	$	16	$	997

6. Property, equipment and vehicle deposits, net

Property and equipment consist of the following:

Schedule of property and equipment
	March 31,			December 31,
	2023			2022
Sharing electric vehicles	$	15,046		$	15,128
Of which under finance lease agreements		3,288			3,260
Furniture, fixtures, and equipment		1,621			1,411
Of which under finance lease agreements		177			177
Computers and software		1,048			1,045
Leasehold improvements		724			714
Total property and equipment, gross		18,439			18,298
Less: accumulated depreciation		(13,524	)		(12,136	)
Total property and equipment, net	$	4,915		$	6,162
Vehicle deposits		3,097			3,075
Total property, equipment and deposits, net	$	8,012		$	9,237

The following table summarizes the loss on disposal and depreciation expenses recorded in the condensed consolidated statement of operations for the three months ended on March 31, 2023, and 2022.


	Three months Ended March 31,
	2023		2022
Cost of revenues	$	1,351	$	981
Research & Development		15		—
General & administrative		108		104
Total depreciation and loss on disposal expenses	$	1,474	$	1,085

The Cost of revenues for the three months ended March 31, 2023, amounted to $1,351 which includes $551 related to depreciation expenses for sharing vehicles leased by the Company under finance lease agreements.

7. Intangible assets, net

Intangible assets consist of the following:

Schedule of intangible assets
	March 31,			December 31,
	2023			2022
Government Relationships		2,400			2,400
Trade name and trademarks		900			900
Customer Relationships		—			—
Licenses		135			126
Other Intangible assets		291			87
Total Intangible assets, Gross	$	3,726		$	3,513
Less: accumulated amortization		(512	)		(246	)
Total Intangible assets, net	$	3,214		$	3,267

8. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:


	March 31,		December 31,
	2023		2022
Legal contingencies – refer to Note 11 Commitments and Contingencies	$	2,481	$	2,710
Payroll liabilities		2,814		2,693
Accrued expenses		2,730		2,369
Sales tax payables		640		1,113
Total accrued expenses and other current liabilities	$	8,665	$	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. Sales tax payables are related to settlement agreements made by Wheels with multiple US states under which the Company is required to make monthly payments within the next 6 months.

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		March 31, 2023		December 31, 2022
Convertible debts, net		9	%		2023		10,131		14,372
Secured loan, net		13	%		2023		14,306		14,224
Unsecured loans, net		7	%		Various		10,611		10,935
Warrants liabilities		N/A			—		51		84
Other financial liabilities		N/A			Various		738		802
Total Financial Liabilities, net							35,837		40,418
*Of which classified as Current Financial Liabilities, net*							*28,956*		*33,244*
*Of which classified as Non-Current Financial Liabilities, net*							*6,881*		*7,174*

The table below shows the amounts recorded as Interest expense, net on the statements of operations for the three months ended on March 31, 2023, and March 31, 2022:

Schedule of interest expense
	Three months Ended March 31,
	2023			2022
Convertible debts	$	(932	)	$	(1,384	)
Secured loan		(540	)		(457	)
Unsecured loans		(224	)		(140	)
Other interest (income) expenses		(5	)		—
Total Interest expenses, net	$	(1,701	)	$	(1,981	)

In detail, during the three months ended March 31, 2023, the Company recorded as Interest Expenses, net $457 related to amortization of debt discounts, of which $424 related to Convertible debts. During the three months ended March 31, 2022, the Company recorded as Interest Expenses, net $1,074 related to amortization of debt discounts, of which $1,042 related to Convertible debts.

As of March 31, 2023, the Company categorized as convertible debts the following instruments issued to YA II, Ltd. (the “Note Holder”): a) two convertible notes issued in 2022 (“2022 Convertible notes”) under two Securities Purchase Agreements 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 March 31, 2023, the Company had $6,141 as outstanding principal and accumulated interest, partially offset by debt discounts that amounted to $127.

Repayments

The Company partially repaid in cash the 2022 Convertible Notes for a cumulative payment of $3,701 (of which $3,215 was principal, $132 was accumulated interest, and $354 was redemption premium interest).

Conversion into Class A Common Shares

During the three months ended March 31, 2023, the Company issued 103,688 Class A Common Shares in satisfaction of conversion requests of $1,296 in principal and interest.

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.

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.

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, a maturity date of January 31, 2023, a 0% annual interest rate and a 15% annual default interest rate. The 2022 SEPA Convertible Note shall be convertible into shares of the Company’s Class A common shares at a Fixed Conversion Price of $25.

During the

SEC Form 10-Q filed by Helbiz Inc.