UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
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Securities registered pursuant to Section 12(b) of the Act: None.
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.
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
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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 | ☐ |
| ☒ | 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 ☐
As of November [--], 2025, shares of common stock, par value $0.00001 per share, were issued and outstanding.
PART 1 – FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
Micromobility.com, Inc.
Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024
(in thousands, except share and per share data)
(unaudited)
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| VAT receivables | ||||||||
| Accounts receivables – Related Party | ||||||||
| Prepaid and other current assets | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Other assets | ||||||||
| Non-current assets of discontinued operations | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Deferred revenues – Related Party | ||||||||
| Short term financial liabilities, net | ||||||||
| Short term financial liabilities, net – Related Party | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current Liabilities | ||||||||
| Non-current liabilities of discontinued operations | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | Note 8 | |||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized and; shares issued and outstanding at September 30, 2025 and December 31, 2024 | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025, and September 30, 2024
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue – Related Party | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Non-operating income (expenses), net | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Changes in fair value of financial liabilities, net | ( | ) | ||||||||||||||
| Legal claims - accruals | ( | ) | ( | ) | ||||||||||||
| Gain (Loss) on extinguishment/issuance of financial debts, net | ||||||||||||||||
| SEPA financial income (expenses), net | ( | ) | ||||||||||||||
| Other income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total non-operating income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Income Taxes | ||||||||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net income (loss) from discontinued operations | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Basic and diluted Earnings Per Common Share | ||||||||||||||||
| Net income (loss) from continuing operations per share attributable to common stockholders, basic and diluted | ) | ) | ) | |||||||||||||
| Net Income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted | ) | ) | ||||||||||||||
| Net Income (loss) per share attributable to common stockholders, basic and diluted | $ | $ | $ | ) | $ | ) | ||||||||||
| Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | ||||||||||||||||
| Net Income (Loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||
| Changes in foreign currency translation adjustments | ( | ) | ( | ) | ( | ) | ||||||||||
| Net Income (Loss) and comprehensive Income (Loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2025
(in thousands, except share and per share data)
(unaudited)
| Class A Common Stock | Accumulated | Accumulated Other Comprehensive (Loss) | TOTAL STOCKHOLDERS’ | |||||||||||||||||
| Shares | Amount | Deficit | Income | DEFICIT | ||||||||||||||||
| Balance as of July 1, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Changes in currency translation adjustment | — | |||||||||||||||||||
| Net Income | — | |||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Class A Common Stock | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | |||||||||||||||||
| Shares | Amount | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | ( | ) | $ | ( | ) | ( | ) | |||||||||||
| Changes in currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2024
(in thousands, except share and per share data)
(unaudited)
| Class A Common Stock | Accumulated | Accumulated Other Comprehensive (Loss) | TOTAL STOCKHOLDERS’ | |||||||||||||||||
| Shares | Amount | Deficit | Income | DEFICIT | ||||||||||||||||
| Balance as of July 1, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Share based compensation | — | |||||||||||||||||||
| Changes in currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||
| Net income | — | |||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Class A Common Stock | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | |||||||||||||||||
| Shares | Amount | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | ( | ) | $ | ( | ) | ( | ) | |||||||||||
| Issuance of common shares – for Advance Notices under SEPA | ||||||||||||||||||||
| Issuance of common shares – for Settlement of financial liabilities | ||||||||||||||||||||
| Issuance of common shares – for Conversion of Related Party - Promissory Note | ||||||||||||||||||||
| Share based compensation | — | |||||||||||||||||||
| Changes in currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of September 30, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
(unaudited)
| Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net Income (Loss) from discontinued operations | ( | ) | ||||||
| Net Loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash interest expenses and amortization of debt discount | ||||||||
| Amortization of Right-of-use assets | ||||||||
| Share-based compensation | ||||||||
| Gain on extinguishment/issuance financial debts | ( | ) | ( | ) | ||||
| Accruals for legal contingencies | ||||||||
| Changes in fair value of financial instruments | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Deferred Revenues – Related Party | ( | ) | ||||||
| Prepaid and other assets | ||||||||
| Accounts receivables – Related Party | ( | ) | ( | ) | ||||
| Accounts payables | ( | ) | ||||||
| Accrued expenses and other liabilities | ||||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities from discontinued operations | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Purchase of equipment | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from issuance of financial liabilities | ||||||||
| Payments of offering costs and underwriting discounts and commissions | ( | ) | ||||||
| Repayment of financial liabilities | ( | ) | ( | ) | ||||
| Proceeds from issuance of financial liabilities, due to related party | ||||||||
| Repayment of financial liabilities, due to related party | ( | ) | ( | ) | ||||
| Proceeds from sale of common shares, net | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by (used in) financing activities from discontinued operations | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents, and restricted cash | ||||||||
| Effect of exchange rate changes | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents, and restricted cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period - continuing operations | ||||||||
| Cash and cash equivalents at beginning of period - discontinued operations | ||||||||
| Cash and cash equivalents at beginning of year | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes, net of refunds | $ | $ | ||||||
| Non-cash investing & financing activities from continuing operations | ||||||||
| Issuance of common shares – for conversion of financial liabilities | ||||||||
| Issuance of common shares – for Conversion of Related-party Promissory Notes | ||||||||
| Derecognition of 2025 Convertible note | ||||||||
| Recognition of 2025 Amended Promissory note | ||||||||
| Non-cash investing & financing activities from discontinued operations | ||||||||
| Lease agreements early termination | ||||||||
| New Lease agreement | ||||||||
| Derecognition of Wheels assets | ||||||||
| Derecognition of Wheels liabilities | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
Micromobility.com,
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. (together with its subsidiaries, “micromobility.com” or the “Company”) with its headquarters in New York, New York.
During the year ended December 31, 2024, the Company shifted its core business from micromobility and media services to IT software services. During 2024, the Company entered into a Service agreement with Everli S.p.A., a related party (an entity controlled by the Company’s major shareholder), for providing software development services, which became its core business.
Discontinued operations
The Company was an intra-urban transportation and media company, offering affordable, accessible, and sustainable forms of personal transportation, and providing live and non-live media content. During 2024, the Company decided to exit the mobility and media operations, both in Italy and the United States of America, due to the high costs and related cash burn.
Following the decision to reduce its mobility and media operations, the Company entered into two Securities Purchase Agreements for selling the mobility and media businesses.
In August 2024, following the indefinite suspension of the mobility business in the United States of America the Company entered into a Securities Purchase Agreement with a third-party, not considered a customer, for selling 100% of the equity interest of Wheels Lab, Inc. (“Wheels”).
On December 31, 2024, following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer) to sell 100% of the European mobility and media businesses, (excluding Helbiz Doo, the Serbian subsidiary who provides the software development services to Everli) and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from such Note Holder. In October 2025, this condition precedent was satisfied (refer to subsequent event paragraph for further details).
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 the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. These accompanying unaudited condensed consolidated financial statements 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.
| 6 |
Micromobility.com, Inc. |
The condensed consolidated balance sheet as of December 31, 2024, 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, 2024, 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 expects to continue to have, an ongoing need to raise additional cash from outside sources to fund its 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 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 warrant and financial instruments.
Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements became effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.
| 7 |
Micromobility.com, Inc. |
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. This standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on disclosure.
In November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”, which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. This amendment is effective for annual and interim reporting periods beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this standard on the consolidated financial statements.
4. Discontinued Operations – Mobility and Media businesses
During the year ended December 31, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America and to sell the mobility and media operations in Italy, due to the high costs connected and the Company’s strategy to reduce the operating cash burn.
In connection with the suspension of the mobility business in the United States, the sale of Wheels assets and the expected sales of the European entities, the Company concluded that the assets, liabilities and results of operations of the Mobility and Media businesses met the criteria for classification as discontinued operations. As a result, the Company has presented the results of operations, cash flows and financial position of the mobility and media businesses as discontinued operations in the accompanying condensed consolidated financial statements and notes for all periods presented.
The following table presents the assets and liabilities of mobility and media businesses, classified as Discontinued Operations as of September 30, 2025, and December 31, 2024.
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables | ||||||||
| VAT receivables | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property, equipment and deposits, net | ||||||||
| Right of use assets, net | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| VAT payables | ||||||||
| Deferred revenues | ||||||||
| Deferred revenues – Related Party | ||||||||
| Short term financial liabilities, net | ||||||||
| Total current Liabilities | ||||||||
| Non-current financial liabilities, net | ||||||||
| Other non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| 8 |
Micromobility.com, Inc. |
The following table presents the results of operations for the three and nine months ended September 30, 2025, and 2024 for the mobility and media business, classified as Discontinued Operations.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Write-off leasehold improvements | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (Loss) from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on extinguishment of AP | ||||||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expenses), net | ( | ) | ( | ) | ||||||||||||
| Gain from Wheels sales | ||||||||||||||||
| Net income (loss) from discontinued operations | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Revenues from discontinued operations
Total
Revenues from discontinued operations recorded for the nine months ended September 30, 2025, amounting to $
Financial liabilities from discontinued operations
| September 30, 2025 | December 31, 2024 | |||||||
| Unsecured loans, net | ||||||||
| Advances from bank | ||||||||
| Total Financial Liabilities, net | ||||||||
| Of which classified as Current Financial Liabilities, net | ||||||||
| Of which classified as Non-Current Financial Liabilities, net | ||||||||
Unsecured loans
Unsecured loans amounting to
$
Advances from bank
During the year ended December 31, 2024, Helbiz Media, an Italian subsidiary of micromobility.com (fully owned by Helbiz Europe Limited) entered into a Service Supply agreement and into a Service agreement with Everli. Helbiz Media is one of the European entities expected to be sold to Palella Holdings LLC under the Stock Purchase Agreement entered on December 31, 2024.
| 9 |
Micromobility.com, Inc. |
The Service Supply Agreement
requires Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of
the agreement, Everli is to pay the Company $
The
In connection with the two
aforementioned agreements, the Company has entered into a financing arrangement with a banking institution whereby the Company receives
advances, net of repayments, amounting to $
During the three and nine months
ended September 30, 2025, the Company recorded $
5. Revenues
The table below shows the revenues breakdown for the three and nine months ended on September 30, 2025, and on September 30, 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| IT Services Revenues – Related party | $ | $ | $ | $ | ||||||||||||
| Total Revenues from continuing operations – Related Party | $ | $ | $ | $ | ||||||||||||
During February 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation
Agreement with Everli (a related party) requiring the Company to provide software development services. Helbiz Doo is not involved in the Stock Purchase Agreement entered on December 31, 2024 with Palella Holdings LLC.
6. Equipment, net
Equipment, net consists of the following.
| September 30, 2025 | December 31, 2024 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| R&D equipment | ||||||||
| Computers and software | ||||||||
| Total equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total equipment, net from continuing operations | $ | $ | ||||||
| 10 |
Micromobility.com, Inc. |
The following table summarizes the depreciation expenses recorded in the consolidated statement of operations from continuing operations for the three and nine months ended on September 30, 2025, and 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||
| General & administrative | $ | $ | ||||||||||||||
| Total depreciation expenses related to assets recorded for continuing operations | $ | $ | $ | $ | ||||||||||||
7. Financial liabilities, net
The Company's Financial liabilities from continuing operations consisted of the following.
| Weighted Average Interest Rate | September 30, 2025 | December 31, 2024 | ||||||||||
| Secured Convertible loan, net (Related-Party) | % | |||||||||||
| Promissory Note (Related-Party) | % | |||||||||||
| 2025 Amended Note (Third-Party) | % | |||||||||||
| Unsecured loans, net (Third-Party) | N/A | |||||||||||
| Other financial liabilities (Third-Party) | N/A | |||||||||||
| Total Current Financial Liabilities, net from continuing operations | ||||||||||||
The table below shows the amounts recorded for interest expenses, net and change in fair values of financial liabilities, in the condensed consolidated statement of operations from continuing operations for the three and six months ended on September 30, 2025, and September 30, 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Secured Convertible loan (Related-Party) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 2023 Convertible debt (Third-Party) | ( | ) | ( | ) | ||||||||||||
| 2025 Amended note (Third-Party) | ( | ) | ( | ) | ||||||||||||
| Unsecured loans (Third-Party) | ( | ) | ||||||||||||||
| Total Interest expenses, net | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 2025 Convertible note, net (Third-Party) | $ | $ | $ | ( | ) | $ | ||||||||||
| Other financial liabilities (Third-Party) | ||||||||||||||||
| Total Changes in fair value of financial liabilities, net | $ | $ | $ | ( | ) | $ | ||||||||||
| Promissory Note (Related-Party) | ||||||||||||||||
| Unsecured loans (Third-Party) | ||||||||||||||||
| 2025 Convertible note (Third-Party) - Issuance | ( | ) | ||||||||||||||
| 2025 Convertible note (Third-Party) – extinguishment / 2025 Amended note - issuance | ||||||||||||||||
| Total Gain (Loss) on extinguishment/issuance of financial debts, net | $ | $ | $ | $ | ||||||||||||
Secured convertible loan (Related-Party)
On December 8, 2023, the Company
entered into a Secured Loan Agreement with YA II PN, Ltd. The secured loan has a principal amount of $
| 11 |
Micromobility.com, Inc. |
On December 9, 2024, YA II PN, Ltd. sold the Secured Loan agreement to Palella Holdings LLC, which is qualified as a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer.
The Company was in default for non-payment under the terms of the Secured Loan Agreement. The Company continues to accrue interest based on 9.25% interest rate, considering that Palella Holdings LLC did not request the application of the default interest rate.
As of September 30, 2025, the
Company has $
Promissory Notes (Related-Party)
During the nine months ended
September 30, 2025, Palella Holdings LLC, which is qualified as a related party because it is the Company’s major shareholder, and
it is fully owned by the former Company’s Chief Executive Officer, provided to the Company $
As
a result of the above transactions, on September 30, 2025, the Company has $
2025 Convertible note, net (Third-Party) – 2025 Amended note (Third-Party)
Terms and conditions
On April 21, 2025, the Company
entered into a Convertible Note with YA II PN, Ltd. (“YA”), for a principal amount of $
| i) | $155 was used to settle a bridge loan in an equal amount from YA to the Company dated April 15, 2025; |
| ii) | $250 was used as payment of an implementation fee for the Convertible Note, |
| iii) | $1,500 was deposited into escrow subject to an escrow agreement (the “Judgment Escrow Agreement”) for the settlement of an outstanding judgment, and |
| iv) | $845 was deposited into escrow subject to an escrow agreement (the “Company Escrow Agreement”) for general administrative expenses. |
The funds held in escrows under
the Judgment Escrow Agreement and the Company Escrow Agreement were subject to release upon the occurrence of certain events, including
mutual written instructions, the lapse of specified time periods, or the completion of a proposed business combination. As the triggering
conditions were not met, on May 16, 2025, the amounts held in escrows, amounting to $
YA had the right to convert the Convertible Note into shares of Company’s Class A common stock, based on a formula, which was taking into consideration the daily trading performance of the Company. A mandatory repayment schedule would be triggered in the event of certain predefined conditions related to trading performance, share issuance limits, or resale restrictions.
Initial recognition
At the issuance date of the 2025 Convertible Note, the Company has elected the fair value option to account for the financial instrument. The Company recorded the Note at fair value upon issuance, amounting to $2,750, based on a third-party valuation. The difference between the fair value and the cash proceeds received, amounting to $249 has been recorded in the condensed consolidated statement of operations for the nine months ended September 30, 2025 as Gain (Loss) on extinguishment/issuance of financial debts, net.
| 12 |
Micromobility.com, Inc. |
August 25, 2025 – Mutual Agreement
YA and the Company entered into a Mutual Agreement effective August 25, 2025, amending a) 2025 Convertible Note and b) Standby Equity Purchase Agreement (“April 2025 SEPA), both financial instruments entered on April 21, 2025. In detail, the Company and YA agreed to:
| - | terminate the April 2025 SEPA and related Registration Rights Agreement; |
| - | waive April 2025 SEPA Commitment fees, amounted to $500, originally recorded as Account Payables; |
| - | waive Implementation fees, amounted to $250; |
| - | amend the 2025 Convertible note by eliminating the conversion features and
establishing a new principal outstanding amounting to $ |
The Company determined that the amendment to the original 2025 Convertible Note constituted (a) an extinguishment of the existing financial liability and (b) the issuance of a new financial liability. On August 25, 2025, the fair value of the original 2025 Convertible Note, amounting to $415, was derecognized, and the new 2025 Amended Note was recognized at its fair value, corresponding to the new principal amount of $155. The difference of $260 between the carrying amount of the extinguished convertible note and the fair value of the new instrument was recognized in the Company’s condensed consolidated statement of operations for the nine months ended September 30, 2025, as Gain on extinguishment/issuance of financial debts, net.
The terms and conditions of
the 2025 amended note are the following: principal amount of $155, with
Unsecured loans
2022 unsecured note
On July 15, 2022, the Company
issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $
On October 30, 2024, the Company received a judgment against it from the Supreme Court of the State of New York for the payment of the full principal, interest and costs and disbursements in connection with the 2022 unsecured note. The Company is currently identifying and evaluating the alternative paths for facing the judgement. The Company stopped accruing interest, starting from October 30, 2024.
As a result on September 30,
2025, the Company has $
Unsecured debts – assumed from previous business combination
As of September 30, 2025, the
Company has $
8. 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.
| 13 |
Micromobility.com, Inc. |
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 condensed 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.
During the year ended December
31, 2024, the Company was named as a defendant in an action brought in the Supreme Court of New York County, New York, for which a motion
for summary judgment was entered into in October 2024 against the Company. The case is captioned Bernheim Investment Fund SICAV, vs. Micromobility.om
Inc. The court’s order granting summary judgment awarded the plaintiff for the full amount of principal and interest overdue. The
amount is recorded as Short-term financial liabilities in the consolidated financial statement, amounting to $
As of September 30, 2025, and December 31, 2024, the Company concluded that no losses on litigation were probable and reasonable estimable.
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
The following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Equity Incentive Plan - Common Stock Purchase Option | ||||||||||||||||
| Secured Convertible loan (Related-Party) | ||||||||||||||||
| Convertible notes (Third-Party) | ||||||||||||||||
| Common Stocks to be issued outside equity incentive Plans | ||||||||||||||||
| Common Stock Purchase Warrants | ||||||||||||||||
| Total number of Common Shares not included in the EPS Basic and diluted | ||||||||||||||||
10. Standby Equity Purchase Agreements
On April 21, 2025, the
YA and the Company entered
into a Mutual Agreement, effective as of August 25, 2025, based on which they agreed to early terminate the April 2025 SEPA with complete
cancellation of the April 2025 SEPA Commitment fees, amounted to $
| 14 |
Micromobility.com, Inc. |
The table below presents the impact on the condensed consolidated statements of operations related to the SEPAs for the three and nine months ended September 30, 2025, and 2024.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| SEPAs transaction costs | $ | $ | $ | ( | ) | $ | ||||||||||
| SEPA – early termination | ||||||||||||||||
| Other SEPA financial expenses, net | ( | ) | ||||||||||||||
| Total SEPA financial income (expenses), net | $ | $ | $ | $ | ( | ) | ||||||||||
During the nine months ended
September 30, 2024, the Company delivered multiple advance notices, under the 2023 SEPA for the sale of Class A Common Shares,
resulting in cumulative gross proceeds of $
11. Segment and geographic information
The Company reports as one reporting segment related to software development services. The Company’s CEO, who is the Company’s Chief Operating Decision Maker (“CODM”), assesses performance of our reporting segment and decides how to allocate resources based on consolidated net loss from operations that is also reported on the consolidated statement of operations as consolidated net loss from operations for continuing operations. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets from continuing operations. The Company does not have separate business units or segment managers or vertical leaders who report to CODM with respect to operations, operating results or planning for levels or components below the total Company level. The Company’s reporting segment is strictly related to a Service Agreement with a related party, Everli S.p.A. for providing software development services.
The Company’s segment operating performance measures are segment Revenue and Operating Expenses. The CODM does not evaluate operating segment using asset information and, accordingly, the Company does not report asset information by segment. The following table provides information about Company’s segments and a reconciliation of the total segment Revenue and Operating Expenses to loss from operations.
| 15 |
Micromobility.com, Inc. |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| IT Services Revenues – Related Party | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Developer Payroll | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Other Cost of revenues | ||||||||||||||||
| Total Cost of Revenues | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Professional services fees | ||||||||||||||||
| Non-income taxes | ||||||||||||||||
| G&A Payroll | ||||||||||||||||
| Software | ||||||||||||||||
| Lease expenses for offices and corporate houses | ||||||||||||||||
| Amortization, depreciation and loss on disposal | ||||||||||||||||
| Other Corporate expenses | ||||||||||||||||
| Total General and administrative | $ | $ | $ | $ | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Changes in fair value of financial liabilities, net | ( | ) | ||||||||||||||
| Legal claims - accruals | ( | ) | ( | ) | ||||||||||||
| Gain (Loss) on extinguishment/issuance of financial debts | ||||||||||||||||
| SEPA cancellation (fees waived) | ||||||||||||||||
| SEPA financial expenses, net | ( | ) | ( | ) | ||||||||||||
| Other income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total non-operating income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Income Taxes | ||||||||||||||||
| Net income (loss) from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Net income (loss) from discontinued operations | ( | ) | $ | $ | ( | ) | $ | |||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||||||
Revenue by geography is based on where the software development was generated. All of our revenue for the three and nine months ended September 30, 2025, and 2024 were generated in Serbia.
| 16 |
Micromobility.com, Inc. |
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 September 30, 2025, and December 31, 2024.
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Serbia | $ | $ | ||||||
| United States | ||||||||
| Total long-lived assets | $ | $ | ||||||
13. Related Party Transactions
2024 Stock Purchase Agreement - Palella Holdings LLC
On December 31, 2024, following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s President and Chief Executive Officer) for selling 100% of the equity interest of the European entities, excluding Helbiz Doo (the Serbian entity generating the IT revenues), and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from such Note Holder.
The closing conditions had not been satisfied as of September 30, 2025 (refer to subsequent event paragraph for further information).
Agreements between Helbiz Media and Everli S.p.A.
During
the year ended December 31, 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement described
above), entered into a Service Supply Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder
and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) requiring
Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement,
Everli is to pay the Company $
On November 11, 2024, the
No Revenues have been recorded in the discontinued operations for these two agreements during the nine months ended September 30, 2025.
Agreement between Helbiz Doo and Everli S.p.A.
During
the year ended 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli
S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest
in Everli S.p.A.) requiring Helbiz Doo to provide
software development services. During the nine months ended September 30, 2025, pursuant to the Agreement and related amendment, the Company
issued invoices amounting to $1,523, of which $1,216 have been paid during the nine months ended September 30, 2025. The Company recorded
$
| 17 |
Micromobility.com, Inc. |
Related-Party Promissory Notes
During the nine months ended
September 30, 2025, Palella Holdings LLC, which is qualified as a related party because it is the Company’s major shareholder, and
it is fully owned by the former Company’s Chief Executive Officer, provided to the Company $684, under the original Promissory Note
with maturity date
As
a result of the above transactions, on September 30, 2025, the Company has $
14. Subsequent Events
Settlement - Short-term financial liabilities
On
October 30, 2024, the Supreme Court of the State of New York entered a judgment against us in favor of Bernheim Investment Fund SICAV
(“Bernheim”) for the sum of $
October 2025 Standby Equity Purchase Agreement and Convertible Promissory Note
We entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (“YA”), dated October 20, 2025 (the “October 2025 SEPA”), pursuant to which we shall have the right to issue and sell to YA, and YA shall purchase from us, up to $25 million in aggregate gross purchase price (the “Commitment Amount”) of newly issued fully paid shares of our common stock. The October 2025 SEPA shall terminate on the earliest of (i) October 20, 2028 and (ii) the date on which YA shall have made payment of any advances requested pursuant to the October 2025 SEPA for shares of our common stock equal to the Commitment Amount. Each sale that we request under the October 2025 SEPA (an “Advance”) may be for a number of shares of common stock that we may determine, subject to certain limitations set forth in the October 2025 SEPA. The shares of common stock purchased pursuant to an Advance delivered by us will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of Common Stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by us in the Advance Notice or there is no VWAP on the subject trading day. The purchase is subject to certain limitations, including that YA purchase any shares that would result in it owning more than 4.99% of our common stock.
In
connection with the execution of the October 2025 SEPA, we agreed to pay a commitment fee of $
In
connection with the October 2025 SEPA, YA agreed to advance to the Company the principal amount of $
| 18 |
Micromobility.com, Inc. |
The Convertible Promissory Note may be converted by YA into shares of common stock, such shares shall be valued at the lower of (i) $.006 per share (the “Fixed Price”) or (ii) 95% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the date of such conversion (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price (as defined below) then in effect. On the fourth Trading Day following the listing of our common stock on a national exchange (the “Fixed Price Reset Date”), the Fixed Price shall be adjusted (downwards only) to equal the average VWAP for the three trading days immediately prior to the Fixed Price Reset Date. The “Floor Price” respect to the Variable Price, shall mean, (i) prior to an uplisting of our common stock to a national exchange, nil, and (ii) following such an uplisting, 20% of the initial listing price on such exchange.
At any time during the Commitment Period that there is a balance outstanding under the Convertible Promissory Note, YA may deliver notice (an “Investor Notice”) to the Company to cause an Advance Notice to be deemed delivered to YA and the issuance and sale of shares of common stock to YA pursuant to an Advance (an “Investor Advance”) in an amount not to exceed the balance owed under the Promissory Note outstanding on the date of delivery of such Investor Notice. As a result of an Investor Advance, the amounts payable under the Convertible Promissory Note will be offset by such amount subject to each Investor Advance.
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
The following discussion refers to the financial results of micromobility.com, Inc. for the three and nine months ended September 30, 2025, and 2024. 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. (together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarters in New York, New York.
During the year ended December 31, 2024, the Company shifted its core business from micromobility and media services to software services. During 2024, Helbiz Doo, the Serbian subsidiary of the Company, entered into a Service agreement with Everli S.p.A., a related party (an entity controlled by the Company’s major shareholder and former President and Chief Executive Officer), for providing software development services and services for preparing it for an initial public offering.
The Company currently has offices in New York and Belgrade.
Recent events – Discontinued operations
The Company was an intra-urban transportation and media company, offering affordable, accessible, and sustainable forms of personal transportation, and providing live and non-live media content. During 2024, the Company decided to drastically reduce, and in some areas suspend, its mobility and media operations, both in Italy and the United States of America, due to the high costs and related cash burn.
Following the decision to reduce its mobility and media operations, the Company entered into two Securities Purchase Agreements for selling the mobility and media businesses.
On August 19, 2024, following the indefinite suspension of the mobility business in the United States of America the Company entered into a Securities Purchase Agreement with a third-party, not considered a customer, for selling 100% of the equity interest of Wheels Lab, Inc. (“Wheels”), no closing conditions were included in the Securities Purchase Agreement.
| 20 |
On December 31, 2024, following the decision to reduce the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s President and Chief Executive Officer) for selling 100% of the equity interest of Helbiz Europe Limited (excluding Helbiz Doo and including Helbiz Media) and micromobility.com Italia S.r.l. and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from such Note Holder.
In January 2025, Helbiz Media paid $1.6 million to LNPB as last payment of the settlement agreement entered in February 2024.
Consolidated Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage of our net revenue for those periods. Percentages presented in the following tables may not sum due to rounding.
Comparison of the Three and Nine months ended September 30, 2025, and 2024
The following table summarizes our consolidated results of operations from continuing operations for the three and nine months ended September 30, 2025, and 2024.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue – Related Party | $ | 610 | $ | 451 | $ | 1,563 | $ | 977 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 412 | 307 | 1,107 | 809 | ||||||||||||
| General and administrative | 418 | 500 | 1,415 | 2,715 | ||||||||||||
| Total operating expenses | 830 | 807 | 2,522 | 3,524 | ||||||||||||
| Loss from operations | (220 | ) | (356 | ) | (959 | ) | (2,547 | ) | ||||||||
| Total non-operating income (expenses), net | 599 | (909 | ) | (475 | ) | (3,805 | ) | |||||||||
| Income Taxes | — | — | — | — | ||||||||||||
| Net income (loss) from continuing operations | $ | 379 | $ | (1,265 | ) | $ | (1,434 | ) | $ | (6,352 | ) | |||||
The following table shows our results of operations from continuing operations as a percentage of our revenues from continuing operations for those periods. Percentages presented in the following tables may not sum due to rounding.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue – Related Party | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | (68 | )% | (68 | )% | (71 | )% | (83 | )% | ||||||||
| General and administrative | (69 | )% | (111 | )% | (91 | )% | (278 | )% | ||||||||
| Total operating expenses | (136 | )% | (179 | )% | (161 | )% | (361 | )% | ||||||||
| Loss from operations | (36 | )% | (79 | )% | (61 | )% | (261 | )% | ||||||||
| Total non-operating expenses, net | 98 | % | (202 | )% | (30 | )% | (389 | )% | ||||||||
| Income Taxes | — | — | — | — | ||||||||||||
| Net loss from continuing operations | 62 | % | $ | (280 | )% | $ | (92 | )% | $ | (650 | )% | |||||
| 21 |
The following table summarizes our consolidated results of operations from discontinued operations for the three and nine months ended September 30, 2025, and 2024.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | — | $ | 325 | $ | 339 | $ | 1,156 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | 35 | 259 | 152 | 1,815 | ||||||||||||
| Sales and marketing | — | 16 | — | 602 | ||||||||||||
| General and administrative | 34 | 381 | 150 | 864 | ||||||||||||
| Write-off leasehold improvements | — | 937 | — | 937 | ||||||||||||
| Total operating expenses | 69 | 1,593 | 302 | 4,218 | ||||||||||||
| Income (Loss) from discontinued operations | (69 | ) | (1,268 | ) | 37 | (3,062 | ) | |||||||||
| Total non-operating income (expenses), net | (194 | ) | 7,507 | (444 | ) | 8,319 | ||||||||||
| Net income (loss) from discontinued operations | $ | (263 | ) | $ | 6,239 | $ | (407 | ) | $ | 5,257 | ||||||
Revenues
The following table summarizes our net revenues for continuing and discontinued operations for the three and nine months ended September 30, 2025, and 2024.
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||
| IT Services Revenues – Related party | $ | 610 | $ | 451 | 35 | % | $ | 1,563 | $ | 977 | 60 | % | ||||||||||||
| Total Revenues from continuing operations – Related Party | $ | 610 | $ | 451 | 35 | % | $ | 1,563 | $ | 977 | 60 | % | ||||||||||||
| Total Revenues from discontinued operations – Third Party | — | $ | 325 | — | $ | 339 | $ | 1,156 | (71 | )% | ||||||||||||||
Revenues from continuing operations
Total Revenues from continuing operations are related to a service agreement entered in February 2024 between Helbiz Doo and Everli which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli. The Service Agreement requires the Company to provide software development services for Everli.
The increase amounted to $159 and $586 comparing the three and nine months ended September 30, 2025, with three and nine months ended September 30, 2024, respectively, is mainly explained by the increase in the IT activities requested by Everli to Helbiz Doo.
Revenues from discontinued operations
Total Revenues from discontinued operations recorded during the nine months ended September 30, 2025 is related to a non-recurring event: the expiration and deletion of the US mobility wallets.
| 22 |
Cost of Revenues
The following table summarizes our Cost of Revenues for continuing and discontinued operations for the three and nine months ended September 30, 2025, and 2024.
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||
| IT Developer Payroll | $ | 410 | 290 | 41 | % | $ | 1,086 | 750 | 45 | % | ||||||||||||||
| Depreciation | — | 15 | — | 15 | 44 | (66 | )% | |||||||||||||||||
| Other Cost of revenues | 2 | 2 | 0 | % | 6 | 15 | (60 | )% | ||||||||||||||||
| Total - Cost of revenues from continuing operations | 412 | $ | 307 | 34 | % | 1,107 | $ | 809 | 37 | % | ||||||||||||||
| Total - Cost of revenues from discontinued operations | 35 | 259 | (86 | )% | 152 | 1,815 | (92 | )% | ||||||||||||||||
Cost of Revenues from continuing operations
Cost of Revenues from continuing operations increased by $105 or 34% from $307 for the three months ended September 30, 2024, to $412 for the three months ended September 30, 2025, and by $298 or 37% from $809 for the nine months ended September 30, 2024, to $1,107 for the nine months ended September 30, 2025.
The increase is mainly related to the increase in IT Developer payroll expenses which increased as a result of the IT workforce increase. IT developers employed by the Company are fully involved in the software development activities for Everli.
Cost of Revenues from discontinued operations
Cost of Revenue from discontinued operations is mainly related to media and mobility businesses expenses and showed a decrease of $224, or 86%, from $259 for the three months ended September 30, 2024, to $35 for the three months ended September 30, 2025, and a decrease of $1,663, or 92%, from $1,815 for the nine months ended September 30, 2024, to $152 for the nine months ended September 30, 2025. The decrease is in line with the Company decision to exit these businesses.
General and Administrative
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||
| Professional services fees | $ | 249 | $ | 119 | 109 | % | $ | 725 | $ | 807 | (10 | )% | ||||||||||||
| Non-income taxes | — | — | — | 222 | — | — | ||||||||||||||||||
| G&A Payroll | 93 | 112 | (17 | )% | 205 | 753 | (73 | )% | ||||||||||||||||
| Software | 31 | 70 | (56 | )% | 107 | 234 | (54 | )% | ||||||||||||||||
| Lease expenses for offices and corporate houses | 10 | 31 | (68 | )% | 41 | 80 | (49 | )% | ||||||||||||||||
| Amortization, depreciation and loss on disposal | 9 | 19 | (53 | )% | 27 | 70 | (61 | )% | ||||||||||||||||
| Other Corporate expenses | 26 | 149 | (83 | )% | 88 | 771 | (89 | )% | ||||||||||||||||
| Total – General and administrative from continuing operations | 418 | $ | 500 | (16 | )% | 1,415 | $ | 2,715 | (48 | )% | ||||||||||||||
| Total – General and administrative from discontinued operations | 34 | 381 | (91 | )% | 150 | 864 | (83 | )% | ||||||||||||||||
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General and administrative expenses from continuing operations
General and Administrative expenses from continuing operations decreased by $81 or 16% from $500 for the three months ended September 30, 2024, to $418 for the three months ended September 30, 2025, and by $1,300 or 48% from $2,715 for the nine months ended September 30, 2024, to $1,415 for the nine months ended September 30, 2025. General and administrative expenses recorded for the nine months ended September 30, 2025, is highly impacted by a non-recurring expenses amounted to $222 related to a non-income taxes due for filing tax extensions.
The decrease is mainly driven by the following reasons: a) reduction of professional srvices, highly impacted by the decrease of legal fees, b) decrease of workforce, including executives generating a decrease in G&A Payroll; c) reduction of Software expenses, several IT agreements were terminated and not renewed, d) exit from lease agreements related to offices, not renewed and e) general decrease of corporate expenses following the decision to drastically reduce the Company’s cash burn.
General and administrative expenses from discontinued operations
General and Administrative expenses from discontinued operations decreased by $347 or 91% from $381 for the three months ended September 30, 2024, to $34 for the three months ended September 30, 2025, and by $714 or 83% from $864 for the nine months ended September 30, 2024, to $150 for the nine months ended September 30, 2025. The decrease is in line with the Company’s disinvestment of media and mobility businesses and the decision to reduce the cash burn by these operations.
Total non-operating income (expense), net from continuing operations
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||
| Interest expense, net | $ | (154 | ) | (814 | ) | (81 | )% | $ | (481 | ) | (2,422 | ) | (80 | )% | ||||||||||
| Changes in fair value of financial liabilities, net | — | — | — | (8 | ) | — | — | |||||||||||||||||
| Legal claims - accruals | — | (10 | ) | — | — | (2,051 | ) | — | ||||||||||||||||
| Gain (Loss) on extinguishment/issuance of financial debts | 260 | — | — | 11 | 822 | (99 | )% | |||||||||||||||||
| SEPA cancellation (fees waived) | 500 | — | — | 500 | — | — | ||||||||||||||||||
| SEPA financial expenses, net | — | — | — | (500 | ) | (102 | ) | 390 | % | |||||||||||||||
| Other income (expenses), net | (7 | ) | (85 | ) | (92 | )% | 3 | (52 | ) | (106 | )% | |||||||||||||
| Total non-operating income (expenses), net from continuing operations | $ | 599 | (909 | ) | (166 | )% | $ | (475 | ) | (3,805 | ) | (88 | )% | |||||||||||
Non-operating income (expenses), net from continuing operations decreased by 166% or $1,508 comparing the three months ended September 30, 2025 with the three months ended September 30, 2024; and decreased by 88% or $3,330 comparing the nine months ended September 30, 2025 with the nine months ended September 30, 2024.
Interest expenses, net
Interest expenses decreased by $660, or 81%, from $814 for the three months ended September 30, 2024, to $154 for the three months ended September 30, 2025, and by $1,941, or 80%, from $2,422 for the nine months ended September 30, 2024, to $481 for the nine months ended September 30, 2025. The majority of the amount recorded as interest expenses, net for the three and nine months ended September 30, 2025 is related to the Secured Convertible loan (Related Party), because the other financial liabilities recorded in the consolidated condensed balance sheet as of September 30, 2025 are:
| - | Promissory note with zero interest rate; |
| - | 2025 convertible note recorded at fair value with changes recorded in Changes in fair value of financial liabilities, net; extinguished and amended into a note with 5% interest rate. The Company recorded immaterial interest expenses for the amended note. |
| - | Unsecured loans overdue for which the company is not accruing interest expenses. |
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Gain (loss) on extinguishment/issuance of financial debts
During the nine months ended September 30, 2025, the account is impacted by two non-recurring events related to the issuance and extinguishment of the 2025 Convertible note.
On April 21, 2025, the Company recorded $249 as Loss on issuance of 2025 Convertible note. The Company recorded the Note at fair value upon issuance, amounting to $2,750, based on a third-party valuation. The difference between the fair value and the cash proceeds received, amounting to $249 represented the loss recorded at issuance.
On August 25, 2025, the Company recorded $260 as Gain on extinguishment/issuance of financial debts. The gain is related to the Mutual Agreement entered between YA and the Company for amending the 2025 Convertible note. The Company determined that the amendment to the original 2025 Convertible Note constituted (a) an extinguishment of the existing financial liability and (b) the issuance of a new financial liability. On August 25, 2025, the fair value of the original 2025 Convertible Note, amounting to $415, was derecognized, and the new 2025 Amended Note was recognized at its fair value, corresponding to the new principal amount of $155. The difference of $260 between the carrying amount of the extinguished convertible note and the fair value of the new instrument was recognized as Gain on extinguishment/issuance of financial debts, net.
Gain on extinguishment of debt amounted to $822 for the nine months ended September 30, 2024 is related to:
| a) | an Amendment Agreement entered by the Company with the holder of an unsecured Note previously issued by Wheels Lab Inc (entity acquired in 2022). The Company settled $734 of the aforementioned Unsecured Note by issuing 928,942 Class A Common Stock in March 2024, for the reduction of the Company’s share price from the Amendment date to the issuance date the Company recorded a gain amounted to $728, and |
| b) | a conversion agreement was reached with Palella Holdings LLC (a related party) for the conversion of a portion of a promissory note outstanding. On June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date. |
SEPA financial expenses, net and SEPA cancellation (fees waived)
SEPA financial expenses, net, recorded during the nine months ended September 30, 2025 is related to a commitment fee for entering into the April 2025 SEPA on April 21, 2025, amounted to $500. The Company and YA entered into a Mutual Agreement, effective August 25, 2025, to terminate the April 2025 SEPA. Additionally, YA waived the obligation to pay the commitment fee. Based on the Mutual Agreement, the Company recorded extraordinary income of $500 for the waiver of the commitment fee,
SEPA financial expenses, net, recorded during the first nine months of 2024 were related to the multiple advance notices delivered by the Company, under the 2023 SEPA, for the sale of 35,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $564.
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue to have, an ongoing need to raise additional cash from outside sources to fund our operations and expand our business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support our cost structure.
As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $15. Refer to subsequent event paragraph for additional information regarding capital injection after September 30, 2025.
We plan to continue to fund our operations and expansion plan, through debt and equity financing, for the next twelve months.
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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. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
Indebtedness
The following table summarizes our indebtedness as of September 30, 2025.
| September 30, 2025 | ||||||||
| Continuing Operations | Discontinued Operations | |||||||
| Secured Convertible loan, net (Related-Party) | 6,778 | — | ||||||
| Promissory Note (Related-Party) | 489 | — | ||||||
| 2025 Amended Note (Third-Party) | 156 | — | ||||||
| Unsecured loans, net (Third-Party) | 3,854 | 1,984 | ||||||
| Advances from bank (Third-Party) | — | 13,655 | ||||||
| Other financial liabilities (Third-Party) | 31 | — | ||||||
| Total Financial Liabilities, net | 11,308 | 15,639 | ||||||
| Of which classified as Current Financial Liabilities, net | 11,308 | 15,639 | ||||||
As of September 30, 2025, the Company is in default for non-payment under the terms of the Secured Convertible loan, Promissory notes and the Unsecured loans. In October 30, 2024, the Company received a judgment against it from the Supreme Court of the State of New York for the payment of the full principal, interest and costs and disbursements in connection with the one of unsecured loan for approximately $2,454. Refer to Subsequent event paragraph for further information.
Securities outstanding as of September 30, 2025
As of September 30, 2025, we had the following outstanding securities:
| September 30, 2025 | ||||
| Class A Common Shares | 92,214,637 | |||
| Total Common Shares outstanding | 92,214,637 | |||
| Preferred stock | — | |||
| Total Preferred Stock outstanding | — | |||
| Warrants | 2,641 | |||
| Stock Option Plans | 970 | |||
| Restricted Stocks granted | 21 | |||
| Total Warrants, Restricted Stocks and Stock Options outstanding | 3,632 | |||
Common Shares and Preferred stocks
As of September 30, 2025, the Company’s charter authorized the issuance of up to 900,000,000 shares of Class A common stock, $0.00001 par value per share, and 100,000,000 shares of preferred stock at $0.00001 par value per share.
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Related Party Transactions
2024 Stock Purchase Agreement - Palella Holdings LLC
On December 31, 2024, following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s President and Chief Executive Officer) for selling 100% of the equity interest of the European entities, excluding Helbiz Doo (the Serbian entity generating the IT revenues), and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from such Note Holder.
The Closing conditions had not been satisfied as of September 30, 2025, refer to subsequent event paragraph for further information.
Agreements between Helbiz Media and Everli S.p.A.
During the year ended December 31, 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement described above), entered into a Service Supply Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) requiring Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $8,590 (including VAT, using September 30, 2025, EURO/USD exchange rate). During the nine months ended September 30, 2025, Everli paid 1,515 Euro (approximately $1,778 using September 30, 2025, exchange rate) to Helbiz Media, the amount received, net of VAT, has been recorded as Deferred Revenues – related party from discontinued operations.
On November 11, 2024, the Company entered into a service agreement with Everli. Helbiz Media, entered into a Service Agreement for the use of Helbiz Media platform, based on which Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024, to November 30, 2029. Under the terms of the service agreement, Everli is to pay the Company $16,428 (including VAT, using September 30, 2025 exchange rate) in two years from the signing date. As of September 30, 2025, the Company does not grant access to the platform to Everli and does not issue any invoices to Everli.
No Revenues have been recorded in the discontinued operations for these two agreements during the three and nine months ended September 30, 2025.
Agreement between Helbiz Doo and Everli S.p.A.
During the year ended 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) requiring Helbiz Doo to provide software development services. During the nine months ended September 30, 2025, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,523, of which $1,216 have been paid during the nine months ended September 30, 2025. The Company recorded $610 and $1,563 as IT Services Revenues - Related Party for the three and nine months ended September 30, 2025, respectively, during the same periods of 2024, the Company recorded $451 and $977, respectively.
Related-Party Promissory Notes
During the nine months ended September 30, 2025, Palella Holdings LLC, which is qualified as a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer, provided to the Company $684, under the original Promissory Note with maturity date January 31, 2025, and on an interest free basis. Additionally, during the nine months ended September 30, 2025, the Company repaid $423.
As a result of the above transactions, on September 30, 2025, the Company has $489 as outstanding principal. Considering the maturity date, January 31, 2025, the Company was in default for non-payment the principal under the terms of the Promissory Note.
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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 condensed 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 September 30, 2025, and December 31, 2024, the Company concluded that no losses on litigation were probable and reasonable estimable.
During the year ended December 31, 2024, the Company was named as a defendant in an action brought in the Supreme Court of New York County, New York, for which a motion for summary judgment was entered into in October 2024 against the Company. The case is captioned Bernheim Investment Fund SICAV, vs. Micromobility.om Inc. The court’s order granting summary judgment awarded the plaintiff for the full amount of principal and interest overdue. The amount is recorded as Short-term financial liabilities in the consolidated financial statement, amounting to $2,454; because it is related to the 2022 unsecured note that the Company issued in July, 2022 in exchange for 2,000 Euro with 6.75% as interest on an annual basis. Refer to subsequent event paragraph for further information. In October of 2025, we agreed with Bernheim to settle the judgment for a payment of €1,075. We have paid the amount outstanding under the Bernheim Settlement, and on October 24, 2025, Bernheim filed a Satisfaction of Money Judgment with the Supreme Court of the State of New York.
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 $300.
Critical Accounting 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 U.S. GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We did not identify any critical accounting estimate as defined above.
Off-Balance Sheet Arrangements
The Company did not have, during the periods presented, and it does not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based on such evaluation, due to a material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Material Weakness
Our management’s conclusion that our disclosure controls and procedures were ineffective was due to the identification of a material weakness in our internal control over financial reporting in connection with the preparation of our Financial Statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following material weakness in our internal control over financial reporting:
| • | We have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules to ensure the company's books and records are maintained in accordance with U.S. GAAP. |
| • | Due to the company's size and nature, segregation of all duties may not be possible and may not be economically feasible. |
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.
During the year ended December 31, 2024, we were named as a defendant in an action brought in the Supreme Court of New York County, New York, for which a motion for summary judgment was entered into in October 2024 against us. The case is captioned Bernheim Investment Fund SICAV, vs. Micromobility.om Inc. The court’s order granting summary judgment awarded the plaintiff for the full amount of principal and interest overdue. The amount is recorded as Short-term financial liabilities in our condensed consolidated unaudited financial statements for the period ended September 30, 2025, amounting to $2,454 because it is related to the 2022 unsecured note that the Company issued in July 2022 in exchange for 2,000 Euro with 6.75% as interest on an annual basis. In October of 2025, we agreed with Bernheim to settle the judgment for a payment of €1,075. We have paid the amount outstanding under the Bernheim Settlement, and on October 24, 2025, Bernheim filed a Satisfaction of Money Judgment with the Supreme Court of the State of New York.
As of September 30, 2025, we concluded that no losses on litigations were probable and reasonable estimable.
Since our annual report on Form 10-K for the year ended December 31, 2024, we have not been named as a party to any additional legal proceedings, and there are no material updates to any previously disclosed legal proceedings.
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 filed on April 15, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.
Item 3. Defaults Upon Senior Securities
As noted under legal proceedings and financial liabilities, we have failed to make payments that were due on:
| • | a secured convertible loan due on December 8, 2024, for principal and interests amounted to $6.8 million as of September 30, 2025. The secured loan holder is a related party, Palella Holdings LLC (Company’s major shareholder); |
| • | an unsecured promissory note issued on an interest free basis and due on January 31, 2025, for principal amounted to $0.5 million as of September 30, 2025. The secured loan holder is a related party, Palella Holdings LLC (Company’s major shareholder); |
| • | an unsecured promissory note assumed from a business combination due on December 15, 2024, for principal amounted to $1.4 million as of September 30, 2025; and |
| • | long-term bank loan entered in 2020, for principal and interests amounted to $1.6 million as of September 30, 2025; |
| • | long-term bank loans assumed from a business combination, for principal and interests amounted to $0.4 million as of September 30, 2025. |
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit | ||
| No. | Description | |
| 31.1* | Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1* | Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 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. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
* Filed herewith.
** Furnished herewith.
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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.
| micromobility.com, Inc. | ||
| Date: November 12, 2025 | By: | /s/ Gian Luca Spriano |
| Name: | Gian Luca Spriano | |
| Title: | Chief Executive Officer, Chief Financial Officer and Acting Principal Accounting Officer | |
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