UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the fiscal year ended
or
For the Transition Period from __________ to __________
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(Exact name of registrant specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s telephone number, including area
code: (
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered | ||
| None | None | None |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨
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by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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has been subject to such filing requirements for the past 90 days.
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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 during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
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 definition 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 | ¨ | |
| x | 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. ¨
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by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Yes ¨
If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
The aggregate market value of the voting securities
held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal
quarter, June 30, 2024, was approximately $
As of April 14, 2025, there were shares of the registrant’s common stock, $0.00001 par value, outstanding.
TABLE OF CONTENTS
Forward-Looking Statements
Statements contained in this annual report and any documents incorporated by reference herein that are not strictly historical may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements, many of which are outside of the control of the Company, and you should not place undue reliance on any such forward-looking statements. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties.
The forward-looking statements made herein speak only as of the date hereof and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.
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PART I
ITEM 1. BUSINESS
General
The Company is a technology-focused enterprise providing software development and business services to the transportation, mobility, and technology sectors. Leveraging years of operational experience and data in innovative and sustainable transportation solutions, the Company delivers scalable, white-label technology solutions for customers in the transportation, mobility and broader technology sectors.
The Company has adjusted its primary focus to the continued development and commercialization of its technology platform. The Company generates revenue primarily through an enterprise solutions model, that could provide white-label and enterprise-level software solutions to partners and clients in the transportation, mobility and broader technology sectors.
During the year ended December 31, 2024, we started providing software development services. To date, our only client has been Everli, S.p.A., a related party that is controlled by our majority shareholder, Salvatore Palella. These services generated approximately $1.4 million in revenue in our 2024 fiscal year.
Organizational History
We were originally incorporated in Delaware in 2015 as an intra-urban transportation company. In August 2021, a wholly-owned subsidiary of GVAC merged with and into Helbiz Holdings, Inc., with Helbiz Holdings, Inc. surviving the merger and as a wholly-owned subsidiary of GVAC. Because GVAC was a special purpose acquisition vehicle with no operations other than seeking a business combination with an operating entity, Helbiz Holdings, Inc. is considered the accounting survivor. In connection with the Merger, GVAC changed its name to Helbiz, Inc.
On December 18, 2023, the Company was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that as a result of the Company’s previously disclosed noncompliance with Nasdaq Listing Rules 5550(a)(2) and 5550(b)(2), Nasdaq has determined to delist the Company’s common stock and warrants from the Nasdaq Capital Market and, accordingly, will suspend trading in the Company’s common stock and warrants effective at the open of business, on December 20, 2023. On that same day the trading of the Company’s common stock and warrants commenced on the OTC Pink Sheets under its current trading symbol “MCOM” and “MCOMW”.
We previously offered our micromobility solutions in the United States, but starting in 2023, we began to significantly reduce the cities in which we offered such solutions. In 2024, we sold the last entities holding licenses to offer micromobility solutions in the United States.
During the year ended December 31, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected and the Company’s strategy to reduce the operating cash burn. On August 19, 2024, following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party.
During the year ended December 31, 2024, the Company decided to exit the mobility operations in Europe due to the declining Electric mobility sector and the company’s inability to raise additional capital to sustain the mobility operations. As of the date hereof, we no longer have mobility operations.
On December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to the transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited (which includes media and European mobility businesses) and Micromobility.com Italia S.r.l. and (ii) all rights, title and interest in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms, (ii) all intellectual property owned by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related data, as well as any internally produced material by us (including its subsidiaries) in exchange for a sales price of $0.1 million, as a reduction of our debt owned by the Purchaser. Prior to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is a wholly- and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of New York for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024 (or another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof, we have not received such approval, and we may never receive such approval.
Software and Advisory Services
From incorporation and into 2024, our primary business was the provision of on-demand transportation as a service through a fleet of electric vehicles that could be accessed on our mobile app. As part of the business, our information technology team, primarily run through our Serbian subsidiary, developed several in-house apps (including one focused on the users of our vehicles, another on servicing our vehicles when not in use and a third for streaming content on our media platform) and focused on other technological advancements such a geo-fencing features and online payment integration.
During the year ended December 31, 2024, we started providing software development services through our Serbian subsidiary. To date, our only client has been Everli, S.p.A., a related party that is controlled by our majority shareholder, Salvatore Palella. These services generated approximately $1.4 million in revenue in our 2024 fiscal year.
In detail, we provide software development services and advisory services to entities looking to become public companies, though as mentioned above, our only client to date for these services is a related party.
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Other business lines discontinued
Helbiz Media
We formed Helbiz Media, our wholly-owned subsidiary dedicated to the acquisition and distribution of content over Helbiz Live, an internally developed app. In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB content. The communications also requested the immediate payment of the invoices overdue amounting to $11.4 million. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5.4 million, last payment has been made in January 2025. During the year ended December 31, 2024, the Company recorded a gain from extinguishment of debt classified as discontinued operations. in the consolidated statement of operations amounted to $4.8 million.
As mentioned above, on December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to the transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com Italia S.r.l. Helbiz Media is fully owned by Helbiz Europe Limited and will be transferred if the closing conditions set out in the Stock Purchase Agreement are met.
Suppliers
The company has no material suppliers that it relies on for the software and advisory services.
Employees
As of March 31, 2025, we have 27 full-time employees and 2 part-time employees. None of our employees are subject to a collective bargaining agreement, and we believe that our relations with our employees generally are good.
The following table sets out the number of our employees on a full-time basis:
| Position | Employees | |||
| Management and administration | 6 | |||
| Customer Support | 4 | |||
| Technology/Research & Development | 17 | |||
| Total | 27 | |||
Material Agreements
In addition to our compensation agreements with management and other material agreements described elsewhere in this annual report, we have entered into the following material agreements under which we still have obligations or rights.
Loan and Security Agreement
On March 23, 2021, we entered into a Loan and Security Agreement (the “Loan and Security Agreement”) and other related agreements with four institutional lenders. Under the terms of the Loan and Security Agreement, the aggregate principal amount of the loan was $15 million dollars and we received net proceeds of $11.9 million thereunder. We are required to pay back such loan and any accrued and unpaid interest thereon on December 1, 2023.
The loan carries interest at 9.2% per annum, which increases in the event of a default under the loan to 13.2%. The interest of the loan is due monthly, but no payments need be made directly by us during the first year as twelve months of interest payments were held in reserve and the first interest payments are paid from that reserve until it is reduced to zero. At closing, we were required to pay in advance an intellectual property insurance premium of 3.5% per annum (or part thereof).
In connection with the loan, we granted the lenders a security interest in certain intellectual property held by us. In the event of a default, the lenders may acquire that intellectual property to settle any amounts due under the loan.
On December 8, 2023, we entered into an Assignment and Release Agreement (the “Assignment Agreement”) by and among the holder of the obligations under the Agreement (the “Assignor”) and YA II PN, Ltd. (the “Assignee”). Pursuant to that Assignment Agreement, in exchange for the settlement amount of approximately $3.6 million, the Assignor assigned and conveyed the aggregate principal amount outstanding (the “Principal”) under a loan agreement the Company entered into with the Assignor on March 23, 2021, to the Assignee. In connection with the Assignment Agreement, we also agreed to grant the Assignee conversion rights subject to the outstanding balance of $5.7 million (the “New Principal”), the remaining principal, subject to a conversion price of $1.25 per share of common stock of the Company (the “Conversion Price”). As a result, the Assignee may convert the New Principal in its sole discretion at any time on or prior to maturity at the Conversion Price. We may not convert any portion of the New Principal if such conversion would result in the Assignee beneficially owning more than 4.99% of our then issued common stock, provided that such limitation may be waived by the Assignee with 65 days’ notice.
In December 2024, the Loan and Security Agreement, totaling approximately $6.3 million in principal and accrued interests, were assigned to an entity controlled by our majority shareholder, Salvatore Palella. Refer to next paragraph “Assignment and Release Agreement” for further details As of December 31, 2024, the Company was in default for non-payment under the terms of the Loan and Secured Agreement.
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Assignment and Release Agreement
On December 9, 2024, we entered into an Assignment and Release Agreement with YA II PN, Ltd. and Palella Holdings, LLC. Pursuant to that Agreement, we consented to the transfer of all debt that we owed YA II PN, Ltd. from YA II PN Ltd. to Palella Holdings, LLC. Palella Holdings, LLC is a related party as its majority shareholder is Salvatore Palella who until recently was our Chief Executive Officer and one of our directors and who remains as our controlling shareholder. The debt that was transferred pursuant to the Assignment and Release Agreement consisted of (i) approximately $3.4 million of principal outstanding under a convertible promissory note in the original principal amount of $4 million that was issued pursuant to a Standby Equity Purchase Agreement, dated March 8, 2023, (ii) approximately $5.7 million of principal outstanding owed pursuant to a Loan and Security Agreement, dated as of March 23, 2021 (as amended on December 8, 2023), and (iii) approximately $0.1 million of SEPA fees outstanding.
Acquisition of Wheels Labs, Inc. and sale of Wheels
On November 18, 2022, we acquired all of the issued and outstanding shares of capital stock of Wheels Labs, Inc. (“Wheels”), and Wheels became our wholly-owned subsidiary when another wholly-owned subsidiary (“Merger Sub”) merged with and into Wheels (the “Merger”). In connection with the Merger, we entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) on October 24, 2022 with Wheels and Merger Sub and an Escrow Agreement with Wheels, Merger Sub, an escrow agent and an authorized representative of certain security holders of Wheels.
Pursuant to the Amended Merger Agreement, in exchange for all of the outstanding share capital of Wheels, Merger Sub merged with and into Wheels and became our wholly-owned subsidiary. The following is a summary of the Amended Merger Agreement, and we suggest that you review the entire Agreement, which is attached as an exhibit to this Current Report, if you would like to have a deeper understanding of its terms.
On August 19, 2024, following the strategic decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party. The buyer accepted to assume all the Wheels liabilities in exchange for the Wheels assets.
SEPAs
On March 8, 2023, we entered into a SEPA with Yorkville (the “March SEPA”). Pursuant to the March SEPA, we have the right, but not the obligation, to sell to Yorkville up to $50 million of shares of Class A common stock at our request any time during the commitment period commencing on March 8, 2023 and terminating on the earliest of (i) the first day of the month following the 24-month anniversary of the March SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the March SEPA for shares of our Class A common stock equal to the commitment amount of $50 million. Each sale we request under the March SEPA (an “Advance”) may be for a number of shares of Class A common stock equal to the greater of: (i) an amount equal to 100% of the average daily traded amount of the shares during the five Trading Day immediately preceding the delivery of an Advance Notice, or (ii) 5,000,000 shares of common stock. The shares would be purchased at 95.0% of the Option 1 Market Price, which is the lowest VWAP (the daily volume weighted average price of our Class A common stock for the applicable date on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading hours) in each of the three consecutive trading days commencing on the trading day following our submission of an Advance Notice to Yorkville, or 92.0% of the Option 2 Market Price, which is the VWAP during the period commencing upon receipt of such Advance Notice and ending on 4:00 p.m. on such day. An Advance with an Option 2 Market Price can only be selected with the consent of Yorkville.
In addition, subject to the mutual consent of the Company and Yorkville, we were able, from time to time, to request pre-advance loans from Yorkville, in the aggregate not to exceed $50,000,000 and pursuant to the terms and conditions set forth in the March SEPA and the accompanying promissory note attached thereto. Pre-Advance Loans could be repaid with cash (including the proceeds of an Advance) or in shares of Class A common stock if the holder elected to convert the promissory note issued in connection with such Pre-Advance Loan.
In connection with the execution of the March SEPA, we agreed to pay a commitment fee of $0.7 million as consideration for its irrevocable commitment to purchase the shares of Class A common stock upon the terms and subject to the satisfaction of the conditions set forth in the March SEPA.
The SEPA facility was discontinued in November of 2024.
In our fiscal 2024, we drew down approximately $0.6 million in exchange for the issuance of 35,400,000 shares of common stock under the SEPA.
Agreements with Everli S.P.A.
During the year ended December 31, 2024, we entered into three agreements with Everli S.P.A. (“Everli”). Everli was founded in 2014 and offers its grocery delivery service across cities in Europe. It is a related party as our former President and Chief Executive Officer, Salvatore Palella and our majority shareholder, has also majority equity interest in Everli. Two of the three agreements were entered into with our wholly-owned subsidiary, Helbiz Media, (entity fully owned by Helbiz Europe Limited) and the other is an Agreement on Business Cooperation entered into with our wholly-owned subsidiary, Helbiz Doo.
The Agreement on Business Cooperation is an agreement pursuant to which we will provide Everli with (i) software development services and (ii) services for preparing for an initial public offering. Pursuant to the Agreement on Business Cooperation, Everli is to pay us an initial payment of €200 thousands, approximately $220 thousands, within five days of entering into the agreement and a monthly payment of €100 thousands, approximately $110 thousands, subsequently amended to €128 thousands, approximately $140 thousand. This agreement has no fixed term and may be terminated by either party with 30 days’ notice.
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On December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to the transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited (including Helbiz Media) and Micromobility.com Italia S.r.l. As a result the two Agreements entered by Helbiz Media with Everli will be transferred to the new owner if the closing conditions set out in the Stock Purchase Agreement are met.
The Service Supply Agreement concerns Helbiz Media providing design, development, and communication ideas to Everli. Under the terms of the agreement, Everli is to pay us €7.3 million (including VAT), approximately $7.6 million, in exchange for our provision of “supply services for Everli according to the consolidated industry practice, from the design phase of the various work streams to the realization of the proposed solutions shared and approved by the client.”. The Parties are currently negotiating an amendment for extending or renegotiating the Service Supply Agreement which expired on March 1, 2025, considering that not all the agreed services have been provided.
On November 11, 2024, the Company entered into a third agreement with Everli. In detail, 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 €14 million (including VAT), approximately $14.5 million in two years from the signing date. As of December 31, 2024, we do not grant access to the platform to Everli, yet and does not issue any invoices to Everli.
Stock Purchase Agreement
On December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to transfer the and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com Italia S.r.l. and (ii) all rights, title and interest in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms, (ii) all intellectual property owned by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related data, as well as any internally produced material by us (including its subsidiaries) in exchange for a sales price of $0.1 million. Prior to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is a wholly- and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of New York for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024 (or another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof, we have not received such approval, and we may never receive such approval.
Loan from Palella Holdings LLC
On January 31, 2024, we issued a note to Palella Holdings LLC, an entity in which our former CEO and major shareholder is the sole shareholder, in exchange for net proceeds of $1 million. Pursuant to the terms of the note, we are to pay Palella Holdings LLC $1 million on an interest free basis on January 31, 2025. The note is convertible into shares of our common stock at a conversion price to be agreed upon between us and Palella Holding LLC at the time of such conversions. During the year ended December 31, 2024, the notes have been amended for increasing the net proceeds for up to $1.6 million. During the year ended December 31, 2024, the Company repaid a portion in cash and $0.7 million by issuing 47,029,465 shares of the Company’s Class A Common Stock.
On December 31, 2024, the Company has approximately $0.2 million as outstanding principal.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
As part of
Risks from Cybersecurity Threats
As of the date of this filing,
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Governance
ITEM 2. PROPERTIES
Our headquarters are located at 500 Broome Street, New York, NY.
We do not currently own any real estate and do not intend to purchase any real estate in the near term.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in legal proceedings arising in the ordinary course of the business. There are currently no material legal proceedings against us or that have been against us, and we are not aware of investigations being conduct by a governmental entity into our company.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Common Stock
Our Class A common stock is listed on the on the OTCQB. For a portion of our 2024 fiscal year, it traded on the OTC Pink Sheets. The following table sets forth, for the periods indicated the high and low closing prices of our common stock on the OTCQB or OTC Pink Sheets as reported by Yahoo Finance.
| High Closing Price | Low Closing Price | |||||||
| Fiscal Year 2024 (quarter ended) | ||||||||
| December 31, 2024 | $ | 0.013 | $ | 0.010 | ||||
| September 30, 2024 | $ | 0.014 | $ | 0.010 | ||||
| June 30, 2024 | $ | 0.017 | $ | 0.006 | ||||
| March 31, 2024 | $ | 0.070 | $ | 0.005 | ||||
The last reported sales price for our shares of common stock on the Nasdaq Capital Market as of April 14, 2025, was $0.005 per share. As of December 31, 2024, we had approximately 96 shareholders of record for our common stock.
Transfer Agent
The transfer agent for our common stock is Continental Stock Transfer & Trust Company. The transfer agent and warrant agent’s telephone number and address is (212) 509-4000 and 1 State Street, 30th Floor, New York, NY. 10004.
Dividends
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will depend upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.
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Nasdaq and OTCQB Compliance
On December 20, 2023, our common stock was delisted from the Nasdaq Capital Market for failure to meet continued listing requirements. We currently trade on the OTCQB but have ceased to remain in compliance with the OTCQB’s requirement that shares of stock traded thereon not trade below $0.01 for more than 30 consecutive days. If we are removed from the OTCQB, our stock will trade on the OTC Pink Sheets. Historically, stock that trades on the OTC Pink Sheets has had a lower volume than a stock that trades on a national securities exchange. We believe that the resulting material adverse consequences include:
| • | a limited availability of market quotations for our securities; | |
| • | reduced liquidity for our securities; | |
| • | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; | |
| • | a limited amount of news and analyst coverage; and | |
| • | a decreased ability to issue additional securities or obtain additional financing in the future. |
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 6. [RESERVED]
ITEM 7. 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 its plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “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 our financial results for the years ended December 31, 2024, December 31, 2023. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refers to micromobility.com, Inc. and its 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. In detail, 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 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 a strategic footprint with 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 area 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.
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 a Note holder.
Consolidated Results of Continuing Operations
The following tables set forth our results of operations for the periods presented. Percentages presented in the following tables may not sum due to rounding.
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Comparison of the Years ended December 31, 2024, and 2023
The following table summarizes our consolidated results of operations for continuing operations for the years ended December 31, 2024, and 2023.
| Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | 1,422 | $ | — | ||||
| Operating expenses: | ||||||||
| Cost of revenue | 1,114 | — | ||||||
| General and administrative | 2,611 | 17,982 | ||||||
| Research and development | — | 1,953 | ||||||
| Total operating expenses | 3,725 | 19,935 | ||||||
| Loss from operations | (2,303 | ) | (19,935 | ) | ||||
| Total non-operating income (expenses), net | (14 | ) | 1,176 | |||||
| Exchange gain (loss), net | (47 | ) | (59 | ) | ||||
| Income Taxes | — | (57 | ) | |||||
| Net loss from continuing operations | $ | (2,364 | ) | $ | (18,876 | ) | ||
The following table summarizes our consolidated results of operations for discontinued operations for the years ended December 31, 2024, and 2023.
| Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | 1,493 | $ | 9,844 | ||||
| Operating expenses: | ||||||||
| Cost of revenue | 2,227 | 28,999 | ||||||
| General and administrative | 1,155 | 4,934 | ||||||
| Research and development | — | 486 | ||||||
| Sales and marketing | 632 | 2,837 | ||||||
| Impairment of Goodwill and Intangible Assets | — | 16,660 | ||||||
| Write-off leasehold improvements | 937 | — | ||||||
| Total operating expenses | 4,951 | 53,916 | ||||||
| Loss from discontinued operations | (3,458 | ) | (44,072 | ) | ||||
| Total non-operating income (expenses), net | 13,970 | 893 | ||||||
| Net loss from discontinued operations | $ | 10,512 | $ | (43,179 | ) | |||
Revenues
During the year ended December 31, 2024, the Company shifted its core business from micromobility and media services to IT software services. In detail, 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. As a result, of the mentioned shift of the core business, the Company recorded media and mobility businesses as discontinued operations.
The following table summarizes our net revenues for continuing and discontinued operations for the years ended December 31, 2024, and 2023.
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | % Change | ||||||||||
| IT Services Revenues – Related party | 1,422 | — | — | |||||||||
| Total Revenues from continuing operations – Related Party | $ | 1,422 | $ | — | — | |||||||
| Total Revenues from discontinued operations – Third Party | $ | 1,493 | $ | 9,844 | (85 | )% | ||||||
Revenues from continuing operations
Total Revenues from continuing operations are related to a service agreement entered in 2024 with 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 mentioned Service Agreement requiring the Company to provide software development services for Everli. During the year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company recorded revenues for IT services rendered amounting to $1,422.
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Revenues from discontinued operations
Total Revenues from discontinued operations decreased by $8,352, or 85%, from $9,844 for the year ended December 31, 2023, to $1,493 for the year ended December 31, 2024. This decrease was primarily due to Company’s decision to exit the mobility and media operations, both in Italy and in the United States of America, due to the high costs and related cash burn.
Cost of Revenues
The following table summarizes our Cost of Revenues for continuing and discontinued operations for the years ended December 31, 2024, and 2023.
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | % Change | ||||||||||
| IT Developer Payroll | $ | 1,037 | $ | — | — | |||||||
| Depreciation | 59 | — | — | |||||||||
| Other Cost of revenues | 18 | — | — | |||||||||
| Total - Cost of revenues from continuing operations | 1,114 | — | — | |||||||||
| Total - Cost of revenues from discontinued operations | 2,227 | 28,999 | (92 | )% | ||||||||
Cost of Revenues from continuing operations
Cost of Revenue from continuing operations is mainly related to personnel-related costs amounting to $1,037 which represents 93% of the Total Cost of Revenues from continuing operations, amounting to $1,114. The 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 $26,772, or 92%, from $28,999 for the year ended December 31, 2023, to $2,227 for the year ended December 31, 2024. The decrease is in line with the Company strategy to exit these businesses for the high cash burn.
Research and development
The following table summarizes our Research and development costs for continuing and discontinued operations for the years ended December 31, 2024, and 2023.
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | % Change | ||||||||||
| Research and development from continuing operations | $ | — | $ | 1,953 | — | |||||||
| Research and development from discontinued operations | — | 486 | — | |||||||||
Research and development from continuing operations
Research and development from continuing operations is mainly related to personnel-related costs amounting to $1,953 for the year ended December 31, 2023. In detail, these costs were related to employees focused on developing new software and platforms; during the year ended December 31, 2024, these employees have been moved to Everli software development services. As a result, during the year ended December 31, 2024; the costs related to IT personnel have been reclassified to Cost of Revenues from continuing operations.
Research and development from discontinued operations
Cost of Revenue from discontinuing operations was mainly related to personnel-related costs amounting to $486 for the year ended December 31, 2023. In detail, these costs were related to employees hired in the United States of America focused on maintaining the mobility platform.
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General and Administrative
The following table summarizes our General and Administrative expenses for continuing and discontinued operations for the years ended December 31, 2024, and 2023.
Year Ended December 31, | ||||||||||||
| 2024 | 2023 | % Change | ||||||||||
| Professional services fees | $ | 950 | $ | 5,320 | (82 | )% | ||||||
| G&A Payroll | 458 | 5,178 | (91 | )% | ||||||||
| Insurances | 312 | 1,843 | (83 | )% | ||||||||
| Software | 277 | 874 | (68 | )% | ||||||||
| Lease expenses for offices and corporate houses | 152 | 833 | (82 | )% | ||||||||
| Amortization, depreciation and loss on disposal | 82 | 174 | (53 | )% | ||||||||
| Other Corporate expenses | 380 | 3,759 | (90 | )% | ||||||||
| Total – General and administrative from continuing operations | $ | 2,611 | $ | 17,982 | (85 | )% | ||||||
| Total – General and administrative from discontinued operations | $ | 1,155 | $ | 4,934 | (77 | )% | ||||||
General and administrative expenses from continuing operations
General and Administrative expenses from continuing operations decreased by $15,371 or 85% from $17,982 for the year ended December 31, 2023, to $2,611 for the year ended December 31, 2024.
The decrease is mainly driven by the following reasons: a) reduction of professional services by $4,371 or 82%, highly impacted by the renegotiation or exit of multiple advisor agreements, b) decrease of D&O insurance costs renegotiated during 2024; c) decrease of workforce, including executives generating a decrease in G&A Payroll of $4,720, or 91%; d) reduction of Software expenses for $597, or 68%, several agreements were terminated without renewals, e) exit from several lease agreements related to offices and corporate houses, not renewed, generating a decrease amounted to $682, or 82%, f) 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 $3,779 or 77% from $4,934 for the year ended December 31, 2023, to $1,155 for the year ended December 31, 2024. 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.
Other operating expenses from discontinued operations
The following table summarizes Other operating expenses for discontinued operations for the years ended December 31, 2024, and 2023.
Year Ended December 31, | ||||||||||||
| 2024 | 2023 | % Change | ||||||||||
| Sales and marketing | $ | 632 | $ | 2,837 | (78 | )% | ||||||
| Impairment of Goodwill and Intangible Assets | — | 16,660 | — | |||||||||
| Write-off leasehold improvements | 937 | — | — | |||||||||
| Total – Other operating expenses from discontinued operations | $ | 1,569 | $ | 19,497 | (92 | )% | ||||||
Sales and marketing expenses from discontinuing operations decreased by $2,205 or 78%, from $2,837 for the year ended December 31, 2023 to $632 for the year ended December 31, 2024. The decrease is explained by the Company’s strategy to exit the mobility and media businesses, and the related drastically reduction of marketing campaigns.
The decline in the Company’s market capitalization and the reduction of the mobility operations initiated during the year ended December 31, 2023, were the main impairment indicators. As a result, during the year ended December 31, 2023, the Company identified impairment indicators which indicate that the fair values of Wheels assets were below their carrying values; in detail, the Company recorded $13,826 as impairment of Wheels goodwill and $2,834 as impairment of Intangible assets.
| 10 |
During the year ended December 31, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority of the lease agreements related to warehouse facilities, including a retail store. In August 2024, the Company entered into a lease assignment agreement with a related party, for the early exit of a retail store in New York. As a result of the aforementioned agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which is an entity fully-owned by the Company’s major shareholder. The Company recorded as Other income from discontinued operations a gain of $85 from the early termination of the New York store lease; generated by the derecognition of the Right of Use of Asset, Security deposit and Operating lease liabilities. Additionally, the Company recorded $937 as Write-off leasehold improvements from discontinued operations for the derecognition of leasehold improvements related to the New York store.
Total non-operating income (expense), net from continuing operations
Year ended December 31, | ||||||||||||
| 2024 | 2023 | % Change | ||||||||||
| Interest expense, net | $ | (3,068 | ) | $ | (5,718 | ) | (46 | )% | ||||
| Gain (loss) on extinguishment of financial debts | 822 | 11,405 | (93 | )% | ||||||||
| Legal claims - releases | 2,250 | — | — | |||||||||
| SEPA financial income (expenses), net | (102 | ) | (4,215 | ) | (98 | )% | ||||||
| Other income (expenses), net | 84 | (296 | ) | (128 | )% | |||||||
| Total non-operating income (expenses), net from continuing operations | $ | (14 | ) | $ | 1,176 | (101 | )% | |||||
Non-operating income (expense), net, decreased by 101% or $1,190 from an income of $1,176 for the year ended December 31, 2023, to $14 of expenses for the year ended December 31, 2024.
Interest expenses, net
Interest expenses decreased by $2,650, or 46%, from $5,718 for the year ended December 31, 2023, to $3,068 for the year ended December 31, 2024. Such decrease is mainly driven by the overall decrease of the Company’s financial liabilities and the Related-party notes issued on an interest free basis.
Gain (loss) on extinguishment of financial debts
Gain on extinguishment of debt amounted to $822 and $11,405 for the year ended December 31, 2024 and 2023.
The 2024 gains are related to:
| a) | an Amendment Agreement entered by the Company with the holder of an unsecured Note. In detail, 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. |
| b) | A conversion agreement was reached with Palella Holdings LLC (a related party) for the conversion of a portion of a promissory note outstanding. In detail, 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. |
The 2023 gain is mainly related to the settlement of the secured loan; in detail, on November 27, 2023, the Company entered into a Settlement and Release Agreement with the institutional lender, amending the original loan agreement which had a principal outstanding of $15,000. The main amended term was the full satisfaction of the obligations under the original loan agreement in exchange of a payment of $3,595, on or prior December 8, 2023. The difference between the principal and the amount settled, amounting to $11,405 represents the gain.
Legal claims – releases
The Company recorded $2,250 as legal claims releases for the year ended December 31, 2024, the amount was related to a litigation dismissed with a former investor.
SEPA financial income (expenses), net
SEPA financial expenses, net decreased by $4,113, or 98%, from $4,215 for the year ended December 31, 2023, to $102 for the year ended December 31, 2024. Such decrease is mainly driven by the overall decrease of the SEPA usage, highly impacted by the Company’s decreases in market volatility and market price.
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Total non-operating income (expense), net from discontinued operations
|
Year ended December 31, |
||||||||||||
| 2024 | 2023 | % Change | ||||||||||
| Interest expense, net | $ | (617 | ) | $ | (292 | ) | 111 | % | ||||
| Gain (loss) on extinguishment of financial debts | — | 628 | — | |||||||||
| Gain (loss) on extinguishment of accounts payable | 7,008 | — | — | |||||||||
| Gain (loss) from Wheels sales | 7,596 | — | — | |||||||||
| Other income (expenses), net | (17 | ) | 557 | (103 | )% | |||||||
| Total non-operating income (expenses), net from discontinued operations | $ | 13,970 | $ | 893 | (1,465 | )% | ||||||
Non-operating income (expense), net, increased by 1465% or $13,077 from an income of $893 for the year ended December 31, 2023, to an income of $13,970 for the year ended December 31, 2024. The increase is mainly related to non-recurring items.
Gain (loss) on extinguishment of accounts payable
During the fiscal year ending December 31, 2024, the Company recognized a gain related to the extinguishment of certain outstanding accounts payable, amounting to $7,008. The gain resulted from these extinguishments is mainly related to multiple settlements with vendors, of which LNPB settlement represents $4,852. In detail, the Company derecognized the liabilities or portion of them upon the execution of settlement agreements, or when payments are made or when the Company is legally released from the obligation.
Gain (loss) on extinguishment of accounts payable
In August 2024, the Company sold 100% of the equity interest of Wheels. The transaction price of the sale is represented by the Wheels liabilities assumed by the Buyer, there was no cash consideration or variable consideration in the sales agreement.
The following table summarizes the assets sold and liabilities assumed by the Buyer, generating a gain amounted to $7,596.
| Cash and cash equivalents | $ | 3 | ||
| Prepaid and other current assets | 36 | |||
| Property and Equipment Gross | 3,120 | |||
| Property and Equipment Accumulated Depreciation | (3,115 | ) | ||
| Other non-current Assets | 34 | |||
| Total assets sold (Company’s book values) | $ | 78 | ||
| Accounts payables | (3,725 | ) | ||
| Financial liabilities | (578 | ) | ||
| Accrued expenses and other current liabilities | (1,510 | ) | ||
| Legal contingencies | (1,539 | ) | ||
| Deferred revenues | (322 | ) | ||
| Total Liabilities assumed (Company’s book values) | $ | (7,674 | ) | |
| Gain from the derecognition of nonfinancial assets | 7,596 | |||
| Total cash-consideration received from the sale | $ | — |
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Liquidity, Capital Resources and Indebtedness
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 December 31, 2024, our principal sources of liquidity were cash and cash equivalents of $397, of which $313 classified as discontinued operations.
We plan to continue to fund our operations through debt and equity financing, for the next twelve months.
We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations, including the new business lines. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
The following table summarizes our indebtedness as of December 31, 2024.
December 31, 2024 | ||||||||
| Continuing Operations | Discontinued Operations | |||||||
| Related-Party Secured Convertible loan, net* | 6,298 | — | ||||||
| Related-Party Promissory Note | 228 | — | ||||||
| Unsecured loans, net | 3,854 | 1,916 | ||||||
| Advances from bank | — | 11,460 | ||||||
| Other financial liabilities | 94 | — | ||||||
| Total Financial Liabilities, net | 10,475 | 13,376 | ||||||
| Of which classified as Current Financial Liabilities, net | 10,475 | 12,662 | ||||||
| Of which classified as Non-Current Financial Liabilities, net | — | 714 | ||||||
*the convertible debts have been sold to Palella Holdings LLC in December 2024 from YA II PN, Ltd., a financial institution considered a Third-Party.
Our financial liabilities, net increased by 55% or $8,480 from $15,371 for the year ended December 31, 2023, to $23,851 for the year ended December 31, 2024. The increase is mainly explained by the new line of credit recorded as Advances from bank, partially compensated by the repayments occurred during the year 2024.
As of December 31, 2024, the Company is in default for non-payment under the terms of the Secured Convertible loan 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. The Company is currently identifying and evaluating the alternative paths for facing the judgement and for renegotiating with Palella Holdings LLC and the other unsecured loan holders new re-payment plans.
Securities outstanding as of December 31, 2024
As of December 31, 2024, we had the following outstanding securities:
| December 30, 2024 | ||||
| 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 | 1,050 | |||
| Restricted Stocks granted | 21 | |||
| Total Warrants, Restricted Stocks and Stock Options outstanding | 3,712 | |||
Common Shares and Preferred stocks
As of December 31, 2024, 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 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 a Note holder.
Agreement with Everli S.p.A. – continuing operations
In the first quarter of 2024, the Company entered into a business agreement with Everli S.p.A. (“Everli”) which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli.
Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli requiring Helbiz Doo to provide software development services. During the year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,459 the amount have been fully paid during the year, for services rendered during the period in line with the Agreement. The Company recorded $1,422 as IT Services Revenues - Related Party for the year ended December 31, 2024.
Agreements with Everli S.p.A. – discontinuing operations
In the first quarter of 2024, the Company entered into a business agreement with Everli. In detail, Helbiz Media, an Italian subsidiary of micromobility.com, entered into a Service Supply Agreement with Everli 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 $7,576 (including VAT).
On November 11, 2024, the Company entered into a service agreement with Everli. In detail, 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 $14,490 (including VAT) in two years from the signing date. As of December 31, 2024, the Company does not grant access to the platform to Everli and does not issue any invoice to Everli.
No Revenues have been recorded in the discontinued operations for these two agreements during the year ended December 31, 2024.
Promissory Notes - Palella Holdings LLC
During the year ended December 31, 2024, 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 Chief Executive Officer), provided to the Company $3,181, on an interest free basis with maturity date January 31, 2025. During the year ended December 31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.
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. The conversion price applied for the aforementioned issuance is not applicable for further conversions.
As a result of the above repayment and conversion, on December 31, 2024, the Company has $228 as outstanding principal.
Secured convertible loan - Palella Holdings LLC
On December 8, 2023, the Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount of $5,750, with 37.5% issuance discount, December 8, 2024, as maturity date, 9.25% as annum interest rate and 13.25% as annum default interest rate. The secured loan shall be convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined as $1.25.
During the year ended December 31, 2024, YA II PN, Ltd. sold the Secured Loan agreement to 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 Chief Executive Officer).
As of December 31, 2024, the Company has $6,298 outstanding as principal and accumulated interests, and it was in default for non-payment under the terms of the Secured Loan Agreement. The Company is currently negotiating a new repayment plan with Palella Holdings LLC.
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Convertible debt - Palella Holdings LLC
During the year ended December 31, 2024, YA II PN, Ltd. sold a convertible Note to 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 Chief Executive Officer).
During the year ended December 31, 2024, the Company fully repaid in cash the convertible debt. In detail, a cumulative payment of $122 (of which $116 was principal, and $6 was payment premium) was paid to YA II PN, Ltd. while the remaining $3,619 (of which $3,447 was principal, and $172 was payment premium) was paid to Palella Holdings LLC.
Lease Assignment agreement – Revolving Store Inc
In August 2024, the Company entered into a Lease Assignment agreement with Revolving Store Inc, an entity controlled by Palella Holdings LLC. The Lease Assignment agreement established that Revolving Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023. The early exit from the New York store lease generated a gain for the Company amounted to $85, for the derecognition of the Operating Lease liabilities amounted to $643, partially compensated by the derecognition of the Right of use of Assets and Security deposit for cumulative $559. In detail, the Company had $86 of overdue monthly rents for the period from February 2024 to July 2024, assumed by the new tenant: Revolving Store Inc.
2023 Transactions
Fromer CEO (Salvatore Palella) conversion of deferred salaries
During the year ended December 31, 2023, our majority shareholder and former CEO converted a portion of his deferred salaries, totaling $78, into 87 shares of Class A Common Stock.
Fromer CEO (Salvatore Palella) Purchase of Series B Preferred Stock
On March 13, 2023, the Company issued 3,000 Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $0.5. Series B had no voting rights, except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder of the Company’s Series B was required to vote any proposal for a reverse stock split on a “mirrored” basis. This meant that the Series B holder was required to cast their votes “For” and “Against” each such proposal in the same proportions as the holders of Company’s Class A Common stock eligible and voting at the Special Meeting cast their votes, in the aggregate. On March 30, 2023, the Company’s Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share. As of December 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.
Conversion of Class B Common Stock
On August 12, 2023, the 1,897 shares of Class B common stock automatically converted into 1,897 shares of Class A common stock. On August 12, 2021, the Company issued the Class B Common Stock to the Company’s former CEO (Salvatore Palella), with the clause of an automatic conversion into Class A Common Stock on the second anniversary of the issuance (August 12, 2023).
Related party shipping
During the year ended December 31, 2023, the Company recorded as Cost of Revenues from discontinued operations $56 for shipping services provided by a related party. The service provider is a Company whose CEO is a parent of Salvatore Palella, Company’s majority shareholder via Palella Holdings LLC and former CEO of micromobility.com.
Board members conversion of deferred salaries
During the year ended December 31, 2023, board members converted a portion of their deferred salaries, totaling $69, into 1,062 Warrants to purchase shares of Class A Common Stock with a strike price of $174.00 and 5-years from issuance as expiration date.
During the year ended December 31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $90, into 397 shares of Class A Common Stock, generating a gain for the Company amounted to $25.
Litigation
The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages.
The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.
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As of December 31, 2024, and 2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded as Accruals for legal contingencies, included in Legal contingencies; $0 and $3,978 (of which $1,711 were related to Wheels and classified as Liabilities from discontinued operations for the year ended December 31, 2023), respectively.
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. The Company is currently identifying and evaluating the alternative paths for facing the judgement.
During the year ended December 31, 2024, the Company released an amount previously accrued, $2,250, related to a claim with a former investor who claimed financial losses amounting to $4,000 for breaching contractual obligations. The plaintiff recently withdrawn the claim and the Company released the full amount.
The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or probable; 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 consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| 16 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Year Ended December 31, 2024 and 2023 | ||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID |
F-2 | |||
| Financial Statements | ||||
| Consolidated Balance Sheets as of December 31, 2024, and 2023 | F-3 | |||
| Consolidated Statements of Operations and Comprehensive Loss | F-4 | |||
| Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit | F-5 | |||
| Consolidated Statements of Cash Flows | F-6 | |||
| Notes to Consolidated Financial Statements | F-7 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
micromobility.com, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of micromobility.com, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audits of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Marcum LLP
We have served as the Company’s auditor since 2021.
April 15, 2025
| F-2 |
Micromobility.com, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| VAT receivables | ||||||||
| Prepaid and other current assets | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Right of use assets | ||||||||
| Other assets | ||||||||
| Non-current assets of discontinued operations | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Accrued legal claims | ||||||||
| Deferred revenues – Related Party | ||||||||
| Short term financial liabilities, net | ||||||||
| Short term financial liabilities, net – Related Party | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current Liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Non-current liabilities of discontinued operations | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | Note 9 | |||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Class A Common stock, $ par value; shares authorized and; and shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively. | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Micromobility.com, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue - Related Party | $ | $ | ||||||
| Operating expenses: | ||||||||
| Cost of revenue | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Non-operating income (expenses), net | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Legal claims - releases | ||||||||
| Gain on extinguishment of financial debts | ||||||||
| SEPA financial income (expenses), net | ( | ) | ( | ) | ||||
| Other income (expenses), net | ( | ) | ||||||
| Total non-operating income (expenses), net | ( | ) | ||||||
| Exchange gain (loss), net | ( | ) | ( | ) | ||||
| Income Taxes | ( | ) | ||||||
| Net 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 income or loss per share, basic | ||||||||
| Weighted-average number of shares outstanding used to compute net income or loss per share, diluted | ||||||||
| Net income (loss) | ( | ) | ||||||
| Other comprehensive (loss) income, net of tax: | ||||||||
| Changes in foreign currency translation adjustments | ||||||||
| Net income (loss) and comprehensive income | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Micromobility.com, Inc.
Statements of Convertible Preferred Stock and Stockholders’ Deficit
(in thousands, except share and per share data which account for two reverse Splits occurred during year ended
December 31, 2023)
| SERIES A – CONVERTIBLE PREFERRED | Class A Common Stock | Class B Common Stock | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | |||||||||||||||||||||||||||
| STOCK | Shares | Amount | Shares | Amount | Deficit | (Loss) Income | DEFICIT | |||||||||||||||||||||||||
| Balance as of January 1, 2023 (Retroactive application of the two reverse split ratios 1:50 and 1:150) | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | |||||||||||||||||||||
| Issuance of shares of common stock – for Advance Notices under SEPA | — | |||||||||||||||||||||||||||||||
| Issuance of shares of common stock – for Conversion of Convertible Notes | — | |||||||||||||||||||||||||||||||
| Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks | ( | ) | — | |||||||||||||||||||||||||||||
| Issuance of shares of common stock and warrants – for various operating and investing activities | — | |||||||||||||||||||||||||||||||
| Share based compensation | — | |||||||||||||||||||||||||||||||
| Class B shares of common stock conversion into Class A shares of common stock | ( | ) | ||||||||||||||||||||||||||||||
| Changes in currency translation adjustment | — | — | ||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| 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 income (loss) | — | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Micromobility.com, Inc.
Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
| Years ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Operating activities | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Net income (loss) from discontinued operations | ( | ) | ||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Assets write-offs | ||||||||
| Non-cash interest expenses and amortization of debt discount | ||||||||
| Amortization of Right-of-use assets | ||||||||
| Share-based compensation | ||||||||
| Gain on extinguishment financial debts | ( | ) | ( | ) | ||||
| Gain on extinguishment Account Payables | ( | ) | ||||||
| Release of legal contingencies | ( | ) | ||||||
| Other non-cash activities | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Deferred Revenues – Related Party | ||||||||
| Prepaid and other assets | ||||||||
| Accounts payables | ( | ) | ( | ) | ||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in 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 | ||||||||
| 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 Class A common shares, net | ||||||||
| Net cash provided by (used in) 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 increase (decrease) in cash and cash equivalents, and restricted cash | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at beginning of period - continuing operations | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period - discontinued operations | ||||||||
| Cash and cash equivalents, and restricted cash, beginning of year | ||||||||
| Cash and cash equivalents, and restricted cash, end of the period | $ | $ | ||||||
| RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash, included in Current and Other assets | ||||||||
| 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 Related-party Promissory Notes | ||||||||
| Issuance of common shares – for conversion of financial liabilities | ||||||||
| Forfeiture of CEO Performance Awards | ||||||||
| Issuance of common shares – for conversion of Series A Preferred Shares | ||||||||
| Issuance of common shares - for Settlement of Payroll Liabilities | ||||||||
| Issuance of common shares - for Settlement of Account payables | ||||||||
| Issuance of warrants - for Settlement of Account payables | ||||||||
| Non-cash investing & financing activities from discontinued operations | ||||||||
| Derecognition of Wheels assets | ||||||||
| Derecognition of Wheels liabilities | ||||||||
| New Lease agreement | ||||||||
| Issuance of common shares – for purchasing Intangible Assets | ||||||||
| Lease agreements early termination | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
Micromobility.com, Inc.
Notes to Consolidated Financial Statements
(in thousands, except share and per share data
which account for two reverse Splits
occurred during year ended December 31, 2023)
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. In detail, 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.
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.
On August 19, 2024 (“Sale Date”), 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 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 Chief Executive Officer) for selling
Basis of Presentation
These 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, including the balances related to the subsidiaries involved in the Stock Purchase Agreement signed on December 31, 2024.
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 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.
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. 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 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.
| F-7 |
3. Significant Accounting Policies and Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with US 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 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.
Discontinued Operations
The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations (“ASC Topic 205-20”). A strategic shift typically includes the disposal of a major geographic area, a major line of business, or a significant equity investment.
When a business unit is classified as discontinued, the Company reports the results of operations, including any gain or loss on disposal, net of tax, separately from continuing operations in the consolidated statements of operations for both current and prior periods presented. Assets and liabilities associated with the discontinued operations are also presented separately in the consolidated balance sheets.
Segment Information
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer, Gian Luca Spriano, is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
For the year ended December 31, 2024, the Company has determined to have operated in one operating segment, IT services with revenues generated in Europe.
Revenue Recognition – continuing operations
The Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). In accordance with ASC Topic 606, the Company recognizes revenues when its customers obtain control of its product for an amount that reflects the consideration it expects to receive from its customers in exchange for that product. To determine revenue recognition for contracts that are determined to be in scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once the contract is determined to be within the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when such performance obligation is satisfied.
| F-8 |
The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The fair value of stock-based awards, granted or modified, is determined on the grant date at fair value, using appropriate valuation techniques. The Company accounts for forfeitures when they occur. In the event of a forfeiture of an unvested award, the previously recognized compensation expense related to that award is reversed in the period of forfeiture. Such reversals are recorded as a reduction to stock-based compensation expense within the consolidated statements of operations, with a corresponding decrease to additional paid-in capital. If the forfeiture relates to awards granted in prior periods that are now closed, the reversal is recorded as an adjustment to accumulated deficit.
Concentration of Credit Risk
Cash and cash equivalents, restricted cash are potentially subject to credit risk concentration. Cash and cash equivalents and restricted cash consist of cash deposits which typically exceed insured limits and are placed with international financial institutions. The Company has not experienced any material losses related to these concentrations during the periods presented.
Cash and Cash Equivalents
The Company maintains cash in bank deposits in different currencies, mainly the U.S. Dollar, Euro and Serbian Dinar.
Foreign Currency
The Company has operations in foreign countries whose functional currency is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate applicable during the period. Translation gains and losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in Exchange gain (loss), net in the accompanying consolidated statements of operations and comprehensive loss when incurred.
Equipment
Equipment consists of computers and software, furniture and fixtures, and IT equipment leased under finance lease. Equipment is stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for equipment commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.
The table below, shows the useful lives for the depreciation calculation using the straight-line method:
| Useful life | ||
| Computers and Software | ||
| Furniture and fixtures |
Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets.
| F-9 |
Financial Liabilities
The Company accounts for Financial Liabilities between Current and Non-current liabilities based on the re-payment terms and conditions.
At the issuance of each financial instrument the Company evaluates the presence of: embedded derivatives, other instruments issued in conjunction of the financial transactions such as warrants. In case the Company identified more than one financial instrument or embedded derivatives, the Company allocates the gross proceeds, at issuance date. For subsequent measurement of bifurcated embedded derivatives and warrants classified as liability the Company followed the applicable authoritative guidance which required subsequent adjustments of the instruments at fair value with impact on the Consolidated Statement of Operations.
Income Taxes
Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. The Company periodically reviews the recoverability of deferred tax assets recorded on the consolidated balance sheet and provides valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2024, and 2023.
Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules.
Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination of the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.
The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted.
A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.
The Company’s policy
is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense in the Consolidated
statements of operations and comprehensive loss. As of December 31, 2024, and 2023, the Company had
Basic net income (loss) per share is computed by dividing the income (loss) by the weighted-average number of shares of common stock outstanding during the period. The diluted income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period, unless the cumulative impact is anti-dilutive. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common stock are not assumed to have been issued if their effect is anti-dilutive.
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 will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.
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 our disclosure.
| F-10 |
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.
On August 19, 2024 (“Sale
date”), following the aforementioned decision to suspend the mobility operations in US, the Company sold
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 Chief Executive Officer) for selling
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 in the United States of America as discontinued operations in the accompanying 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:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| 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 | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Legal contingencies | ||||||||
| 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 | ||||||||
| F-11 |
The following table presents the results of operations for the years ended December 31, 2024, and 2023 for the mobility and media business, classified as Discontinued Operations:
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses: | ||||||||
| Cost of revenues | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| Impairment of Goodwill and Intangible Assets | ||||||||
| Write-off leasehold improvements | ||||||||
| Total operating expenses | ||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Gain (loss) on extinguishment of AP | ||||||||
| Interest expenses, net | ( | ) | ( | ) | ||||
| Other income (expenses), net | ( | ) | ||||||
| Gain from Wheels sales | ||||||||
| Net income (loss) from discontinued operations | ( | ) | ||||||
Amortization, Depreciation, Write-offs and Impairment from discontinued operations
The following table summarizes the write-offs, depreciation, amortization and impairment related to discontinued operations recorded in the consolidated statement of operations for the years ended on December 31, 2024, and 2023.
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Amortization and Depreciation recorded as Cost of revenues | $ | $ | ||||||
| Write-offs of fixed assets recorded as Cost of revenues | ||||||||
| Write-off leasehold improvements | ||||||||
| Impairment of Goodwill | ||||||||
| Impairment of Intangible Assets | ||||||||
| Amortization and Depreciation recorded as General & administrative | ||||||||
| Total impairments, write-offs, amortization and depreciation expenses related to assets recorded as discontinued operations | ||||||||
2024 Write-off leasehold improvements
During the year ended December 31, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority of the lease agreements related to warehouse facilities, including a retail store.
In August 2024, the
Company entered into a lease assignment agreement with a related party, for the early exit of a retail store in New York. As a result
of the aforementioned agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which
is an entity fully-owned by the Company’s major shareholder. The Company recorded as Other income from discontinued operations
a gain of $
| F-12 |
2023 Impairments and write-offs
During the year ended December
31, 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying
values. The decline in the Company’s market capitalization was the main impairment indicator. The Company completed a quantitative
impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including
goodwill and intangible assets. As a result, the Company impaired the net carrying value of Goodwill related to Wheels Lab Inc. business
combination amounted to $
During the year ended December
31, 2023, the Company also recorded $
Gain on extinguishment of Accounts Payable
During the fiscal year ending December 31,
2024, the Company recognized a gain related to the extinguishment of certain outstanding accounts payable, amounting to $
Sales of Wheels
On August 19, 2024 (“Sale date”), the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). The transaction price of the sale is represented by the Wheels liabilities assumed by the Buyer, there was no cash consideration or variable consideration in the sales agreement. Wheels was an entity operating in the mobility business environment with electric vehicles in the United States; as a result, Wheels assets, liabilities and result of operations (including the gain from the sale) are included in the discontinued operations for the period presented.
The following table summarizes the assets sold and liabilities assumed by the Buyer, at the Sale Date, August 19, 2024, which have been derecognized from the Company’s financial statement.
| Cash and cash equivalents | $ | |||
| Prepaid and other current assets | ||||
| Property and Equipment Gross | ||||
| Property and Equipment Accumulated Depreciation | ( | ) | ||
| Other non-current Assets | ||||
| Total assets sold (Company’s book values) | $ | |||
| Accounts payables | ( | ) | ||
| Financial liabilities | ( | ) | ||
| Accrued expenses and other current liabilities | ( | ) | ||
| Legal contingencies | ( | ) | ||
| Deferred revenues | ( | ) | ||
| Total Liabilities assumed (Company’s book values) | $ | ( | ) | |
| Gain from the derecognition of nonfinancial assets | ||||
| Total cash-consideration received from the sale | $ |
The gain generated by the sale transaction is primarily attributable to the fully amortized electric vehicles and the fully impaired intangible assets (such as patents) owned by Wheels.
Sales of European entities
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 Chief Executive Officer) for selling 100% of the equity interest of the European entities (which includes Helbiz Media and all the European mobility operations), excluding Helbiz Serbia (the 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 a Note holder.
| F-13 |
Financial liabilities
| December 31, 2024 | December 31, 2023 | |||||||
| Unsecured loans, net | ||||||||
| Advances from bank | ||||||||
| Other financial liabilities | ||||||||
| 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.
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, amounting to $
During the year ended
December 31, 2024, the Company recorded $
5. Revenue Recognition
The table below shows the revenues breakdown for the years ended on December 31, 2024, and 2023.
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| IT Services Revenues – Related party | $ | $ | ||||||
| Total Revenues from continuing operations – Related Party | $ | $ | ||||||
| Total Revenues from discontinued operations – Third Party | $ | $ | ||||||
During the year ended December
31, 2024, the Company entered into a service agreement with Everli which is a related party as the Company’s major shareholder and
former Chief Executive Officer has a majority equity interest in Everli. Helbiz Doo, the Serbian subsidiary of micromobility.com, entered
into a Business Cooperation Agreement with Everli requiring the Company to provide software development services. During the year ended
December 31, 2024, pursuant to the Agreement and related amendment, the Company recorded revenues for IT services rendered amounting to
$
6. Equipment, net
Equipment, net consists of the following:
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| R&D equipment | ||||||||
| Computers and software | ||||||||
| Total equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total equipment, net from continuing operations | $ | $ | ||||||
| Total equipment, net from discontinued operations | ||||||||
The following table summarizes the loss on disposal and depreciation expenses recorded in the consolidated statement of operations from continuing operations for the years ended on December 31, 2024, and 2023.
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cost of revenues | $ | $ | ||||||
| Research & Development | ||||||||
| General & administrative | ||||||||
| Total depreciation and loss on disposal expenses related to assets recorded for continuing operations | $ | $ | ||||||
| F-14 |
7. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following.
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Payroll liabilities | $ | $ | ||||||
| Finance lease liabilities | ||||||||
| Accrued expenses | ||||||||
Total accrued expenses and other current liabilities related to continuing operations | $ | $ | ||||||
8. Current and Non-current financial liabilities, net
The Company's Financial liabilities consisted of the following.
| Weighted Average Interest Rate | Maturity Date | December 31, 2024 | December 31, 2023 | |||||||||||
| Related-Party Secured Convertible loan, net* | % | |||||||||||||
| Related-Party Convertible debts, net* | N/A | N/A | ||||||||||||
| Related-Party Promissory Note | % | |||||||||||||
| Third-Party Unsecured loans, net | N/A | |||||||||||||
| Third-Party Other financial liabilities | N/A | |||||||||||||
| Total Current Financial Liabilities, net from continuing operations | ||||||||||||||
| * |
The table below shows the amounts recorded as Interest expense, net from continuing operations on the statements of operations for the years ended on December 31, 2024, and 2023.
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Convertible debts | $ | $ | ||||||
| Secured Convertible loan | ||||||||
| Unsecured loans | ||||||||
| Other interest (income) expenses | ||||||||
| Total Interest expenses, net | $ | $ | ||||||
Related-Party Secured convertible loan
On December 8, 2023, the
Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount
of $
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.
As of December 31, 2024, the Company has
$
Related-Party Convertible debt
On November 13, 2023, the
Company issued a Convertible note to YA II PN, Ltd. (the “Note holder”). The convertible note has a principal amount of $
On December 9, 2024, YA II PN, Ltd. sold the Convertible Note 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.
During the year ended December
31, 2024, the Company fully repaid in cash the convertible debt. In detail, a cumulative payment of $
| F-15 |
Related-Party Promissory Notes
During the year ended December
31, 2024, 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 $
During the year ended December
31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock. In detail,
on June 10, 2024, the Company and Palella Holdings LLC agreed to convert a portion of the Promissory 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 recorded a gain of $
As a result of the above repayment and conversion, on December 31, 2024, the Company has $
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 $
As a result on December 31, 2024, the
Unsecured debts – assumed from previous business combination
On December 28, 2023, the Company entered into a second Loan Amendment which restructured the loan with the following terms and conditions:
| • | $1,400 of the amount outstanding to be paid in cash on the earliest of: a) December 15, 2024, b) the date the Company will receive gross cash proceeds of at least $3 million from the offer and sale of any combination of Company’s equity securities or debt securities in a single transaction, or c) the date the Company will receive aggregate gross cash proceeds of at least $6 million from the offer and sale of any combination of Company’s equity securities or debt securities over the course of any series of transactions commencing from December 28, 2023. The interest shall cease to accrue from the amendment date; and |
| • | $ |
The Company issued the shares of Class A Common Stock on March 26, 2024, recording a gain amounted to $ for the reduction of the Company’s share price from the Amendment date to the issuance date.
As of December 31, 2024, the Company has
$
| F-16 |
9. Commitments and Contingencies
The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages.
The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.
As of December 31, 2024, and
2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded
as Accruals for legal contingencies, included in Legal contingencies; $
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 $
During the year ended December
31, 2024, the Company released an amount previously accrued, $
The Company is also involved
in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential
loss is between
10. Common Stock
As of December 31, 2024, the Company’s charter authorized the issuance of up to shares of common stock of common stock at $ par value per share, and shares of preferred stock at $ par value per share.
| F-17 |
11. Warrants
As of December 31, 2024, and
2023, the Company has
The tables below show the warrant roll-forward from January 1, 2023, to December 31, 2023, and from January 1, 2024, to the year ended December 31, 2024.
| Options Outstanding, number of shares | Weighted-Average Exercise Price Per Share | Weighted-Average Remaining Contractual Life (in years) | ||||||||||||
| As of January 1, 2023 | $ | |||||||||||||
| Issued | $ | — | ||||||||||||
| Exercised | — | |||||||||||||
| As of December 31, 2023 | $ | |||||||||||||
| Issued | — | |||||||||||||
| Exercised | — | |||||||||||||
| As of December 31, 2024 | $ | |||||||||||||
12. Standby Equity Purchase Agreements
During year ended December 31, 2023, the Company entered into two Standby Equity Purchase Agreements (“2023 SEPAs”) with an investor. The 2023 SEPAs terms and conditions represent: i) at inception - a purchased put option on the Company’s Class A common stock and, ii) upon delivery of an advance notice - a forward contract on the Company’s Class A common stock. Neither the purchased put option nor the forward contract qualify for equity classification.
As a result of the above classification of the 2023 SEPAs, at inception the Company expensed as SEPA’s transactions costs, the legal and commitment fees that exceeded the fair value of the purchased put options. The settlements of forward contracts initiated by the Company were recorded as other SEPA financial income (expense), net.
The table below presents the impact on the consolidated statement of operations related to the 2023 SEPAs for the years ended December 31, 2024, and 2023, classified as continuing operations.
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| SEPAs transaction costs | $ | $ | ||||||
| Other SEPA financial income (expenses), net | ||||||||
| Total SEPA financial income (expenses), net | $ | $ | ||||||
During
the year ended December 31, 2024, and 2023, the Company delivered multiple advance notices for the sale of and shares
of Class A Common Stock, resulting in cumulative gross proceeds of $
| F-18 |
Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period.
The following table sets forth the computation of basic and diluted net income (loss) per share for continuing and discontinued operations.
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net (loss) from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Weighted-average number of shares outstanding used to compute net income or loss per share, basic and diluted | ||||||||
| Net (loss) per share from continuing operations attributable to common stockholders, basic and diluted | $ | ) | $ | ) | ||||
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net income (loss) from discontinued operations | $ | $ | ( | ) | ||||
| Weighted-average number of shares outstanding used to compute net income or loss per share, basic | ||||||||
| Net (loss) per share from discontinued operations attributable to common stockholders, basic | $ | $ | ) | |||||
| Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net income (loss) from discontinued operations | $ | $ | ( | ) | ||||
| Weighted-average number of shares outstanding used to compute net income or loss per share, diluted | ||||||||
| Net (loss) per share from discontinued operations attributable to common stockholders, diluted | $ | $ | ) | |||||
Dilutive outstanding shares
The following potentially dilutive outstanding shares were excluded from the computation of basic and diluted net income (loss) per share for the years ended December 31, 2024, and 2023 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.
Years ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Equity Incentive Plan - Common Stock Purchase Option | ||||||||
| Convertible Notes | ||||||||
| Common Stocks to be issued for Conversion of Wheels unsecured debt | ||||||||
| Common Stocks to be issued outside equity incentive Plans | ||||||||
| Common Stock Purchase Warrants | ||||||||
| Total number of Common Shares not included in the EPS Basic | ||||||||
| Total number of Common Shares not included in the EPS Diluted | ||||||||
The Company included Common Shares in the calculation of the diluted Earnings Per Shares for the year ended December 31, 2024, mainly related to legal services rendered in previous periods.
| F-19 |
14. Segment and geographic information
The Company reports as one reporting segment related to software development services. Our CEO, who is our 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. We do 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. Our reporting segment is strictly related to a Service Agreement with a related party, Everli S.p.A. for providing software development services.
Our segment operating performance measures are segment Revenue and Operating Expenses. The CODM does not evaluate operating segment using asset information and, accordingly, we do not report asset information by segment. The following table provides information about our segments and a reconciliation of the total segment Revenue and Operating Expenses to loss from operations:
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | ||||||||
| IT Services Revenues | $ | $ | ||||||
| Total segment revenues | $ | $ | ||||||
| Operating expenses: | ||||||||
| Cost of revenues | ||||||||
| Developer Payroll | ( | ) | ||||||
| Depreciation | ( | ) | ||||||
| Other Cost of revenues | ( | ) | ||||||
| Total Cost of revenues | $ | ( | ) | $ | ||||
| General and administrative | ||||||||
| Professional services fees | ( | ) | ( | ) | ||||
| G&A Payroll | ( | ) | ( | ) | ||||
| Corporate Insurances | ( | ) | ( | ) | ||||
| Software | ( | ) | ( | ) | ||||
| Lease expenses for offices and corporate houses | ( | ) | ( | ) | ||||
| Amortization, depreciation and loss on disposal | ( | ) | ( | ) | ||||
| Other Corporate expenses | ( | ) | ( | ) | ||||
| Total General and administrative | $ | ( | ) | $ | ( | ) | ||
| Total Research and development | $ | $ | ( | ) | ||||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
| Non-operating income (expenses), net | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Legal claims - releases | ||||||||
| Gain on extinguishment of financial debts | ||||||||
| SEPA financial income (expenses), net | ( | ) | ( | ) | ||||
| Other income (expenses), net | ( | ) | ||||||
| Total non-operating income (expenses), net | $ | ( | ) | $ | ||||
| Exchange gain (loss), net | ( | ) | ( | ) | ||||
| Income Taxes | $ | $ | ( | ) | ||||
| Net 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. The following table set forth revenue by geographic area for the years ended December 31, 2023, and December 31, 2022.
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | ||||||||
| Serbia | $ | |||||||
| Total Revenues | $ | $ | ||||||
| F-20 |
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 December 31, 2024, and December 31, 2023.
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Serbia | $ | $ | ||||||
| United States | ||||||||
| Total long-lived assets | $ | $ | ||||||
15. Income Taxes
The components of loss before income taxes consist of the following.
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| United States | $ | ( | ) | $ | ( | ) | ||
| Foreign | ( | ) | ( | ) | ||||
| Total | $ | ( | ) | $ | ( | ) | ||
The components of the provision (benefit) for income taxes consist of the following.
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Total | ||||||||
| Deferred: | ||||||||
| Federal | ||||||||
| State | ||||||||
| Foreign | ||||||||
| Total | ||||||||
| Provision (benefit) for income taxes | $ | |||||||
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows.
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Income tax provision at statutory rate | % | % | ||||||
| State income taxes, net of federal benefit | % | ( | )% | |||||
| Foreign tax differential | % | ( | )% | |||||
| Stock issuance cost | ( | )% | ( | )% | ||||
| Goodwill Impairment | % | % | ||||||
| Nondeductible interests | ( | )% | ( | )% | ||||
| Net Operating loss true-up | ( | )% | % | |||||
| Net Operating loss adjustment due to sale of Wheels | ( | )% | ||||||
| Other adjustments | ( | )% | ( | )% | ||||
| Change in valuation allowance | ( | )% | % | |||||
| Effective tax rate | % | % | ||||||
The components of the Company’s net deferred tax assets and liabilities are as follows.
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Accruals and reserves | ||||||||
| Research & development | ||||||||
| Lease liability | ||||||||
| Stock Compensation | ||||||||
| Fixed assets | ||||||||
| Intangibles | ||||||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Intangibles | ||||||||
| Fixed assets | ||||||||
| Right of use assets | ( | ) | ||||||
| Total deferred tax liabilities | ( | ) | ||||||
| Net deferred tax assets | $ | $ | ||||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Ending Balance | $ | $ | ||||||
Assessing the realizability
of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets
will not be realized. In assessing the need for a valuation allowance, the Company considered all sources of taxable income available
to realize deferred tax assets, including the future reversal of existing temporary differences, forecasts of future taxable income, and
tax planning strategies. Based on the weight of available evidence, which includes the Company’s historical cumulative net losses,
the Company recorded a full valuation allowance. The valuation allowance decreased by $
| F-21 |
As of December 31, 2024,
the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $
ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. As of December 31, 2024, and 2023, there were
The Company is subject to income taxes in the federal, various state and foreign jurisdictions and is generally open for examination from the year ended December 31, 2020, forward.
On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15.0% corporate minimum tax rate applied to certain large corporations and a 1.0% excise tax on corporate stock repurchases made after December 31, 2022. We do not expect the IRA to have a material impact on our consolidated financial statements.
16. Related Party Transactions
2024 Transactions
Stock Purchase Agreement
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 Chief Executive Officer) for selling 100% of the equity interest of the European entities (which includes Helbiz Media and all the European mobility operations), 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 a Note holder.
Agreements between Helbiz Media and Everli S.p.A.
In
the first quarter of 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 year ended December 31, 2024.
Agreement between Helbiz Doo and Everli S.p.A.
In
the first quarter of 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 year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company
issued invoices amounting to $1,459, the amount have been fully paid during the year. The Company recorded $
| F-22 |
Related-Party Promissory Notes
During the year ended December
31, 2024, 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 Chief Executive Officer), provided to the Company $
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 $
As a result of the above
repayment and conversion, on December 31, 2024, the Company has $
Related-Party Secured convertible loan
On December 8, 2023, the
Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount
of $
During the year ended December 31, 2024, YA II PN, Ltd. sold the Secured Loan agreement to 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 Chief Executive Officer).
As of December 31, 2024,
the Company has $
Related-Party Convertible debt
During the year ended December 31, 2024, YA II PN, Ltd. sold a convertible Note to 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 Chief Executive Officer).
During the year ended December 31, 2024, the Company fully repaid in cash the convertible debt. In detail, a cumulative payment of $ (of which $116 was principal, and $6 was payment premium) was paid to YA II PN, Ltd. while the remaining $ (of which $3,447 was principal, and $172 was payment premium) was paid to Palella Holdings LLC.
Lease Assignment agreement
In August 2024, the Company entered
into a Lease Assignment agreement with Revolving Store Inc, (which is a related party as the Company’s major shareholder and former
Chief Executive Officer has a majority equity interest in Revolving Store Inc.). The Lease Assignment agreement established that Revolving
Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023.
The early exit from the New York store lease generated a gain for the Company amounted to $
2023 Transactions
Fromer CEO (Salvatore Palella) conversion of deferred salaries
During the year ended December
31, 2023, our majority shareholder and former CEO converted a portion of his deferred salaries, totaling $
Fromer CEO (Salvatore Palella) Purchase of Series B Preferred Stock
On March 13, 2023, the Company
issued Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $
| F-23 |
Conversion of Class B Common Stock
On August 12, 2023, the shares of Class B common stock automatically converted into shares of Class A common stock. On August 12, 2021, the Company issued the Class B Common Stock to the Company’s former CEO (Salvatore Palella), with the clause of an automatic conversion into Class A Common Stock on the second anniversary of the issuance (August 12, 2023).
Related party shipping
During the
year ended December 31, 2023, the Company recorded as Cost of Revenues from discontinued operations $
Board members conversion of deferred salaries
During the year ended December
31, 2023, board members converted a portion of their deferred salaries, totaling $
During the year ended December
31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $
17. Subsequent Events
Convertible Promissory Note
In April 2025, the Company issued a Convertible
Promissory Note to YA II PN, Ltd. for $
| F-24 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
We have not had any disagreements with our accountants or auditors that would need to be disclosed pursuant to Item 304 of Regulation S-K promulgated under the Securities Act of 1933.
ITEM 9A. 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 December 31, 2024. 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 material weaknesses in our internal control over financial reporting in connection with the preparation of our year-end 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 weaknesses 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 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 weaknesses, management believes that the consolidated financial statements included in this Form 10-K 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
Other than the replacement of our Chief Executive Officer, our internal control over financial reporting has not changed during the year ended December 31, 2024 covered by this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
During the quarter
ended December 31, 2024, no director or officer of the Company
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers
The following table sets forth certain information regarding our executive officers as of the date of this annual report.
| Name | Age | Position | Held Position Since | |||||
| Gian Luca Spriano | 42 | Chief Executive Officer |
December 2024 | |||||
| Chief Financial Officer | December 2023 | |||||||
Gian Luca Spriano, Chief Executive Officer and Chief Financial Officer. Mr. Spriano has served as our Chief Financial Officer from December 2023. He previously served us as Head of Business Development starting from July 2018. He was focusing on building Helbiz’s brand awareness in Europe, the United States and Canada while simultaneously driving the individual city application initiatives and serving as the point for government relations. He is also involved in other Companies where Mr. Pallela has the majority equity interest, such as Palella Holdings LLC where he served as the Chief Financial Officer and Everli S.p.A. where he served as Chairman.
Prior to joining us, Mr. Spriano worked in the Executive Office of the Secretary General at the UN, collaborating with the Climate Action Team and the Sustainable Development Unit, and directly supporting the Secretary General and his climate change initiatives.
Mr. Spriano received his J.D. in International European Law from the University of Turin and an LLM in International Financial Law.
Our Board of Directors
Our Board of Directors consists of four members, Gian Luca Spriano, Guy Adami, Velco Farina and Lee Stern. Mr. Spriano is our Chairman. Biographical information for Mr. Spriano is provided above under “Executive Officers” in this annual report. Mr. Spriano was appointed to the Board of Directors effective December 9, 2024.
Each of our directors serves for a term of one year ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his successor is elected and qualified or until his death, resignation or removal. Our Board appoints our officers and each officer is to serve until his successor is appointed and qualified or until his or her death, resignation or removal.
Set forth below is biographical information related to each of our independent directors.
Lee Stern, age 71, was appointed to the Board of Directors effective November 27, 2020. Mr. Stern has an accomplished career with over 25 years of providing debt solutions to middle market companies and expertise across multiple industries and as of April 26, 2021, he will join Centre Lane Partners, LLC as a Managing Director. Since April 2021 Mr. Stern has been a managing director of Centre Lane Partners. From 2014 to April 2021, Mr. Stern served as Managing Director of Monroe Capital LLC, responsible for origination of both sponsor and non-sponsor transactions. Prior to Monroe, Mr. Stern was a Managing Director at Levine Leichtman Capital Partners from 2012 to 2013 and was formerly a Director and founding member of Kohlberg Kravis Roberts & Co’s mezzanine debt business from 2009 to 2012. Prior to KKR, Mr. Stern was a Managing Director at Blackstone/GSO Capital Partners from 2005 to 2009, responsible for senior and mezzanine investments. Prior to Blackstone, he was a founding employee of a Nasdaq public company Technology Investment Capital Corp. from 2002 to 2005. From 1985 to 2002, Mr. Stern worked for Drexel Burnham Lambert, Kidder, Peabody & Co., Nomura Securities International, Inc., and Thomas Weisel Partners. Mr. Stern holds a B.A. degree from Middlebury College and an M.B.A. from the Wharton School of the University of Pennsylvania.
Guy Adami, age 59. Mr. Adami was appointed to the Board of Directors effective August 12, 2021. He is an original member of CNBC’s Fast Money. He is currently the Director of Advisor Advocacy at Private Advisor Group in Morristown, New Jersey. Private Advisor Group is comprised of a network of nearly 600 advisors with assets approaching $17B. He has held numerous key leadership roles in the financial services industry. He began his career at Drexel Burnham Lambert in 1986 and was quickly promoted to Vice President and head gold trader at the firm. In 1996, he joined Goldman Sachs as their head gold trader and one of the many proprietary traders within the Fixed Income Currency and Commodity division. In the spring of 2000, Adami joined the U.S. Equities division of Goldman Sachs where he was put in charge of the firm’s Industrial/Basic Material group. Mr. Adami is the Vice Chairman of the NJ Chapter of The Leukemia and Lymphoma Society, who named him their “Man of the Year” in 2015. He also sits on the national board of Invest in Others, and Big Brothers Big Sisters.
Velco Farina, age 51, is an Industrial Engineer with an MBA from SDA Bocconi and UCLA Anderson. Mr. Farina is a senior executive whose career started in management consulting at Bain & Co., Sapient and McKinsey. In 2007 he moved to New York City and the enterprise world at American Express, where he served in multiple roles, from product management to international strategy and innovation and partnerships until 2016. He then became the Chief Operating Officer of Kunai, a scrappy professional service agency, and grew it 10x into the tech engine of Fortune 500 financial institutions that it is today. Next he became the founding Managing Director of the innovation lab for Kaleyra a communication-platform-as-a-service company, recently acquired by Tata Communications. After moving back to Europe, Mr. Farina worked as Amazon Web Services Principal for the Financial Services EMEA market. Currently, Mr. Farina serves on the Board of Directors of Torch Systems and sits on the Strategic Board of DIP Capital.
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Mr. Farina earned an MS from Politecnico di Milano, an MBA from SDA Bocconi School of Management at Bocconi University, an MBA from the Anderson School of Management at University of California, Los Angeles, and an edX Honor Code Certificate from Massachusetts Institute of Technology.
Board Leadership Structure
The Board believes that it should maintain the flexibility to select the Chairman of the Board and adjust its board leadership structure from time to time. Mr. Palella is currently serving as both our Chief Executive Officer and the Chairman of the Board. The Board determined that having its Chief Executive Officer also serve as the Chairman of the Board provides it with optimally effective leadership and is in its best interests and those of its stockholders. Mr. Palella founded and has led our company since its inception. The Board believes that Mr. Palella’s strategic vision for the business, his in-depth knowledge of our operations, the mobility industry, and his experience serving as the Chairman of the Board and Chief Executive Officer since our inception make him well qualified to serve as both Chairman of the Board and Chief Executive Officer.
Role of the Board in Risk Oversight
One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. Our compensation committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements. Our nominating and corporate governance committee monitors the effectiveness of our governance guidelines.
Board Committees
In August 2021, the Board established an audit committee, a compensation committee and a nominating committee, each of which have the composition and responsibilities described below. Members will serve on these committees until their resignation or until otherwise determined by the Board. Each committee operates under a charter previously approved by the Board. Copies of each charter are posted on the Corporate Governance section of our website at micromobility.com. Our website and the information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference in, and is not considered part of, this annual report.
Audit Committee
Our audit committee consists of Lee Stern, Massimo Velco Farina and Guy Adami. Mr. Lee Stern serving as audit committee chairperson. The Board has determined that Lee Stern and Guy Adami each meet the requirements for independence and financial literacy under the current Nasdaq listing standards and SEC rules and regulations, including Rule 10A-3. In addition, the Board has determined that Lee Stern qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations, or liabilities that are greater than are generally imposed on members of the audit committee and the Board. The audit committee is responsible for, among other things:
| • | selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
| • | helping to ensure the independence and overseeing the performance of the independent registered public accounting firm; |
| • | reviewing and discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results; |
| • | reviewing our financial statements and critical accounting policies and estimates; |
| • | reviewing the adequacy and effectiveness of our internal controls; |
| • | developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters; |
| • | overseeing our policies on risk assessment and risk management; |
| • | overseeing compliance with our code of business conduct and ethics; |
| • | reviewing related party transactions; and |
| • | approving or, as permitted, pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm. |
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The audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq, and which is available on our website. All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by the audit committee.
Compensation Committee
Our compensation committee consists of Lee Stern and Guy Adami. The Board has determined that the composition of the compensation committee will meet the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee is responsible for, among other things:
| • | reviewing, approving and determining, or making recommendations to the Board regarding, the compensation of our executive officers, including the Chief Executive Officer; |
| • | making recommendations regarding non-employee director compensation to our full Board of Directors; |
| • | administering our equity compensation plans and agreements with our executive officers; |
| • | reviewing, approving and administering incentive compensation and equity compensation plans; and |
| • | reviewing and approving our overall compensation philosophy. |
The compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq, and which is available on our website.
Nominating Committee
Our nominating and corporate governance committee consists of Lee Stern and Guy Adami. Mr. Guy Adami is the chairperson of the nominating and corporate governance committee. The Board has determined that the composition of the nominating and corporate governance committee will meet the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. The nominating and corporate governance committee is responsible for, among other things:
| • | identifying, evaluating and selecting, or making recommendations to the Board regarding nominees for election to the Board of Directors and its committees; |
| • | considering and making recommendations to the Board regarding the composition of the Board of Directors and its committees; |
| • | developing and making recommendations to the Board regarding corporate governance guidelines and matters; |
| • | overseeing our corporate governance practices; |
| • | overseeing the evaluation and the performance of the Board and individual directors; and |
| • | contributing to succession planning. |
The nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the Nasdaq listing standards and is available on our website.
Compensation Committee Interlocks and Insider Participation
None of the members of the compensation committee is or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or compensation committee (or other Board of Directors committee performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of any entity that has one or more executive officers serving as a member of the Board or compensation committee.
Code of Ethics
The Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics codifies the business and ethical principles that govern all aspects of our business. We did not waive any provisions of the code of business ethics during the year ended December 31, 2020. We have previously filed our form of code of ethics as an exhibit to our registration statement in connection with our initial public offering. You may review our code of ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us in writing.
Insider Trading Policy
We have
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Limitation on Liability and Indemnification of Directors and Officers
The Certificate of Incorporation limits our directors’ liability to the fullest extent permitted under the “DGCL”. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
| • | for any transaction from which the director derives an improper personal benefit; |
| • | for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| • | for any unlawful payment of dividends or redemption of shares; or |
| • | for any breach of a director’s duty of loyalty to the corporation or its stockholders. |
If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Delaware law and the Bylaws provide that we will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
In addition, we entered into separate indemnification agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person provides services at our request.
We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in the Certificate of Incorporation, Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 11. EXECUTIVE COMPENSATION
Introduction
This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.
For the year ended December 31, 2024, our named executive officers (“Named Executive Officers” or “NEOs”) were:
| • | Salvatore Palella, Chief Executive Officer (resigned during December 2024); and |
| • | Gian Luca Spriano, Chief Financial Officer and Chief Executive Officer. |
The objective of our compensation program is to provide a total compensation package to each NEO that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and reward NEOs for performance.
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Compensation of Directors and Executive Officers
The following table presents information regarding the total compensation (excluding equity based compensation reported) awarded to and earned by our named executive officer for services rendered to us in all capacities for the years indicated.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | All other Compensation ($) | Total ($) | ||||||||||||||
| Gian Luca Spriano, - Chief Executive Officer and | 2024 | $ | 47,483 | (1) | — | $ | — | $ | 47,483 | ||||||||||
| Chief Financial Officer | 2023 | $ | 141,955 | $ | — | $ | — | $ | 141,955 | ||||||||||
| Salvatore Palella – Former Chief Executive Officer(2) | 2024 | $ | 40,008 | (2) | — | $ | — | $ | 40,008 | ||||||||||
| 2023 | $ | 918,019 | $ | 1,125,000 | $ | 354,977 | (3) | $ | 2,397,996 | ||||||||||
| (1) | On April 1, 2024, we amended his annual salary from $175,000 to $1. | |
| (2) | Mr. Pallela was our Chief Executive Officer until his resignation in December 2024. | |
| (3) | This amount relates to health insurance and housing expenses provided under his employment agreement. |
Employment Arrangements with Named Executive Officers
The below sets out our current employment agreements with Named Executive Officers.
Gian Luca Spriano
On December 15, 2023, we entered into an employment agreement with Gian Luca Spriano with no expiration date. Pursuant to the terms and provisions of the agreement: (a) Mr. Spriano is appointed as our Chief Financial Officer and will undertake and perform the duties and responsibilities normally and reasonably associated with such office; (b) we shall pay to Mr. Spriano an annual salary of $175,000.
On April 1, 2024, we amended the annual salary from $175,000 to $1.
On December 9, 2024, Mr. Spriano has been appointed as our Chief Executive Officer (maintaining his Chief Financial Officer position) and Chairman of the Board of Directors.
Outstanding Equity Awards at 2024 Fiscal Year-End for Executive Officers
As of December 31, 2024 there was a minimis number of options (under 10) held by our executive officer, each of which were in over 10,000% in excess of our market price at any time in our last fiscal year.
Director Compensation
During 2024, the independent directors of the Board earned cash compensation as follows: $75,000 as standard compensation plus $10,000 if they served as Chairman of a Company’s Committee, none of the compensation has been paid during the year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of April 14, 2025, except as set out below, none of:
| • | our directors or Named Officer; or | ||
| • | all directors and executive officers as a group. |
beneficially owned more than 1% of our issued and outstanding shares. Salvatore Palella is the only person known to us to beneficially own more than 1% of our issued and outstanding shares (through his fully owned entity Palella Holdings LLC). As of April 14, 2025, he beneficially owned 47,032,403 shares of common stock of approximately 51% of our issued and outstanding common stock. Mr. Palella was our Chief Executive Officer until his resignation in December 2024.
Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership, the Company deemed outstanding shares of its Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of the Closing Date. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Other than employment and other agreements set out elsewhere in this annual report, the following summarizes those of transactions since January 1, 2024 to which we have been a participant in which the amount involved exceeded or will exceed $63,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described in the section entitled “Executive Compensation.” Described below are certain other transactions with our directors, executive officers and stockholders.
Assignment and Release Agreement
On December 9, 2024, we entered into an Assignment and Release Agreement with YA II PN, Ltd. and Palella Holdings, LLC. Pursuant to that Agreement, we consented to the transfer of all debt that we owed YA II PN, Ltd. from YA II PN Ltd. to Palella Holdings, LLC. Palella Holdings, LLC is a related party as its majority shareholder is Salvatore Palella who until recently was our Chief Executive Officer and one of our directors and who remains as our controlling shareholder. The debt that was transferred pursuant to the Assignment and Release Agreement consisted of (i) approximately $3,447,000 under a convertible promissory note in the original principal amount of $4,000,000 that was issued pursuant to a Standby Equity Purchase Agreement, dated March 8, 2023, and (ii) approximately $5,750,000 of principal owed pursuant to a Loan and Security Agreement, dated as of March 23, 2021 (as amended on December 8, 2023).
As of December 31, 2024, the Company has $6,298 outstanding as principal and accumulated interests, and it was in default for non-payment under the terms of the Loan and Security Agreement.
During the year ended December 31, 2024, the Company fully repaid in cash the convertible promissory note. In detail, a cumulative payment of $3,619 (of which $3,447 was principal, and $172 was payment premium) was paid to Palella Holdings LLC.
Stock Purchase Agreement
On December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to transfer the and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com Italia S.r.l. and (ii) all rights, title and interest in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms, (ii) all intellectual property owned by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related data, as well as any internally produced material by us (including its subsidiaries) in exchange for a sales price of $100,000. Prior to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is a wholly- and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of New York for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024 (or another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof, we have not received such approval, and we may never receive such approval.
Agreement between Helbiz Media and Everli S.p.A.
In the first quarter of 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 $7,576 (including VAT). No Revenues have been recorded in the discontinued operations for this agreement during the year ended December 31, 2024, for this Service Supply Agreement.
Agreement between Helbiz Doo and Everli S.p.A.
In the first quarter of 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 year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,459, the amount have been fully paid during the year. The Company recorded $1,422 as IT Services Revenues - Related Party for the year ended December 31, 2024.
Related-Party Promissory Notes
During the year ended December 31, 2024, 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 Chief Executive Officer), provided to the Company $3,181, on an interest free basis with maturity date January 31, 2025. During the year ended December 31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.
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. The conversion price applied for the aforementioned issuance is not applicable for further conversions.
As a result of the above repayment and conversion, on December 31, 2024, the Company has $228 as outstanding principal.
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Lease Assignment agreement
In August 2024, the Company entered into a Lease Assignment agreement with Revolving Store Inc, (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Revolving Store Inc.). The Lease Assignment agreement established that Revolving Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023. The early exit from the New York store lease generated a gain for the Company amounted to $85 recorded as Other income from discontinued operations, for the derecognition of the Operating Lease liabilities amounted to $643, partially compensated by the derecognition of the Right of use of Assets and Security deposit for cumulative $559. In detail, the Company had $86 of overdue monthly rents for the period from February 2024 to July 2024, assumed by the new tenant: Revolving Store Inc.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees billed to us by our independent auditors for the years ended December 31, 2024 and 2023 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.
| SERVICES | 2024 | 2023 | ||||||
| Audit fees | $ | 289 | $ | 476 | ||||
| Audit-related fees | — | — | ||||||
| Tax fees | — | — | ||||||
| All other fees | — | — | ||||||
| Total fees | $ | 289 | $ | 476 | ||||
Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual consolidated financial statements and the review of our interim consolidated financial statements. Before our independent accountants were engaged to render these services, their engagement was approved by our Directors.
PART IV
ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS SCHEDULE
The following exhibits are filed as part of this registration statement. Exhibit numbers correspond to the exhibit requirements of Regulation S-K.
* Previously filed and incorporated herein by reference
ITEM 16. FORM 10-K SUMMARY
We have elected not to provide a summary of the information provided in this annual report on Form 10-K.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| micromobility.com, Inc. | ||
| Date: April 15, 2025 | By: | /s/ Gian Luca Spriano |
| Name: | Gian Luca Spriano | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Gian Luca Spriano | Chief Executive Office, Chief Financial Officer and Chairman of the Board | April 15, 2025 | ||
| Gian Luca Spriano | ||||
| /s/ Lee Stern | Director | April 15, 2025 | ||
| Lee Stern | ||||
| /s/ Velco Farina | Director | April 15, 2025 | ||
| Velco Farina | ||||
| /s/ Guy Adami | Director | April 15, 2025 | ||
| Guy Adami |
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