Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
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. ☐
Item 7.01 Regulation FD Disclosure.
Item 8.01 Other Events.
On June 14, 2021, Helbiz
Inc. (“Helbiz”), a global leader in micro-mobility, Pininfarina, the internationally renowned design house and a symbol
of elegance of Made in Italy products worldwide, and MT Distribution, a company of the Italian Motor Valley leader in the design and
production of urban micro-mobility solutions announced a collaboration among the three companies for the design, production and
distribution of urban micro-mobility including electric scooters, e-bikes and e-mopeds. Pursuant to their agreement electric
micro-mobility units will be designed in Italy by Pininfarina, produced in Italy by MT Distribution, and distributed on the sharing
and retail markets by Helbiz.
A copy of the press release is attached hereto as
Exhibit 99.1.
The press release is being furnished pursuant to Item
7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act.
Helbiz is the business combination target of GreenVision
Acquisition Corp. (“GreenVision”). On February 8, 2021, Helbiz, GreenVision, Salvatore Palella (as Shareholders’ Representative)
and GreenVision Merger Sub, Inc. (“Merger Sub”) entered into a Merger Agreement, as subsequently amended on April 8, 2021,
pursuant to which Merger Sub will merge into Helbiz and as a result of the business combination (“Business Combination”)
Helbiz will become a wholly-owned subsidiary of GreenVision.
IMPORTANT NOTICES
Participants in the Solicitation
GreenVision Acquisition Corp. and its directors and
executive officers may be deemed participants in the solicitation of proxies from GreenVision’s stockholders with respect to the
Business Combination. A list of the names of those directors and executive officers and a description of their interests in GreenVision
is contained in the preliminary proxy statement which was filed on April 8, 2021 with the Securities and Exchange Commission (“SEC”),
and in GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC. Such
filings are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to GreenVision Acquisition
Corp., One Penn Plaza, 36th Floor, New York, NY 10019, Attention: Chief Financial Officer, telephone: (212) 786-7429. Additional
information regarding the interests of such participants will be contained in the definitive proxy statement for the Business Combination
when it is filed with the SEC.
Helbiz and its directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the stockholders of GreenVision in connection with the Business
Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination
are set forth the preliminary proxy statement which was filed on April 8, 2021 with the SEC and the definitive proxy statement for the
Business Combination when it is filed with the SEC.
Important Information About the Business Combination
and Where to Find It
In connection with the Business Combination, GreenVision
has filed a preliminary proxy statement with the SEC and will file a definitive proxy statement and other relevant documents regarding
the Business Combination. GreenVision will mail a definitive proxy statement and other relevant documents to its stockholders. GreenVision’s
stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto
and the definitive proxy statement and documents incorporated by reference therein filed in connection with the Business Combination,
as these materials will contain important information about GreenVision, Helbiz and the Business Combination. INVESTORS AND SECURITY
HOLDERS OF GREENVISION ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE TRANSACTION THAT GREENVISION WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT GREENVISION, HELBIZ AND THE TRANSACTION. When available, the definitive proxy statement and other relevant materials
for the Business Combination will be mailed to stockholders of GreenVision as of a record date to be established for voting on the Business
Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other
documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site
at www.sec.gov, or by directing a request to: GreenVision Acquisition Corp., One Penn Plaza, 36th Floor, New York, NY 10019,
Attention: Chief Financial Officer, telephone: (212) 786-7429.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
GreenVision and Helbiz’s actual results may differ from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, GreenVision’s and Helbiz’s expectations with respect to future performance and anticipated financial
impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion
of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of these factors are outside GreenVision’s and Helbiz’s control
and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Business Combination
to fail to close; (2) the outcome of any legal proceedings that may be instituted against GreenVision or Helbiz following the announcement
of the Merger Agreement and the Business Combination; (3) the inability to complete the Business Combination, including due to failure
to obtain approval of the stockholders of GreenVision or other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited
offer from another party for an alternative business transaction that could interfere with the Business Combination; (5) the inability
to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities
exchange following the Business Combination; (6) the risk that the announcement and consummation of the Business Combination disrupts
current plans and operations; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected
by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;
(8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Helbiz may be
adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s
business; and (12) other risks and uncertainties indicated from time to time in the proxy statement to be filed relating to the Business
Combination, including those under “Risk Factors” therein, and in GreenVision’s other filings with the SEC. Some of
these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that GreenVision
considers immaterial or which are unknown. GreenVision cautions that the foregoing list of factors is not exclusive. GreenVision cautions
readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. GreenVision does not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current
Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached to this Current report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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GreenVision Acquisition Corp.
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Date: June 17, 2021
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By:
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/s/ Zhigeng (David) Fu
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Name:
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Zhigeng (David) Fu
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Title:
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Chief Executive Officer
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