Additional Proxy Soliciting Materials (definitive) (defa14a)
June 22 2021 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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GreenVision Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): June 17, 2021
GreenVision
Acquisition Corp.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-39136
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84-3015108
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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One
Penn Plaza, 36th Floor
New
York, NY 10019
(Address
of Principal Executive Offices, and Zip Code)
(212)
786-7429
Registrant’s
Telephone Number, Including Area Code
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units, each consisting of
share of Common Stock, one redeemable warrant, and one right
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GRNVU
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The Nasdaq Stock Market
LLC
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Common Stock, $0.00001 par
value
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GRNV
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The Nasdaq Stock Market
LLC
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Redeemable warrants, each
warrant exercisable for one share of Common Stock
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GRNVW
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The Nasdaq Stock Market
LLC
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Rights, each to receive
one-tenth (1/10) of one share of Common Stock
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GRNVR
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The Nasdaq Stock Market
LLC
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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):
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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. ☐
Item 1.01
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Entry into
a Material Definitive Agreement.
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On
June 17, 2021, GreenVision Acquisition Corp. (“GreenVision”) issued a note payable (the “Note”)
to Helbiz, Inc. (“Helbiz”), pursuant to which, Helbiz made a loan to GreenVision in the amount of $67,000 the proceeds
of which may be used by GreenVision for additional working capital purposes. The Note does not bear interest and is payable on the earlier
of (i) the date on which GreenVision consummates the previously announced business combination with Helbiz as contemplated by that certain
Merger Agreement and Plan of Reorganization dated February 8, 2021 among GreenVision, Helbiz and the other parties thereto (the “Merger
Agreement”) or (ii) the date on which such Merger Agreement is terminated in accordance with the terms thereof. The Note further
provides, however, that any payment due upon the closing of the business combination contemplated by the Merger Agreement will be made
by reducing Closing Net Debt (as defined in the Merger Agreement) by the amount due under the Note. The Note is subject to customary
events of default, including failure by GreenVision to pay the principal amount due pursuant to the Note within five business days of
the maturity date and certain bankruptcy events of GreenVision.
Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.03.
IMPORTANT
NOTICES
Additional
Information and Where to Find It
GreenVision
Acquisition Corp. has filed a preliminary proxy statement in connection with its previously announced business combination (the “Business
Combination”) with Helbiz, Inc. (“Helbiz”) and other matters and will mail a definitive proxy statement
to its stockholders as of the record date established for voting on the proposed business combination. GreenVision’s stockholders
and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the
definitive proxy statement, in connection with GreenVision’s solicitation of proxies for its special meeting of stockholders to
be held to approve, among other things, the proposed Business Combination, because these documents contain important information about
GreenVision, Helbiz and the proposed 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.
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.
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 revised preliminary proxy statement which was filed on June 9, 2021 with the Securities
and Exchange Commission (“SEC”). Such filing is 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 revised preliminary proxy statement which was filed on June 9,
2021 with the SEC and the definitive proxy statement for the Business Combination when it is filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
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.
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
22, 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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