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 July 7, 2021, Helbiz Inc. (“Helbiz”),
a global leader in micro-mobility, announced a partnership with IrenGo and Telepass to deploy 50 MiMoto electric mopeds throughout Portofino,
Santa Margherita Ligure, Rapallo, Paraggi and Punta Pedale. As the first and only operator in the Ligurian area, this partnership will
bring micro-mobility and sustainable transportation solutions to the local community.
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.,8 The Green, Suite #4966, Dover, DE 19901, Attention: Chief Financial Officer, telephone: (302) 289-8280. 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. These documents can be obtained free of charge from the sources
indicated above.
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., 8 The Green, Suite #4966, Dover,
DE 19901, Attention: Chief Financial Officer, telephone: (302) 289-8280.
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: July 7, 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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