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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The disclosure
set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. On August 11, 2021, the
Business Combination was approved by the stockholders of MCAC at the special meeting of stockholders of MCAC (the “Meeting”).
The Business Combination was completed on August 12, 2021.
The
following information is provided about the business of Helbiz following the consummation of the Business Combination, set forth below
under the following captions:
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Cautionary Note Regarding Forward-Looking Statements;
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Business;
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Risk Factors;
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Management’s Discussion and Analysis of Financial Condition and Operations;
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Quantitative and Qualitative Disclosure about Market Risk;
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Security Ownership of Certain Beneficial Owners and Management;
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Directors and Executive Officers;
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Director Independence;
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Committees of the Board of Directors;
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Executive Compensation;
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Director Compensation;
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Certain Relationships and Related Transactions;
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Legal Proceedings;
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Market Price of and Dividends on the Registrant’s Common Stock and Related Stockholder Matters;
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Recent Sales of Unregistered Securities;
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Description of Securities;
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Indemnification of Directors and Officers; and
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Financial Statements, Supplementary Data and Exhibits.
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Cautionary
Note Regarding Forward-Looking Statements
We make
forward-looking statements in this Current Report on Form 8-K, including in the statements incorporated herein by reference. Forward-looking
statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict,” “should,”
“would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
Such forward-looking statements are subject to risks uncertainties and other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
The forward-looking
statements are based on the current expectations of Helbiz and its management of and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments
will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to:
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expectations regarding our strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities;​
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the outcome of any legal proceedings that may be instituted against us;
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the inability to maintain the listing of our shares of Common Stock on Nasdaq;
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the risk that the Business Combination may disrupt our current plans and operations;
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the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Company to grow and manage growth profitably and retain its key employees;
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costs related to the proposed Business Combination;
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geopolitical risk and changes in applicable laws or regulations;
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the possibility that we may be adversely affected by other economic, business, and/or competitive factors;
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risks relating to the uncertainty of our projected financial information;
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risks related to the organic and inorganic growth of Helbiz’s business and the timing of expected business milestones;
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risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations;
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litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on our resources; and
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other risks and uncertainties set forth in the section entitled “Risk Factors” beginning on page 40 of the Definitive Proxy Statement and incorporated herein by reference.
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Nothing
in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place
undue reliance on forward-looking statements, which speak only as of the date they are made. Helbiz does not undertake any obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may
be required under applicable securities laws.
Business
The business
of Helbiz is described in the Definitive Proxy Statement in the section entitled “Information about Helbiz” beginning
on page 188, which is incorporated herein by reference.
Risk Factors
The risk factors related to the
business and operations of Helbiz and the Business Combination are set forth in the Definitive Proxy Statement in the section entitled
“Risk Factors” beginning on page 40, which is incorporated herein by reference.
Management’s
Discussion and Analysis of Financial Condition and Operations
Reference is made to the disclosure
contained in the Definitive Proxy Statement beginning on page 149 in the section entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations of Helbiz,” which is incorporated by reference herein.
Quantitative and Qualitative Disclosure about
Market Risk
Quantitative and qualitative disclosure
about market risk is not applicable to Helbiz.
Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth
information regarding the beneficial ownership of Helbiz’s Common Stock immediately following the consummation of the Business Combination
on August 12, 2021 by:
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each person or “group” ​(as such term is used in Section 13(d)(3) of the Exchange Act) known by Helbiz to be the beneficial owner of more than 5% of shares of our Common Stock;
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each of the executive officers and directors of Helbiz; and
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all executive officers and directors of Helbiz as a group.
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Beneficial ownership is determined
according to the rules of the SEC, 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.
The beneficial ownership of our
Common Stock is based on 29,456,147 shares of our Common Stock issued and outstanding as of August 12, 2021.
Unless otherwise indicated, Helbiz
believes that each person named in the table below has sole voting and investment power with respect to all shares of common stock beneficially
owned by such person.
Name and Address of Beneficial Owner(1)
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Amount and
Nature of
Beneficial
Ownership
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Approximate
Percentage of
Outstanding
Shares
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Greater than 5% Holders
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Dario Belletti(2)
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3,444,669
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11.7
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%
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Directors and Executive Officers(1)
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Salvatore Palella
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15,092,014
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49.8
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%
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Giulio Profumo
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404,548
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1.4
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%
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Jonathan Hannestad
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448,622
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1.5
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%
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Lorenzo Speranza
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384,202
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1.3
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%
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Stefano Ciravegna
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404,548
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1.4
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%
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Nemanja Stancic
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404,548
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1.4
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%
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Emanuele Liatti
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—
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*
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Matteo Mammi
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—
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*
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Lee Stern
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30,000
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*
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Guy Adami
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—
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*
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Kimberly Wilford
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—
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*
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All directors and executive officers as a group (8 individuals)
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17,168,483
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53.0
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%
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(1)
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Unless
otherwise indicated, the business address of each of the individuals is the address of Helbiz, Inc., 32 Old Slip,Floor,
New York, New York 10005.
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(2)
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Includes
2,964,645 shares for Finbeauty S.r.l., Corso di Porta Nuova 34, Milan, 20121, Italy, an entity over which Mr. Dario Belletti
has control to vote and dispose of such shares.
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(3)
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Excludes options to be granted to the non-employee directors which will be subject to vesting conditions.
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* Denotes
less than one (1%) percent.
Directors and Executive Officers
Helbiz’s
directors and executive officers after the consummation of the Business Combination are described in the Definitive Proxy Statement in
the sections entitled “Directors, Executive Officers, Executive
Compensation and Corporate Governance – Directors after Completion of the Business Combination”
beginning on page 241 and “Directors, Executive Officers, Executive
Compensation and Corporate Governance – Executive Officers of GVAC after Completion of the Business Combination”
beginning on page 243 and that information is incorporated herein by reference.
In connection
with the Closing, each of GRNV’s officers and directors, other than Lee Stern, resigned from the Board. Each of Salvatore Palella,
Giulio Profumo, Guy Adami and Kimberly Wilford were appointed to the Board in connection with the Business Combination. Salvatore Palella
was appointed Chairman of the Board.
Director Independence
The Nasdaq
Stock Market LLC (“Nasdaq”) listing rules require that a majority of the board of directors of a company listed on
Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of
the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors,
would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board
has determined that each of Lee Stern, Guy Adami and Kimberly Wilford is an independent director under the Nasdaq listing rules and Rule
10A-3 of the Exchange Act. In making these determinations, the Board considered the current and prior relationships that each non-employee
director has with GRNV and Helbiz Holdings and will have with Helbiz and all other facts and circumstances the Board deemed relevant in
determining independence, including the beneficial ownership of our Common Stock by each non-employee director, and the transactions involving
them described in the section of this Item 2.01 on this Current Report on Form 8-K entitled “Certain Relationships and Related
Transactions” and the information incorporated by reference therein.
Committees of the Board of Directors
Following
the Closing, the standing committees of the Board consist of an Audit Committee, a Compensation Committee and a Nominating Committee.
A description of each of these committees is included in the Definitive Proxy Statement in the section entitled “Directors,
Executive Officers, Executive Compensation and Corporate Governance – Committees of the Board of Directors”
beginning on page 233 is incorporated herein by reference. The composition of each of those committees is as anticipated in the above
referenced section.
Executive Compensation
Compensation
for Helbiz’s executive officers is described in the Definitive Proxy Statement in the section entitled “Directors,
Executive Officers, Executive Compensation and Corporate Governance – Compensation of Directors and Executive Officers of Helbiz”
beginning on page 243 and that information is incorporated herein by reference.
Director Compensation
Compensation
for Helbiz’s directors is described in the Definitive Proxy Statement in the section entitled “Directors,
Executive Officers, Executive Compensation and Corporate Governance – Director Compensation”
beginning on page 246 and that information is incorporated herein by reference.
Certain Relationships and Related Transactions
The description
of certain relationships and related transactions is included in the Definitive Proxy Statement in the section entitled “Certain
Relationships and Related Transactions” beginning on page 250, which is incorporated herein by reference.
The information
set forth in the section entitled “PIPE Investment” in the “Introductory Note” of this Current Report
on Form 8-K is incorporated herein by reference. The information set forth in the section entitled “Registration Rights Agreement”
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Legal Proceedings
The
description of legal proceedings is included in the Definitive Proxy Statement in the sections entitled “Information about Helbiz—Legal
Proceedings” on page 211 and “Directors, Executive Officers,
Executive Compensation and Corporate Governance – Material Legal Proceedings”
beginning on page 235 which is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters
Helbiz
Class A Common Stock trades on the Nasdaq under the symbol “HLBZ” and certain warrants to purchase shares of Class A Common
Stock trade under the symbol “HLBZW”. Helbiz has not paid any cash dividends on its shares of capital stock to date. It is
the present intention of the Board to retain all earnings, if any, for use in Helbiz’s business operation and, accordingly, the
Board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future will depend upon
Helbiz’s revenue and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is
within the discretion of the Board. Further, the ability of Helbiz to declare dividends may be limited by the terms of financing or other
agreements entered into by it or its subsidiaries from time to time.
Recent Sales of Unregistered Securities
Information about unregistered
sales of Helbiz’s equity securities is set forth under Item 3.02 of this Current Report on Form 8-K, which is incorporated herein
by reference.
Description of Securities
A description
of Helbiz’s Common Stock and preferred stock is included in the Definitive Proxy Statement in the section entitled “Description
of GVAC’s Securities” beginning on page 254, which is incorporated herein by reference.
Indemnification of Directors and Officers
Information
about the indemnification of Helbiz directors and officers is set forth in the Definitive Proxy Statement in the section entitled “Directors,
Executive Officers, Executive Compensation and Corporate Governance – Limitation on Liability and Indemnification of Officers and
Directors”, which is incorporated herein by reference.