Helbiz becomes first US publicly listed shared micro-mobility company
Capital infusion to accelerate mobility growth and fund expansion of adjacent services
Helbiz, Inc. (“Helbiz”), a global leader in micro-mobility, today announced that it completed its business combination with GreenVision Acquisition Corp. (Nasdaq: GRNV, GRNVR, GRNVU, GRNVW) (“GreenVision”), a publicly traded special purpose acquisition company or SPAC. GreenVision’s shareholders approved the combination at a special meeting held on August 11, 2021.
The combined company will retain the name Helbiz and is expected to begin trading on the Nasdaq Capital Market (“Nasdaq”) on August 13th, under the new ticker symbol “NASDAQ:HLBZ” for Helbiz common stock and “NASDAQ:HLBZW” for Helbiz warrants.
The transaction resulted in approximately $24.5 million of gross cash proceeds, before deducting investment banking fees and other transaction-related expenses. This funding will allow Helbiz to expand its micro-mobility services into more cities throughout the United States and Europe, including smaller cities that are underserved by public transportation. It will also enable the company to accelerate the development of adjacent service categories such as food delivery, integrated payment options, live streaming services and more, all accessible within the Helbiz mobile app. The Helbiz app is an effective platform to cross-sell new offerings that are “just a tap away” from the consumer.
Salvatore Palella, Chief Executive Officer of Helbiz, commented, “I want to thank our outstanding team at Helbiz for their hard work in making this dream a reality. The public debut of Helbiz is a significant milestone, not only for us as a company, but for the rapidly growing micro-mobility industry. This transportation revolution has allowed us to advance our mission to solve first-and-last-mile mobility needs for cities around the world with zero impact on the environment. Now operating in 35 international cities, we are committed to providing safe, innovative micro-mobility solutions that are needed to reduce each city’s congestion, pollution and carbon footprint. With this new funding, we look forward to making life better in even more cities around the world.”
As part of the business combination, Helbiz will retain its experienced management team, led by Chief Executive Officer Salvatore Palella, and add one new board member, Lee Stern from the GreenVision team. The remainder of the board will be composed of Chief Financial Officer Giulio Profumo and two independent directors, Guy Adami and Kim Wilford. Mr. Adami is currently the Director of Advisor Advocacy at Private Advisor Group, a Morristown, New Jersey organization comprising a network of nearly 600 financial advisors with assets approaching $17 billion. Guy appears regularly on CNBC as an original member of the Fast Money show. Ms. Wilford is currently the General Counsel of GoFundMe, Inc., where she manages the legal and compliance obligations of the world’s largest social fundraising platform.
Wilford commented, “I am thrilled to join the Board of Helbiz and to support management in creating the world’s premier micro-mobility transportation company. I am impressed and inspired by the Helbiz management team. They have built an environmentally and socially responsible company, and I look forward to helping them navigate the opportunities and challenges ahead.”
Palella continued, “We are thrilled to welcome the new Helbiz board of directors, who bring decades of operational experience from multiple public companies. Their expertise in corporate strategy, finance, sales, marketing and corporate governance will serve as an invaluable asset as we scale our operations.”
Private Placement (PIPE)
The merger and associated PIPE offering enabled Helbiz to raise a total of $29.5 million, $21.5 million of which were net proceeds from a private placement of 2,650,000 newly issued ordinary shares, and $5 million of which came in the form of cancelled debt. The balance of proceeds were assets in trust held at GreenVision. Upon closing, Helbiz will have 29,454,428 shares outstanding: 2,650,000 allocated to PIPE investors, 2,308,551 to shareholders of GreenVision with the balance to pre-merger shareholders of Helbiz Inc. Furthermore, there will be 10,787,500 warrants outstanding. Each warrant entitles the holder to purchase one share of Helbiz Class A common stock at a price of between $11.50 and $12.00 depending on the warrants. The warrants will expire in 5 years from their respective issuances.
As a result of GreenVision recent redemptions totalling approximately $16 million, the combined company will not meet Nasdaq’s initial listing requirements of a $15 million free trading public float and 1 million free trading shares. Based on an agreed plan between the Company and Nasdaq, in the next 7 days Helbiz expects to receive an automatically-issued delisting letter from the exchange, which will note the deficiencies and stipulate an opportunity to cure such. Helbiz intends to remedy the deficiencies within the necessary time frame through the filing of a registration statement on Form S-1 covering the private placement shares issued to the PIPE investors. Helbiz aims to file the registration statement with the Securities and Exchange Commission within the next 10 days. When the S-1 is declared effective, the 2.65 million PIPE shares will be considered as part of the “free trading public float”.
I-Bankers Securities Inc. served as financial advisor, and Colliers Securities LLC served as capital markets advisor to GreenVision. Ladenburg Thalmann & Co. Inc. served as financial advisor to Helbiz. Becker & Poliakoff, LLP served as legal counsel to GreenVision. Helbiz was assisted by Ortoli Rosenstadt LLP for the legal aspects in the U.S.
Helbiz is a global leader in micro-mobility services. Launched in 2015 and headquartered in New York City, the company offers a diverse fleet of vehicles including e-scooters, e-bicycles and e-mopeds all on one convenient, user-friendly platform in 35 cities around the world. Helbiz utilizes a customized, proprietary fleet management platform, artificial intelligence and environmental mapping to optimize operations and business sustainability. Helbiz is expanding its urban lifestyle products and services to include live streaming services, food delivery, financial services and more, all accessible within its mobile app.
About GreenVision Acquisition Corp.
GreenVision Acquisition Corp. is a special purpose acquisition company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s or GreenVision’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the ability of the Company to meet Nasdaq listing standards following the transaction and in connection with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or the stockholders of GreenVision or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to GreenVision stockholder redemptions and the failure to obtain replacement financing; (v) the failure to meet projected development and production targets; (vi) costs related to the proposed transaction; (vii) changes in applicable laws or regulations; (viii) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability; (ix) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (x) the effect of the COVID-19 pandemic on the Company and GreenVision and their ability to consummate the transaction; and (xi) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the “SEC”) by the Company. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in GreenVision’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and amended on May 21, 2021. GreenVision's SEC filings are available publicly on the SEC's website at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information currently available to GreenVision and Helbiz and speaks only as of the date on which it is made. GreenVision and Helbiz undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
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