UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from __________ to __________

Commission File Number: 001-39136

micromobility.com, Inc.

(Exact name of registrant specified in its charter)

Delaware	84-3015108
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

500 Broome Street, New York, NY 10013

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (917) 675-7157

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Trading Symbol(s)		Name of Exchange on which Registered
None		None		None

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		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. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ¨ No x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting securities held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2024, was approximately $600,000 based upon the closing sale price of $0.013 on June 28, 2024.

As of April 14, 2025, there were 92,214,637 shares of the registrant’s common stock, $0.00001 par value, outstanding.

TABLE OF CONTENTS

PART I	2
ITEM 1. BUSINESS	2
ITEM 1A. RISK FACTORS	5
ITEM 1B. UNRESOLVED STAFF COMMENTS	5
ITEM 1C. CYBERSECURITY	5
ITEM 2. PROPERTIES	6
ITEM 3. LEGAL PROCEEDINGS	6
ITEM 4. MINE SAFETY DISCLOSURES	6
PART II	6
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
ITEM 6. [RESERVED]	7
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	17
ITEM 9A. CONTROLS AND PROCEDURES	17
ITEM 9B. OTHER INFORMATION	17
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	17
PART III	17
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	18
ITEM 11. EXECUTIVE COMPENSATION	21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	24
PART IV	24
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	24
ITEM 16. FORM 10-K SUMMARY	24
SIGNATURES	25

Forward-Looking Statements

Statements contained in this annual report and any documents incorporated by reference herein that are not strictly historical may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements, many of which are outside of the control of the Company, and you should not place undue reliance on any such forward-looking statements. 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.

The forward-looking statements made herein speak only as of the date hereof and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

PART I

ITEM 1. BUSINESS

General

The Company is a technology-focused enterprise providing software development and business services to the transportation, mobility, and technology sectors. Leveraging years of operational experience and data in innovative and sustainable transportation solutions, the Company delivers scalable, white-label technology solutions for customers in the transportation, mobility and broader technology sectors.

The Company has adjusted its primary focus to the continued development and commercialization of its technology platform. The Company generates revenue primarily through an enterprise solutions model, that could provide white-label and enterprise-level software solutions to partners and clients in the transportation, mobility and broader technology sectors.

During the year ended December 31, 2024, we started providing software development services. To date, our only client has been Everli, S.p.A., a related party that is controlled by our majority shareholder, Salvatore Palella. These services generated approximately $1.4 million in revenue in our 2024 fiscal year.

Organizational History

We were originally incorporated in Delaware in 2015 as an intra-urban transportation company. In August 2021, a wholly-owned subsidiary of GVAC merged with and into Helbiz Holdings, Inc., with Helbiz Holdings, Inc. surviving the merger and as a wholly-owned subsidiary of GVAC. Because GVAC was a special purpose acquisition vehicle with no operations other than seeking a business combination with an operating entity, Helbiz Holdings, Inc. is considered the accounting survivor. In connection with the Merger, GVAC changed its name to Helbiz, Inc.

On December 18, 2023, the Company was notified by The Nasdaq Stock Market LLC (“Nasdaq”) that as a result of the Company’s previously disclosed noncompliance with Nasdaq Listing Rules 5550(a)(2) and 5550(b)(2), Nasdaq has determined to delist the Company’s common stock and warrants from the Nasdaq Capital Market and, accordingly, will suspend trading in the Company’s common stock and warrants effective at the open of business, on December 20, 2023. On that same day the trading of the Company’s common stock and warrants commenced on the OTC Pink Sheets under its current trading symbol “MCOM” and “MCOMW”.

We previously offered our micromobility solutions in the United States, but starting in 2023, we began to significantly reduce the cities in which we offered such solutions. In 2024, we sold the last entities holding licenses to offer micromobility solutions in the United States.

During the year ended December 31, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected and the Company’s strategy to reduce the operating cash burn. On August 19, 2024, following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party.

During the year ended December 31, 2024, the Company decided to exit the mobility operations in Europe due to the declining Electric mobility sector and the company’s inability to raise additional capital to sustain the mobility operations. As of the date hereof, we no longer have mobility operations.

On December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to the transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited (which includes media and European mobility businesses) and Micromobility.com Italia S.r.l. and (ii) all rights, title and interest in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms, (ii) all intellectual property owned by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related data, as well as any internally produced material by us (including its subsidiaries) in exchange for a sales price of $0.1 million, as a reduction of our debt owned by the Purchaser. Prior to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is a wholly- and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of New York for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024 (or another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof, we have not received such approval, and we may never receive such approval.

Software and Advisory Services

From incorporation and into 2024, our primary business was the provision of on-demand transportation as a service through a fleet of electric vehicles that could be accessed on our mobile app. As part of the business, our information technology team, primarily run through our Serbian subsidiary, developed several in-house apps (including one focused on the users of our vehicles, another on servicing our vehicles when not in use and a third for streaming content on our media platform) and focused on other technological advancements such a geo-fencing features and online payment integration.

During the year ended December 31, 2024, we started providing software development services through our Serbian subsidiary. To date, our only client has been Everli, S.p.A., a related party that is controlled by our majority shareholder, Salvatore Palella. These services generated approximately $1.4 million in revenue in our 2024 fiscal year.

In detail, we provide software development services and advisory services to entities looking to become public companies, though as mentioned above, our only client to date for these services is a related party.

Other business lines discontinued

Helbiz Media

We formed Helbiz Media, our wholly-owned subsidiary dedicated to the acquisition and distribution of content over Helbiz Live, an internally developed app. In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB content. The communications also requested the immediate payment of the invoices overdue amounting to $11.4 million. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5.4 million, last payment has been made in January 2025. During the year ended December 31, 2024, the Company recorded a gain from extinguishment of debt classified as discontinued operations. in the consolidated statement of operations amounted to $4.8 million.

As mentioned above, on December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to the transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com Italia S.r.l. Helbiz Media is fully owned by Helbiz Europe Limited and will be transferred if the closing conditions set out in the Stock Purchase Agreement are met.

Suppliers

The company has no material suppliers that it relies on for the software and advisory services.

Employees

As of March 31, 2025, we have 27 full-time employees and 2 part-time employees. None of our employees are subject to a collective bargaining agreement, and we believe that our relations with our employees generally are good.

The following table sets out the number of our employees on a full-time basis:

Position	Employees
Management and administration		6
Customer Support		4
Technology/Research & Development		17
Total		27

Material Agreements

In addition to our compensation agreements with management and other material agreements described elsewhere in this annual report, we have entered into the following material agreements under which we still have obligations or rights.

Loan and Security Agreement

On March 23, 2021, we entered into a Loan and Security Agreement (the “Loan and Security Agreement”) and other related agreements with four institutional lenders. Under the terms of the Loan and Security Agreement, the aggregate principal amount of the loan was $15 million dollars and we received net proceeds of $11.9 million thereunder. We are required to pay back such loan and any accrued and unpaid interest thereon on December 1, 2023.

The loan carries interest at 9.2% per annum, which increases in the event of a default under the loan to 13.2%. The interest of the loan is due monthly, but no payments need be made directly by us during the first year as twelve months of interest payments were held in reserve and the first interest payments are paid from that reserve until it is reduced to zero. At closing, we were required to pay in advance an intellectual property insurance premium of 3.5% per annum (or part thereof).

In connection with the loan, we granted the lenders a security interest in certain intellectual property held by us. In the event of a default, the lenders may acquire that intellectual property to settle any amounts due under the loan.

On December 8, 2023, we entered into an Assignment and Release Agreement (the “Assignment Agreement”) by and among the holder of the obligations under the Agreement (the “Assignor”) and YA II PN, Ltd. (the “Assignee”). Pursuant to that Assignment Agreement, in exchange for the settlement amount of approximately $3.6 million, the Assignor assigned and conveyed the aggregate principal amount outstanding (the “Principal”) under a loan agreement the Company entered into with the Assignor on March 23, 2021, to the Assignee. In connection with the Assignment Agreement, we also agreed to grant the Assignee conversion rights subject to the outstanding balance of $5.7 million (the “New Principal”), the remaining principal, subject to a conversion price of $1.25 per share of common stock of the Company (the “Conversion Price”). As a result, the Assignee may convert the New Principal in its sole discretion at any time on or prior to maturity at the Conversion Price. We may not convert any portion of the New Principal if such conversion would result in the Assignee beneficially owning more than 4.99% of our then issued common stock, provided that such limitation may be waived by the Assignee with 65 days’ notice.

In December 2024, the Loan and Security Agreement, totaling approximately $6.3 million in principal and accrued interests, were assigned to an entity controlled by our majority shareholder, Salvatore Palella. Refer to next paragraph “Assignment and Release Agreement” for further details As of December 31, 2024, the Company was in default for non-payment under the terms of the Loan and Secured Agreement.

Assignment and Release Agreement

On December 9, 2024, we entered into an Assignment and Release Agreement with YA II PN, Ltd. and Palella Holdings, LLC. Pursuant to that Agreement, we consented to the transfer of all debt that we owed YA II PN, Ltd. from YA II PN Ltd. to Palella Holdings, LLC. Palella Holdings, LLC is a related party as its majority shareholder is Salvatore Palella who until recently was our Chief Executive Officer and one of our directors and who remains as our controlling shareholder. The debt that was transferred pursuant to the Assignment and Release Agreement consisted of (i) approximately $3.4 million of principal outstanding under a convertible promissory note in the original principal amount of $4 million that was issued pursuant to a Standby Equity Purchase Agreement, dated March 8, 2023, (ii) approximately $5.7 million of principal outstanding owed pursuant to a Loan and Security Agreement, dated as of March 23, 2021 (as amended on December 8, 2023), and (iii) approximately $0.1 million of SEPA fees outstanding.

Acquisition of Wheels Labs, Inc. and sale of Wheels

On November 18, 2022, we acquired all of the issued and outstanding shares of capital stock of Wheels Labs, Inc. (“Wheels”), and Wheels became our wholly-owned subsidiary when another wholly-owned subsidiary (“Merger Sub”) merged with and into Wheels (the “Merger”). In connection with the Merger, we entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) on October 24, 2022 with Wheels and Merger Sub and an Escrow Agreement with Wheels, Merger Sub, an escrow agent and an authorized representative of certain security holders of Wheels.

Pursuant to the Amended Merger Agreement, in exchange for all of the outstanding share capital of Wheels, Merger Sub merged with and into Wheels and became our wholly-owned subsidiary. The following is a summary of the Amended Merger Agreement, and we suggest that you review the entire Agreement, which is attached as an exhibit to this Current Report, if you would like to have a deeper understanding of its terms.

On August 19, 2024, following the strategic decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party. The buyer accepted to assume all the Wheels liabilities in exchange for the Wheels assets.

SEPAs

On March 8, 2023, we entered into a SEPA with Yorkville (the “March SEPA”). Pursuant to the March SEPA, we have the right, but not the obligation, to sell to Yorkville up to $50 million of shares of Class A common stock at our request any time during the commitment period commencing on March 8, 2023 and terminating on the earliest of (i) the first day of the month following the 24-month anniversary of the March SEPA and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the March SEPA for shares of our Class A common stock equal to the commitment amount of $50 million. Each sale we request under the March SEPA (an “Advance”) may be for a number of shares of Class A common stock equal to the greater of: (i) an amount equal to 100% of the average daily traded amount of the shares during the five Trading Day immediately preceding the delivery of an Advance Notice, or (ii) 5,000,000 shares of common stock. The shares would be purchased at 95.0% of the Option 1 Market Price, which is the lowest VWAP (the daily volume weighted average price of our Class A common stock for the applicable date on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading hours) in each of the three consecutive trading days commencing on the trading day following our submission of an Advance Notice to Yorkville, or 92.0% of the Option 2 Market Price, which is the VWAP during the period commencing upon receipt of such Advance Notice and ending on 4:00 p.m. on such day. An Advance with an Option 2 Market Price can only be selected with the consent of Yorkville.

In addition, subject to the mutual consent of the Company and Yorkville, we were able, from time to time, to request pre-advance loans from Yorkville, in the aggregate not to exceed $50,000,000 and pursuant to the terms and conditions set forth in the March SEPA and the accompanying promissory note attached thereto. Pre-Advance Loans could be repaid with cash (including the proceeds of an Advance) or in shares of Class A common stock if the holder elected to convert the promissory note issued in connection with such Pre-Advance Loan.

In connection with the execution of the March SEPA, we agreed to pay a commitment fee of $0.7 million as consideration for its irrevocable commitment to purchase the shares of Class A common stock upon the terms and subject to the satisfaction of the conditions set forth in the March SEPA.

The SEPA facility was discontinued in November of 2024.

In our fiscal 2024, we drew down approximately $0.6 million in exchange for the issuance of 35,400,000 shares of common stock under the SEPA.

Agreements with Everli S.P.A.

During the year ended December 31, 2024, we entered into three agreements with Everli S.P.A. (“Everli”). Everli was founded in 2014 and offers its grocery delivery service across cities in Europe. It is a related party as our former President and Chief Executive Officer, Salvatore Palella and our majority shareholder, has also majority equity interest in Everli. Two of the three agreements were entered into with our wholly-owned subsidiary, Helbiz Media, (entity fully owned by Helbiz Europe Limited) and the other is an Agreement on Business Cooperation entered into with our wholly-owned subsidiary, Helbiz Doo.

The Agreement on Business Cooperation is an agreement pursuant to which we will provide Everli with (i) software development services and (ii) services for preparing for an initial public offering. Pursuant to the Agreement on Business Cooperation, Everli is to pay us an initial payment of €200 thousands, approximately $220 thousands, within five days of entering into the agreement and a monthly payment of €100 thousands, approximately $110 thousands, subsequently amended to €128 thousands, approximately $140 thousand. This agreement has no fixed term and may be terminated by either party with 30 days’ notice.

The Service Supply Agreement concerns Helbiz Media providing design, development, and communication ideas to Everli. Under the terms of the agreement, Everli is to pay us €7.3 million (including VAT), approximately $7.6 million, in exchange for our provision of “supply services for Everli according to the consolidated industry practice, from the design phase of the various work streams to the realization of the proposed solutions shared and approved by the client.”. The Parties are currently negotiating an amendment for extending or renegotiating the Service Supply Agreement which expired on March 1, 2025, considering that not all the agreed services have been provided.

On November 11, 2024, the Company entered into a third agreement with Everli. In detail, Helbiz Media, entered into a Service Agreement for the use of Helbiz Media platform, based on which Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024 to November 30, 2029. Under the terms of the service agreement, Everli is to pay the Company €14 million (including VAT), approximately $14.5 million in two years from the signing date. As of December 31, 2024, we do not grant access to the platform to Everli, yet and does not issue any invoices to Everli.

Stock Purchase Agreement

On December 31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to transfer the and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com Italia S.r.l. and (ii) all rights, title and interest in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms, (ii) all intellectual property owned by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related data, as well as any internally produced material by us (including its subsidiaries) in exchange for a sales price of $0.1 million. Prior to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is a wholly- and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of New York for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024 (or another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof, we have not received such approval, and we may never receive such approval.

Loan from Palella Holdings LLC

On January 31, 2024, we issued a note to Palella Holdings LLC, an entity in which our former CEO and major shareholder is the sole shareholder, in exchange for net proceeds of $1 million. Pursuant to the terms of the note, we are to pay Palella Holdings LLC $1 million on an interest free basis on January 31, 2025. The note is convertible into shares of our common stock at a conversion price to be agreed upon between us and Palella Holding LLC at the time of such conversions. During the year ended December 31, 2024, the notes have been amended for increasing the net proceeds for up to $1.6 million. During the year ended December 31, 2024, the Company repaid a portion in cash and $0.7 million by issuing 47,029,465 shares of the Company’s Class A Common Stock.

On December 31, 2024, the Company has approximately $0.2 million as outstanding principal.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

As part of the Company’s overall risk management system, the Company has diligently protected and secured physical, virtual, and cloud assets. The Company has deployed monitoring systems, multifactor authentication (MFA), and single-sign-on (SSO) to ensure user accounts are protected from external cybersecurity threats.

Risks from Cybersecurity Threats

As of the date of this filing, the Company has not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition. The Company’s strategy is to mitigate risks preventatively; however, no assurances can be provided that there will not be incidents in the future or that they will not materially affect the Company.

Governance

The Company’s Board of Directors is responsible for identifying the principal risks of the Company’s business and ensuring that those risks are effectively managed. The Company’s Chief Technology Officer is responsible for assessing and managing the Company’s risks from cybersecurity threats and has multiple years of prior work experience in roles involving information technology. The Chief Technology Officer is informed about, and monitors the prevention, detection, mitigation and remediation of, cybersecurity incidents through his management of, and participation in, the monitoring systems and processes described above. The Chief Technology Officer reports information about such risks to the Company’s Chief Executive Officer and Chief Financial Officer, who then would report information to the Company’s Board of Directors. When appropriate, the Chief Technology Officer would be invited by management to present information to the Company’s Board of Directors.

ITEM 2. PROPERTIES

Our headquarters are located at 500 Broome Street, New York, NY.

We do not currently own any real estate and do not intend to purchase any real estate in the near term.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings arising in the ordinary course of the business. There are currently no material legal proceedings against us or that have been against us, and we are not aware of investigations being conduct by a governmental entity into our company.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Common Stock

Our Class A common stock is listed on the on the OTCQB. For a portion of our 2024 fiscal year, it traded on the OTC Pink Sheets. The following table sets forth, for the periods indicated the high and low closing prices of our common stock on the OTCQB or OTC Pink Sheets as reported by Yahoo Finance.


	High Closing Price		Low Closing Price
Fiscal Year 2024 (quarter ended)
December 31, 2024	$	0.013	$	0.010
September 30, 2024	$	0.014	$	0.010
June 30, 2024	$	0.017	$	0.006
March 31, 2024	$	0.070	$	0.005

The last reported sales price for our shares of common stock on the Nasdaq Capital Market as of April 14, 2025, was $0.005 per share. As of December 31, 2024, we had approximately 96 shareholders of record for our common stock.

Transfer Agent

The transfer agent for our common stock is Continental Stock Transfer & Trust Company. The transfer agent and warrant agent’s telephone number and address is (212) 509-4000 and 1 State Street, 30^th Floor, New York, NY. 10004.

Dividends

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business and do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will depend upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

Nasdaq and OTCQB Compliance

On December 20, 2023, our common stock was delisted from the Nasdaq Capital Market for failure to meet continued listing requirements. We currently trade on the OTCQB but have ceased to remain in compliance with the OTCQB’s requirement that shares of stock traded thereon not trade below $0.01 for more than 30 consecutive days. If we are removed from the OTCQB, our stock will trade on the OTC Pink Sheets. Historically, stock that trades on the OTC Pink Sheets has had a lower volume than a stock that trades on a national securities exchange. We believe that the resulting material adverse consequences include:

	•	a limited availability of market quotations for our securities;
	•	reduced liquidity for our securities;
	•	a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
	•	a limited amount of news and analyst coverage; and
	•	a decreased ability to issue additional securities or obtain additional financing in the future.

Unregistered Sales of Equity Securities and Use of Proceeds

There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to its plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following discussion refers to our financial results for the years ended December 31, 2024, December 31, 2023. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refers to micromobility.com, Inc. and its affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.

Overview

micromobility.com, Inc. (together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarters in New York, New York.

During the year ended December 31, 2024, the Company shifted its core business from micromobility and media services to software services. In detail, during 2024 the Company entered into a Service agreement with Everli S.p.A., a related party (an entity controlled by the Company’s major shareholder and former President and Chief Executive Officer), for providing software development services and services for preparing it for an initial public offering.

The Company currently has a strategic footprint with offices in New York and Belgrade.

Recent events – Discontinued operations

The Company was an intra-urban transportation and media company, offering affordable, accessible, and sustainable forms of personal transportation, and providing live and non-live media content. During 2024, the Company decided to drastically reduce, and in some area suspend, its mobility and media operations, both in Italy and the United States of America, due to the high costs and related cash burn.

Following the decision to reduce its mobility and media operations, the Company entered into two Securities Purchase Agreements for selling the mobility and media businesses.

On August 19, 2024, following the indefinite suspension of the mobility business in the United States of America the Company entered into a Securities Purchase Agreement with a third-party, not considered a customer, for selling 100% of the equity interest of Wheels Lab, Inc. (“Wheels”), no closing conditions were included in the Securities Purchase Agreement.

On December 31, 2024, following the decision to reduce the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s President and Chief Executive Officer) for selling 100% of the equity interest of Helbiz Europe Limited (excluding Helbiz Doo and including Helbiz Media) and micromobility.com Italia S.r.l. and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from a Note holder.

Consolidated Results of Continuing Operations

The following tables set forth our results of operations for the periods presented. Percentages presented in the following tables may not sum due to rounding.

Comparison of the Years ended December 31, 2024, and 2023

The following table summarizes our consolidated results of operations for continuing operations for the years ended December 31, 2024, and 2023.

	Year ended December 31,
	2024			2023
Revenue	$	1,422		$	—
Operating expenses:
Cost of revenue		1,114			—
General and administrative		2,611			17,982
Research and development		—			1,953
Total operating expenses		3,725			19,935

Loss from operations		(2,303	)		(19,935	)
Total non-operating income (expenses), net		(14	)		1,176
Exchange gain (loss), net		(47	)		(59	)
Income Taxes		—			(57	)
Net loss from continuing operations	$	(2,364	)	$	(18,876	)

The following table summarizes our consolidated results of operations for discontinued operations for the years ended December 31, 2024, and 2023.

	Year ended December 31,
	2024			2023
Revenue	$	1,493		$	9,844
Operating expenses:
Cost of revenue		2,227			28,999
General and administrative		1,155			4,934
Research and development		—			486
Sales and marketing		632			2,837
Impairment of Goodwill and Intangible Assets		—			16,660
Write-off leasehold improvements		937			—
Total operating expenses		4,951			53,916

Loss from discontinued operations		(3,458	)		(44,072	)

Total non-operating income (expenses), net		13,970			893
Net loss from discontinued operations	$	10,512		$	(43,179	)

Revenues

During the year ended December 31, 2024, the Company shifted its core business from micromobility and media services to IT software services. In detail, during 2024 the Company entered into a Service agreement with Everli S.p.A., a related party (an entity controlled by the Company’s major shareholder), for providing software development services. As a result, of the mentioned shift of the core business, the Company recorded media and mobility businesses as discontinued operations.

The following table summarizes our net revenues for continuing and discontinued operations for the years ended December 31, 2024, and 2023.

	Year Ended December 31,
	2024		2023		% Change
IT Services Revenues – Related party		1,422		—		—
Total Revenues from continuing operations – Related Party	$	1,422	$	—		—

Total Revenues from discontinued operations – Third Party	$	1,493	$	9,844		(85	)%

Revenues from continuing operations

Total Revenues from continuing operations are related to a service agreement entered in 2024 with Everli which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli. The mentioned Service Agreement requiring the Company to provide software development services for Everli. During the year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company recorded revenues for IT services rendered amounting to $1,422.

Revenues from discontinued operations

Total Revenues from discontinued operations decreased by $8,352, or 85%, from $9,844 for the year ended December 31, 2023, to $1,493 for the year ended December 31, 2024. This decrease was primarily due to Company’s decision to exit the mobility and media operations, both in Italy and in the United States of America, due to the high costs and related cash burn.

Cost of Revenues

The following table summarizes our Cost of Revenues for continuing and discontinued operations for the years ended December 31, 2024, and 2023.

	Year Ended December 31,
	2024		2023		% Change
IT Developer Payroll	$	1,037	$	—		—
Depreciation		59		—		—
Other Cost of revenues		18		—		—
Total - Cost of revenues from continuing operations		1,114		—		—

Total - Cost of revenues from discontinued operations		2,227		28,999		(92	)%

Cost of Revenues from continuing operations

Cost of Revenue from continuing operations is mainly related to personnel-related costs amounting to $1,037 which represents 93% of the Total Cost of Revenues from continuing operations, amounting to $1,114. The IT developers employed by the Company are fully involved in the software development activities for Everli.

Cost of Revenues from discontinued operations

Cost of Revenue from discontinued operations is mainly related to media and mobility businesses expenses and showed a decrease of $26,772, or 92%, from $28,999 for the year ended December 31, 2023, to $2,227 for the year ended December 31, 2024. The decrease is in line with the Company strategy to exit these businesses for the high cash burn.

Research and development

The following table summarizes our Research and development costs for continuing and discontinued operations for the years ended December 31, 2024, and 2023.

Year Ended December 31,

2024

2023

% Change

Research and development from continuing operations

—

1,953

—

Research and development from discontinued operations

—

486

—

Research and development from continuing operations

Research and development from continuing operations is mainly related to personnel-related costs amounting to $1,953 for the year ended December 31, 2023. In detail, these costs were related to employees focused on developing new software and platforms; during the year ended December 31, 2024, these employees have been moved to Everli software development services. As a result, during the year ended December 31, 2024; the costs related to IT personnel have been reclassified to Cost of Revenues from continuing operations.

Research and development from discontinued operations

Cost of Revenue from discontinuing operations was mainly related to personnel-related costs amounting to $486 for the year ended December 31, 2023. In detail, these costs were related to employees hired in the United States of America focused on maintaining the mobility platform.

General and Administrative

The following table summarizes our General and Administrative expenses for continuing and discontinued operations for the years ended December 31, 2024, and 2023.

	Year Ended December 31,
	2024		2023		% Change
Professional services fees	$	950	$	5,320		(82	)%
G&A Payroll		458		5,178		(91	)%
Insurances		312		1,843		(83	)%
Software		277		874		(68	)%
Lease expenses for offices and corporate houses		152		833		(82	)%
Amortization, depreciation and loss on disposal		82		174		(53	)%
Other Corporate expenses		380		3,759		(90	)%
Total – General and administrative from continuing operations	$	2,611	$	17,982		(85	)%

Total – General and administrative from discontinued operations	$	1,155	$	4,934		(77	)%

General and administrative expenses from continuing operations

General and Administrative expenses from continuing operations decreased by $15,371 or 85% from $17,982 for the year ended December 31, 2023, to $2,611 for the year ended December 31, 2024.

The decrease is mainly driven by the following reasons: a) reduction of professional services by $4,371 or 82%, highly impacted by the renegotiation or exit of multiple advisor agreements, b) decrease of D&O insurance costs renegotiated during 2024; c) decrease of workforce, including executives generating a decrease in G&A Payroll of $4,720, or 91%; d) reduction of Software expenses for $597, or 68%, several agreements were terminated without renewals, e) exit from several lease agreements related to offices and corporate houses, not renewed, generating a decrease amounted to $682, or 82%, f) general decrease of corporate expenses following the decision to drastically reduce the Company’s cash burn.

General and administrative expenses from discontinued operations

General and Administrative expenses from discontinued operations decreased by $3,779 or 77% from $4,934 for the year ended December 31, 2023, to $1,155 for the year ended December 31, 2024. The decrease is in line with the Company’s disinvestment of media and mobility businesses and the decision to reduce the cash burn by these operations.

Other operating expenses from discontinued operations

The following table summarizes Other operating expenses for discontinued operations for the years ended December 31, 2024, and 2023.

	Year Ended December 31,
	2024		2023		% Change
Sales and marketing	$	632	$	2,837		(78	)%
Impairment of Goodwill and Intangible Assets		—		16,660		—
Write-off leasehold improvements		937		—		—
Total – Other operating expenses from discontinued operations	$	1,569	$	19,497		(92	)%

Sales and marketing expenses from discontinuing operations decreased by $2,205 or 78%, from $2,837 for the year ended December 31, 2023 to $632 for the year ended December 31, 2024. The decrease is explained by the Company’s strategy to exit the mobility and media businesses, and the related drastically reduction of marketing campaigns.

The decline in the Company’s market capitalization and the reduction of the mobility operations initiated during the year ended December 31, 2023, were the main impairment indicators. As a result, during the year ended December 31, 2023, the Company identified impairment indicators which indicate that the fair values of Wheels assets were below their carrying values; in detail, the Company recorded $13,826 as impairment of Wheels goodwill and $2,834 as impairment of Intangible assets.

During the year ended December 31, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority of the lease agreements related to warehouse facilities, including a retail store. In August 2024, the Company entered into a lease assignment agreement with a related party, for the early exit of a retail store in New York. As a result of the aforementioned agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which is an entity fully-owned by the Company’s major shareholder. The Company recorded as Other income from discontinued operations a gain of $85 from the early termination of the New York store lease; generated by the derecognition of the Right of Use of Asset, Security deposit and Operating lease liabilities. Additionally, the Company recorded $937 as Write-off leasehold improvements from discontinued operations for the derecognition of leasehold improvements related to the New York store.

Total non-operating income (expense), net from continuing operations

	Year ended December 31,
	2024			2023			% Change

Interest expense, net	$	(3,068	)	$	(5,718	)		(46	)%
Gain (loss) on extinguishment of financial debts		822			11,405			(93	)%
Legal claims - releases		2,250			—			—
SEPA financial income (expenses), net		(102	)		(4,215	)		(98	)%
Other income (expenses), net		84			(296	)		(128	)%
Total non-operating income (expenses), net from continuing operations	$	(14	)	$	1,176			(101	)%

Non-operating income (expense), net, decreased by 101% or $1,190 from an income of $1,176 for the year ended December 31, 2023, to $14 of expenses for the year ended December 31, 2024.

Interest expenses, net

Interest expenses decreased by $2,650, or 46%, from $5,718 for the year ended December 31, 2023, to $3,068 for the year ended December 31, 2024. Such decrease is mainly driven by the overall decrease of the Company’s financial liabilities and the Related-party notes issued on an interest free basis.

Gain (loss) on extinguishment of financial debts

Gain on extinguishment of debt amounted to $822 and $11,405 for the year ended December 31, 2024 and 2023.

The 2024 gains are related to:

an Amendment Agreement entered by the Company with the holder of an unsecured Note. In detail, the Company settled $734 of the aforementioned Unsecured Note by issuing 928,942 Class A Common Stock in March 2024, for the reduction of the Company’s share price from the Amendment date to the issuance date the Company recorded a gain amounted to $728.

A conversion agreement was reached with Palella Holdings LLC (a related party) for the conversion of a portion of a promissory note outstanding. In detail, on June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date.

The 2023 gain is mainly related to the settlement of the secured loan; in detail, on November 27, 2023, the Company entered into a Settlement and Release Agreement with the institutional lender, amending the original loan agreement which had a principal outstanding of $15,000. The main amended term was the full satisfaction of the obligations under the original loan agreement in exchange of a payment of $3,595, on or prior December 8, 2023. The difference between the principal and the amount settled, amounting to $11,405 represents the gain.

Legal claims – releases

The Company recorded $2,250 as legal claims releases for the year ended December 31, 2024, the amount was related to a litigation dismissed with a former investor.

SEPA financial income (expenses), net

SEPA financial expenses, net decreased by $4,113, or 98%, from $4,215 for the year ended December 31, 2023, to $102 for the year ended December 31, 2024. Such decrease is mainly driven by the overall decrease of the SEPA usage, highly impacted by the Company’s decreases in market volatility and market price.

Total non-operating income (expense), net from discontinued operations

	Year ended December 31,
	2024			2023			% Change

Interest expense, net	$	(617	)	$	(292	)		111	%
Gain (loss) on extinguishment of financial debts		—			628			—
Gain (loss) on extinguishment of accounts payable		7,008			—			—
Gain (loss) from Wheels sales		7,596			—			—
Other income (expenses), net		(17	)		557			(103	)%
Total non-operating income (expenses), net from discontinued operations	$	13,970		$	893			(1,465	)%

Non-operating income (expense), net, increased by 1465% or $13,077 from an income of $893 for the year ended December 31, 2023, to an income of $13,970 for the year ended December 31, 2024. The increase is mainly related to non-recurring items.

Gain (loss) on extinguishment of accounts payable

During the fiscal year ending December 31, 2024, the Company recognized a gain related to the extinguishment of certain outstanding accounts payable, amounting to $7,008. The gain resulted from these extinguishments is mainly related to multiple settlements with vendors, of which LNPB settlement represents $4,852. In detail, the Company derecognized the liabilities or portion of them upon the execution of settlement agreements, or when payments are made or when the Company is legally released from the obligation.

Gain (loss) on extinguishment of accounts payable

In August 2024, the Company sold 100% of the equity interest of Wheels. The transaction price of the sale is represented by the Wheels liabilities assumed by the Buyer, there was no cash consideration or variable consideration in the sales agreement.

The following table summarizes the assets sold and liabilities assumed by the Buyer, generating a gain amounted to $7,596.

Cash and cash equivalents	$	3
Prepaid and other current assets		36
Property and Equipment Gross		3,120
Property and Equipment Accumulated Depreciation		(3,115	)
Other non-current Assets		34
Total assets sold (Company’s book values)	$	78
Accounts payables		(3,725	)
Financial liabilities		(578	)
Accrued expenses and other current liabilities		(1,510	)
Legal contingencies		(1,539	)
Deferred revenues		(322	)
Total Liabilities assumed (Company’s book values)	$	(7,674	)
Gain from the derecognition of nonfinancial assets		7,596
Total cash-consideration received from the sale	$	—

Liquidity, Capital Resources and Indebtedness

Since our inception, we have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue to have, an ongoing need to raise additional cash from outside sources to fund our operations and expand our business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support our cost structure.

As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of $397, of which $313 classified as discontinued operations.

We plan to continue to fund our operations through debt and equity financing, for the next twelve months.

We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations, including the new business lines. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

The following table summarizes our indebtedness as of December 31, 2024.

	December 31, 2024
		Continuing Operations	Discontinued Operations
Related-Party Secured Convertible loan, net*		6,298	—
Related-Party Promissory Note		228	—
Unsecured loans, net		3,854	1,916
Advances from bank		—	11,460
Other financial liabilities		94	—
Total Financial Liabilities, net		10,475	13,376
Of which classified as Current Financial Liabilities, net		10,475	12,662
Of which classified as Non-Current Financial Liabilities, net		—	714

*the convertible debts have been sold to Palella Holdings LLC in December 2024 from YA II PN, Ltd., a financial institution considered a Third-Party.

Our financial liabilities, net increased by 55% or $8,480 from $15,371 for the year ended December 31, 2023, to $23,851 for the year ended December 31, 2024. The increase is mainly explained by the new line of credit recorded as Advances from bank, partially compensated by the repayments occurred during the year 2024.

As of December 31, 2024, the Company is in default for non-payment under the terms of the Secured Convertible loan and the Unsecured loans. In October 30, 2024, the Company received a judgment against it from the Supreme Court of the State of New York for the payment of the full principal, interest and costs and disbursements in connection with the one of unsecured loan for approximately $2,454. The Company is currently identifying and evaluating the alternative paths for facing the judgement and for renegotiating with Palella Holdings LLC and the other unsecured loan holders new re-payment plans.

Securities outstanding as of December 31, 2024

As of December 31, 2024, we had the following outstanding securities:


	December 30, 2024
Class A Common Shares		92,214,637
Total Common Shares outstanding		92,214,637

Preferred stock		—
Total Preferred Stock outstanding		—

Warrants		2,641
Stock Option Plans		1,050
Restricted Stocks granted		21
Total Warrants, Restricted Stocks and Stock Options outstanding		3,712

Common Shares and Preferred stocks

As of December 31, 2024, the Company’s charter authorized the issuance of up to 900,000,000 shares of Class A common stock, $0.00001 par value per share, and 100,000,000 shares of preferred stock at $0.00001 par value per share.

Related Party Transactions

2024 Transactions

2024 Stock Purchase Agreement - Palella Holdings LLC

On December 31, 2024, following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s President and Chief Executive Officer) for selling 100% of the equity interest of the European entities, excluding Helbiz Doo (the Serbian entity generating the IT revenues), and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from a Note holder.

Agreement with Everli S.p.A. – continuing operations

In the first quarter of 2024, the Company entered into a business agreement with Everli S.p.A. (“Everli”) which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli.

Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli requiring Helbiz Doo to provide software development services. During the year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,459 the amount have been fully paid during the year, for services rendered during the period in line with the Agreement. The Company recorded $1,422 as IT Services Revenues - Related Party for the year ended December 31, 2024.

Agreements with Everli S.p.A. – discontinuing operations

In the first quarter of 2024, the Company entered into a business agreement with Everli. In detail, Helbiz Media, an Italian subsidiary of micromobility.com, entered into a Service Supply Agreement with Everli requiring Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $7,576 (including VAT).

On November 11, 2024, the Company entered into a service agreement with Everli. In detail, Helbiz Media, entered into a Service Agreement for the use of Helbiz Media platform, based on which Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024 to November 30, 2029. Under the terms of the service agreement, Everli is to pay the Company $14,490 (including VAT) in two years from the signing date. As of December 31, 2024, the Company does not grant access to the platform to Everli and does not issue any invoice to Everli.

No Revenues have been recorded in the discontinued operations for these two agreements during the year ended December 31, 2024.

Promissory Notes - Palella Holdings LLC

During the year ended December 31, 2024, Palella Holdings LLC (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer), provided to the Company $3,181, on an interest free basis with maturity date January 31, 2025. During the year ended December 31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.

On June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date. The conversion price applied for the aforementioned issuance is not applicable for further conversions.

As a result of the above repayment and conversion, on December 31, 2024, the Company has $228 as outstanding principal.

Secured convertible loan - Palella Holdings LLC

On December 8, 2023, the Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount of $5,750, with 37.5% issuance discount, December 8, 2024, as maturity date, 9.25% as annum interest rate and 13.25% as annum default interest rate. The secured loan shall be convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined as $1.25.

During the year ended December 31, 2024, YA II PN, Ltd. sold the Secured Loan agreement to Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer).

As of December 31, 2024, the Company has $6,298 outstanding as principal and accumulated interests, and it was in default for non-payment under the terms of the Secured Loan Agreement. The Company is currently negotiating a new repayment plan with Palella Holdings LLC.

Convertible debt - Palella Holdings LLC

During the year ended December 31, 2024, YA II PN, Ltd. sold a convertible Note to Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer).

During the year ended December 31, 2024, the Company fully repaid in cash the convertible debt. In detail, a cumulative payment of $122 (of which $116 was principal, and $6 was payment premium) was paid to YA II PN, Ltd. while the remaining $3,619 (of which $3,447 was principal, and $172 was payment premium) was paid to Palella Holdings LLC.

Lease Assignment agreement – Revolving Store Inc

In August 2024, the Company entered into a Lease Assignment agreement with Revolving Store Inc, an entity controlled by Palella Holdings LLC. The Lease Assignment agreement established that Revolving Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023. The early exit from the New York store lease generated a gain for the Company amounted to $85, for the derecognition of the Operating Lease liabilities amounted to $643, partially compensated by the derecognition of the Right of use of Assets and Security deposit for cumulative $559. In detail, the Company had $86 of overdue monthly rents for the period from February 2024 to July 2024, assumed by the new tenant: Revolving Store Inc.

2023 Transactions

Fromer CEO (Salvatore Palella) conversion of deferred salaries

During the year ended December 31, 2023, our majority shareholder and former CEO converted a portion of his deferred salaries, totaling $78, into 87 shares of Class A Common Stock.

Fromer CEO (Salvatore Palella) Purchase of Series B Preferred Stock

On March 13, 2023, the Company issued 3,000 Series B Preferred Stock to the Company’s CEO for an aggregate purchase price of $0.5. Series B had no voting rights, except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder of the Company’s Series B was required to vote any proposal for a reverse stock split on a “mirrored” basis. This meant that the Series B holder was required to cast their votes “For” and “Against” each such proposal in the same proportions as the holders of Company’s Class A Common stock eligible and voting at the Special Meeting cast their votes, in the aggregate. On March 30, 2023, the Company’s Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share. As of December 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.

Conversion of Class B Common Stock

On August 12, 2023, the 1,897 shares of Class B common stock automatically converted into 1,897 shares of Class A common stock. On August 12, 2021, the Company issued the Class B Common Stock to the Company’s former CEO (Salvatore Palella), with the clause of an automatic conversion into Class A Common Stock on the second anniversary of the issuance (August 12, 2023).

Related party shipping

During the year ended December 31, 2023, the Company recorded as Cost of Revenues from discontinued operations $56 for shipping services provided by a related party. The service provider is a Company whose CEO is a parent of Salvatore Palella, Company’s majority shareholder via Palella Holdings LLC and former CEO of micromobility.com.

Board members conversion of deferred salaries

During the year ended December 31, 2023, board members converted a portion of their deferred salaries, totaling $69, into 1,062 Warrants to purchase shares of Class A Common Stock with a strike price of $174.00 and 5-years from issuance as expiration date.

During the year ended December 31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $90, into 397 shares of Class A Common Stock, generating a gain for the Company amounted to $25.

Litigation

The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages.

The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.

As of December 31, 2024, and 2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded as Accruals for legal contingencies, included in Legal contingencies; $0 and $3,978 (of which $1,711 were related to Wheels and classified as Liabilities from discontinued operations for the year ended December 31, 2023), respectively.

During the year ended December 31, 2024, the Company was named as a defendant in an action brought in the Supreme Court of New York County, New York, for which a motion for summary judgment was entered into in October 2024 against the Company. The case is captioned Bernheim Investment Fund SICAV, vs. Micromobility.om Inc. The court’s order granting summary judgment awarded the plaintiff for the full amount of principal and interest overdue. The amount is recorded as Short-term financial liabilities in the consolidated financial statement, amounting to $2,454; because it is related to the 2022 unsecured note that the Company issued in July, 2022 in exchange for 2,000 Euro with 6.75% as interest on an annual basis. The Company is currently identifying and evaluating the alternative paths for facing the judgement.

During the year ended December 31, 2024, the Company released an amount previously accrued, $2,250, related to a claim with a former investor who claimed financial losses amounting to $4,000 for breaching contractual obligations. The plaintiff recently withdrawn the claim and the Company released the full amount.

The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential loss is between 0 to $300.

Critical Accounting Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We did not identify any critical accounting estimate as defined above.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Year Ended December 31, 2024 and 2023
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)			F-2

Financial Statements
Consolidated Balance Sheets as of December 31, 2024, and 2023			F-3
Consolidated Statements of Operation

SEC Form 10-K filed by micromobility.com Inc.