UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarter ended September 30, 2023

☐ 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 as Specified in Its Charter)

Delaware

84-3015108

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

500 Broome St., New York, NY 10013

(Address of principal executive offices)

(917) 675-7157

(Issuer’s telephone number)

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	MCOM	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock	MCOMW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ 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 definitions 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	☒	Smaller reporting company	☒
		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2023, 285,526,127 shares of Class A common stock, par value $0.00001.

MICROMOBILITY.COM, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Unaudited Financial Statements	1
Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2023 and 2022 (unaudited)	2
Condensed Consolidated Statements Changes in Convertible Preferred Stock and Stockholders’ Deficit for the nine months ended September 30, 2023 and 2022 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	5
Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	28
Item 4. Controls and Procedures	28
Part II. Other Information
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32
Part III. Signatures	33

Forward-Looking Statements

This Quarterly Report of micromobility.com (“we,” “us,” “our,” “micromobility” and the “Company”) contains statements that constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in several different places in this Quarterly Report and, in some cases, can be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “contemplates”, “intends”, “believes”, “plans”, “may”, “will” or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statements and/or information related to: our financial performance and projections; our business prospects and opportunities; our business strategy and future operations; the projection of timing and delivery of products in the future; projected costs; expected production capacity; expectations regarding demand and acceptance of our products; estimated costs of machinery to equip a new production facility; trends in the market in which we operate; the plans and objectives of management; our liquidity and capital requirements, including cash flows and uses of cash; trends relating to our industry; plans relating to our electric vehicles (“EVs”); and plans and intentions to regain compliance with the listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”), including, among other things, through a reverse stock split.

We have based these forward-looking statements on our current expectations about future events on information that is available as of the date of this Quarterly Report, and any forward-looking statements made by us speak only as of the date on which they are made. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed or implied in our forward-looking statements for various reasons, including, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; our capital needs, and the competitive environment of our business. Additional Factors that could contribute to such differences include, but are not limited to:

●

general economic and business conditions, including changes in interest rates;

●

prices of other competitors services, costs associated with manufacturing e-scooters and similar devices and other economic conditions;

●

the effect of an outbreak of disease or similar public health threat, such as the COVID-19 pandemic, on the Company’s business (natural phenomena, including the lingering effects of the COVID-19 pandemic);

●

the impact of political unrest, natural disasters or other crises, terrorist acts, acts of war and/or military operations, and our ability to maintain or broaden our business relationships and develop new relationships with strategic alliances, suppliers, customers, distributors or otherwise;

●

the ability of our information technology systems or information security systems to operate effectively;

●

actions by government authorities, including changes in government regulation;

●

uncertainties associated with legal proceedings;

●

changes in the size of the micromobility market;

●

future decisions by management in response to changing conditions;

●

the Company’s ability to execute prospective business plans;

●

misjudgments in the course of preparing forward-looking statements;

●

the Company’s ability to raise sufficient funds to carry out its proposed business plan;

●

inability to keep up with advances in micromobility and related battery technology;

●

inability to design, develop, market and sell new e-scooters and similar devices and services that address additional market opportunities to generate revenue and positive cash flows;

●

dependency on certain key personnel and any inability to retain and attract qualified personnel;

●

inability to succeed in establishing, maintaining and strengthening the micromobility.com brand;

●

disruption of supply or shortage of raw materials;

●

the unavailability, reduction or elimination of government and economic incentives;

●

failure to manage future growth effectively; and

●

the other risks and uncertainties detailed from time to time in our filings with the Security and Exchange Commission (“SEC”), including but not limited to those described under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K as amended for the year ended December 31, 2022, filed with the SEC on March 28, 2023 (the “Form 10-K”).

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There is no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Company or persons acting on our Company’s behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as, and to the extent required by, applicable securities laws.

iii

PART 1 – FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	September 30,			December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	962		$	429
Accounts receivables		797			1,345
VAT receivables		926			3,054
Prepaid and other current assets		1,343			6,417
Total current assets		4,028			11,245
Goodwill		—			13,826
Property, equipment and deposits, net		2,883			9,237
Right of use assets		1,726			2,872
Other assets		794			3,974
TOTAL ASSETS	$	9,432		$	41,154

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	12,134		$	14,359
Accounts payable related to media rights		10,922			7,732
Accrued expenses and other current liabilities		7,331			8,885
Deferred revenues		1,542			3,047
Operating lease liabilities		965			1,463
Finance lease liabilities		245			2,002
Short term financial liabilities, net		21,938			33,244
Total current Liabilities		55,078			70,732
Other non-current liabilities		137			362
Operating lease liabilities		1,136			1,719
Finance lease liabilities		29			71
Non-current financial liabilities, net		5,290			7,174
TOTAL LIABILITIES		61,670			80,058
Commitments and contingencies		Note 10

CONVERTIBLE PREFERRED STOCK
Series A Convertible Preferred Stock, $0.0001 par value; 8,000,000 shares authorized at September 30, 2023; none issued and outstanding at September 30, 2023 and 6,751,823 issued and outstanding at December 31, 2022.	$	—		$	945

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding		—			—
Class A Common stock, $0.00001 par value; 900,000,000 shares authorized and; 225,726,127 and 3,264,576 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.		202,199			152,996
Class B Common stock, $0.00001 par value; 0 shares authorized and outstanding as of September 30, 2023 and; 14,225,898 shares authorized and; 284,518 shares issued and outstanding at December 31, 2022, respectively.		—			—
Accumulated other comprehensive loss		(1,245	)		(2,904	)
Accumulated deficit		(253,192	)		(189,942	)
Total Stockholders’ deficit		(52,238	)		(39,850	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	9,432			41,154

The accompanying notes are an integral part of these condensed consolidated financial statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	1,554		$	3,675		$	8,968		$	11,345
Operating expenses:
Cost of revenue		3,254			8,346			26,843			29,952
General and administrative		4,814			5,418			16,285			18,402
Sales and marketing		527			1,719			2,690			7,560
Research and development		480			650			2,089			2,033
Impairment of assets		—			10,390			16,444			10,390
Total operating expenses		9,074			26,523			64,352			68,337

Loss from operations		(7,520	)		(22,848	)		(55,384	)		(56,992	)

Non-operating income (expenses), net
Interest expense, net		(1,067	)		(1,482	)		(4,633	)		(4,974	)
Gain (loss) on extinguishment of financial debts		—			—			431			(2,065	)
Change in fair value of warrant liabilities		(4	)		63			53			1,449
SEPA financial expenses, net		(1,137	)		—			(3,840	)		—
Other income (expenses), net		262			(289	)		171			(1,100	)
Total non-operating income (expenses), net		(1,946	)		(1,708	)		(7,818	)		(6,690	)

Income Taxes		(10	)		(6	)		(48	)		(18	)
Net loss	$	(9,477	)	$	(24,562	)	$	(63,249	)	$	(63,700	)

Net loss per share attributable to common stockholders, basic and diluted	$	(0.06	)	$	(22.57	)	$	(1.01	)	$	(79.39	)

Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		159,395,919			1,088,117			62,833,179			802,337

Net loss		(9,477	)		(24,562	)		(63,249	)		(63,700	)

Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments		908			(554	)		1,659			(1,083	)

Net loss and comprehensive income	$	(8,569	)	$	(25,116	)	$	(61,590	)	$	(64,783	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2023

(in thousands, except share and per share data)

(unaudited)


		Class A Common Stock					Class B Common Stock					Accumulated			Accumulated Other Comprehensive (Loss)			TOTAL STOCKHOLDERS’
		Shares		Amount			Shares			Amount		Deficit			Income			DEFICIT
Balance as of July 1, 2023	—	—	49,041,609	$	188,038			284,518		$	—	$	(243,715	)	$	(2,153	)	$	(57,830	)
Issuance of common shares – for Advance Notices under SEPA			176,400,000		14,432			—			—		—			—			14,432
Class B Common Shares conversion into Class A Common Shares			284,518		—			(284,518	)		—		—			—			—
Share based compensation			—		(271	)		—			—		—			—			(271	)
Changes in currency translation adjustment			—		—			—			—		—			908			908
Net loss	—	—	—		—			—			—		(9,477	)		—			(9,477	)
Balance as of September 30, 2023	—	—	225,726,127	$	202,199			—		$	—	$	(253,192	)	$	(1,245	)	$	(52,238	)

SERIES B –PREFERRED

SERIES A – CONVERTIBLE PREFERRED

Class A Common Stock

Class B Common Stock

SEC Form 10-Q filed by Helbiz Inc.