GREENVISION ACQUISITION CORP. Item 1.01. Entry Into a Material Definitive Agreement.
Registration Rights Agreement
On
The material terms of the Registration Rights Agreement are described in the section of the Definitive Proxy Statement beginning on page 127 titled "The Merger Agreement - The Registration Rights Agreement." A copy of the Registration Rights Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Registration Rights Agreement is qualified in its entirety by reference thereto.
Lock-Up Agreement
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into
this Item 2.01 by reference. On
The following information is provided about the business of Helbiz following the consummation of the Business Combination, set forth below under the following captions:
· Cautionary Note Regarding Forward-Looking Statements;
· Business;
· Risk Factors;
· Management's Discussion and Analysis of Financial Condition and Operations;
· Quantitative and Qualitative Disclosure about Market Risk;
· Security Ownership of Certain Beneficial Owners and Management;
· Directors and Executive Officers;
· Director Independence;
· Committees of the Board of Directors;
· Executive Compensation;
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· Director Compensation;
· Certain Relationships and Related Transactions;
· Legal Proceedings;
· Market Price of and Dividends on the Registrant's Common Stock and
Related Stockholder Matters;
· Recent Sales of Unregistered Securities ;
· Description of Securities;
· Indemnification of Directors and Officers; and
· Financial Statements, Supplementary Data and Exhibits.
Cautionary Note Regarding Forward-Looking Statements
We make forward-looking statements in this Current Report on Form 8-K, including in the statements incorporated herein by reference. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks uncertainties and other factors which could cause actual results to differ materially from those expressed or . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As a result of the Business Combination, the Company became obligated with
respect to debt of
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the redemptions of our common stock that occurred immediately
prior to our Business Combination, we will not meet Nasdaq's listing
requirements of a
Item 3.02 Unregistered Sales of
The disclosure set forth in the "Introductory Note" of this Current Report on
Form 8-K is incorporated herein by reference. The securities issued in
connection with the Business Combination, the
Item 3.03 Material Modification to Rights of Security Holders.
On
A copy of the Amended and Restated Certificate of Incorporation is included as Exhibits 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant.
Helbiz's independent registered public accounting firm will not change as a result of the Business Combination.
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Item 5.01 Change in Control of Registrant.
The information set forth above in the "Introductory Note" and Item 2.01 is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth above in the sections titled "Directors and Executive Officers," "Director Independence," "Committees of the Board of Directors" and "Executive Compensation" in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, GRNV ceased being a shell company. The material terms of the Business Combination are described in the section entitled "Proposal No. 1 - The Business Combination Proposal" of the Definitive Proxy Statement, and are incorporated herein by reference. Further, the information set forth in the "Introductory Note" and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
PROPOSAL NO. 1:
To approve the transactions contemplated under the Merger Agreement, referred to in the Definitive Proxy Statement as the Business Combination Proposal.
For Against Abstain
2,878,185 164,471 21,307
PROPOSAL NO. 2:
To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the proposed Amended and Restated Certificate of Incorporation, referred to in the Definitive Proxy Statement as the Charter Amendment Proposal.
For Against Abstain
2,876,179 166,472 21,312
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PROPOSAL NO. 3:
To approve and adopt the
For Against Abstain
2,878,143 164,492 21,328
PROPOSAL NO. 4:
To approve the issuance of the securities in the Business Combination and the
For Against Abstain
2,877,997 164,638 21,328
PROPOSAL NO. 5:
To elect
Director For Withhold Salvatore Palella 2,895,877 168,086 Giulio Profumo 2,895,878 168,085 Kimberly L. Wilford 2,895,878 168,085 Guy Adami 2,895,868 168,095 Lee Stern 2,895,865 168,098 PROPOSAL NO. 6:
To approve the adjournment of the special meeting, if necessary or advisable, to permit further solicitation and vote of proxies in the event that there are insufficient votes.
For Against Abstain
5,832,002 359,105 42,436
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of
The audited financial statements of MiMoto Smart Mobility Srl as of
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of
(c) Exhibits.
Exhibit No. Description
2.1 Merger Agreement and Plan of Reorganization dated February 8,
2021 by and among, Helbiz, Inc. , Salvatore Palella as
Representative of the Shareholders of the Helbiz, Inc. ,
GreenVision Acquisition Corp. and GreenVision Merger Sub Inc.
(incorporated by reference to Exhibit 2.1 to the Registrants,
Current Report on Form 8-K, filed on February 8, 2021 )*
2.2 First Amendment dated April 8, 2021 to Merger Agreement and
Plan of Reorganization (incorporated by reference to Exhibit 2.1
to the Registrants, Current Report on Form 8-K, filed on April 9,
2021 )*
3.1 Amended and Restated Certificate of Incorporation of Helbiz,
Inc.
10.1 Form of Subscription Agreement by and among GreenVision
Acquisition Corp. and certain institutional and accredited
investors (incorporated by reference to Exhibit 10.1 to Helbiz's
current report on Form 8-K filed on March 11, 2021 )*
10.2 Form of Registration Rights Agreement, dated as of August 12,
2021 , by and among GreenVision Acquisition Corp and certain
shareholders of Helbiz Holdings (incorporated by reference to
Annex B of the Definitive Proxy Statement filed on July 26,
2021 )*
10.3 Form of Lock-Up Agreement
10.4 Form of warrant to PIPE Investors (incorporated by reference to
Exhibit 10.2 to Helbiz's current report on Form 8-K filed on
March 11, 2021 )*
10.5 GreenVision Acquisition Corp. 2021 Omnibus Incentive Plan
(incorporated by reference to Annex D of the Definitive Proxy
Statement filed on July 26, 2021 )*
10.6 Form of Indemnification Escrow Agreement
21.1 List of subsidiaries of Helbiz, Inc.
99.1 Unaudited Pro Forma Condensed Consolidated Financial
Information of Helbiz, Inc.
* Previously filed.
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