UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
| (Exact Name of Registrant as Specified in Its Charter) |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Issuer’s telephone number)
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act: None.
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.
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).
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 | ☐ |
| ☒ | 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 ☐
As of May 20, 2025, shares of common stock, par value $0.00001 per share, were issued and outstanding.
MICROMOBILITY.COM, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025
TABLE OF CONTENTS
PART 1 – FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
Micromobility.com, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| VAT receivables | ||||||||
| Accounts receivables – Related Party | ||||||||
| Prepaid and other current assets | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Equipment, net | ||||||||
| Other assets | ||||||||
| Non-current assets of discontinued operations | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Deferred revenues – Related Party | ||||||||
| Short term financial liabilities, net | ||||||||
| Short term financial liabilities, net – Related Party | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current Liabilities | ||||||||
| Non-current liabilities of discontinued operations | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | Note 8 | |||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized and; shares issued and outstanding at March 31, 2025 and December 31, 2024 | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues – Related Party | $ | $ | ||||||
| Operating expenses: | ||||||||
| Cost of revenue | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Non-operating income (expenses), net | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Legal claims - accruals | ( | ) | ||||||
| Gain on extinguishment of financial debts | ||||||||
| SEPA financial expenses, net | ( | ) | ||||||
| Other income (expenses), net | ( | ) | ( | ) | ||||
| Total non-operating income (expenses), net | ( | ) | ( | ) | ||||
| Exchange gain (loss), net | ||||||||
| Income Taxes | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) discontinued operations | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Basic and diluted Earnings Per Common Share | ||||||||
| Net loss from continuing operations per share attributable to common stockholders, basic and diluted | ) | ) | ||||||
| Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted | ) | |||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | ) | $ | ) | ||||
| Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive (loss) income, net of tax: | ||||||||
| Changes in foreign currency translation adjustments | ( | ) | ||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2025
(in thousands, except share and per share data)
(unaudited)
| Common Stock | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | |||||||||||||||||
| Shares | Amount | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | ( | ) | $ | ( | ) | ( | ) | |||||||||||
| Changes in currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2025 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock Stockholders’ Deficit for the three months ended March 31, 2024
(in thousands, except share and per share data)
(unaudited)
| Common Stock | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | |||||||||||||||||
| Shares | Amount | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | ( | ) | $ | ( | ) | ( | ) | |||||||||||
| Issuance of common shares – for Advance Notices under SEPA | ||||||||||||||||||||
| Issuance of common shares – for Settlement of financial liabilities | ||||||||||||||||||||
| Share based compensation | — | |||||||||||||||||||
| Changes in currency translation adjustment | — | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
Micromobility.com, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
(unaudited)
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) from discontinued operations | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash interest expenses and amortization of debt discount | ||||||||
| Amortization of Right-of-use assets | ||||||||
| Share-based compensation | ||||||||
| Gain on extinguishment financial debts | ( | ) | ||||||
| Accruals for legal contingencies | ||||||||
| Other non-cash activities | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Deferred Revenues – Related Party | ( | ) | ||||||
| Prepaid and other assets | ( | ) | ||||||
| Accounts receivables – Related Party | ( | ) | ||||||
| Accounts payables | ( | ) | ||||||
| Accrued expenses and other liabilities | ||||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities from discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing activities | ||||||||
| Purchase of equipment | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from issuance of financial liabilities | ||||||||
| Repayment of financial liabilities | ( | ) | ( | ) | ||||
| Proceeds from issuance of financial liabilities, due to related party | ||||||||
| Repayment of financial liabilities, due to related party | ( | ) | ||||||
| Proceeds from sale of common shares, net | ||||||||
| Net cash provided by (used in) financing activities from continuing operations | ( | ) | ||||||
| Net cash provided by (used in) financing activities from discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Increase (decrease) in cash and cash equivalents, and restricted cash | ( | ) | ||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Net change in cash and cash equivalents, and restricted cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents and restricted cash at beginning of period - continuing operations | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period - discontinued operations | ||||||||
| Cash and cash equivalents, and restricted cash, beginning of year | ||||||||
| Cash and cash equivalents, and restricted cash, end of the period | $ | $ | ||||||
| RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash, included in Current and Other assets | ||||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes, net of refunds | $ | $ | ||||||
| Non-cash investing & financing activities from continuing operations | ||||||||
| Issuance of common shares – for conversion of financial liabilities | ||||||||
| Non-cash investing & financing activities from discontinued operations | ||||||||
| Lease agreements early termination | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
Micromobility.com, Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
1. Description of Business and Basis of Presentation
Description of Business
micromobility.com, Inc. (together with its subsidiaries, “micromobility.com” or the “Company”) 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 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, which became its core business.
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 exit the 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.
In August 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”).
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 a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer) to sell 100% of the European mobility and media businesses, (excluding Helbiz Doo, the Serbian subsidiary who provides the software development services to Everli) 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 such Note Holder.
Basis of Presentation
These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. These accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from remeasurement of foreign currency balances into U.S. dollars are included in the condensed consolidated statements of operations. For the foreign subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.
The condensed consolidated balance sheet as of December 31, 2024, included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of, and for the year ended, December 31, 2024, included in our Annual Report on Form 10-K.
The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity, and cash flows, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.
| 6 |
2. Going Concern and Management’s Plans
The Company has experienced recurring operating losses and negative cash flows from operating activities since its inception. To date, these operating losses have been funded primarily from outside sources of invested capital. The Company had, and expects to continue to have, an ongoing need to raise additional cash from outside sources to fund its operations. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support the Company’s cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The Company plans to continue to fund its operations through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable to the Company, or at all.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
3. Summary of Significant Accounting Policies and Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP generally requires management to make estimates and assumptions that affect the reported amount of certain assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include determination of fair values of warrant and financial instruments.
Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements became effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. This standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on disclosure.
In November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”, which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. This amendment is effective for annual and interim reporting periods beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this standard on the consolidated financial statements
4. Discontinued Operations – Mobility and Media businesses
During the year ended December 31, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America and to sell the mobility and media operations in Italy, due to the high costs connected and the Company’s strategy to reduce the operating cash burn.
In connection with the suspension of the mobility business in the United States, the sale of Wheels assets and the expected sales of the European entities, the Company concluded that the assets, liabilities and results of operations of the Mobility and Media businesses met the criteria for classification as discontinued operations. As a result, the Company has presented the results of operations, cash flows and financial position of the mobility and media businesses as discontinued operations in the accompanying condensed consolidated financial statements and notes for all periods presented.
| 7 |
The following table presents the assets and liabilities of mobility and media businesses, classified as Discontinued Operations as of March 31, 2025, and December 31, 2024.
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables | ||||||||
| VAT receivables | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property, equipment and deposits, net | ||||||||
| Right of use assets | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| VAT payable | ||||||||
| Deferred revenues | ||||||||
| Deferred revenues – Related Party | ||||||||
| Short term financial liabilities, net | ||||||||
| Total current Liabilities | ||||||||
| Non-current financial liabilities, net | ||||||||
| Other non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
The following table presents the results of operations for the three months ended March 31, 2025, and 2024 for the mobility and media business, classified as Discontinued Operations:
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses: | ||||||||
| Cost of revenues | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Net Income (Loss) from discontinued operations | ( | ) | ||||||
| Gain on extinguishment of AP | ||||||||
| Interest expenses, net | ( | ) | ( | ) | ||||
| Other income (expenses), net | ( | ) | ( | ) | ||||
| Net income (loss) from discontinued operations | ( | ) | ||||||
Revenues from discontinued operations
Total Revenues from discontinued operations recorded for the three months ended March 31, 2025, amounting to $339, are fully related to a non-recurring event: the expiration and deletion of the US mobility wallets.
Financial liabilities from discontinued operations
| March 31, 2025 | December 31, 2024 | |||||||
| Unsecured loans, net | ||||||||
| Advances from bank | ||||||||
| Total Financial Liabilities, net | ||||||||
| Of which classified as Current Financial Liabilities, net | ||||||||
| Of which classified as Non-Current Financial Liabilities, net | ||||||||
| 8 |
Unsecured loans
Unsecured loans amounting
to $
Advances from bank
During the year ended December 31, 2024, Helbiz Media, an Italian subsidiary of micromobility.com (fully owned by Helbiz Europe Limited) entered into a Service Supply agreement and into a Service agreement with Everli. Helbiz Media is one of the European entities expected to be sold to Palella Holdings LLC under the Stock Purchase Agreement entered on December 31, 2024.
The Service Supply Agreement
requires 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 $
The
In connection with the two
aforementioned agreements, the Company has entered into a financing arrangement with a banking institution whereby the Company receives
advances, amounting to $
During the three months
ended March 31, 2025, the Company recorded $
5. Revenues
The table below shows the revenues breakdown for the three months ended on March 31, 2025, and on March 31, 2024.
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| IT Services Revenues – Related party | $ | $ | ||||||
| Total Revenues from continuing operations – Related Party | $ | $ | ||||||
During February 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli (a related party) requiring the Company to provide software development services. Helbiz Doo is not involved in the Stock Purchase Agreement entered on December 31, 2024 with Palella Holdings LLC.
During the three months
ended March 31, 2025 and 2024, pursuant to the Business Cooperation Agreement and related amendment, the Company recorded revenues for
IT services rendered amounting to $
6. Equipment, net
Equipment, net consists of the following:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| R&D equipment | ||||||||
| Computers and software | ||||||||
| Total equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total equipment, net from continuing operations | $ | $ | ||||||
| 9 |
The following table summarizes the loss on disposal and depreciation expenses recorded in the consolidated statement of operations from continuing operations for the three months ended on March 31, 2025, and 2024.
| Three months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cost of revenues | $ | $ | ||||||
| General & administrative | ||||||||
| Total depreciation and loss on disposal expenses related to assets recorded for continuing operations | $ | $ | ||||||
7. Financial liabilities, net
The Company's Financial liabilities from continuing operations consisted of the following.
| Weighted Average Interest Rate | March 31, 2025 | December 31, 2024 | ||||||||||
| Related-Party Secured Convertible loan, net* | % | |||||||||||
| Related-Party Promissory Note | % | |||||||||||
| Third-Party Unsecured loans, net | N/A | |||||||||||
| Third-Party Other financial liabilities | N/A | |||||||||||
| Total Current Financial Liabilities, net from continuing operations | ||||||||||||
The table below shows the amounts recorded as Interest expense, net from continuing operations on the condensed statements of operations for the three months ended on March 31, 2025, and March 31, 2024.
| Three months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Secured Convertible loan | $ | ( | ) | $ | ( | ) | ||
| Convertible debt | ( | ) | ||||||
| Unsecured loans | ( | ) | ||||||
| Other interest income (expenses) | ( | ) | ||||||
| Total Interest expenses, net | $ | ( | ) | $ | ( | ) | ||
Related-Party Secured convertible loan
On December 8, 2023, the
Company entered into a Secured Loan Agreement with YA II PN, Ltd. The secured loan has a principal amount of $
On December 9, 2024, YA II PN, Ltd. sold the Secured Loan agreement to Palella Holdings LLC, which is qualified as a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer.
The Company was in default for non-payment under the terms of the Secured Loan Agreement. The Company continues to accrue interest based on 9.25% interest rate, considering that Palella Holdings LLC did not request the application of the default interest rate.
As of March 31, 2025,
the Company has $
Related-Party Promissory Notes
During the three months ended March
31, 2025, Palella Holdings LLC, which is qualified as a 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 $
As a result of the above
transactions, on March 31, 2025, the Company has $
| 10 |
Unsecured loans
2022 unsecured note
On July 15, 2022, the
Company issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $
On 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 2022 unsecured note. The Company is currently identifying and evaluating the alternative paths for facing the judgement.
As a result on March 31,
2025, the Company has $
Unsecured debts – assumed from previous business combination
As of March 31, 2025,
the Company has $
8. Commitments and Contingencies
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 condensed 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 March 31, 2025, and December 31, 2024, the Company concluded that no losses on litigation were probable and reasonable estimable.
The Company is also
involved in certain claims where the losses are not considered to be reasonably estimable or possible; for these claims the range of potential
loss is between
The following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.
Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Equity Incentive Plan - Common Stock Purchase Option | ||||||||
| Convertible Notes | ||||||||
| Common Stock to be issued outside equity incentive Plans | ||||||||
| Common Stock Purchase Warrants | ||||||||
| Total number of Common Shares not included in the EPS Basic and diluted | ||||||||
| 11 |
10. Segment and geographic information
The Company reports as one reporting segment related to software development services. The Company’s CEO, who is the Company’s Chief Operating Decision Maker (“CODM”) assesses performance of our reporting segment and decides how to allocate resources based on consolidated net loss from operations that is also reported on the consolidated statement of operations as consolidated net loss from operations for continuing operations. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets from continuing operations. The Company does not have separate business units or segment managers or vertical leaders who report to CODM with respect to operations, operating results or planning for levels or components below the total Company level. The Company’s reporting segment is strictly related to a Service Agreement with a related party, Everli S.p.A. for providing software development services.
The Company’s segment operating performance measures are segment Revenue and Operating Expenses. The CODM does not evaluate operating segment using asset information and, accordingly, the Company does not report asset information by segment. The following table provides information about Company’s segments and a reconciliation of the total segment Revenue and Operating Expenses to loss from operations:
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| IT Services Revenues | $ | $ | ||||||
| Total segment revenues | $ | $ | ||||||
| Operating expenses: | ||||||||
| Cost of revenues | ||||||||
| Developer Payroll | ( | ) | ( | ) | ||||
| Depreciation | ( | ) | ( | ) | ||||
| Other Cost of revenues | ( | ) | ( | ) | ||||
| Total Cost of revenues | $ | ( | ) | $ | ( | ) | ||
| General and administrative | ||||||||
| Professional services fees | ( | ) | ( | ) | ||||
| G&A Payroll | ( | ) | ( | ) | ||||
| Software | ( | ) | ( | ) | ||||
| Lease expenses for offices and corporate houses | ( | ) | ( | ) | ||||
| Amortization, depreciation and loss on disposal | ( | ) | ( | ) | ||||
| Other Corporate expenses | ( | ) | ( | ) | ||||
| Total General and administrative | $ | ( | ) | $ | ( | ) | ||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
| Interest expense, net | ( | ) | ( | ) | ||||
| Legal claims - accruals | ( | ) | ||||||
| Gain on extinguishment of financial debts | ||||||||
| SEPA financial expenses, net | ( | ) | ||||||
| Other income (expenses), net | ( | ) | ( | ) | ||||
| Total non-operating income (expenses), net | $ | ( | ) | $ | ( | ) | ||
| Exchange gain (loss), net | ||||||||
| Income Taxes | $ | $ | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Net income (loss) from discontinued operations | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
Revenue by geography is based on where the software development was generated. The following table set forth revenue by geographic area for the three months ended March 31, 2025, and 2024.
| Three months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Serbia | $ | |||||||
| Total Revenues | $ | $ | ||||||
| 12 |
Long-lived assets, net includes property and equipment, intangible assets, goodwill, and other assets. The following table sets forth long-lived assets, net by geographic area as of March 31, 2025, and December 31, 2024.
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Serbia | $ | $ | ||||||
| United States | ||||||||
| Total long-lived assets | $ | $ | ||||||
11. Related Party 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 such Note Holder.
The Closing conditions had not been satisfied as of March 31, 2025.
Agreements between Helbiz Media and Everli S.p.A.
During the year
ended December 31, 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement
described above), entered into a Service Supply Agreement with Everli S.p.A. (which is a related party as the Company’s major
shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) 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 $
On November 11, 2024,
the
No Revenues have been recorded in the discontinued operations for these two agreements during the three months ended March 31, 2025.
Agreement between Helbiz Doo and Everli S.p.A.
During the year ended
2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. (which
is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli
S.p.A.) requiring Helbiz Doo to provide software development services. During the three
months ended March 31, 2025, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $435, of which
$284 have been paid during the three months ended March 31, 2025. The Company recorded $
Related-Party Promissory Notes
During the three months ended March
31, 2025, Palella Holdings LLC, which is qualified as a 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 $
As a result of the above
transactions, on March 31, 2025, the Company has $
| 13 |
12. Subsequent Events
The Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), dated April 21, 2025 (the “SEPA”), pursuant to which the Company has the right to issue and sell to Yorkville, and Yorkville shall purchase from the Company, up to $25 million in aggregate gross purchase price (the “Commitment Amount”) of newly issued fully paid shares of our common stock. The SEPA shall terminate on the earliest of (i) April 21, 2028 and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of Common Stock equal to the Commitment Amount. Each sale that the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock that the Company may determine, subject to certain limitations set forth in the SEPA. The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of Common Stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day..
In
connection with the execution of the SEPA, the Company agreed to pay a commitment fee of $
In connection with the
SEPA, Yorkville advanced to the Company the principal amount of $
The Promissory Note may be converted by Yorkville into shares of common stock, such shares shall be valued at the lower of (i) $.006 per share (the “Fixed Price”) or (ii) 95% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the date of such conversion (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price (as defined below) then in effect. On the fourth Trading Day following the listing of the common stock on a national exchange (the “Fixed Price Reset Date”), the Fixed Price shall be adjusted (downwards only) to equal the average VWAP for the three trading days immediately prior to the Fixed Price Reset Date. The “Floor Price” respect to the Variable Price, shall mean, (i) prior to an uplisting of the Common Stock to a national exchange, nil, and (ii) following such an uplisting, 20% of the initial listing price on such exchange.
At any time during the Commitment Period that there is a balance outstanding under the Promissory Note, Yorkville may deliver notice (an “Investor Notice”) to the Company to cause an Advance Notice to be deemed delivered to Yorkville and the issuance and sale of shares of common stock to Yorkville pursuant to an Advance (an “Investor Advance”) in an amount not to exceed the balance owed under the Promissory Note outstanding on the date of delivery of such Investor Notice. As a result of an Investor Advance, the amounts payable under the Promissory Note will be offset by such amount subject to each Investor Advance.
| 14 |
Item 2. 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 our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding 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 the financial results of micromobility.com, Inc. for the three months ended March 31, 2025 and 2024. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refer to micromobility.com, Inc. and our 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 Helbiz Doo, the Serbian subsidiary of 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 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 areas 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 such Note Holder.
In January 2025, Helbiz Media paid $1.6 million to LNPB as last payment of the settlement agreement entered in February 2024.
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
| 15 |
Comparison of the Three months ended March 31, 2025, and 2024
The following table summarizes our consolidated results of operations for the three months ended March 31, 2025, and 2024.
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 477 | $ | 127 | ||||
| Operating expenses: | ||||||||
| Cost of revenue | 323 | 175 | ||||||
| General and administrative | 352 | 1,230 | ||||||
| Total operating expenses | 675 | 1,405 | ||||||
| Loss from operations | (198 | ) | (1,278 | ) | ||||
| Total non-operating income (expenses), net | (180 | ) | (2,181 | ) | ||||
| Exchange gain (loss), net | — | 49 | ||||||
| Income Taxes | — | — | ||||||
| Net loss from continuing operations | $ | (378 | ) | $ | (3,410 | ) | ||
The following table shows our results of operations from continuing operations as a percentage of our revenues from continuing operations for those periods. Percentages presented in the following tables may not sum due to rounding.
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | 100 | % | 100 | % | ||||
| Operating expenses: | ||||||||
| Cost of revenue | 68 | % | 138 | % | ||||
| General and administrative | 74 | % | 969 | % | ||||
| Total operating expenses | 142 | % | 1,106 | % | ||||
| Loss from operations | (42 | )% | (1,006 | )% | ||||
| Total non-operating income (expenses), net | (38 | )% | (1,717 | )% | ||||
| Exchange gain (loss), net | — | % | 39 | % | ||||
| Income Taxes | — | % | — | % | ||||
| Net loss from continuing operations | (79 | )% | (2,685 | )% | ||||
The following table summarizes our consolidated results of operations for discontinued operations for the three months ended March 31, 2025, and 2024.
| Three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 339 | $ | 444 | ||||
| Operating expenses: | ||||||||
| Cost of revenue | 73 | 908 | ||||||
| General and administrative | 59 | 299 | ||||||
| Sales and marketing | — | 275 | ||||||
| Total operating expenses | 132 | 1,482 | ||||||
| Net income (Loss) from discontinued operations | 207 | (1,038 | ) | |||||
| Total non-operating income (expenses), net | (58 | ) | (71 | ) | ||||
| Net income (loss) from discontinued operations | $ | 149 | $ | (1,109 | ) | |||
Revenues
The following table summarizes our net revenues for continuing and discontinued operations for the three months ended March 31, 2025, and 2024.
| Three months ended March 31, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| IT Services Revenues – Related party | 477 | 127 | 276 | % | ||||||||
| Total Revenues from continuing operations – Related Party | $ | 477 | $ | 127 | 276 | % | ||||||
| Total Revenues from discontinued operations – Third Party | $ | 339 | $ | 444 | (24 | )% | ||||||
| 16 |
Revenues from continuing operations
Total Revenues from continuing operations are related to a service agreement entered in February 2024 between Helbiz Doo and 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 Service Agreement requires the Company to provide software development services for Everli.
During the three months ended March 31, 2025, and 2024, pursuant to the Agreement and related amendment, the Company recorded revenues for IT services amounting to $477 and $127, respectively.
Revenues from discontinued operations
Total Revenues from discontinued operations decreased by $105, or 24%, from $444 for the three months ended March 31, 2024, to $339 for the three months ended March 31, 2025. The amount recorded during the three months ended March 31, 2025 is fully related to a non-recurring event: the expiration and deletion of the US mobility wallets.
Cost of Revenues
The following table summarizes our Cost of Revenues for continuing and discontinued operations for the three months ended March 31, 2025, and 2024.
| Three months ended March 31, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| IT Developer Payroll | $ | 307 | $ | 151 | 103 | % | ||||||
| Depreciation | 15 | 15 | 0 | % | ||||||||
| Other Cost of revenues | 1 | 9 | (89 | )% | ||||||||
| Total - Cost of revenues from continuing operations | 323 | 175 | 85 | % | ||||||||
| Total - Cost of revenues from discontinued operations | 73 | 908 | (92 | )% | ||||||||
Cost of Revenues from continuing operations
Cost of Revenues from continuing operations increased by $148 or 85% from $175 for the three months ended March 31, 2024, to $323 for the three months ended March 31, 2025.
The increase is mainly related to the increase in IT Developer payroll expenses which increased by 156, or 103% as a result of the increase of the IT workforce. In detail, 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 $835, or 92%, from $908 for the three months ended March 31, 2024, to $73 for the three months ended March 31, 2025. The decrease is in line with the Company decision to exit these businesses.
| 17 |
General and Administrative
The following table summarizes our General and Administrative expenses for continuing and discontinued operations for the three months ended March 31, 2025, and 2024.
| Three months ended March 31, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| Professional services fees | $ | 211 | $ | 367 | (43 | )% | ||||||
| G&A Payroll | 52 | 499 | (90 | )% | ||||||||
| Software | 42 | 93 | (55 | )% | ||||||||
| Lease expenses for offices and corporate houses | 14 | 27 | (48 | )% | ||||||||
| Amortization, depreciation and loss on disposal | 9 | 19 | (53 | )% | ||||||||
| Other Corporate expenses | 24 | 225 | (89 | )% | ||||||||
| Total – General and administrative from continuing operations | $ | 352 | $ | 1,230 | (71 | )% | ||||||
| Total – General and administrative from discontinued operations | $ | 59 | $ | 299 | (80 | )% | ||||||
General and administrative expenses from continuing operations
General and Administrative expenses from continuing operations decreased by $878 or 71% from $1,230 for the three months ended March 31, 2024, to $352 for the three months ended March 31, 2025.
The decrease is mainly driven by the following reasons: a) reduction of professional services by $156 or 43%, highly impacted by the decrease of legal fees, b) decrease of workforce, including executives generating a decrease in G&A Payroll of $447, or 90%; c) reduction of Software expenses for $51, or 55%, several IT agreements were terminated, d) exit from lease agreements related to offices, not renewed, generating a decrease amounted to $13, or 48%, e) 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 $240 or 80% from $299 for the three months ended March 31, 2024, to $59 for the three months ended March 31, 2025. 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.
Total non-operating income (expense), net from continuing operations
| Three months ended March 31, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| Interest expense, net | $ | (179 | ) | $ | (806 | ) | (78 | )% | ||||
| Legal claims - accruals | — | (2,000 | ) | — | ||||||||
| Gain on extinguishment of financial debts | — | 728 | — | |||||||||
| SEPA financial expenses, net | — | (102 | ) | — | ||||||||
| Other income (expenses), net | (1 | ) | (1 | ) | 0 | % | ||||||
| Total non-operating income (expenses), net from continuing operations | $ | (180 | ) | $ | (2,181 | ) | (92 | )% | ||||
Non-operating income (expense), net, from continuing operations decreased by 92% or $2,001 from an expenses, net of $2,181 for the three months ended March 31, 2024, to $180 for the three months ended March 31, 2025. The decrease is mainly related to non-recurring items, recorded during the three months ended March 31, 2024 for: accruals related to litigations, gain on financials debts settled and SEPA expenses.
| 18 |
Interest expenses, net
Interest expenses decreased by $627, or 78%, from $806 for the three months ended March 31, 2024, to $179 for the three months ended March 31, 2025. Such decrease is mainly driven by the overall decrease of the Company’s financial liabilities recorded as continuing operations and the Related-party notes issued on an interest free basis.
Total non-operating income (expense), net from discontinued operations
| Three months ended March 31, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| Interest expense, net | $ | (139 | ) | $ | (58 | ) | 140 | % | ||||
| Gain (loss) on extinguishment of AP | 88 | — | — | |||||||||
| Other income (expenses), net | (7 | ) | (13 | ) | (46 | )% | ||||||
| Total non-operating income (expenses), net from discontinued operations | $ | (58 | ) | $ | (71 | ) | (18 | )% | ||||
Non-operating income (expense), net from discontinued operations, decreased by 18% or $13 from an expenses, net of $71 for the three months ended March 31, 2024, to $58 for the three months ended March 31, 2025. The decrease is mainly related to non-recurring items.
Interest expenses, net
Interest expenses increased by $81, or 140%, from $58 for the three months ended March 31, 2024, to $139 for the three months March 31, 2025. Such increase is mainly driven by the interest expenses related to the Advances from bank amounting to $109.
Gain (loss) on extinguishment of accounts payable
During the three months ended March 31, 2025, the Company recognized a gain related to the extinguishment of certain outstanding accounts payable, amounting to $88. The gain resulted from these extinguishments is mainly related to multiple settlements with vendors. 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.
Liquidity and Capital Resources
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 March 31, 2025, our principal sources of liquidity were cash and cash equivalents of $100.
On April 21, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to YA II PN, Ltd up to $25 million, of its shares of Common Stock at any time during the 36 months. To request a purchase, the Company submits an Advance Notice to YA specifying the number of shares, it intends to sell.
We plan to continue to fund our operations and expansion plan, 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. 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.
Indebtedness
The following table summarizes our indebtedness as of March 31, 2025.
| March 31, 2025 | ||||||||
| Continuing Operations | Discontinued Operations | |||||||
| Related-Party Secured Convertible loan, net* | 6,477 | — | ||||||
| Related-Party Promissory Note | 171 | — | ||||||
| Unsecured loans, net | 3,854 | 1,774 | ||||||
| Advances from bank | — | 12,316 | ||||||
| Other financial liabilities | 110 | — | ||||||
| Total Financial Liabilities, net | 10,612 | 14,090 | ||||||
| Of which classified as Current Financial Liabilities, net | 10,612 | 13,540 | ||||||
| Of which classified as Non-Current Financial Liabilities, net | — | 550 | ||||||
*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 4% or $851 from $23,851 for the year ended December 31, 2024, to $24,702 for the three months ended March 31, 2025. The increase is mainly explained by the interest expense recorded during the three months ended March 31, 2025.
As of March 31, 2025, the Company is in default for non-payment under the terms of the Secured Convertible loan, Promissory note 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.
| 19 |
Securities outstanding as of March 31, 2025
As of March 31, 2025, we had the following outstanding securities:
| March 31, 2025 | ||||
| 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 March 31, 2025, the Company’s charter authorized the issuance of up to 900,000,000 shares of 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 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 such Note Holder.
The Closing conditions had not been satisfied as of March 31, 2025.
Agreements between Helbiz Media and Everli S.p.A.
During the year ended December 31, 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement described above), entered into a Service Supply Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) 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 $7,919 (including VAT). During the three months ended March 31, 2025, Everli paid 1,515 Euro (approximately $1,639 using March 31, 2025, exchange rate) to Helbiz Media, recorded as Deferred Revenues – related party from discontinued operations.
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 $15,145 (including VAT) in two years from the signing date. As of March 31, 2025, 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 three months ended March 31, 2025.
Agreement between Helbiz Doo and Everli S.p.A.
During the year ended 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) requiring Helbiz Doo to provide software development services. During the three months ended March 31, 2025, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $435, of which $284 have been paid during the three months ended March 31, 2025. The Company recorded $326 and $127 as IT Services Revenues - Related Party for the three months ended March 31, 2025 and 2024, respectively.
| 20 |
Related-Party Promissory Notes
During the three months ended March 31, 2025, Palella Holdings LLC, which is qualified as a 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 $234, under the original Promissory Note with maturity date January 31, 2025, and on an interest free basis. Additionally, during the three months ended March 31, 2025, the Company repaid $291.
As a result of the above transactions, on March 31, 2025, the Company has $171 as outstanding principal. Considering the maturity date, January 31, 2025, the Company was in default for non-payment the principal under the terms of the Promissory Note.
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 condensed 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 March 31, 2025, and December 31, 2024, the Company concluded that no losses on litigation were probable and reasonable estimable.
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.
The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or possible; 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 condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our condensed 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.
| 21 |
Off-Balance Sheet Arrangements
The Company did not have, during the periods presented, and it does not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025. Based on such evaluation, due to a material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Material Weakness
Our management’s conclusion that our disclosure controls and procedures were ineffective was due to the identification of a material weakness in our internal control over financial reporting in connection with the preparation of our Financial Statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following material weakness in our internal control over financial reporting:
| · | We have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules to ensure the company's books and records are maintained in accordance with U.S. GAAP. |
| · | Due to the company's size and nature, segregation of all duties may not be possible and may not be economically feasible. |
Notwithstanding the identified material weakness, management believes that the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the periods presented in accordance with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we expect to make changes to our internal control over financial reporting in the future to remediate the material weakness identified above.
| 22 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in legal proceedings arising in the ordinary course of business, and we may continue to be involved in such legal proceedings.
During the year ended December 31, 2024, we were 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 us. 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 our condensed consolidated unaudited financial statements for the period ended March 31, 2025, 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 judgment remains outstanding as of the date hereof.
As of March 31, 2025, we concluded that no losses on litigations were probable and reasonable estimable.
Since our annual report on Form 10-K for the year ended December 31, 2024, we have not been named as a party to any additional legal proceedings, and there are no material updates to any previously disclosed legal proceedings.
Item 1A. Risk Factors
Although as a Smaller Reporting Company we are not required to provide this information, we refer you to the sections of our annual report on Form 10-K filed on April 15, 2025.
Item 2. 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 3. Defaults Upon Senior Securities
As noted under legal proceedings and financial liabilities, we have failed to make payments that were due on:
| • | an unsecured note issued on July 15, 2022. As a result, the Supreme Court of the State of New York issued a judgment against us for payment of $2.5 million in principal, interest and costs and disbursements; |
| • | a secured convertible loan due on December 8, 2024, for principal and interests amounted to $6.5 million as of March 31, 2025. The secured loan holder is a related party, Palella Holdings LLC (Company’s major shareholder); |
| • | an unsecured promissory note issued on an interest free basis and due on January 31, 2025, for principal amounted to $0.2 million as of March 31, 2025. The secured loan holder is a related party, Palella Holdings LLC (Company’s major shareholder); |
| • | an unsecured promissory note assumed from a business combination due on December 15, 2024, for principal amounted to $1.4 million as of March 31, 2025; and |
| • | long-term bank loans assumed from a business combination, for principal and interests amounted to $0.4 million as of March 31, 2025. |
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit | ||
| No. | Description | |
| 31.1* | Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1** | Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 23 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| micromobility.com, Inc. | ||
| Date: May 20, 2025 | By: | /s/ Gian Luca Spriano |
| Name: | Gian Luca Spriano | |
| Title: | Chief Executive Officer, Chief Financial Officer and Acting Principal Accounting Officer | |
| 24 |