0001079973-24-001584 | 10-Q | XBRL Viewer

Accrued expenses and other current liabilities

9 Months Ended

Sep. 30, 2024

Accrued expenses and other current liabilities

7. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following.


	September 30,		December 31,
	2024		2023
Payroll liabilities	$	3,224	$	3,144
Accrued expenses		312		411
VAT Payables		326		—
Operating lease liabilities		24		268
Total accrued expenses and other current liabilities from continuing operations	$	3,886	$	3,823
Total accrued expenses and other current liabilities from discontinued operations		455		2,210

Subsequent Events	9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events 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 that the Company issued to a third-party to an investor on July 15, 2022 in exchange for 2,000 Euro (approximately $2,229, using September 30, 2024 exchange rate) with 6.75% as interest on an annual basis. The Company is currently identifying and evaluating the alternative paths for facing the judgement.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

16. Subsequent Events

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 that the Company issued to a third-party to an investor on July 15, 2022 in exchange for 2,000 Euro (approximately $2,229, using September 30, 2024 exchange rate) with 6.75% as interest on an annual basis. The Company is currently identifying and evaluating the alternative paths for facing the judgement.

Standby Equity Purchase Agreements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Standby Equity Purchase Agreements
SEPAs transaction costs				$ (1,611)
Other SEPA financial income (expenses), net		(1,137)	(102)	(2,229)
Total SEPA financial income (expenses), net		$ (1,137)	$ (102)	$ (3,840)

Segment and geographic information (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 775	$ 1,225	$ 1,536	$ 7,256
ITALY
Revenue	324	1,169	560	7,066
SERBIA
Revenue	451		976
UNITED STATES
Revenue		$ 56		$ 190

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net loss	$ (1,095)	$ (63,249)
Net income (loss) from discontinued operations	5,441	(25,816)
Net loss from continuing operations	(6,536)	(37,433)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	535	1,571
Assets write-offs	85	1,675
Non-cash interest expenses and amortization of debt discount	2,549	1,590
Amortization of Right-of-use assets	236	1,177
Share-based compensation	175	345
Gain on extinguishment financial debts	(822)	(637)
Gain on extinguishment Account Payables	(806)
Other non-cash activities	2	(55)
Changes in operating assets and liabilities:
Accounts receivables	(49)	829
Prepaid and other assets	705	5,544
Accounts payables	(5,618)	1,891
Accrued expenses and other current liabilities	8,490	(1,259)
Other non-current liabilities	(33)	(225)
Net cash used in operating activities from continuing operations	(1,087)	(24,987)
Net cash used in operating activities from discontinued operations	(276)	(6,202)
Net cash used in operating activities	(1,363)	(31,189)
Investing activities
Purchase of property, equipment, and vehicle deposits	(5)	(217)
Purchase of intangible assets		(154)
Net cash used in investing activities from continuing operations	(5)	(371)
Net cash used in investing activities from discontinued operations	(60)	(633)
Net cash used in investing activities	(65)	(1,004)
Financing activities
Proceeds from issuance of financial liabilities	361	6,181
Repayment of financial liabilities	(1,541)	(21,125)
Proceeds from issuance of financial liabilities, due to related party - Officer	2,744
Repayment of financial liabilities, due to related party - Officer	(557)
Proceeds from sale of Class A common shares, net	564	46,164
Net cash provided by financing activities from continuing operations	1,571	31,220
Net cash provided by financing activities from discontinued operations	(15)	(96)
Net cash provided by financing activities	1,556	31,124
Increase (decrease) in cash and cash equivalents, and restricted cash	128	(1,069)
Effect of exchange rate changes	(130)	1,585
Net increase (decrease) in cash and cash equivalents, and restricted cash	(2)	516
Cash and cash equivalents and restricted cash at beginning of period - continuing operations	132	613
Cash and cash equivalents and restricted cash at beginning of period - discontinued operations	11	124
Cash and cash equivalents, and restricted cash, beginning of year	143	737
Cash and cash equivalents, and restricted cash, end of the period	141	1,253
Cash and cash equivalents	141	962
Restricted cash, included in Current and Other assets		291
Supplemental disclosure of cash flow information
Interest	149	2,919
Income taxes, net of refunds		48
Non-cash investing & financing activities from continuing operations
Issuance of common shares – for Conversion of Related-party Promissory Notes	611	1,296
Issuance of common shares – for conversion of financial liabilities	6
Lease agreements early termination	364
New Lease agreement	175
Issuance of common shares – for conversion of Series A Preferred Shares		945
Issuance of common shares - for Settlement of Payroll Liabilities		182
Issuance of warrants - for Settlement of Account payables		69
Issuance of common shares – for purchasing Intangible Assets		50
Non-cash investing & financing activities from discontinued operations
Derecognition of Wheels assets	78
Derecognition of Wheels liabilities	7,674
Lease agreements early termination	651	215
New Lease agreement		$ 849

Net Gain (Loss) Per Share - Dilutive outstanding shares

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Gain (Loss) Per Share - Dilutive outstanding shares

13. Net Gain (Loss) Per Share - Dilutive outstanding shares

The following potentially dilutive outstanding shares (considering a retroactive application of the reverse splits occurred during 2023) were excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2024, and 2023 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.

Schedule of dilutive outstanding shares
	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Equity Incentive Plan - Common Stock Purchase Option		1,050		1,052		1,050		1,052
Convertible Notes		5,048,255		32,586		5,048,255		32,586
Common Stocks to be issued outside equity incentive Plans		—		28,411		28,397		28,411
Common Stock Purchase Warrants		2,641		2,641		2,641		2,641
Total number of Common Shares not included in the EPS Basic and diluted		5,051,946		64,690		5,080,343		64,690

The Company included 28,397 Common Shares in the calculation of the diluted Earnings Per Shares for the three months ended September 30, 2024 mainly related to legal services rendered in previous periods.

Standby Equity Purchase Agreements (Details Narrative) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Standby Equity Purchase Agreements
Sale of stock shares \| shares	35,400,000
Gross proceeds \| $	$ 564

Share-based compensation expenses (Tables)

9 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

Schedule of stock-based compensation expenses


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Cost of revenue		—		(3	)		13		0
Research and development		—		7			—		31
Sales and marketing		—		6			8		31
SEPA financial expenses		—		—			—		186
General and administrative		67		(47	)		154		348
Total Share based compensation expenses, net		67		(37	)		175		596

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and contingencies

Commitments and Contingencies

10. 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 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 September 30, 2024, and December 31, 2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded as Accruals for legal contingencies, included in Legal contingencies; $4,290 and $3,978 (of which $1,711 were related to Wheels and classified as Liabilities from discontinued operations), respectively.

The following table summarizes the expenses included in General & Administrative expenses for additional contingency losses over litigations reasonably estimated and categorized as probable recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
General & administrative expenses for Legal contingencies related to continuing operations	$	10	$	—	$	2,051	$	32
General & administrative expenses for Legal contingencies related to discontinued operations		—		—		—		333

As of September 30, 2024, the Company is involved in claims with previous investors who claimed financial losses for breaching contractual obligations. In detail, during August 2022, the Company was named as a plaintiff in a lawsuit filed in in the Supreme Court of the State of New York, County of New York and brought by Greenvision Capital Holdings LLC for breach of contract of a registration rights agreement by and between the parties and a claim for civil conspiracy requesting a damage of $4,000. The Company’s successful motion to dismiss the civil conspiracy claim has since been adjudicated and the matter remains in discovery and a status conference with the judge in the matter is scheduled for December 2024. While settlement discussions have occurred, no terms have been agreed upon between the parties. The Company recorded $2,250 as Legal contingencies for this claim.

The range of loss for the Company’s legal contingencies accrued is between $0 to $7,120 which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage.

The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential loss is between 0 to $1,250.

LNPB Commitment

During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distribution of contents including live sport events to media partners and final viewers. In order to commercialize and broadcast media contents, the Company entered into non-cancellable Content licensing and Service agreements with multiple partners such as LNPB. In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB contents. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5,392, divided in three payments on or prior November 30, 2024, half of the amount has been paid in March 2024 and another $1,100 have been paid in September 2024. As a result of the early termination of LNPB agreements, Helbiz Media significantly reduced its operations. Company’s condensed consolidated balance sheet as of September 30, 2024 includes the full amount requested by LNPB minus the amount paid, the potential gain will be reflected only when the final payment will be made in line with the Settlement Agreement.

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total Revenue	$ 775	$ 1,225	$ 1,536	$ 7,256
Continuing Operations [Member]
Total Revenue	775	1,225	1,536	7,256
Discontinued Operations [Member]
Total Revenue	1	329	596	1,712
European Mobility Revenues Third Parties [Member]
Total Revenue	317	918	534	2,807
Media Revenues Third Parties [Member]
Total Revenue	7	241	26	3,849
Other Revenues Third Parties [Member]
Total Revenue		66	2	600
Other Revenues Related Party [Member]
Total Revenue	$ 451		$ 975

- Definition

+ References

+ Details

Property, equipment and vehicle deposits, net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, equipment and vehicle deposits, net

6. Property, equipment and vehicle deposits, net

Property, equipment and vehicle deposits, net consist of the following:


	September 30,			December 31,
	2024			2023
Sharing electric vehicles	$	7,448		$	7,381
Furniture, fixtures, and equipment		969			1,329
Computers and software		1,075			1,069
Leasehold improvements		142			727
Total property and equipment, gross		9,634			10,505
Less: accumulated depreciation		(9,286	)		(9,550	)
Total property and equipment, net from continuing operations	$	348		$	955
Total property and equipment, net from discontinued operations	$	0		$	1,480

The following table summarizes the loss on disposal and depreciation expenses recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	23	$	309	$	133	$	2,783
Research & Development		—		15		—		44
General & administrative		321		96		487		302
Total depreciation and loss on disposal expenses related to assets recorded for continuing operations	$	344	$	420	$	620	$	3,129

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Minimum [Member]
Loss Contingencies [Line Items]
Loss of legal contingencies accrued amount	$ 0
Potential loss	0
Maximum [Member]
Loss Contingencies [Line Items]
Loss of legal contingencies accrued amount	7,120
Potential loss	1,250
Wheels [Member]
Loss Contingencies [Line Items]
Legal contingencies	2,250
Other Current Liabilities [Member]
Loss Contingencies [Line Items]
Legal Fees	$ 4,290	$ 3,978

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Current and Non-current financial liabilities, net (Tables)

9 Months Ended

Sep. 30, 2024

Current And Non-current Financial Liabilities Net

Schedule of financial liabilities

Schedule of financial liabilities
	Weighted Average Interest Rate			Maturity Date		September 30, 2024		December 31, 2023
Secured Convertible loan, net		9	%		2024		3,488		3,764
Convertible debts, net		5	%		2024		5,785		3,217
Unsecured loans, net		2	%		Various		6,089		7,715
Related-Party Promissory Note		0	%		2025		1,481		—
Other financial liabilities		N/A			Various		130		86
Total Financial Liabilities, net							16,973		14,784
Of which classified as Current Financial Liabilities, net							15,926		13,075
Of which classified as Non-Current Financial Liabilities, net							1,047		1,709

Schedule of interest expense

Schedule of interest expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Convertible debts	$	132	$	383	$	392	$	2,359
Secured Convertible loan		682		—		2,021		—
Secured loan		—		536		—		1,675
Unsecured loans		37		147		136		588
Other interest (income) expenses		1		1		7		9
Total Interest expenses, net	$	852	$	1,067	$	2,556	$	4,631

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2024

Revenue Recognition

Schedule of revenue recognition

Schedule of revenue recognition
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
European Mobility Revenues - Third Parties	$	317	$	918	$	534	$	2,807
Media Revenues - Third Parties		7		241		26		3,849
Other Revenues – Third Parties		—		66		2		600
Other Revenues – Related Party		451		—		975		—
Total Revenues from continuing operations	$	775	$	1,225	$	1,536	$	7,256
Total Revenues from discontinued operations		1		329		596		1,712

Schedule of deferred revenue

Schedule of deferred revenue
Deferred Income from continuing operations	January 30, 2024		FX Rate adj		Additions		2024 Revenue			Sept 30, 2024

Mobility in Europe – Third Parties		793		8		543		(534	)		810
Media – Third Parties		—		—		26		(26	)		—
Marketing Consulting Services – Related Party		—		124		5,416		—			5,540
Other – Third Parties		—		—		2		(2	)		—
Other – Related Party		—		6		1,062		(975	)		93
Total		793	$	138	$	7,049	$	(1,536	)	$	6,443

Description of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Description of Business and Basis of Presentation

1. Description of Business and Basis of Presentation

Description of Business

micromobility.com, Inc. (formerly known as Helbiz, Inc., and, 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. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.

Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, the Company offers an intra-urban transportation solution that allows users to instantly rent electric vehicles.

The Company currently has electric vehicles operating in Europe.

The Company also provides software development services and services for preparing a related party for an initial public offering.

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 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, 2023, 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, 2023, 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.

Property, equipment and vehicle deposits, net (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Continuing Operations [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Total depreciation and loss on disposal expenses	$ 344	$ 420	$ 620	$ 3,129
Cost of Sales [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Total depreciation and loss on disposal expenses	23	309	133	2,783
Research and Development Expense [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Total depreciation and loss on disposal expenses		15		44
General and Administrative Expense [Member]
Impaired Assets to be Disposed of by Method Other than Sale [Line Items]
Total depreciation and loss on disposal expenses	$ 321	$ 96	$ 487	$ 302

Segment and geographic information (Details 2) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Revenue	$ 760	$ 1,695
ITALY
Revenue	535	1,273
UNITED STATES
Revenue	161	335
All Other Countries [Member]
Revenue	$ 63	$ 87

Net Gain (Loss) Per Share - Dilutive outstanding shares (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of dilutive outstanding shares

Schedule of dilutive outstanding shares
	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Equity Incentive Plan - Common Stock Purchase Option		1,050		1,052		1,050		1,052
Convertible Notes		5,048,255		32,586		5,048,255		32,586
Common Stocks to be issued outside equity incentive Plans		—		28,411		28,397		28,411
Common Stock Purchase Warrants		2,641		2,641		2,641		2,641
Total number of Common Shares not included in the EPS Basic and diluted		5,051,946		64,690		5,080,343		64,690

Revenue Recognition (Details 1) $ in Thousands	9 Months Ended
Revenue Recognition (Details 1) $ in Thousands	Sep. 30, 2024 USD ($)
Beginning Balance	$ 793
Deferred revenue fx rate adjustment	138
Deferred revenue additions	7,049
Revenues	(1,536)
Ending Balance	6,443
European Mobility Revenues Third Parties [Member]
Beginning Balance	793
Deferred revenue fx rate adjustment	8
Deferred revenue additions	543
Revenues	(534)
Ending Balance	810
Media Revenues Third Parties [Member]
Beginning Balance
Deferred revenue fx rate adjustment
Deferred revenue additions	26
Revenues	(26)
Ending Balance
Marketing Consulting Services Related Party [Member]
Beginning Balance
Deferred revenue fx rate adjustment	124
Deferred revenue additions	5,416
Revenues
Ending Balance	5,540
Other Revenues Third Parties [Member]
Beginning Balance
Deferred revenue fx rate adjustment
Deferred revenue additions	2
Revenues	(2)
Ending Balance
Other Revenues Related Party [Member]
Beginning Balance
Deferred revenue fx rate adjustment	6
Deferred revenue additions	1,062
Revenues	(975)
Ending Balance	$ 93

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Name Accounting Standards Codification
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-Paragraph 32
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Property, equipment and vehicle deposits, net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property plant and equipment


	September 30,			December 31,
	2024			2023
Sharing electric vehicles	$	7,448		$	7,381
Furniture, fixtures, and equipment		969			1,329
Computers and software		1,075			1,069
Leasehold improvements		142			727
Total property and equipment, gross		9,634			10,505
Less: accumulated depreciation		(9,286	)		(9,550	)
Total property and equipment, net from continuing operations	$	348		$	955
Total property and equipment, net from discontinued operations	$	0		$	1,480

Schedule of consolidated income statement


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	23	$	309	$	133	$	2,783
Research & Development		—		15		—		44
General & administrative		321		96		487		302
Total depreciation and loss on disposal expenses related to assets recorded for continuing operations	$	344	$	420	$	620	$	3,129

Discontinued Operations – US mobility business

9 Months Ended

Sep. 30, 2024

Discontinued Operations Us Mobility Business

Discontinued Operations – US mobility business

4. Discontinued Operations – US mobility business

During the three months ended September 30, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected and the Company’s strategy to reduce the operating cash burn. On August 19, 2024 (“Sale date”), following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). Wheels assets, liabilities and results of operations represented a material portion of the mobility business in the United States.

In connection with the suspension of the mobility business in the United States and the sale of Wheels assets, the Company concluded that the assets, liabilities and results of operations of the Mobility business in the United States 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 business in the United States of America as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.

The following table presents the assets and liabilities of mobility business in the United States of America, classified as Discontinued Operations:

Schedule of discontinued operations
	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	11
Accounts receivables		0		28
Prepaid and other current assets		78		99
Total current assets		78		139
Property, equipment and deposits, net		—		1,480
Right of use assets		—		651
Other assets		66		178
TOTAL ASSETS	$	144	$	2,448

LIABILITIES
Current liabilities:
Accounts payable	$	1,458	$	4,561
Accrued expenses and other current liabilities		455		2,210
Legal contingencies		—		1,711
Deferred revenues		339		765
Short term financial liabilities, net		—		453
Total current Liabilities		2,251		9,700
Non-current financial liabilities, net		—		133
Operating lease liabilities		—		506
TOTAL LIABILITIES		2,251		10,339

The following table presents the results of operations for the three and nine months ended September 30, 2024 and 2023 for the mobility business in the United States of America, classified as Discontinued Operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues	$	1		$	329		$	596		$	1,712
Operating expenses:
Cost of revenues		81			1,940			1,187			8,965
General and administrative		24			3			163			343
Sales and marketing		8			407			549			1,567
Impairment of Goodwill and Intangible Assets		—			—			—			16,444
Write-off leasehold improvements		937			—			937			—
Total operating expenses		1,050			2,350			2,836			27,320

Loss from discontinued operations		(1,049	)		(2,021	)		(2,240	)		(25,608	)

Loss from extinguishment of finance lease		—			—			—			(206	)
Interest expenses on finance lease		—			—			—			(2	)
Other income		85			—			85			—
Gain from Wheels sales		7,596			—			7,596			—
Net income (loss) from discontinued operations		6,632			(2,021	)		5,441			(25,816	)

Amortization, Depreciation, Write-offs and Impairment from discontinued operations

The following table summarizes the write-offs, depreciation, amortization and impairment related to discontinued operations recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization and Depreciation recorded as Cost of revenues	$	1	$	665	$	435	$	3,046
Write-offs of vehicle deposits recorded as Cost of revenues		—		—		—		1,390
Write-off leasehold improvements		937		—		937		—
Impairment of Goodwill		—		—		—		13,826
Impairment of Intangible Assets		—		—		—		2,618
Amortization and Depreciation recorded as General & administrative		24		3		163		10
Total impairments, write-offs, amortization and depreciation expenses related to assets recorded as discontinued operations	$	962	$	668	$	1,535	$	20,890

2024 Write-off leasehold improvements

During the nine months ended September 30, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority of the lease agreements related to warehouse facilities, including the retail store.

In August 2024, the Company entered into a lease assignment agreement with a related party, for the early exit of the New York store. As a result of the aforementioned agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which is an entity fully-owned by the Company’s Chief Executive Officer. The Company recorded as Other income from discontinued operations a gain of $85 from the early termination of the New York store lease; generated by the derecognition of the Right of Use of Asset, Security deposit and Operating lease liabilities. Additionally, the Company recorded $937 as Write-off leasehold improvements from discontinued operations for the derecognition of leasehold improvements related to the New York store. For more detail regarding the new tenant refer to paragraph Related party

2023 Impairments and write-offs

During the nine months ended September 30, 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying values. The decline in the Company’s market capitalization was the main impairment indicator. The Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the net carrying value of Goodwill related to Wheels Lab Inc. business combination amounted to $13,826 and Intangible assets of $2,618 related to United States Mobility operations, which are included within Impairment of assets in the condensed consolidated statements of operations.

During the nine months ended September 30, 2023, the Company recorded $1,390 as Cost of Revenues for the write-off of vehicle deposit. In detail, the Company early terminated a supply agreement with an E-scooter manufacturer for vehicles that were expected to be deployed in the United States of America and fully lost the deposits paid in prior period.

Sales of Wheels

On August 19, 2024 (“Sale date”), the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). The transaction price of the sale is represented by the Wheels liabilities assumed by the Buyer, there was no cash consideration or variable consideration in the sales agreement. Wheels was an entity operating in the mobility business environment with electric vehicles in the United States; as a result Wheels assets, liabilities and result of operations (including the gain from the sale) are included in the discontinued operations for the period presented.

The following table summarizes the assets sold and liabilities assumed by the Buyer, at the Sale Date, August 19, 2024, which have been derecognized from the Company’s financial statement.


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

The gain generated by the sale transaction is primarily attributable to the fully amortized electric vehicles and the fully impaired intangible assets (such as patents) owned by Wheels.

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of operating lease-related assets and liabilities from continuing operations


Operating leases from continuing operations		September 30, 2024	December 31, 2023
Assets
Right-of-use Assets under operating leases	$	170	529

Liabilities
Current Operating leases liabilities – recorded as Accrued expenses and other current liabilities	$	24	268
Non-current Operating leases liabilities		146	355
Total Operating lease liabilities	$	170	623

Schedule of operating lease liabilities

Schedule of operating lease liabilities
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	9	$	100	$	53	$	325
General and administrative		36		231		111	$	787
Total Operating lease expenses from continuing operations	$	45	$	331	$	164	$	1,112

Schedule of future minimum lease payments


*Year ending December 31,*	Operating Leases
2024	$	20
2025		—
2026		—
Thereafter		—
Total minimum lease payments	$	20

Current and Non-current financial liabilities, net (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended		9 Months Ended
	Dec. 08, 2023	Nov. 13, 2023	Jul. 15, 2022	Mar. 26, 2024	Dec. 28, 2023	Sep. 30, 2024
Debt Instrument [Line Items]
Unsecured loans description						Unsecured loans amounting to $6,089 as of September 30, 2024, is composed of multiple loans: a) 2022 unsecured note for $2,454, b) Unsecured debts assumed from previous business combination for $1,400, c) $1,862 of a long-term bank loan obtained in 2020 through one of the Company’s wholly-owned Italian subsidiaries, and d) a $372 long-term bank loans of which $159 is overdue; these loans are inherited from the business combination with MiMoto.
Investor [Member]
Debt Instrument [Line Items]
Principal amount			$ 2,229
Interest rate			6.75%
Oustanding principal						$ 2,454
Secured Convertible Loan [Member]
Debt Instrument [Line Items]
Principal amount	$ 5,750
Discount percentage	37.50%
Maturity date	Dec. 08, 2024
Interest rate	9.25%
Conversion price	$ 1.25
Oustanding principal						6,191
Debt discount						$ 406
Convertible Debt [Member]
Debt Instrument [Line Items]
Principal amount		$ 4,000
Discount percentage		15.00%				5.00%
Maturity date		Dec. 31, 2024
Interest rate		15.00%
Conversion price		$ 37.50
Oustanding principal						$ 3,586
Debt discount						99
Periodic payments						122
Wheels Unsecured Debts [Member]
Debt Instrument [Line Items]
Conversion of amount					$ 734
Conversion of shares					928,942
Number of shares issued				928,942
Gain on issuance of shares				$ 728
Related Party Promissory Notes [Member] \| Palella Holdings LLC [Member]
Debt Instrument [Line Items]
Proceeds from related-party promissory notes						$ 2,744
Repayments to related-party promissory notes, description						Company repaid $557 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.
Gain on conversionof debt						$ 94
Debt Instrument, Fee Amount						$ 1,481

Segment and geographic information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total Revenue	$ 775	$ 1,225	$ 1,536	$ 7,256
Total Cost of revenue	(484)	(1,314)	(1,437)	(17,878)
General and administrative	(867)	(4,811)	(5,466)	(15,942)
Sales and marketing	(8)	(120)	(53)	(1,123)
Research and development		(480)		(2,089)
Loss from operations	(584)	(5,499)	(5,420)	(29,775)
Mobility In Europe [Member]
Total Revenue	317	918	534	2,807
Total Cost of revenue	(133)	(717)	(485)	(5,520)
Media [Member]
Total Revenue	7	241	26	3,849
Total Cost of revenue	(51)	(96)	(52)	(10,002)
All Other [Member]
Total Revenue	451	65	977	600
Total Cost of revenue	$ (300)	$ (501)	$ (900)	$ (2,356)

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

Segment and geographic information

9 Months Ended

Sep. 30, 2024

Segment And Geographic Information

Segment and geographic information

14. Segment and geographic information

The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from continuing operations.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues
Mobility in Europe		317			918			534			2,807
Media		7			241			26			3,849
All Other		451			65			977			600
Total Revenues	$	775		$	1,225		$	1,536		$	7,256

Cost of revenues
Mobility in Europe		(133	)		(717	)		(485	)		(5,520	)
Media		(51	)		(96	)		(52	)		(10,002	)
All Other		(300	)		(501	)		(900	)		(2,356	)
Total Cost of revenues	$	(484	)	$	(1,314	)	$	(1,437	)	$	(17,878	)

Reconciling Items:
General and administrative		(867	)		(4,811	)		(5,466	)		(15,942	)
Sales and marketing		(8	)		(120	)		(53	)		(1,123	)
Research and development		—			(480	)		—			(2,089	)
Loss from continuing operations	$	(584	)	$	(5,499	)	$	(5,420	)	$	(29,775	)

Revenue by geography is based on where a trip was completed, or media content occurred, or where a product was developed. The following table set forth revenue by geographic area for the three and nine months ended September 30, 2024, and 2023.

Schedule of revenue by geography
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Italy		324		1,169		560		7,066
Serbia		451		—		976		—
United States		—		56		—		190
Total Revenues from continuing operations	$	775	$	1,225	$	1,536	$	7,256

Long-lived assets, net includes property and equipment, intangible assets, goodwill and other assets. The following table set forth long-lived assets, net by geographic area as of September 30, 2024, and December 31, 2023.


	September 30,		December 31,
Non-Current Assets	2024		2023
Italy	$	535	$	1,273
United States		161		335
All other countries		63		87
Total Non-Current Assets from continuing operations	$	760	$	1,695

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	92,214,637	8,856,230
Common stock, shares outstanding	92,214,637	8,856,230

Leases (Details 2) - Operating Lease [Member] $ in Thousands	Sep. 30, 2024 USD ($)
2024	$ 20
2025
2026
Thereafter
Total minimum lease payments	$ 20

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 775	$ 1,225	$ 1,536	$ 7,256
Operating expenses:
Cost of revenue	484	1,314	1,437	17,878
General and administrative	867	4,811	5,466	15,942
Sales and marketing	8	120	53	1,123
Research and development		480		2,089
Total operating expenses	1,359	6,724	6,956	37,031
Loss from operations	(584)	(5,499)	(5,420)	(29,775)
Non-operating income (expenses), net
Interest expense, net	(852)	(1,067)	(2,556)	(4,631)
Gain on extinguishment of financial debts			822	637
SEPA financial income (expenses), net		(1,137)	(102)	(3,840)
Other income (expenses), net	(222)	258	720	224
Total non-operating income (expenses), net	(1,074)	(1,946)	(1,116)	(7,610)
Income Taxes		(10)		(48)
Net loss from continuing operations	(1,658)	(7,456)	(6,536)	(37,433)
Net income (loss) from discontinued operations	6,632	(2,021)	5,441	(25,816)
Net income (loss)	$ 4,974	$ (9,477)	$ (1,095)	$ (63,249)
Basic Earnings Per Common Share
Net income (loss) from continuing operations per share attributable to common stockholders, basic	$ (0.02)	$ (7.02)	$ (0.11)	$ (89.36)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic	0.07	(1.90)	0.09	(61.63)
Net income (loss) per share attributable to common stockholders, basic	$ 0.05	$ (8.92)	$ (0.02)	$ (150.99)
Weighted-average number of shares outstanding used to compute net income or loss per share, basic	92,214,659	1,062,639	59,902,969	418,888
Diluted Earnings Per Common Share
Net income (loss) from continuing operations per share attributable to common stockholders, diluted	$ (0.02)	$ (7.02)	$ (0.11)	$ (89.86)
Net income (loss) from discontinued operations per share attributable to common stockholders, diluted	0.07	(1.90)	0.09	(61.13)
Net income (loss) per share attributable to common stockholders, diluted	$ 0.05	$ (8.92)	$ (0.02)	$ (150.99)
Weighted-average number of shares outstanding used to compute net income or loss per share, diluted	92,243,056	1,062,639	59,902,969	418,888
Net income (loss)	$ 4,974	$ (9,477)	$ (1,095)	$ (63,249)
Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments	(737)	908	(143)	1,659
Net income (loss) and comprehensive income	$ 4,237	$ (8,569)	$ (1,238)	$ (61,590)

Current and Non-current financial liabilities, net (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Current And Non-current Financial Liabilities Net
Convertible debts	$ 132	$ 383	$ 392	$ 2,359
Secured Convertible loan	682		2,021
Secured loan		536		1,675
Unsecured loans	37	147	136	588
Other interest (income) expenses	1	1	7	9
Total Interest expenses, net	$ 852	$ 1,067	$ 2,556	$ 4,631

- Definition

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References + Details

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and contingencies

Schedule of general and administrative expenses


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
General & administrative expenses for Legal contingencies related to continuing operations	$	10	$	—	$	2,051	$	32
General & administrative expenses for Legal contingencies related to discontinued operations		—		—		—		333

Subsequent Events (Details Narrative) - Subsequent Event [Member] - Unsecured Note [Member] $ in Thousands	1 Months Ended
	Oct. 30, 2024 USD ($)
Subsequent Event [Line Items]
Unsecured note	$ 2,229
Interest rate	6.75%

Discontinued Operations - US mobility business (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Current assets:
Cash and cash equivalents						$ 11
Accounts receivables		0		0		28
Prepaid and other current assets		78		78		99
Total current assets		78		78		139
Property, equipment and deposits, net						1,480
Right of use assets						651
Other assets		66		66		178
TOTAL ASSETS		144		144		2,448
Current liabilities:
Accounts payable		1,458		1,458		4,561
Accrued expenses and other current liabilities		455		455		2,210
Legal contingencies						1,711
Deferred revenues		339		339		765
Short term financial liabilities, net						453
Total current Liabilities		2,251		2,251		9,700
Non-current financial liabilities, net						133
Operating lease liabilities						506
TOTAL LIABILITIES		2,251		2,251		$ 10,339
Revenues		1	$ 329	596	$ 1,712
Operating expenses:
Cost of revenues		81	1,940	1,187	8,965
General and administrative		24	3	163	343
Sales and marketing		8	407	549	1,567
Impairment of Goodwill and Intangible Assets					16,444
Write-off leasehold improvements		937		937
Total operating expenses		1,050	2,350	2,836	27,320
Loss from discontinued operations		(1,049)	(2,021)	(2,240)	(25,608)
Loss from extinguishment of finance lease					(206)
Interest expenses on finance lease					(2)
Other income	$ 85	85		85
Gain from Wheels sales		7,596		7,596
Net income (loss) from discontinued operations		$ 6,632	$ (2,021)	$ 5,441	$ (25,816)

Leases (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases (Details 1) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cost of revenues	$ 484	$ 1,314	$ 1,437	$ 17,878
General and administrative	867	4,811	5,466	15,942
Total Operating lease expenses from continuing operations	1,359	6,724	6,956	37,031
Operating Leases [Member]
Cost of revenues	9	100	53	325
General and administrative	36	231	111	787
Total Operating lease expenses from continuing operations	$ 45	$ 331	$ 164	$ 1,112

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

+ References

+ Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 19, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39136
Entity Registrant Name	micromobility.com, Inc
Entity Central Index Key	0001788841
Entity Tax Identification Number	84-3015108
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 Broome St.
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	917
Local Phone Number	675-7157
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		92,214,637

Share-based compensation expenses

9 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

Share-based compensation expenses

12. Share-based compensation expenses

Stock-based compensation expense is allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, for third-party consultants. The following table summarizes total stock-based compensation expense by account for the three and nine months ended September 30, 2024, and 2023.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Cost of revenue		—		(3	)		13		0
Research and development		—		7			—		31
Sales and marketing		—		6			8		31
SEPA financial expenses		—		—			—		186
General and administrative		67		(47	)		154		348
Total Share based compensation expenses, net		67		(37	)		175		596

Current and Non-current financial liabilities, net

9 Months Ended

Sep. 30, 2024

Current And Non-current Financial Liabilities Net

Current and Non-current financial liabilities, net

8. Current and Non-current financial liabilities, net

The Company's Financial liabilities consisted of the following.

Schedule of financial liabilities
	Weighted Average Interest Rate			Maturity Date		September 30, 2024		December 31, 2023
Secured Convertible loan, net		9	%		2024		3,488		3,764
Convertible debts, net		5	%		2024		5,785		3,217
Unsecured loans, net		2	%		Various		6,089		7,715
Related-Party Promissory Note		0	%		2025		1,481		—
Other financial liabilities		N/A			Various		130		86
Total Financial Liabilities, net							16,973		14,784
Of which classified as Current Financial Liabilities, net							15,926		13,075
Of which classified as Non-Current Financial Liabilities, net							1,047		1,709

The table below shows the amounts recorded as Interest expense, net on the statements of operations for the three and nine months ended on September 30, 2024, and September 30, 2023.

Schedule of interest expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Convertible debts	$	132	$	383	$	392	$	2,359
Secured Convertible loan		682		—		2,021		—
Secured loan		—		536		—		1,675
Unsecured loans		37		147		136		588
Other interest (income) expenses		1		1		7		9
Total Interest expenses, net	$	852	$	1,067	$	2,556	$	4,631

Secured convertible loan

On December 8, 2023, the Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount of $5,750, with 37.5% issuance discount, December 8, 2024, as maturity date, 9.25% as annum interest rate and 13.25% as annum default interest rate.

The secured loan shall be convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined as $1.25.

As of September 30, 2024, the Company has $6,191 outstanding as principal and accumulated interests, partially offset by $406 of debt discount.

Convertible debt

On November 13, 2023, the Company issued a Convertible note to YA II PN, Ltd. (the “Note holder”). The convertible note has a principal amount of $4,000, with 15% issuance discount, 5% as annum interest rate, 15% as annum default interest rate and March 31, 2024, as maturity date. During 2024, the Company and the Note holder amended the original maturity date from March 31, 2024, to December 31, 2024.

The debt shall be convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined as $37.50.

During the nine months ended September 30, 2024, the Company partially repaid in cash for a cumulative payment of $122 (of which $116 was principal, and $6 was payment premium).

As a result of the above repayments, on September 30, 2024, the Company has $3,586 as outstanding principal and accumulated interest, partially offset by $99 of debt issuance discount.

Unsecured loans

Unsecured loans amounting to $6,089 as of September 30, 2024, is composed of multiple loans: a) 2022 unsecured note for $2,454, b) Unsecured debts assumed from previous business combination for $1,400, c) $1,862 of a long-term bank loan obtained in 2020 through one of the Company’s wholly-owned Italian subsidiaries, and d) a $372 long-term bank loans of which $159 is overdue; these loans are inherited from the business combination with MiMoto.

2022 unsecured note

On July 15, 2022, the Company issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $2,229, using September 30, 2024 exchange rate) with 6.75% as interest on an annual basis. In March 2024, the Company entered into a Settlement Agreement with the Note holder pursuant to which the Company’s obligations under the original agreements, amounting to $2,454 (2,202 Euro), would be satisfied in exchange of a payment of $1,102 (995 Euro), to be paid by June 30, 2024. As of September 30, 2024, the Company was in default for non-payment under the terms of the Settlement Agreement, refer to Subsequent Event paragraph for further information regarding this note.

As a result on September 30, 2024, the Company has $2,454 as outstanding principal and accumulated interest recorded as Short-term financial liabilities.

Unsecured debts – assumed from previous business combination

On December 28, 2023, the Company entered into a second Loan Amendment which restructured the loan with the following terms and conditions:

•

$1,400 of the amount outstanding to be paid in cash on the earliest of: a) December 15, 2024, b) the date the Company will receive gross cash proceeds of at least $3 million from the offer and sale of any combination of Company’s equity securities or debt securities in a single transaction, or c) the date the Company will receive aggregate gross cash proceeds of at least $6 million from the offer and sale of any combination of Company’s equity securities or debt securities over the course of any series of transactions commencing from December 28, 2023. The interest shall cease to accrue from the amendment date; and

•

$734 of the amount outstanding converted into 928,942 shares of Class A Common Stock.

The Company issued the 928,942 shares of Class A Common Stock on March 26, 2024, recording a gain amounted to $728 for the reduction of the Company’s share price from the Amendment date to the issuance date.

Related-Party Promissory Notes

During the nine months ended September 30, 2024, Palella Holdings LLC, an entity in which the Company’s CEO is the sole shareholder, provided to the Company $2,744, on an interest free basis with maturity date January 31, 2025. During the nine months ended September 30, 2024, the Company repaid $557 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.

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

As a result of the above repayment and conversion, on September 30, 2024, the Company has $1,481 as outstanding principal.

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

15. Related Party Transactions

Agreements with Everli S.p.A.

In the first quarter of 2024, the Company entered into two business agreements with Everli S.p.A. which is a related party as the Company’s President and Chief Executive Officer has a majority equity interest in Everli S.p.A.

Helbiz Media, an Italian subsidiary of micromobility.com, entered into a Service Supply Agreement with 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 $8,052 (including VAT). Under the mentioned agreement during the nine months ended September 30, 2024, the Company issued invoices (including VAT) amounting to $6,814 of which $1,527 have been paid, for services to be rendered in the next six months. No Revenues have been recorded during the nine months ended September 30, 2024, for this Service Supply Agreement.

Helbiz Serbia, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. requiring Helbiz Serbia to provide software development services and services for preparing Everli S.p.A. for an initial public offering. During the nine months ended September 30, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,065 of which $935 have been paid, for services rendered during the period in line with the Agreement. The Company recorded $451 and $975 as Other Revenues- Related Party for the three and nine months ended September 30, 2024, respectively.

Related-Party Promissory Notes

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

As a result of the above repayment and conversion, on September 30, 2024, the Company has $1,481 as outstanding principal.

Lease Assignment agreement

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

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Share-based compensation expenses (Details) - Equity Incentive Plan [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share based compensation expenses, net	$ 67	$ (37)	$ 175	$ 596
Cost of Sales [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share based compensation expenses, net		(3)	13	0
Research and Development Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share based compensation expenses, net		7		31
Selling and Marketing Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share based compensation expenses, net		6	8	31
Sepa Financial Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share based compensation expenses, net				186
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total Share based compensation expenses, net	$ 67	$ (47)	$ 154	$ 348

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
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-Subparagraph (e)(2)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Topic 718
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (f)(2)(iv)
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ 4,974	$ (9,477)	$ (1,095)	$ (63,249)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1A
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section S99
-Paragraph 1B
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Right-of-use Assets under operating leases	$ 170	$ 529
Liabilities
Current Operating leases liabilities – recorded as Accrued expenses and other current liabilities	24	268
Non-current Operating leases liabilities	146	355
Total Operating lease liabilities	$ 170	$ 623

Net Gain (Loss) Per Share - Dilutive outstanding shares (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	5,051,946	64,690	5,080,343	64,690
Equity Incentive Plan Common Stock Purchase Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	1,050	1,052	1,050	1,052
Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	5,048,255	32,586	5,048,255	32,586
Common Stocks To Be Issued Outside Equity Incentive Plans [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares		28,411	28,397	28,411
Common Stock Purchase Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	2,641	2,641	2,641	2,641

Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payroll liabilities	$ 3,224	$ 3,144
Accrued expenses	312	411
VAT Payables	326
Operating lease liabilities	24	268
Total accrued expenses and other current liabilities	3,886	3,823
Continuing Operations [Member]
Total accrued expenses and other current liabilities	3,886	3,823
Discontinued Operations [Member]
Total accrued expenses and other current liabilities	$ 455	$ 2,210

Segment and geographic information (Tables)

9 Months Ended

Sep. 30, 2024

Segment And Geographic Information

Schedule of segment revenue and cost of revenue


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues
Mobility in Europe		317			918			534			2,807
Media		7			241			26			3,849
All Other		451			65			977			600
Total Revenues	$	775		$	1,225		$	1,536		$	7,256

Cost of revenues
Mobility in Europe		(133	)		(717	)		(485	)		(5,520	)
Media		(51	)		(96	)		(52	)		(10,002	)
All Other		(300	)		(501	)		(900	)		(2,356	)
Total Cost of revenues	$	(484	)	$	(1,314	)	$	(1,437	)	$	(17,878	)

Reconciling Items:
General and administrative		(867	)		(4,811	)		(5,466	)		(15,942	)
Sales and marketing		(8	)		(120	)		(53	)		(1,123	)
Research and development		—			(480	)		—			(2,089	)
Loss from continuing operations	$	(584	)	$	(5,499	)	$	(5,420	)	$	(29,775	)

Schedule of revenue by geography

Schedule of revenue by geography
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Italy		324		1,169		560		7,066
Serbia		451		—		976		—
United States		—		56		—		190
Total Revenues from continuing operations	$	775	$	1,225	$	1,536	$	7,256

Schedule of intangible assets, goodwill and other assets


	September 30,		December 31,
Non-Current Assets	2024		2023
Italy	$	535	$	1,273
United States		161		335
All other countries		63		87
Total Non-Current Assets from continuing operations	$	760	$	1,695

Standby Equity Purchase Agreements (Tables)

9 Months Ended

Sep. 30, 2024

Standby Equity Purchase Agreements

Schedule of condensed consolidated statement of operations related to 2023 SEPAs


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
SEPAs transaction costs	$	—	$	—		$	—		$	(1,611	)
Other SEPA financial income (expenses), net	$	—	$	(1,137	)	$	(102	)	$	(2,229	)
Total SEPA financial income (expenses), net	$	—	$	(1,137	)	$	(102	)	$	(3,840	)

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 141	$ 117
Accounts receivables	592	676
Accounts receivables - Related Party	134
VAT receivables		928
Prepaid and other current assets	793	1,169
Current assets of discontinued operations	78	139
Total current assets	1,738	3,028
Property, equipment and deposits, net	348	955
Right of use assets	170	529
Other assets	242	211
Non-current assets of discontinued operations	66	2,309
TOTAL ASSETS	2,564	7,032
Current liabilities:
Accounts payable	4,584	7,037
Accounts payable related to media rights	7,665	11,394
Accrued expenses and other current liabilities	3,886	3,823
Legal contingencies	4,290	2,267
Deferred revenues	810	793
Deferred revenues – Related Party	5,633
Short term financial liabilities, net	15,926	13,075
Current liabilities of discontinued operations	2,251	9,700
Total current Liabilities	45,045	48,089
Non-current financial liabilities, net	1,047	1,709
Operating lease liabilities	146	355
Other non-current liabilities	10	42
Non-current liabilities of discontinued operations		639
TOTAL LIABILITIES	46,248	50,834
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding
Accumulated other comprehensive loss	(2,287)	(2,144)
Accumulated deficit	(253,092)	(251,997)
Total Stockholders’ deficit	(43,684)	(43,802)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	2,564	7,032
Common Class A [Member]
STOCKHOLDERS’ DEFICIT
Common stock	$ 211,695	$ 210,339

Property, equipment and vehicle deposits, net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Aug. 19, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property equipment	$ 9,634		$ 10,505
Less: accumulated depreciation	(9,286)	$ (3,115)	(9,550)
Total property and equipment, net	348		955
Continuing Operations [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, net	348		955
Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, net	0		1,480
Sharing Electric Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property equipment	7,448		7,381
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property equipment	969		1,329
Computer Software [Member]
Property, Plant and Equipment [Line Items]
Property equipment	1,075		1,069
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property equipment	$ 142		$ 727

Discontinued Operations - US mobility business (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Discontinued Operations Us Mobility Business
Amortization and Depreciation recorded as Cost of revenues	$ 1	$ 665	$ 435	$ 3,046
Write-offs of vehicle deposits recorded as Cost of revenues				1,390
Write-off leasehold improvements	937		937
Impairment of Goodwill				13,826
Impairment of Intangible Assets				2,618
Amortization and Depreciation recorded as General & administrative	24	3	163	10
Total impairments, write-offs, amortization and depreciation expenses related to assets recorded as discontinued operations	$ 962	$ 668	$ 1,535	$ 20,890

Current and Non-current financial liabilities, net (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Nov. 13, 2023
Debt Instrument [Line Items]
Total Financial Liabilities, net	$ 16,973	$ 14,784
Current financial liabilities net	15,926	13,075
Non current financial liabilities net	$ 1,047	1,709
Secured Convertible Loan Net [Member]
Debt Instrument [Line Items]
Interest rate	9.00%
Maturity Date	2024
Total Financial Liabilities, net	$ 3,488	3,764
Convertible Debt [Member]
Debt Instrument [Line Items]
Interest rate	5.00%		15.00%
Maturity Date	2024
Total Financial Liabilities, net	$ 5,785	3,217
Unsecured Loans Net [Member]
Debt Instrument [Line Items]
Interest rate	2.00%
Maturity Date	Various
Total Financial Liabilities, net	$ 6,089	7,715
Related Party Promissory Note [Member]
Debt Instrument [Line Items]
Interest rate	0.00%
Maturity Date	2025
Total Financial Liabilities, net	$ 1,481
Other Financial Liabilities [Member]
Debt Instrument [Line Items]
Maturity Date	Various
Total Financial Liabilities, net	$ 130	$ 86

Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenue Recognition

Revenue Recognition

5. Revenue Recognition

The table below shows the revenues breakdown for the three and nine months ended on September 30, 2024 and on September 30, 2023.

Schedule of revenue recognition
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
European Mobility Revenues - Third Parties	$	317	$	918	$	534	$	2,807
Media Revenues - Third Parties		7		241		26		3,849
Other Revenues – Third Parties		—		66		2		600
Other Revenues – Related Party		451		—		975		—
Total Revenues from continuing operations	$	775	$	1,225	$	1,536	$	7,256
Total Revenues from discontinued operations		1		329		596		1,712

The table below shows the Deferred revenues roll-forward from January 1, 2024 to September 30, 2024.

Schedule of deferred revenue
Deferred Income from continuing operations	January 30, 2024		FX Rate adj		Additions		2024 Revenue			Sept 30, 2024

Mobility in Europe – Third Parties		793		8		543		(534	)		810
Media – Third Parties		—		—		26		(26	)		—
Marketing Consulting Services – Related Party		—		124		5,416		—			5,540
Other – Third Parties		—		—		2		(2	)		—
Other – Related Party		—		6		1,062		(975	)		93
Total		793	$	138	$	7,049	$	(1,536	)	$	6,443

Mobility Deferred Income is related to prepaid European customer wallets and it will be recorded as Mobility Revenues when riders take a ride.

Deferred Income related to Marketing Consulting Services is related to invoices issued to a related party Everli S.p.A. (an entity owned by Micrmobility.com’s CEO) for services to be rendered during 2024 and 2025, in accordance with a Service Supply Agreement.

Other Deferred Income is related to invoices issued to a related party Everli S.p.A. (an entity owned by Micrmobility.com’s CEO) for services to be rendered in the next 5 months, in accordance with the Agreement on Business Cooperation.

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commitments and contingencies
General & administrative expenses for Legal contingencies related to continuing operations	$ 10		$ 2,051	$ 32
General & administrative expenses for Legal contingencies related to discontinued operations				$ 333

Net Gain (Loss) Per Share - Dilutive outstanding shares (Details Narrative)	3 Months Ended
	Sep. 30, 2024 shares
Earnings Per Share [Abstract]
Number of shares issued related to legal services rendered	28,397

Discontinued Operations – US mobility business (Tables)

9 Months Ended

Sep. 30, 2024

Discontinued Operations Us Mobility Business

Schedule of discontinued operations

Schedule of discontinued operations
	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	11
Accounts receivables		0		28
Prepaid and other current assets		78		99
Total current assets		78		139
Property, equipment and deposits, net		—		1,480
Right of use assets		—		651
Other assets		66		178
TOTAL ASSETS	$	144	$	2,448

LIABILITIES
Current liabilities:
Accounts payable	$	1,458	$	4,561
Accrued expenses and other current liabilities		455		2,210
Legal contingencies		—		1,711
Deferred revenues		339		765
Short term financial liabilities, net		—		453
Total current Liabilities		2,251		9,700
Non-current financial liabilities, net		—		133
Operating lease liabilities		—		506
TOTAL LIABILITIES		2,251		10,339


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues	$	1		$	329		$	596		$	1,712
Operating expenses:
Cost of revenues		81			1,940			1,187			8,965
General and administrative		24			3			163			343
Sales and marketing		8			407			549			1,567
Impairment of Goodwill and Intangible Assets		—			—			—			16,444
Write-off leasehold improvements		937			—			937			—
Total operating expenses		1,050			2,350			2,836			27,320

Loss from discontinued operations		(1,049	)		(2,021	)		(2,240	)		(25,608	)

Loss from extinguishment of finance lease		—			—			—			(206	)
Interest expenses on finance lease		—			—			—			(2	)
Other income		85			—			85			—
Gain from Wheels sales		7,596			—			7,596			—
Net income (loss) from discontinued operations		6,632			(2,021	)		5,441			(25,816	)

Summary of write-offs, depreciation, amortization and impairment related to discontinued operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization and Depreciation recorded as Cost of revenues	$	1	$	665	$	435	$	3,046
Write-offs of vehicle deposits recorded as Cost of revenues		—		—		—		1,390
Write-off leasehold improvements		937		—		937		—
Impairment of Goodwill		—		—		—		13,826
Impairment of Intangible Assets		—		—		—		2,618
Amortization and Depreciation recorded as General & administrative		24		3		163		10
Total impairments, write-offs, amortization and depreciation expenses related to assets recorded as discontinued operations	$	962	$	668	$	1,535	$	20,890

Schedule of assets sold and liabilities assumed


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

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483475/205-20-45-11

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 3A
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-4A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 4B
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-4B

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5A

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5B

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Section 50
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5C

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-5D

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 360
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147482099/360-10-50-3A

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147483499/205-20-50-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-3

+ Details

Discontinued Operations - US mobility business (Details 2) - USD ($) $ in Thousands	Sep. 30, 2024	Aug. 19, 2024	Dec. 31, 2023
Discontinued Operations Us Mobility Business
Cash and cash equivalents		$ 3
Prepaid and other current assets		36
Property and Equipment Gross		3,120
Property and Equipment Accumulated Depreciation	$ (9,286)	(3,115)	$ (9,550)
Other non-current Assets		34
Total assets sold (Company’s book values)		78
Accounts payables		(3,725)
Financial liabilities		(578)
Accrued expenses and other current liabilities		(1,510)
Legal contingencies		(1,539)
Deferred revenues		(322)
Total Liabilities assumed (Company’s book values)		(7,674)
Gain from the derecognition of nonfinancial assets		7,596
Total cash-consideration received from the sale

Discontinued Operations – US mobility business (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Discontinued Operations Us Mobility Business
Other income from discontinued operations	$ 85	$ 85		$ 85
Write-off leasehold improvements	$ 937
Cost of Revenues write-off			$ 1,390

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Other income from discontinued operations	$ 85	$ 85		$ 85
Derecognition of Operating Lease liabilities				643
Derecognition of Right of use of Assets and Security deposit				559
Helbiz Serbia [Member]
Related Party Transaction [Line Items]
Invoices amount				6,814
Other Revenues- Related Party		975		451
Helbiz Media [Member]
Related Party Transaction [Line Items]
Invoices amount				1,065
Palella Holdings LLC [Member] \| Related Party Promissory Notes [Member]
Related Party Transaction [Line Items]
Proceeds from related-party promissory notes				$ 2,744
Repayments to related-party promissory notes, description				Company repaid $557 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.
Gain on conversionof debt				$ 94
Principal outstanding		$ 1,481		$ 1,481

Summary of Significant Accounting Policies and Use of Estimates (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
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.
Discontinued Operations	*Discontinued Operations* The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations (“ASC Topic 205-20”).
Reclassifications	*Reclassifications* Certain prior period amounts have been reclassified for comparative purposes to conform to the current condensed financial statement presentation. These reclassifications are related to the Discontinued Operations and they had no effect on previously reported results of operations.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements. 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 will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.

Standby Equity Purchase Agreements

9 Months Ended

Sep. 30, 2024

Standby Equity Purchase Agreements

Standby Equity Purchase Agreements

11. Standby Equity Purchase Agreements

During the year ended December 31, 2023, the Company entered into two Standby Equity Purchase Agreements (“2023 SEPAs”) with an investor. The 2023 SEPAs terms and conditions represent: i) at inception - a purchased put option on the Company’s Class A common shares and, ii) upon delivery of an advance notice - a forward contract on the Company’s Class A common shares. Neither the purchased put option nor the forward contract qualify for equity classification.

As a result of the above classification the settlement of forward contracts initiated by the Company were recorded as other SEPA financial income (expense), net.

The table below presents the impact on the condensed consolidated statements of operations related to the 2023 SEPAs for the three and nine months ended September 30, 2024, and 2023.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
SEPAs transaction costs	$	—	$	—		$	—		$	(1,611	)
Other SEPA financial income (expenses), net	$	—	$	(1,137	)	$	(102	)	$	(2,229	)
Total SEPA financial income (expenses), net	$	—	$	(1,137	)	$	(102	)	$	(3,840	)

During the nine months ended September 30, 2024, the Company delivered multiple advance notices for the sale of 35,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $564.

Accrued expenses and other current liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of accrued expenses and other current liabilities


	September 30,		December 31,
	2024		2023
Payroll liabilities	$	3,224	$	3,144
Accrued expenses		312		411
VAT Payables		326		—
Operating lease liabilities		24		268
Total accrued expenses and other current liabilities from continuing operations	$	3,886	$	3,823
Total accrued expenses and other current liabilities from discontinued operations		455		2,210

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Convertible Preferred Stock Series B [Member]	Convertible Preferred Stock Series A [Member]	Class A Common Stock [Member]	Class B Common Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2022		$ 945	$ 152,996		$ (189,942)	$ (2,904)	$ (39,850)
Beginning balance, shares at Dec. 31, 2022			21,802	1,897
Issuance of common shares – for Advance Notices under SEPA			$ 46,164				46,164
Issuance of common shares - for Advance Notices under SEPA , shares			1,477,720
Issuance of common shares – for Conversion of Convertible Notes			$ 1,296				1,296
Issuance of common shares - for Conversion of Convertible Notes, shares			691
Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks		(945)	$ 945				945
Issuance of common stock - for Conversion of Series A Convertible Preferred Stocks, shares			904
Issuance of common shares – for purchasing Intangible Assets			$ 50				50
Issuance of common shares - for purchasing Intangible Assets, share			46
Issuance of common shares – for settlement of Payroll liabilities			$ 182				182
Issuance of common shares - for settlement of Payroll liabilities, shares			370
Issuance of common shares - for Settlement of Account payables			$ 151				151
Issuance of common shares - for Settlement of Account payables, shares			673
Issuance of warrants - for Settlement of Account payables			$ 69				69
Class B Common Shares conversion into Class A Common Shares
Class B Common Shares conversion into Class A Common Shares, shares			1,897	(1,897)
Share based compensation			$ 345				345
Share based compensation, shares			775,000
Issuance of Series B Preferred Stock	0						0
Redemption of Series B Preferred Stock	(0)						(0)
Changes in currency translation adjustment						1,659	1,659
Net income (loss)					(63,249)		(63,249)
Ending balance, value at Sep. 30, 2023			$ 202,199		(253,192)	(1,245)	(52,238)
Ending balance, shares at Sep. 30, 2023			1,504,878
Beginning balance, value at Jun. 30, 2023			$ 188,083		(243,715)	(2,153)	(57,830)
Beginning balance, shares at Jun. 30, 2023			326,981	1,897
Issuance of common shares – for Advance Notices under SEPA			$ 14,432				14,432
Issuance of common shares - for Advance Notices under SEPA , shares			1,176,000
Class B Common Shares conversion into Class A Common Shares
Class B Common Shares conversion into Class A Common Shares, shares			1,897	(1,897)
Share based compensation			$ (271)				(271)
Share based compensation, shares
Changes in currency translation adjustment						908	908
Net income (loss)					(9,477)		(9,477)
Ending balance, value at Sep. 30, 2023			$ 202,199		(253,192)	(1,245)	(52,238)
Ending balance, shares at Sep. 30, 2023			1,504,878
Beginning balance, value at Dec. 31, 2023			$ 210,339		(251,997)	(2,144)	(43,802)
Beginning balance, shares at Dec. 31, 2023			8,856,230
Issuance of common shares – for Advance Notices under SEPA			$ 564				564
Issuance of common shares - for Advance Notices under SEPA , shares			35,400,000
Issuance of common shares – for Settlement of financial liabilities			$ 6				6
Issuance of common shares - for Settlement of financial liabilities, shares			928,942
Issuance of common shares – for Conversion of Related Party - Promissory Note			$ 611				611
Issuance of common shares - for Conversion of Related Party - Promissory Note, shares			47,029,465
Share based compensation			$ 175				175
Share based compensation, shares
Changes in currency translation adjustment						(143)	(143)
Net income (loss)					(1,095)		(1,095)
Ending balance, value at Sep. 30, 2024			$ 211,695		(253,092)	(2,287)	(43,684)
Ending balance, shares at Sep. 30, 2024			92,214,637
Beginning balance, value at Jun. 30, 2024			$ 211,628		(258,066)	(1,550)	(47,988)
Beginning balance, shares at Jun. 30, 2024			92,214,637
Share based compensation			$ 67				67
Changes in currency translation adjustment						(737)	(737)
Net income (loss)					4,974		4,974
Ending balance, value at Sep. 30, 2024			$ 211,695		$ (253,092)	$ (2,287)	$ (43,684)
Ending balance, shares at Sep. 30, 2024			92,214,637

Going Concern and Management’s Plans

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Management’s Plans

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.

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

9. Leases

Operating leases

The table below presents the operating lease-related assets and liabilities from continuing operations recorded on the condensed consolidated balance sheet as of September 30, 2024 and as of December 31, 2023.


Operating leases from continuing operations		September 30, 2024	December 31, 2023
Assets
Right-of-use Assets under operating leases	$	170	529

Liabilities
Current Operating leases liabilities – recorded as Accrued expenses and other current liabilities	$	24	268
Non-current Operating leases liabilities		146	355
Total Operating lease liabilities	$	170	623

During the nine months ended September 30, 2024, the Company exited the majority of the lease agreements related to warehouse facilities, corporate houses and corporate car, remaining with few operating locations.

The table below presents the impact on the condensed consolidated statement of operations related to the operating leases for the three and nine months ended September 30, 2024, and September 30, 2023, including expenses related to lease agreements with an initial term of 12 months or less.

Schedule of operating lease liabilities
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	9	$	100	$	53	$	325
General and administrative		36		231		111	$	787
Total Operating lease expenses from continuing operations	$	45	$	331	$	164	$	1,112

Future annual minimum lease payments as of September 30, 2024, are as follows:


*Year ending December 31,*	Operating Leases
2024	$	20
2025		—
2026		—
Thereafter		—
Total minimum lease payments	$	20

Summary of Significant Accounting Policies and Use of Estimates

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies and Use of Estimates

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.

Discontinued Operations

The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations (“ASC Topic 205-20”).

Reclassifications

Certain prior period amounts have been reclassified for comparative purposes to conform to the current condensed financial statement presentation. These reclassifications are related to the Discontinued Operations and they had no effect on previously reported results of operations.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.

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 will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.