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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 28, 2021

 

GreenVision Acquisition Corp.

(Exact Name of Registrant as Specified in Charter) 

 

Delaware   001-39136   84-3015108
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

 

8 The Green, Suite #4966

Dover, DE 19901

  
  (Address of Principal Executive Offices, and Zip Code)  
     
  (302) 289-8280  
  Registrant’s Telephone Number, Including Area Code  
     
  One Penn Plaza, 36th Floor, New York, NY 10019  
  (Former Name or Former Address, if Changed Since Last Report)   

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of share of Common Stock, one redeemable warrant, and one right   GRNVU    The Nasdaq Stock Market LLC
Common Stock, $0.00001 par value   GRNV    The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Common Stock   GRNVW   The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one share of Common Stock   GRNVR   The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 
 

 

Item 7.01 Regulation FD Disclosure.

 

Item 8.01 Other Events.

 

On June 28, 2021, Helbiz Inc. (“Helbiz”), a global leader in micro-mobility, announced that it has created a new business unit, Helbiz Kitchen (“Helbiz Kitchen”). This new business unit which will be dedicated to the preparation and home delivery of diverse food options. Everything from the kitchens to the vehicles, to the software that powers the platform, to the staff hired will be owned and operated by Helbiz. With the launch of Helbiz Kitchen, Helbiz continues to expand and invest in its operations, with a particular focus on Italy, in a sustainable manner across the entire supply chain; from the procurement of raw materials to food preparation and delivery. Helbiz plans to expand its Helbiz Kitchen operations to Washington, D.C. and additional Italian cities in the near future.

With 21,500 square feet in the heart of Milan, Helbiz Kitchen will be the largest international ghost kitchen, built to revolutionize the food delivery experience, in terms of quality, ordering and delivery. The home delivery service will take advantage of Helbiz’s proven experience in electric mobility.

 

The service, which will be active today, has chosen the city of Milan as its first location to operate, to be followed by a global expansion.

 

Helbiz Kitchen will offer customers six different types of menus including pizza, hamburger, salad, poke, sushi and ice cream. Helbiz employees known as “Helbiz Butlers” will make the deliveries on electric scooters, offering a high-level restaurant experience. In addition to delivering the food, the butlers will guarantee a culinary experience that takes inspiration from the best restaurants.

 

A copy of the press release is attached hereto as Exhibit 99.1.

 

The press release is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

Helbiz is the business combination target of GreenVision Acquisition Corp. (“GreenVision”). On February 8, 2021, Helbiz, GreenVision, Salvatore Palella (as Shareholders’ Representative), and GreenVision Merger Sub, Inc. (“Merger Sub”) entered into a Merger Agreement, as subsequently amended on April 8, 2021, pursuant to which Merger Sub will merge into Helbiz and as a result of the business combination (“Business Combination”), Helbiz will become a wholly-owned subsidiary of GreenVision.

 

 

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IMPORTANT NOTICES

 

Participants in the Solicitation

 

GreenVision Acquisition Corp. and its directors and executive officers may be deemed participants in the solicitation of proxies from GreenVision’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in GreenVision is contained in the preliminary proxy statement which was filed on April 8, 2021 with the Securities and Exchange Commission (“SEC”), and in GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC. Such filings are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to GreenVision Acquisition Corp.,8 The Green, Suite #4966, Dover, DE 19901, Attention: Chief Financial Officer, telephone: (302) 289-8280. Additional information regarding the interests of such participants will be contained in the definitive proxy statement for the Business Combination when it is filed with the SEC.

 

Helbiz and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of GreenVision in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are set forth the preliminary proxy statement which was filed on April 8, 2021 with the SEC and the definitive proxy statement for the Business Combination when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

Important Information About the Business Combination and Where to Find It

 

In connection with the Business Combination, GreenVision has filed a preliminary proxy statement with the SEC and will file a definitive proxy statement and other relevant documents regarding the Business Combination. GreenVision will mail a definitive proxy statement and other relevant documents to its stockholders. GreenVision’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about GreenVision, Helbiz and the Business Combination. INVESTORS AND SECURITY HOLDERS OF GREENVISION ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT GREENVISION WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREENVISION, HELBIZ AND THE TRANSACTION. When available, the definitive proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of GreenVision as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: GreenVision Acquisition Corp., 8 The Green, Suite #4966, Dover, DE 19901, Attention: Chief Financial Officer, telephone: (302) 289-8280.

 

 

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Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. GreenVision and Helbiz’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, GreenVision’s and Helbiz’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GreenVision’s and Helbiz’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Business Combination to fail to close; (2) the outcome of any legal proceedings that may be instituted against GreenVision or Helbiz following the announcement of the Merger Agreement and the Business Combination; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the stockholders of GreenVision or other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; (5) the inability to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the Business Combination; (6) the risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Helbiz may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business; and (12) other risks and uncertainties indicated from time to time in the proxy statement to be filed relating to the Business Combination, including those under “Risk Factors” therein, and in GreenVision’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that GreenVision considers immaterial or which are unknown. GreenVision cautions that the foregoing list of factors is not exclusive. GreenVision cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. GreenVision does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are attached to this Current report on Form 8-K.

 

Exhibit No.   Exhibit Title or Description
     
99.1   Press Release dated June 28, 2021

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  GreenVision Acquisition Corp.
   
Date: June 28, 2021 By: /s/ Zhigeng (David) Fu
  Name:   Zhigeng (David) Fu
  Title:  Chief Executive Officer

 

 

 

 

5

 

Exhibit 99.1

 

Helbiz Launches Helbiz Kitchen to Revolutionize Food Delivery

 

Largest Ghost Kitchen in the world, in the heart of Milan, offers a unique service, quality and an environmentally sustainable model

 

●Helbiz creates the largest international Ghost Kitchen, utilizing its own kitchen and home delivery facilities.
●Helbiz Kitchen allows customers to order from up to six different menus: pizza, burger, salad, poke, sushi and ice cream, all in one order, through one transaction and delivery.
●All Made in Italy: Helbiz continues its commitment to invest, with a particular focus on Italy, to contribute to the economic recovery of the country.
●Helbiz creates new jobs with initially 80 new hires.
●Helbiz Kitchen is anticipated to be an international brand with the first kitchen in Milan with plans to expand to the United States and other Italian cities.
●All activities, from food preparation to home delivery, are conducted with the utmost attention to environmental sustainability utilizing an all-electric kitchen and the use of 100% electric vehicles and tools.
●Each order will be delivered by Helbiz employed butlers on electric scooters.
●Helbiz Kitchen partnered with Alberto Marchetti, an in-house laboratory dedicated to the production of his artisanal ice cream.

 

Milan, June 28, 2021 - Helbiz, a global leader in micro-mobility that is the business combination target of GreenVision Acquisition Corp. (Nasdaq: GRNV), continues its path of expansion with the creation of a new business unit: Helbiz Kitchen, which will be dedicated to the preparation and home delivery of diverse food options. Everything from the kitchens to the vehicles, to the software that powers the platform, to the staff hired will be owned and operated by Helbiz. With the launch of Helbiz Kitchen, Helbiz continues to expand and invest in its operations, with a particular focus on Italy, in a sustainable manner across the entire supply chain; from the procurement of raw materials to food preparation and delivery. Helbiz plans to expand its Helbiz Kitchen operations to Washington, D.C. and additional Italian cities in the near future.

 

With 21,500 square feet in the heart of Milan, Helbiz Kitchen will be the largest international ghost kitchen, built to revolutionize the food delivery experience, in terms of quality, ordering and delivery. The home delivery service will take advantage of Helbiz’s proven experience in electric mobility.

 

The service, which will be active today, has chosen the city of Milan as its first location to operate, to be followed by a global expansion.

 

Helbiz Kitchen will offer customers six different types of menus including pizza, hamburger, salad, poke, sushi and ice cream. Helbiz employees known as “Helbiz Butlers” will make the deliveries on electric scooters, offering a high-level restaurant experience. In addition to delivering the food, the butlers will guarantee a culinary experience that takes inspiration from the best restaurants.

 

This new project will be led by Rossella Di Dio, CEO of Helbiz Kitchen, one of the founders of Helbiz. He brings deep experience in integrating various business strategies under one global brand, and will report to the CEO of Helbiz Group, Salvatore Palella. Mr. Di Dio will be joined by Paolo Scocco, Head of New Business Development, who will oversee the direct management of the Helbiz Kitchen project. Mr. Scocco brings more than 15 years of international experience in the sector, having previously worked at Cipriani New York as the General Manager. To guarantee the excellence of the culinary experience, Executive Chefs, Rosa Di Gianfelippo and Alex Nanni, will leverage their many years of international expertise to blend the flavors of a number of country-specific culinary traditions. Initially we have hired 25 persons who serve specific roles as chefs, butlers, technical and administrative personnel supporting the project. The team's experience and competence is evidenced by our choosing Marchetti for ice cream with a name synonymous with freshness, simplicity, and goodness. We are also utilizing cutting edge technologies and culinary management techniques enabling us to maximize efficiency such as our integration of the six types of cuisines.

 
 
 

 

  

The investments in Italy in personnel add to those in sustainability. In addition to 100% electric scooters, Helbiz will use electric kitchens, cold rooms, air filtration systems with ozonating UV lamps, and food preservation systems with controlled consumption to ensure a waste-free use of energy resources. All packaging is made of recyclable paper with food-grade ink, and at the time of delivery, placemats and cutlery will be provided in recyclable Mater-Bi material.

 

Helbiz will have a dedicated fleet of electric scooters for Helbiz Kitchen, characterized by a special pink livery theme. The scooters will be stationed, awaiting orders, in a special area within the Helbiz Kitchen complex, where they will be constantly maintained, cleaned and sanitized. The company's IT department, which employs approximately 50 engineers, will ensure the correct flow, from order opening to delivery, through the latest generation technologies.

 

"Unlike traditional food delivery services, which often suffer from multiple pain points between users and local restaurants, Helbiz Kitchen is based on a multi-order model, proprietary and centralized, in which all the steps of the process - from ordering products from different cuisines with different preparation times- is offered in a seamless, single order with a single delivery experience. We are attempting the most innovative culinary ecosystem ever developed when you take into account: the quality and breadth of raw materials, attention to detail necessary for culinary success, expansive menu and delivery aspects," said Paolo Scocco, Head of New Business Development and direct management of the Helbiz Kitchen project.

 

Initially, customers can access Helbiz Kitchen 12 hours a day, 7 days a week, from 11:30 am until 11:30 pm, all through the Helbiz app, available for free on the App Store and Google Play Store. With a single app experience, customers will be able to have all six culinary specialties provided by the service at home. For those already subscribed to Helbiz Unlimited, deliveries will be free.

 

HELBIZ

 

Helbiz is a global leader in micro-mobility services. Launched in 2016 and headquartered in New York City, the company operates e-scooters, e-bicycles, and e-mopeds in over 30 cities around the world including Washington, D.C., Alexandria, Arlington, Jacksonville, Miami, Milan, Richmond and Rome. Helbiz utilizes a customized, proprietary fleet management platform, artificial intelligence, and environmental mapping to optimize operations and business sustainability. Helbiz announced on February 8, 2021, it has entered into a merger agreement with GreenVision Acquisition Corp. (Nasdaq: GRNV) ("GreenVision") a SPAC, which, upon closing, will result in Helbiz becoming the first micro-mobility company listed on Nasdaq.

http://www.helbiz.com

 

GREENVISION

 

GreenVision Acquisition Corp. is a special purpose acquisition company formed under the laws of the State of Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

 

 
 
 

 

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s or GreenVision’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the ability of the Company to meet Nasdaq listing standards following the transaction and in connection with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or the stockholders of GreenVision or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to GreenVision stockholder redemptions and the failure to obtain replacement financing; (v) the failure to meet projected development and production targets; (vi) costs related to the proposed transaction; (vii) changes in applicable laws or regulations; (viii) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability; (ix) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (x) the effect of the COVID-19 pandemic on the Company and GreenVision and their ability to consummate the transaction; and (xi) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the “SEC”) by the Company. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in GreenVision’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and amended on May 21, 2021. GreenVision's SEC filings are available publicly on the SEC's website at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information currently available to GreenVision and Helbiz and speaks only as of the date on which it is made. GreenVision and Helbiz undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

 

Additional Information about the Transaction and Where to Find It

In connection with the proposed business combination, GreenVision filed a preliminary proxy statement with the SEC. Additionally, GreenVision will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of GreenVision are urged to read the definitive proxy statement and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release. GreenVision’s stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available as well as other documents filed with the SEC by GreenVision, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: GreenVision Acquisition Corp., 8 The Green, Suite #4966, Dover, DE 19901.

 

 

 
 
 

Participants in Solicitation

GreenVision and its directors and officers may be deemed participants in the solicitation of proxies of GreenVision’s shareholders in connection with the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in GreenVision is contained in the preliminary proxy statement with respect to the proposed business combination filed on April 8, 2021 with the SEC, and in GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and subsequently amended, which was filed with the SEC. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of GreenVision’s executive officers and directors in the solicitation by reading GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the definitive proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of GreenVision’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the definitive proxy statement relating to the business combination when it becomes available.

 

Helbiz and its officers and directors may also be deemed participants in such solicitation. A list of the names of such directors and executive officers and information regarding their interests in the business combination are set forth in the preliminary proxy statement, which was filed on April 8, 2021 with the SEC and the definitive proxy statement for the business combination when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

Non-Solicitation

This press release does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

 

For investor and media inquiries, contact:

COMMUNICATION & MEDIA RELATIONSHIP

Davide D’Amico - tel. +39 335 7715011 email: davide.damico@helbiz.com

Chiara Garbuglia - tel. +335 7388163 email: chiara.garbuglia@helbiz.com

 

USA

The Blueshirt Group

Gary Dvorchak, CFA

Phone: +1 (323) 240-5796

Email: gary@blueshirtgroup.com

Agent of Change

Marcy Simon

Phone: +1 (917) 833-3392

Email: marcy@agentofchange.com

 

Helbiz Investor Relations

investor.relations@helbiz.com