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United States securities and exchange commission logo
July 13, 2021
Zhigeng (David) Fu
Chief Executive Officer
GreenVision Acquisition Corp.
One Penn Plaza 36th Floor
New York, NY 10019
Re: GreenVision
Acquisition Corp.
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed June 30, 2021
File No. 001-39136
Dear Mr. Fu:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
June 22, 2021 letter.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed on
June 30, 2021
Background to Negotiations with Helbiz, page 104
1. We note your revised
disclosure in response to comment 6. Please include comparable
disclosure in the
Background to Negotiations with Helbiz section where you discuss the
negotiation of the PIPE
investment (see, e.g., the discussion on page 107).
Assumptions Utilized for the Projected Financial Metrics Table, page 119
2. We note your response
to comment 12 and your revised disclosure that the forecasts for
Helbiz's future city
licenses, number of vehicles and revenues are based on historical
trends for 2020. Please
disclose the actual historical results for 2020 to give investors
more context.
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
July NameGreenVision Acquisition Corp.
13, 2021
July 13,
Page 2 2021 Page 2
FirstName LastName
Certain Helbiz Projected Financial Information
Projected Financial Metrics ($ in millions), page 119
3. Consistent with your response to comment 16 and your removal of
reference to the Non-
GAAP financial measures "contribution" and "contribution margin" from
MD&A, please
delete references to these measures from your table of Projected
Financial Metrics.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Helbiz, page 149
4. We note your disclosure on pages 50-54 that you have undertaken
"substantial
obligations" in connection with the anticipated launch of both Helbiz
Media and Helbiz
Kitchen, including, but not limited to, the lease of an approximately
21,500 square
foot facility in Milan, Italy, the hiring of approximately 80 people,
and a 12 million per
year contract for Serie B rights with a minimum sales requirement of
2.5 million per
season. Please revise this section to address any trends in Helbiz's
expenses that
management is aware of as a result of launching these new lines of
business.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 177
5. Please refer to footnotes (1), (5), (6) and (7). We note that you
reflect adjustments in your
pro forma balance sheet to give effect to transaction costs of
approximately $6.5 million
that are expected to be incurred at the closing of the business
combination including legal,
audit, financial advisory and other professional fees related to the
business combination.
Since the pro forma statements of operations should be presented
assuming the business
combination occurred on January 1, 2020, please revise your pro forma
statement of
operations for the fiscal year ended December 31, 2020 to include a
pro forma adjustment
for these expenses pursuant to Rule 11-02(a)(6)(i)(B) of Regulation
S-X or explain why
you do not believe this is required.
4. Sensitivity analysis on redemption, page 180
6. Your disclosure on page 181 indicates that the sales and purchase
agreement between
Helbiz and MiMoto required Helbiz to pay 47,511 additional shares of
Class A common
stock to the former MiMoto shareholders because the business
combination with
GreenVision was not completed by May 31, 2021. We also note that you
have reflected
these additional shares issued to the MiMoto shareholders as part of
the purchase price for
MiMoto based on the purchase price allocation included on page 185. It
appears that the
issuance of these additional shares represents a penalty or expense of
the Company rather
than additional purchase consideration for the acquisition of MiMoto.
Please explain why
you believe it is appropriate to reflect the issuance of these
additional shares to the former
shareholders of MiMoto as part of the purchase price for the
acquisition of MiMoto
pursuant to the guidance in ASC 805-15-55-18 through ASC 805-10-55-25.
Also, if you
determine that the fair value of these additional shares should be
reflected as an expense in
Zhigeng (David) Fu
GreenVision Acquisition Corp.
July 13, 2021
Page 3
the financial statements, please revise the pro forma statement of
operations for the year
ended December 31, 2020 to include a pro forma adjustment for this
expense.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Robert Shapiro at 202-551-3273 or Linda Cvrkel at
202-551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other
questions.
Sincerely,
FirstName LastNameZhigeng (David) Fu
Division of
Corporation Finance
Comapany NameGreenVision Acquisition Corp.
Office of Trade &
Services
July 13, 2021 Page 3
cc: Jie Chengying Xiu, Esq.
FirstName LastName