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United States securities and exchange commission logo
May 6, 2021
Zhigeng (David) Fu
Chief Executive Officer
GreenVision Acquisition Corp.
One Penn Plaza 36th Floor
New York, NY 10019
Re: GreenVision
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed April 8, 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.
Preliminary Proxy Statement on Schedule 14A filed April 8, 2021
Letter to Stockholders
1. In your letter to
stockholders on the first page of the proxy statement, please add
disclosure regarding
the PIPE Investment where you discuss the Business Combination.
Summary, page 28
2. We note your disclosure
here and elsewhere in your filing that you will qualify as a
controlled company
upon the completion of the business combination, yet we also note
your disclosure on
pages 190-193 that you will have a majority of independent directors
and that each of the
committees of the board will consist solely of independent directors.
Please clarify in your
disclosure whether you intend to take advantage of the controlled
company exemptions.
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
May 6, 2021NameGreenVision Acquisition Corp.
May 6,
Page 2 2021 Page 2
FirstName LastName
Risk Factors, page 38
3. Please include a risk factor that addresses the exclusive forum
provision in your charter
and the related risks including, but not limited to, increased costs
to bring a claim and that
the provision can discourage claims or limit investors ability to
bring a claim in a
judicial forum that they find favorable, as well as any uncertainty
about enforceability of
the provision.
The financial statements of Helbiz for the fiscal year ended December 31, 2020
include an
explanatory paragraph..., page 39
4. Please revise this risk factor to explicitly state that there is
substantial doubt about the
company s ability to continue as a going concern.
Helbiz may become subject to claims, lawsuits, government investigations and
other
proceedings..., page 42
5. Please disclose the factual background and basis upon which Helbiz was
named as a
defendant in the lawsuit relating to the initial coin offering of the
HBZ coin.
A pandemic, epidemic or outbreak of an infectious disease in the United
States..., page 57
6. Please revise this risk factor to include more specific disclosure
regarding the actual
impacts of the COVID-19 pandemic. For example, you state that the
market conditions
resulting from the pandemic could materially adversely affect
Helbiz s business, but
you do not discuss the suspension of your services that occurred as a
result of the
pandemic that are described in page 25. You state that Helbiz may
experience slowed
growth or a decline in new customer demand, but you do not address
the company s
actual growth or customer demand for 2020.
Redemption Rights, page 78
7. We note your disclosure that a stockholder is not required to submit a
proxy card or vote
in order to validly exercise redemption rights. Please revise this
disclosure for consistency
with the disclosure elsewhere in your filing and Article Six of your
current charter that
provides a stockholder must vote on the Business Combination Proposal
in order to
exercise their redemption rights. Where you state that a stockholder
is not required to vote
against the Business Combination Proposal in order to have the right
to seek redemption,
please revise to clarify that stockholders still must cast a vote on
the proposal to preserve
their redemption right.
Background of the Business Combination, page 85
8. Please include a discussion of the initial terms of GVAC s proposed
LOI delivered on
November 30, 2020, the negotiation of those terms, and the terms of
the final LOI entered
into by GVAC and Helbiz on December 6, 2020.
Zhigeng (David) Fu
GreenVision Acquisition Corp.
May 6, 2021
Page 3
9. Please summarize the details of due diligence and resulting
discussions and negotiations
that occurred between December 6, 2020 and February 8, 2021. Please
provide a
summary of the financial, business, and legal due diligence questions
that arose during
your diligence meetings. Disclose the concerns with respect to each
item, and with
respect to the resulting transaction documents, how any provisions,
deal structure,
valuations and reports impacted negotiations.
10. Please substantially revise this section to provide more detail
regarding the valuation of
Helbiz and how it evolved throughout the negotiations. For example, on
page 91 you state
that Helbiz proposed an increased valuation from the valuation agreed
in the LOI, but you
do not disclose the actual valuation proposed in the LOI or Helbiz s
counterproposal. You
reference valuation discussions from December 9, 2021 through February
8, 2021, but do
not include disclosure of what was discussed. In the Business section
on page 175, you
state that in the event the final valuation of Helbiz is less than
$300,000,000, you will owe
the MiMoto stockholders additional shares of Class A common stock.
Discuss what
impact this had on the valuation negotiations. Lastly, specifically
state whether GVAC
determined or Colliers ultimately recommended the amount of
consideration to be paid.
Refer to Item 1015(b)(3) of Regulation M-A.
11. Please expand your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, the terms and
amount of the PIPE
Investment, the dual-class structure and voting power of the founder
and issuance of Class
B shares, the holdback of the Class B shares to be issued to the
founder, and other terms
of the transaction agreements discussed between January 1, 2021 and
January 25, 2021. In
your revised disclosure, please explain the reasons for such terms,
each party's position on
such issues and how you reached agreement on the final terms.
12. We note your reference to the Helbiz projections under the heading
Summary of GVAC
Financial Analysis of Helbiz on page 98, but it does not appear any
projections are
provided. Please revise to include such projections or tell us why you
are not required to
do so.
13. We note your disclosure that Colliers used a city license analysis,
where they analyzed the
estimated value of city licenses by dividing the latest available
equity value of 5
competing micro-mobility companies by the number of city licenses
held. Please disclose
the names of the micro-mobility companies used in this analysis.
14. We note your disclosure that Colliers has been retained to assist the
Company in
FirstName LastNameZhigeng (David) Fu
conducting the De-SPACing process and potentially raising capital in
conjunction with the
Comapany NameGreenVision
Business Combination. Acquisition Corp.
Please quantify the success fees payable
to Colliers referenced
in your disclosure.
May 6, 2021 Page 3
FirstName LastName
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
May 6, 2021NameGreenVision Acquisition Corp.
May 6,
Page 4 2021 Page 4
FirstName LastName
15. We note your disclosure on page 99 that GVAC reviewed certain
financial information of
Helbiz and the structure of the proposed Business Combination and
compared it to
corresponding financial information of certain recent initial public
offerings and certain
publicly-traded companies that GVAC selected based on GVAC s
experience and
professional judgment. Please disclose the names of the companies GVAC
reviewed.
16. We note your disclosure on page 99 that GVAC also performed a
discounted cash-flow
analysis on Helbiz, using Helbiz management s financial projections.
Please clarify
whether this analysis was different than Collier s discounted
cash-flow analysis and
clarify whether the underlying projections used in this analysis were
different from the
projections used in Collier s analysis. In this regard, we note your
disclosure that Helbiz
management prepared these projections, while the disclosure on page 98
states that GVAC
prepared the projections. If GVAC relied on different projections,
please disclose those
projections in the filing or tell us why you are not required to do
so.
17. We note your disclosure on page 195 that Ladenburg acted as financial
advisor to Helbiz
with respect to the Business Combination and will receive a fee from
Helbiz for its
services, a substantial portion of which will become payable only if
the Business
Combination is consummated. Please quantify the fee payable to
Ladenburg. We also
note your disclosure that a managing director of Ladenburg, Jonathan
Intrater, currently
serves on the Board of Directors of GVAC. Please revise this section
to discuss Mr.
Intrater s role in the negotiation of the transaction.
Interests of Certain Persons in the Business Combination, page 101
18. Here, and elsewhere as applicable, please disclose the value of the
out of pocket expenses
incurred by the sponsor, directors, officers and their affiliates that
are subject to
reimbursement, as referenced on page 194.
Comparative Per Share Information, page 127
19. Please present the per share information for Helbiz and MiMoto on a
standalone basis in
separate columns so the book value per share, weighted average number
of shares for
basic and diluted, and basic and diluted per share information can be
calculated or
determined for the year ended December 31, 2020. Also, please include
a footnote to
explain how the stockholders' equity for MiMoto was converted from
Euros to U.S.
dollars at December 31, 2020.
20. Please present in a tabular format the calculation or determination of
the pro forma
combined book value per share, pro forma weighted average number of
shares - basic and
diluted, and the pro forma basic and diluted income (loss) per share
for the scenarios
assuming no redemptions and maximum redemptions. Also, please disclose
how you
determined that the maximum of 4,253,293 shares of GVAC common stock
can be
redeemed upon consummation of the business combination in order to
meet the minimum
cash requirement.
Zhigeng (David) Fu
GreenVision Acquisition Corp.
May 6, 2021
Page 5
21. It is unclear how you calculated or determined GreenVision's book
value per share at
December 31, 2020. Please note that shares subject to possible
redemption should not be
included in the computation of book value per share since they are not
classified as a
component of stockholders' equity. Please advise or revise as
appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Helbiz
Impact of COVID-19 on Operations, page 130
22. You disclose restructuring efforts in the second and fourth quarters
of 2020 in response to
the pandemic, but don't discuss in detail what steps were taken to
reduce operating
expenses. Please tell us and disclose in detail the restructuring
efforts undertaken by
management during 2020 and the impact on your business, results of
operations, financial
condition, and liquidity for the year ended December 31, 2020. In your
discussion, please
discuss in more detail the impact of the temporary suspension of
services in key markets
including in Washington, D.C. and Miami. Refer to Item 303(b)(2)(i)
and (ii) and
CF Disclosure Guidance: Topic 9.
Consolidated Results of Operations
Comparison of the Year Ended December 31, 2020, and the Year Ended December 31,
2019
Adjusted Operating EBITDA and Adjusted Operating EBITDA Margin. , page 134
23. Please revise to present the most directly comparable GAAP measures
Loss from
Operations and Operating Margin with equal or greater prominence than
the Non-GAAP
financial measures Adjusted Operating EBITDA and Adjusted Operating
EBITDA
Margin. Your presentation should also be revised to clearly identify
Adjusted Operating
EBITDA and Adjusted Operating EBITDA Margin as Non-GAAP financial
measures in
both the narrative discussion and in the table of your quarterly
results for the quarters from
December 31, 2019 through December 31, 2020. Refer to Item 10(e) of
Regulation S-X,
Regulation G and Compliance and Disclosure Interpretation on Non-GAAP
Financial
Measures, Question 102.10.
24. It appears you are adjusting your operating income (loss) for all of
your non-cash and cash
operating expenses included in Research and Development, Sales and
Marketing, and
General & Administrative in determining your Non-GAAP financial measures
Adjusted
Operating EBITDA and Adjusted Operating EBITDA margin. Please revise the
calculation of your Non-GAAP measures to adjust for only non-cash
expenses and
nonrecurring expenditures in determining these amounts or explain why
you believe your
current presentation is appropriate. Also, please present your Non-GAAP
financial
measures for each fiscal year presented in your financial statements for
comparability
FirstName LastNameZhigeng (David) Fu
between periods. Refer to Item 10(e) of Regulation S-K, Rule 100(b) of
Regulation G,
Comapany NameGreenVision
and the Compliance andAcquisition
Disclosure Corp.
Interpretation on Non-GAAP
Financial Measures,
May 6,Questions
2021 Page100.01,
5 100.02 and 102.10.
FirstName LastName
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
May 6, 2021NameGreenVision Acquisition Corp.
May 6,
Page 6 2021 Page 6
FirstName LastName
Liquidity and Capital Resources, page 135
25. Please tell us and revise to disclose how you will obtain sufficient
cash to meet the
company's working capital needs over the next twelve months, fund your
debt obligations
due and repaid in 2021, and finance capital expenditures to continue
to grow your fleet of
electric vehicles and to grow your business. You early repaid the
outstanding balances due on the 2018 Revolving Credit Facility and the
2020 Promissory
Note totaling approximately $2.3 million at December 31, 2020 on March
24, 2021.
Refer to Item 303(b)(1) of Regulation S-K.
26. The long-term loan of Euro 3.5 million entered into on November 5,
2020 by Helbiz
through its fully-owned Italian entity does not agree with the
corresponding disclosure of
the same Euro-denominated loan entered into by your Italian entity on
page F-48 of Euro
3.0 million. Please reconcile and revise these disclosures.
27. We note your disclosure that the company had, and may potentially
continue to have, an
ongoing need to raise additional cash from outside sources to fund its
operations, yet
your risk factor on page 39 provides that Helbiz s management
expects the company will
need to obtain additional financing, after the completion of the
business combination, to
fund its operations. Please revise for consistency.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
2. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page
146
28. Refer to footnotes (1) and (6) for the pro forma adjustment to cash
and cash equivalents
and footnotes (5) and (7) for the pro forma adjustments to
stockholders' equity - Please
revise to present a reconciliation in tabular format of the multiple
components that
aggregate to the total pro forma balance sheet adjustments to cash and
stockholders'
equity, as applicable. Also, the first sentence of footnote (6)
references a pro forma
adjustment of $38 million but this amount does not agree to the
adjustments denoted by
footnote (6) in your pro forma balance sheet. Please revise to
eliminate this inconsistency.
29. Refer to footnote (2) - Please explain to us why the pro forma
adjustment of $6.4 million
to reflect the conversion of a Warrant Purchase Agreement entered into
in May 2020 is
based on an automatic conversion into GVAC common shares at the time
of the business
combination. You disclose elsewhere in the filing, including the
footnotes to the Helbiz
Inc. financial statements, that the investors converted the warrants
into 232,141 shares of
GVAC common stock on March 26, 2021. Please revise or advise as
appropriate.
30. Refer to footnote 8(a) - Please revise the disclosure to clarify that
the $2.155 million cash
payment made to the MiMoto shareholders was part of the consideration
paid by Helbiz to
acquire MiMoto on March 19, 2021, and is reflected as pro forma
adjustment (c) to the
separate pro forma condensed balance sheet for Helbiz and MiMoto at
December 31,
2020.
31. Refer to footnote 1(e) - You disclose in this footnote that the
proceeds from the secured
Zhigeng (David) Fu
GreenVision Acquisition Corp.
May 6, 2021
Page 7
long-term loan entered into by Helbiz on March 23, 2021 were $11.947
million. Please
explain why this amount differs from the proceeds received under the
$15 million secured
loan bearing interest at 9.2% maturing on December 1, 2023 disclosed
under Loan and
Security Agreement on page 174 and with the loan disclosed on page
F-56 of Helbiz's
financial statements. Also, please revise footnotes 6(e) and 8(a) to
the pro forma financial
statements to reconcile and revise this inconsistency.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations,
page 148
32. Please tell us and revise to disclose the assumptions used to
determine the $4,800 pro
forma adjustment to reflect the extinguishment loss associated with
the Helbiz Warrant
Purchase Agreement upon consummation of the IPO. You disclose on page
136 that the
warrant investors converted the warrants into 232,141 shares of common
stock on March
26, 2021 in advance of the IPO or April 30, 2021 (as defined for the
2020 Warrant
Purchase Agreement). In your response, please explain how the fair
value of the common
shares at March 26, 2021 was determined. Also, revise your footnote
disclosure to
indicate the number of shares issued to settle the warrant.
33. Refer to footnote (2)(b) - Please revise to disclose the amounts of
the loans obtained by
Helbiz in March 2021 and the related interest rates on the loans that
were used in
calculating the $1,632 pro forma adjustment for additional interest
expense.
34. Please revise the notes to the pro forma statement of operations to
include a tabular
summary showing how you calculated or determined the weighted average
shares
outstanding that were used to compute basic and diluted earnings per
share assuming both
no redemptions and maximum redemptions.
Unaudited Pro Forma Condensed Combined Statement of Operations for Helbiz, Inc.
and
MiMoto Smart Mobility S.r.l., page 150
35. Please revise to disclose Helbiz, Inc.'s historical weighted average
shares outstanding at
December 30, 2020. Also, revise to disclose pro forma weighted average
shares
outstanding giving effect to the MiMoto acquisition transaction and
provide footnote
disclosure explaining how pro forma weighted average shares were
calculated or
determined.
Business
Our Advantage, page 155
36. We note your disclosure cities have put a cap on the number of operators
in a city as well
as the number of vehicles per operator. Please clarify whether Helbiz
would be considered
one of these operators and whether these regulations apply to
companies in the micro-
FirstName LastNameZhigeng
mobility industry. (David) Fu
Comapany NameGreenVision Acquisition Corp.
37. Please provide support for the statement that you have become one of
the leading Italian
May 6,micro-mobility
2021 Page 7 operators, based on number of licenses and electric
vehicles authorized.
FirstName LastName
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
May 6, 2021NameGreenVision Acquisition Corp.
May 6,
Page 8 2021 Page 8
FirstName LastName
Intellectual Property, page 170
38. We note your disclosure that your success depends in part on your
continued ability to
license and use third-party technology that is integral to the
functionality of your products
and app. Please identify or describe the nature of such third-party
technology as it relates
to your products and app.
Partnerships, page 172
39. To the extent material, disclose whether you have entered into any
agreements with the
partners listed in your filing and include a summary of the material
terms of such
agreements, including the duration and termination provisions. Please
also provide similar
disclosure with respect to the contracts in place with your key
suppliers identified on page
174. In this regard, we note your disclosure that you depend upon a
limited number of
third parties to perform certain functions in your supply chain, some
of which are only
available from single sources.
Consolidated Statements of Operations and Comprehensive Loss, page F-26
40. Please revise to disclose the weighted average number of common shares
outstanding that
were used to compute basic and diluted earnings per share for each of
the periods
presented. Refer to ASC 260-10-45. Also, please revise to disclose the
number of
securities (i.e., warrants, options and convertible debt or equity
securities) that could
potentially dilute basic earnings per share in the future but that
were not included in the
computation of diluted earnings per share for the periods presented
because their impact
was anti-dilutive. Refer to the guidance in ASC 260-10-50-1(c).
Helbiz, Inc. Consolidated Audited Financial Statements for the Years Ended
December 31, 2020
and 2019
10. Common Stocks, page F-50
41. Your disclosure on page F-51 indicates that 600,000 shares of common
stock were
reserved for issuance under the 2020 CEO Performance Award. We also
note that the
CEO performance awards vest upon satisfaction of a service condition,
a market condition
and a performance condition and that the performance condition will be
satisfied on the
effective date of a registration statement of the Company filed under
the Securities Act for
the Company's listing. Please indicate whether the effectiveness of
the registration
statement on Form S-4 filed in connection with Helbiz's planned merger
transaction will
result in vesting of any portion of the 2020 CEO Performance Award. If
so, please
indicate the amount of compensation expense that will be recognized as
a result the
vesting and explain how this amount was determined.
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.
Zhigeng (David) Fu
GreenVision Acquisition Corp.
May 6, 2021
Page 9
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
May 6, 2021 Page 9
cc: Jie Chengying Xiu, Esq.
FirstName LastName