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United States securities and exchange commission logo
June 22, 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. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed June 9, 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
May 6, 2021 letter.
Amendment No. 1 to Preliminary Proxy on Schedule 14A Filed June 9, 2021
Following the closing of the Business Combination, what percentage of
the combined company
will the former GVAC public stockholders own?, page 3
1. Here and elsewhere, as
applicable, please disclose the sponsor and its affiliates total
potential ownership
interest in the combined company, assuming exercise and conversion
of all securities. In
this regard, we note that you have excluded the warrants that will be
convertible into common
stock of the combined company.
Risk Factors, page 40
2. Please disclose the
material risks to unaffiliated investors presented by taking
Helbiz public through a
merger rather than an underwritten offering. These risks could
include the absence of
due diligence conducted by an underwriter that would be subject to
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
June NameGreenVision Acquisition Corp.
22, 2021
June 22,
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liability for any material misstatements or omissions in a
registration statement.
Redemption Rights, page 83
3. We note your revised disclosure in response to comment 7 that
stockholders who acquire
shares after the record date "may not" be able to redeem their shares
upon consummation
of the business combination. Please further revise here, and elsewhere
in your
filing, including the letter to stockholders, to unequivocally state
that stockholders who
acquire shares after the record date will not be able to redeem their
shares or tell us why
you believe the "may not" characterization is appropriate.
Background to Negotiations with Helbiz, page 96
4. We note your revised disclosure in response to comments 8 and 10.
Please clarify which
party proposed the $300,000,000 valuation that was agreed upon in the
LOI and ultimately
used for the transaction, and provide more detail regarding the
related valuation
discussions that occurred during the negotiation of both the letter of
intent and the merger
agreement. We also note your disclosure that Colliers ultimately
recommended the
amount of consideration to be paid by GVAC, yet the $300,000,000
valuation appears to
have been determined on December 6, 2021, before GVAC had engaged
Colliers. In view
of this, please tell us why you believe it is appropriate to say that
Colliers ultimately
recommended the amount of the consideration.
5. Please disclose the reasons GVAC's board decided to obtain a fairness
opinion from
Colliers. Please also include disclosure noting that the fairness
opinion addresses fairness
to all shareholders as a group as opposed to only those shareholders
unaffiliated with your
sponsor or its affiliates.
6. We note your revised disclosure in response to comment 11. Please
disclose who selected
the potential PIPE investors and what relationships the PIPE investors
had to GVAC, your
Sponsor, Helbiz and its affiliates, and the placement agent, if any.
7. Please describe in more detail Ladenburg Thalmann's role in the
negotiations. To the
extent that GVAC engaged a financial advisor other than Colliers that
participated in the
negotiations, please include comparable disclosure for such advisor.
Lastly, please
identify by name the advisor that acted as placement agent for the
PIPE transaction.
8. We note the investor presentation filed as Exhibit 99.2 to the Form
8-K which GVAC
filed on February 8, 2021 that includes similar valuation analyses to
the analyses
discussed on pages 103-107 of your filing. Please tell us whether the
analyses included in
the presentation are different than the analyses described in your
filing. If so, please tells
us whether the board considered these analyses as a factor in
recommending that the
GVAC shareholders approve the transaction and include the additional
analyses in the
filing. If the analyses are different than those discussed in the
filing and the board did not
consider them, please tell us why and explain the material differences
in the analyses
included in the investor presentation as compared to the proxy
disclosure. Please also
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
June NameGreenVision Acquisition Corp.
22, 2021
June 22,
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disclose who prepared the presentation, and to the extent a placement
agent or financial
advisor prepared the presentation and provided it to GVAC, please
include the
information required by Item 1015(b) of Regulation M-A. Please also
provide
comparable disclosure regarding the projections included in the
investor presentation.
GreenVision's Board of Directors' Reasons for the Approval of the Business
Combination, page
101
9. Please discuss whether the board took into account the valuation of
Helbiz and the
consideration to be paid to its stockholders in the transaction in
recommending the
transaction and, if not, why not.
Certain Helbiz Projected Financial Information, page 107
10. Please disclose the date as of which the Helbiz projections were
prepared and clarify the
process used to prepare them.
11. Please disclose how and why the timeframe leading out to 2025
projected financial results
was selected. Disclose whether or not the projections are in line with
historic operating
trends and, if not, explain why the change in trends is appropriate.
With respect to the
material assumptions underlying the projections discussed on page 107,
please quantify
the strategic transactions and the potential costs of such financing
and any other relevant
quantitative disclosure relating to the other assumptions, as
applicable.
12. Please disclose the specific assumptions used to generate the revenue
and vehicle
forecasts in the table on page 110.
13. We note the disclaimer on page 108 that you are cautioned not to
rely on the projections
in making a decision regarding the Business Combination" and on page
109 that
"stockholders are cautioned not to place undue, if any, reliance on
these
projections." While it is acceptable to include qualifying language
concerning subjective
analyses, it is inappropriate to indicate that investors cannot rely
on disclosure. Please
revise accordingly
14. We note your cautionary statements on pages 108 and 109 regarding the
Helbiz
underperforming its revenue targets for 2021 and 2022. Please clarify
whether such risk
of underperformance extends to 2023, 2024 and 2025 as well.
Interests of Certain Persons in the Business Combination, page 110
15. We note your response to comment 18. In addition, please further
revise your disclosure
here and elsewhere in your filing, as applicable, to include:
the approximate dollar value of the Sponsor s ownership
interest in Helbiz based on
the transaction value and recent trading prices as compared to
the price paid; and
a statement clarifying if the Sponsor can earn a positive rate
of return on its
investment, even if other GVAC shareholders experience a negative
rate of return in
Zhigeng (David) Fu
GreenVision Acquisition Corp.
June 22, 2021
Page 4
the post-business combination company.
Non-GAAP Financial Measures
Contribution and Contribution Margin
Reconciliation of Non-GAAP Financial Measures, page 146
16. Please revise to reconcile the non-GAAP measures "contribution" and
"contribution
margin" to the most directly comparable GAAP measure which is gross
profit. It is the
staff's position that gross profit is the most comparable GAAP measure
even though this
measure has not been presented in the financial statements. Also,
please explain why you
believe it is appropriate to exclude recurring operating expenses
including amortization of
intangibles and fleet depreciation which are related to
revenue-generating activities in
computing these non-GAAP measures. Please also comply with this
comment in your
disclosures on pages 158 and 159. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K.
17. Please revise to also present and discuss the most directly comparable
measure GAAP
measures "gross profit", "gross profit margin", "net income" and "net
income
margin" with equal or greater prominence than the non-GAAP measures
"contribution", "contribution margin", "Adjusted EBITDA" and "Adjusted
EBITDA
margin". Please also comply with this comment in the disclosure on
pages 158 and 159.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of
the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures.
18. Your disclosure on page 146 indicates that contribution and
contribution margin show the
impact of Covid-19 restrictions during the first quarter of 2021.
Please tell us the
nature and amount of any adjustments for non-recurring operating
expenses made in
determining contribution and contribution margin which were made to
reflect the impact
of COVID-19. Also, please explain why you believe it is appropriate to
adjust for non-
recurring operating expenses such as the licensing of the Skip brand
and Skip permits to
operate e-scooters in Washington, DC. It appears these type of
operating expenses are
recurring, directly relate to your operations, and are necessary for
your revenue generating
activities. Refer to CF Disclosure Guidance Topic 9 for the use of
COVID-19 related
adjustments to determine Non-GAAP financial measures and Item
10(e)(1)(ii) of
Regulation S-K.
Pro Forma Condensed Combined Balance Sheet, page 170
19. The amounts of common stock subject to redemption and total stockholders
equity for
FirstName LastNameZhigeng (David) Fu
GreenVision Acquisition Corp. do not agree to the amounts in this entity
s March 31,
Comapany
2021NameGreenVision Acquisition
restated balance sheet. Please Corp.
revise this column of the pro forma
balance sheet so
these
June 22, 2021amounts
Page 4 agree to those in GreenVisions' restated March 31, 2021
balance sheet.
FirstName LastName
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
June NameGreenVision Acquisition Corp.
22, 2021
June 22,
Page 5 2021 Page 5
FirstName LastName
20. Reference is made to the ($58,967) adjustment to marketable securities
held in the trust
account included in the column "pro forma adjustments assuming maximum
redemption".
It appears that footnote 1(a) should be refenced to this adjustment
rather than footnote
(6). Please advise or revise as appropriate.
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 173
21. Refer to footnotes (5) and (7) - Please reconcile the amounts
disclosed in your footnotes to
the amounts of the adjustments presented for the minimum and maximum
redemption scenarios on the pro forma balance sheet at March 31, 2021.
22. Refer to footnote (1) Please revise footnote and adjustment (1) to
reflect the full
reclassification of the $59 million reflected in the trust account at
March 31, 2021 to cash.
Also, a separate pro forma adjustment should be made to the pro forma
balance sheet to
reflect the redemption of 3,838,447 shares of GVAC s common stock
that occurred on
May 12, 2021. Footnotes and adjustment (5), (6) and (7) should be
similarly revised.
GreenVision Acquisition Corporation Unaudited Condensed Consolidated Financial
Statements
For the Three Months Ended March 31, 2021 and 2020
Notes to Condensed Consolidated Financial Statements
Note 1. Description of Organization and Business Operations
Liquidity and Going Concern, page F-37
23. You disclose that on May 12, 2021 the Company had holders of 3,838,447
shares of
common stock properly exercise their right to redeem their shares for
cash at a redemption
price of approximately $10.21 per share for an aggregate redemption
amount of
$39,207,114, and $19,525,2018 remains in the trust account as of the
date the funds were
distributed. Please tell us and revise to disclose the amount of any
additional
redemptions that have occurred since May 12, 2021 and the date that
they were funded
from the trust account. Also, please disclose your expected ability to
meet the minimum
cash requirement of $15 million in order to close the business
combination with Helbiz.
Refer to ASC 855-10-50-2.
Helbiz Inc. Consolidated Financial Statements for the years ended December 31,
2020 and 2019
Consolidated Statements of Operations and Comprehensive Income, page F-56
24. As requested in comment 45, please revise your consolidated statement
of operations for
the years ended December 31, 2020 and 2019 to disclose the weighted
average number of
common shares outstanding that were used to compute basic and diluted
earnings per
share for each of these periods. Refer to the guidance in ASC
260-10-45. Also, please
revise to disclose the number of 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 they were anti-dilutive. Refer
to the guidance in
Zhigeng (David) Fu
GreenVision Acquisition Corp.
June 22, 2021
Page 6
ASC 260-10-50-1(c).
Notes to Consolidated Financial Statements
Note 10. Common Stocks
2020 CEO Performance Award, page F-81
25. In response to comment 41, you indicate that Helbiz considers the IPO
Date as the grant
date of the 2020 CEO Performance Award and that no award under the
2020 CEO
Performance Award will be vested as a result of the planned merger
transaction, which is
inconsistent with the disclosure on page F-81 which indicates that the
performance
condition under the award 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 revise
your disclosure with regard to this matter so it is consistent with
your response with
respect to the vesting requirement for the performance condition for
the 2020 CEO
Performance Award.
General
26. Please revise your disclosure throughout the filing to address the
impact of redemptions
on the non-redeeming shareholders and all possible sources and the
extent of dilution that
shareholders who elected not to redeem their shares in connection with
the May 12, 2021
vote to approve the Extension Amendment may experience in connection
with the
business combination, including:
the impact on the per share value of the shares owned by
non-redeeming shareholders
by including a sensitivity analysis showing a range of redemption
scenarios,
including the current redemption level and the maximum redemption
level. Please be
sure to include this disclosure in the Notes to the Pro Forma
Condensed Combined
Financial Information on page 169;
the impact of each significant source of dilution, including the
amount of equity held
by founders, convertible securities, including warrants retained by
redeeming
shareholders, at each of the redemption levels detailed in your
sensitivity analysis,
including any needed assumptions;
quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks to non-redeeming shareholders; and
disclose the effective underwriting fee on a percentage basis for
shares at each
FirstName LastNameZhigeng (David) Fu
redemption level presented in your sensitivity analysis related to
dilution. In this
Comapany regard,
NameGreenVision
we note thatAcquisition Corp.
it appears that underwriting fee remains
constant and is not
adjusted
June 22, 2021 Page 6 based on redemptions.
FirstName LastName
Zhigeng (David) Fu
FirstName LastNameZhigeng
GreenVision Acquisition Corp.(David) Fu
Comapany
June NameGreenVision Acquisition Corp.
22, 2021
June 22,
Page 7 2021 Page 7
FirstName LastName
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,
Division of
Corporation Finance
Office of Trade &
Services
cc: Jie Chengying Xiu, Esq.