0001079973-22-000422 | 10-K | XBRL Viewer

Accumulated other comprehensive (loss) income

Subscription Receivables

(4,033)

(621)

Accumulated deficit

(108,682)

(36,221)

TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(7,849)

(15,346)

53,623

6,360

Convertible Preferred Stock Series A [Member]

CONVERTIBLE PREFERRED STOCK

Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding

Convertible Preferred Stock Series B [Member]

CONVERTIBLE PREFERRED STOCK

Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding

4,040

Class A Common Stock [Member]

4,040

Common stock

101,454

24,872

Class B Common Stock [Member]

101,454

24,872

Common stock

Description of Business, Basis of Presentation and Going Concern

[1]	The amounts include principal and accumulated interests.

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
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
Convertible Preferred Stock Series A [Member]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,000,000	4,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Convertible Preferred Stock Series B [Member]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000	2,000
Preferred stock, shares issued	453	453
Preferred stock, shares outstanding	453	453
Class A Common Stock [Member]
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	285,774,102	285,774,102
Common stock, shares issued	16,289,209	20,359,154
Common stock, shares outstanding	16,289,209	20,359,154
Class B Common Stock [Member]
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	14,225,898	14,225,898
Common stock, shares issued	14,225,898	0
Common stock, shares outstanding	14,225,898	0

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 12,834	$ 4,418
Operating expenses:
Cost of revenues	33,846	7,870
Research and development	2,826	1,604
Sales and marketing	10,875	4,808
General and administrative	24,411	10,075
Total operating expenses	71,958	24,357
Loss from operations	(59,124)	(19,939)
Other income (expenses)
Interest expense, net	(4,291)	(2,232)
Gain on extinguishment of debts		2,739
Loss on extinguishment of debts		(930)
Change in fair value of warrant liabilities	(8,432)	(4,062)
Other financial income (expenses)	(274)	(135)
Total other expenses, net	(12,997)	(4,620)
Income Taxes	150	(14)
Net loss	(71,971)	(24,573)
Deemed Dividends and Deemed Dividends equivalents	$ (490)	$ (423)
Net loss attributable to common stockholders	$ (72,461)	$ (24,996)
Net loss per share attributable to common stockholders, basic and diluted	$ (2.91)	$ (1.35)
Net loss	$ (71,971)	$ (24,573)
Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments	(657)	38
Net loss and comprehensive income, excluded Series A Dividends	$ (72,628)	$ (24,535)

Statements of Convertible Preferred Stock and Stockholder's Deficit - USD ($) $ in Thousands	Convertible Preferred Stock Series A [Member]	Convertible Preferred Stock Series B [Member]	Class A Common Stock [Member]	Class B Common Stock [Member]	Common Stock [Member]	Subscriptionreceivables [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 6,200				$ 1,223		$ (11,224)	$ (2)	$ (10,003)
Beginning balance, Shares at Dec. 31, 2019					3,393,504
Retroactive Application of the conversion ratio applied on the reverse merger (Note 4)
Retroactive application of the conversion ratio 4.63 applied on the reverse merger, shares						15,727,326
Issuance of Convertible Series B Preferred stocks – Conversion of Series A	(3,091)	3,079
Issuance of Convertible Series B Preferred stocks – Sale		879
Issuance of common stock – for Settlement of 0% Convertible Notes and warrant					$ 1,430				1,430
Issuance of common stock for settlement of 0% convertible notes and warrant, shares					440,189
Sale of common stock					$ 5,508				5,508
Sale of common stock, shares					1,371,522
Share based compensation - for Issuance of Common Shares					$ 430				430
Share based compensation for Issuance of Common Shares, shares					97,908
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition
Issuance of Warrants - in conjunction with Convertible Notes issuance
Beneficial conversion features (BCF) - for Convertible Notes issuance
Issuance of Equity warrants					$ 1,091				1,091
Issuance of common stock – Exercise of Equity Warrants					$ 2,177	(1,904)			273
Issuance of common stock exercise of equity warrants, shares					479,916
Issuance of common stock – for Settlement of 10% Convertible Notes					$ 2,013				2,013
Issuance of common stock for settlement of 10% convertible notes, shares					619,105
Issuance of common stock – for Conversion of Series A Convertible Redeemable Preferred Stocks	(3,450)				$ 3,450				3,450
Issuance of common stock for conversion of series A convertible redeemable preferred stocks, shares					790,156
Issuance of common stock – for					$ 479				479
Issuance of common stock for exercise of warrant purchase agreement, shares					417,989
Issuance of common stock – for Settlement of Promissory Notes					$ 89				89
Issuance of common stock for settlement of promissory notes, shares					18,302
Issuance of common stock – for Settlement Vienna Warrants					$ 542	(5)			537
Issuance of common stock for Ssettlement vienna warrants, shares					95,921
Issuance of common stock – for Settlement of Other Liability Warrants					$ 989	(1,250)			(261)
Issuance of common stock for settlement of other liability warrants, shares					175,088
Issuance of common stock – for Exercise Series A Warrants					$ 586	(874)			(289)
Issuance of common stock for exercise series A warrants, shares					103,638
Share based compensation					$ 4,865				4,865
Share based compensation, shares					22,094
Dividends and dividend equivalents for Preferred Stockholders	341	82					(423)		(423)
Changes in currency translation adjustment								38	38
Net loss							(24,574)		(24,574)
Ending balance, value at Dec. 31, 2020		4,040	$ 24,872		$ 24,872	(4,033)	(36,221)	36	(15,346)
Ending balance, Shares at Dec. 31, 2020			20,359,154		20,359,154
Exchange of Class A Common Stock to Class B Common Stock				$ 0
Exchange of class A common stock to class B common stock, shares			(14,225,898)	14,225,898
Issuance of common shares – for Sale			$ 923						923
Issuance of common shares for sale, shares			127,116
Share based compensation - for Issuance of Common Shares			$ 73						73
Share based compensation for Issuance of Common Shares, shares			5,720
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition			$ 10,389						10,389
Issuance of common stock MiMoto Smart Mobility S.r.l Acquisitio, shares			1,057,740
Issuance of common stock – Exercise of Warrants			$ 22,864						22,864
Issuance of common stock exercise of warrants, shares			1,904,739
Issuance of common stock – for settlement of Lease			$ 1,747						1,747
Issuance of common stock for settlement of Lease, shares			177,827
Issuance of common stock – Commitment shares for Convertible Notes issuance			$ 1,598						1,598
Issuance of common stock commitment shares for convertible notes issuance, shares			150,000
Issuance of Warrants - in conjunction with Convertible Notes issuance			$ 2,245						2,245
Share based compensation - for Convertible Note issuance			$ 256						256
Share based compensation for convertible note issuance, shares			25,000
Beneficial conversion features (BCF) - for Convertible Notes issuance			$ 4,187						4,187
Settlement of Subscription Receivables						4,033			4,033
Share based compensation			$ 7,379						7,379
Share based compensation, shares			405,506
Dividends and dividend equivalents for Preferred Stockholders		490					(490)		(490)
Issuance of common stock – for Conversion of Series B Convertible Redeemable Preferred Stocks		(4,530)	$ 4,530						4,530
Issuance of common stock for conversion of series B convertible redeemable preferred stocks, shares			1,313,754
Reverse recapitalization and issuance of PIPE units			$ 20,392						20,392
Reverse recapitalization and issuance of PIPE units, shares			4,988,551
Changes in currency translation adjustment								(657)	(657)
Net loss							(71,971)		(71,971)
Ending balance, value at Dec. 31, 2021			$ 101,454				$ (108,682)	$ (621)	$ (7,849)
Ending balance, Shares at Dec. 31, 2021			16,289,209	14,225,898

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net loss	$ (71,971)	$ (24,573)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	6,640	2,355
Loss on disposal of assets	378	838
Non-cash Interest expenses	3,576	2,206
Change in fair value of Warrant liabilities	8,432	4,062
(Gain) or Loss on extinguishment of Debts		(1,809)
Share-based compensation	7,379	4,865
Other non-cash items	1,490	112
Changes in operating assets and liabilities:
Prepaid and other current assets	(8,887)	(653)
Security deposits	(536)	(331)
Accounts receivable	(293)	314
Accounts payable	6,967	1,046
Accrued expenses and other current liabilities	3,733	160
Other non current liabilities	101
Net cash used in operating activities	(42,991)	(11,408)
Investing activities
Purchase of property, equipment, and deposits	(9,366)	(4,048)
Purchase of intagible assets	(347)	(382)
Acquisition of business, net of cash acquired	(1,984)
Proceeds from repayment of Receivable, due from related party – Officer		1,382
Net cash used in investing activities	(11,697)	(3,048)
Financing activities
Proceeds from issuance of financial liabilities, net	51,167	6,481
Repayment of financial liabilities	(5,064)	(1,750)
Proceed from exercise of warrants	7,631	1,088
Proceeds from sale of Convertible Series B Preferred Stock		985
Proceeds from settlement of Subscription receivables	4,033
Proceeds from sale of Class A common shares, net	923	6,809
Proceeds from Business Combination and PIPE financing	20,281
Payments of offering costs and underwriting discounts and commissions	(3,024)
Net cash provided by financing activities	75,947	13,613
Increase (decrease) in cash and cash equivalents, and restricted cash	21,259	(843)
Effect of exchange rate changes	(797)	27
Net increase (decrease) in cash and cash equivalents, and restricted cash	20,462	(818)
Cash and cash equivalents, and restricted cash, beginning of year	790	1,608
Cash and cash equivalents, and restricted cash, end of year	21,252	790
RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET
Cash and cash equivalents	21,143	757
Restricted cash, included in Other Assets, non-current	109	33
Total cash and cash equivalents, and restricted cash	21,252	790
Supplemental disclosure of cash flow information
Interest, net	666	27
Income taxes, net of refunds	28
Non-cash investing & financing activities
Issuance of Class A common shares – Exercise of Warrant Derivative Liabilities, Fair Value	15,233
Issuance of common shares – for settlement of Lease	1,747
Issuance of common shares – for settlement of Current financial liabilities	12
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition	10,389
Issuance of common shares – for Preferred share conversion	4,530
Issuance of common stock – Commitment shares for Convertible Notes issuance	1,854
Issuance of Warrants - in conjunction with Convertible Notes issuance	2,245
Beneficial conversion features (BCF) - for Convertible Notes issuance	4,187
Convertible debts converted into Common Shares		3,604
Convertible Preferred Stock Series A converted into Common Shares		3,781
Convertible Preferred Stock Series A converted into Convertible Preferred Stock Series B		3,208
Common Shares issued for warrant exchanged recorded as Subscription Receivables		4,033
Short term financial debts converted into Common Shares		180
Vehicle Deposit, included in Account Payable	309
Prepaid expenses related to D&O insurance, included in Account Payable	2,548
Issuance of Class A common shares (PIPE units) - for settlement of Promissory Notes	$ 5,000

Description of Business, Basis of Presentation and Going Concern

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

1. Description of Business, Basis of Presentation and Going Concern

Description of Business

Helbiz, Inc. and Subsidiaries, (“Helbiz” or the “Company”) was incorporated in the state of Delaware in October 2015 with headquarter in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport. Beginning in 2020, the Company increased its services offered to customers by including monthly subscriptions for accessing its network of electric vehicles. On April 1, 2021, the Company, through the acquisition of MiMoto Smart Mobility S.r.l, added electric mopeds on its sharing services offer (See Note 3. MiMoto Smart Mobility S.r.l. – Acquisition).

Founded on a proprietary technology platform, the Company offers a sharing economy for electric scooters bikes and mopeds. Through its Mobility App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. The Company currently has a strategic footprint in growing markets with offices in New York, Milan, and Belgrade, with additional operational teams around the world. The Company currently has electric vehicles operating in the United States and Europe.

Recent events

During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distribution of contents including live sport events. The Company developed a new App, Helbiz Live, separated from the Mobility App. Starting from August 2021, the Company is broadcasting the Italian Serie B Soccer League in Italy, United States, and Serbia.

During 2021, the Company also decided to expand its product offering. In detail during July 2021, the Company launched a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals, in Milan, the service is available through the Helbiz Mobility App.

Business Combination and Organization

On August 12, 2021, Helbiz consummated a business combination, by and among GreenVision Acquisition Corp. (“GRNV”) and its subsidiary, Helbiz Holdings Inc (name of Helbiz, Inc. as private Company, before August 12, 2021) and Salvatore Palella (as representative of the shareholders of Helbiz Holdings Inc.). On the Closing Date, GRNV changed its name to Helbiz, Inc. as the name of the entity surviving the business combination. Refer to Note 4. GreenVision Acquisition Corp. – Reverse Merger, for further information.

Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 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.

Going Concern

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 may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion plan and related operations. Successful transition to attaining profitable operations is dependent 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 and expansion plan 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 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.

Significant Accounting Policies and Use of Estimates

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies and Use of Estimates

2. Significant Accounting Policies and Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US 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 common stock, warrant and financial instruments at fair value, useful lives of property and equipment, including scooters and valuation allowance for deferred income taxes.

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.

Reclassifications

Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current consolidated financial statement presentation. These reclassifications had no impact on net loss including stockholders’ deficit or cash flows as previously reported. In detail, the Company reclassified the Security deposit balance of $416 as of December 31, 2020, from Current assets to Other assets and the Intangible assets balance of $167 as of December 31, 2020, from Other assets to Intangible assets, net.

Segment Information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer, Salvatore Palella, is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance

For the year-ended December 31, 2020, the Company has determined to have operated in only one segment, the Mobility. While for the year ended December 31, 2021, the Company has determined that it operates in two operating segments, Mobility and Media. During the years ended December 31, 2021, and 2020, the Company generated revenues in US and Europe and as of December 31, 2021, and 2020, the Company had material assets located outside of the United States, mainly in Italy.

Revenue Recognition

All of the Company’s revenues are recognized in accordance with Accounting Standards Codification Topic 606 (“ASC 606”). We periodically reassess our revenue recognition policies as new offerings become material.

Mobility Revenues

During the year-ended December 31, 2020, and 2021, the Company generates revenues from its network of sharing electric vehicles that offer access to a variety of transportation options mainly through Helbiz Mobility Platform (“Mobility Revenues”). The company identified three revenue streams:

Pay per ride

Mobility Subscriptions

Partnerships fees

Pay per ride and Mobility subscriptions: The Company applied the following steps:

1. Identification of the Contract, or Contracts, with a Customer. The Company considered the Terms of Conditions (“ToC”) accepted by riders in identifying the contracts. The ToC defines the fees charged, each party’s rights and obligations and payment terms.

Pay per ride - In accordance with the ToC, an agreement exists between the rider and the Company when the rider has the ability to use the unlocked vehicle. The duration of the contract is equal to the length of a single ride.

Mobility subscriptions - The contract exists when the customer accepts the ToC via the Mobility App and pays the monthly fees. The duration of the contract is 30 days.

2. Identification of the Performance Obligations in the Contract.

Pay per ride - each ride is considered a separate performance obligation as each transaction is capable of being distinct.

Mobility subscriptions – the Company has one performance obligation: the availability of electric vehicles in specific geofences.

3. Determination of the Transaction Price. The Company earns fees from the riders based on the sum of unlocking fee, and per minute fees or subscription fees. Based on the nature of each contract the entire amount of consideration received from the riders is included in the transaction price.

Sales Taxes: The Company excludes all sales taxes assessed by governmental authorities from the measurement of the transaction price. A liability is recorded upon completion of each ride.

Helbiz Wallet: The Company has short-term payables to Customers generated by pre-payments made by customers for future rides. The Company does not record any significant Financing Component given that the customer paid for the services in advance, and the timing of the transfer of those services is at the discretion of the customer.

4. Allocation of the Transaction Price to the Performance Obligations in the Contract. No allocation of the transaction price is required.

5. Recognition of Revenue when, or as, the Company Satisfies a Performance Obligation.

Pay per ride - The Company recognizes revenue upon completion of each ride as its performance obligation is satisfied.

Mobility subscriptions – The Company recognizes revenue on a straight-line basis over the subscription period.

i) Customer Credit: The Company does not have contractual provisions related to customer’s rights for services provided. However, the Company may issue, at its sole discretion, credits to customers for future rides when a customer is not satisfied by the services received. Credits are issued as Promotional Codes and they have a short expiration, usually within a week. The value of those credits is recorded as reduction of revenues when the credits are used by customers. Customer credits are not material to the Company’s operations.

ii) Chargebacks: The Company’s third-party payment processing provider processes chargebacks that are initiated by customers. The value of those credits is recorded as reduction of revenues when the chargeback is completed. Chargebacks are not material for years ended December 31, 2021, and 2020.

Revenue from Prepaid rides sold to customers are deferred and recognized when the ride takes place.

Partnership fees: the partnership fees are mainly related to co-branding activities on Helbiz fleet and marketing campaigns on Mobility App. Those fees are recognized as revenues on a straight-line basis over the contractual period, in line with the satisfaction of the related performance obligations. During the contractual period, the Company is primarily responsible for fulfilling its obligations, which are: (i) to provide a space in the Mobility App visible by riders for the in-App marketing campaigns, or (ii) to co-brand the electric vehicles, for the co-branding activities.

Media Revenues

During 2021, the Company decided to enter into a new business line: the international distribution and broadcasting of media contents, including live sports events. As a result, the Company recorded revenues in the following streams:

Commercialization of Media rights (B2B)

Live Subscriptions (B2C)

Advertising fees

Commercialization of Media rights (B2B): Media Revenues are mainly composed by international commercialization and distribution of media contents to media partners, in the Business to Business (“B2B") environment. In detail, the Company recorded revenues in connection with the commercialization of the rights to broadcast, outside of Italy, the Italian Lega Serie BKT football (“LNPB”).

The Company applied the following steps to achieve the core principle of ASC 606.

1. Identification of the Contract, or Contracts, with a Customer. The Company has signed an agreement with each media partner, who operates in the broadcast and media market.

2. Identification of the Performance Obligations in the Contract. The Company is responsible for delivering the media contents to the media partner. As a result, the Company identified only one performance obligation: the delivery of media contents to the media partner.

3. Determination of the Transaction Price. The Company analyzed the following criteria, using management judgement, to determine if the Company is acting as Principal or Agent in those transactions.

i) Controlling the goods or services before it is transferred to customers. The Company, in all active agreements, is the only entity responsible for providing the service to the media partners. In detail, the Company obtained the media contents rights from LNPB and controlled the rights, before entering into agreements with media partners. Additionally, based on the service agreements, the Company is the only responsible for providing the media contents to the media partners.

ii) Inventory Risk. ASC 606 clarifies that an entity might have inventory risk in a service arrangement if it is committed to pay the service provider even if the entity is unable to identify a customer to purchase the service. As described in the criteria “Controlling the goods or services before it is transferred to customers” the Company obtained the audiovisual rights from LNPB before entering into agreements with media partners.

iii) Discretion in establishing prices. Based on the agreement with LNPB, the Company has full discretion in determining the price and payment terms.

The Company concluded that it acts as Principal in those service agreements as it obtained control over the media content rights, it has inventory risk, and it has discretion in establishing the prices. As result, the Company is entitled to recognize the gross selling price as transaction price.

In addition, the Company excludes all sales taxes and withholding taxes required by governmental authorities from the measurement of the transaction price.

4. Allocation of the Transaction Price to the Performance Obligations in the Contract. As explained above, 2. Identification of the Performance Obligations in the Contract, the Company determined that the contract contains only one performance obligation, as a result, there is no allocation of the transaction price.

5. Recognition of Revenue when, or as, the Company Satisfies a Performance Obligation. The Company identified one performance obligation: the delivery of media contents. Revenues are recognized ratably over the licensing period in conjunction with the distribution of the media contents to the media partners.

Live subscriptions (B2C): For the broadcasting of the media contents, the Company entered not only in the B2B environment but also in the Business to Customer (“B2C”) environment, through the launch of its entertainment App, Helbiz Live. In this environment, the subscriptions revenues are related to agreements with final customers. In detail, every time the customers accept the Terms of Conditions (“ToC”), included in the Helbiz Live App, and pay the monthly or annual fees the Company identified the presence of a formal agreement. The performance obligation related to the mentioned agreements is represented by the availability of the media contents to the final customer. As a result, in accordance with the principles described by ASC 606 “Revenue Requirements from Subscription Business”, the Company recognizes revenues over time by measuring the progress of occurrence of the media contents, toward complete satisfaction of the performance obligation.

Advertising Fees: The advertising revenues are related to agreements with partners for advertising activities in the Company’s entertainment App: Helbiz Live. Those fees are recognized as revenues on a straight-line basis over the contractual period with the partner, in line with the satisfaction of the related performance obligation. In detail, the Company is only responsible for fulfilling its obligation to provide a space in the Helbiz Live App, during the live contents.

Other revenues

The Company also generated revenues from food delivery offerings and from a licensing agreement. Those fees are recognized as revenues on a straight-line basis over the contractual period, in line with the satisfaction of the related performance obligations, as defined in ASC 606.

Cost of revenues

Cost of revenues primarily consists of operative costs related to the Mobility and Live offerings.

Costs incurred in connection to Mobility offerings include but is not limited to: personnel-related costs, credit card processing fees, battery charging costs, electric vehicles repair and maintenance costs, van and warehouses under operating leases, data center and networking expenses, mobile device and service costs, ride insurance costs, depreciation of rental vehicles, amortization of platform development costs, amortization of Government relationships acquired through the acquisition of MiMoto, and certain direct costs and amortization related to the obtainment of operating licenses.

Costs incurred in connection to Live offerings includes contents licensing, access cost, licensing and credit cards processing fees.

Research and development

Research and development expenses primarily consist of personnel-related compensation costs for employees in engineering and product development, both internal and external. Such expenses include costs related to the Company’s technology initiatives, as well as expenses associated with ongoing improvements to existing products and platforms. Research and development expenses are expensed as incurred.

Sales and marketing

Sales and marketing expenses primarily consist of advertising expenses, business development expenses, customer support costs, product marketing costs, personnel-related compensation costs and depreciation expense of customer relationship acquired with the MiMoto’s acquisition. Sales and marketing costs are expensed as incurred.

General and administrative

General and administrative expenses primarily consist of personnel-related compensation costs, professional service fees, bank fees, depreciation expense of property and equipment other than rental vehicles or related to them, offices rent, administrative fees, D&O insurance, and other corporate costs.

Income Taxes

Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. The Company periodically reviews the recoverability of deferred tax assets recorded on the consolidated balance sheet and provides valuation allowances as deemed necessary to reduce such deferred tax assets to the amount that will, more likely than not, be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31, 2021, and 2020.

Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules.

Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination of the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax expense in the period in which such determination is made.

The amount of deferred tax provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted.

A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

The Company’s policy is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense in the Consolidated statements of operations and comprehensive loss. As of December 31, 2021, and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company accounts for forfeitures when they occur. The fair value of stock-based awards, granted or modified, is determined on the grant date at fair value, using appropriate valuation techniques.

Service-Based Awards

The Company records stock-based compensation expense for service-based stock options and restricted stock on a straight-line basis over the requisite service period. For stock options with only service-based vesting conditions, the Company utilizes Black-Scholes option-pricing model as valuation model, which incorporates the following assumptions:

Expected stock price volatility: the Company estimates the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of its own shares or comparable publicly traded companies in our industry group.

Expected term: it represents the period of time that the options are expected to be outstanding and is estimated using the midpoint between the requisite service period and the contractual term of the option.

Risk-free interest rate: based on the U.S. Treasury yield curve in effect at the time of grant with a term equal to the expected term.

Expected dividend yield: the Company has not paid and do not anticipate paying dividends on common stock, as a result is 0.0%.

For restricted stock, granted under the employee stock purchase plan, subject only to a service condition for vesting, the Company measures the awards based on the market price of its common stock at the grant date.

Performance-Based Awards

The Company has granted common stock that vest upon the satisfaction of a performance condition. The performance-based conditions generally are satisfied upon achieving specified performance targets, such as our financial or operating metrics, and/or the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an initial public offering (“IPO”). The Company records stock-based compensation expense for performance-based equity awards only if performance-based conditions are considered probable to be satisfied.

Market-Based Awards

We have granted stock options that vest only upon the satisfaction of all the following conditions: service-based conditions, performance-based conditions, and market-based conditions. The performance-based condition is satisfied upon achieving specified performance targets, such as the occurrence of a qualifying event, as described above for performance-based awards. The market-based conditions are satisfied upon the achievement of specified Company’s market valuations.

For market-based awards, the Company determined the Business Combination date as the grant-date of the award. At the grant-date, the Company measured the fair value of the awards utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. The Company estimated the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly traded companies in its industry group. The Company estimated the expected term based on various exercise scenarios. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company recorded stock-based compensation expense for market-based equity awards such as stock options on an accelerated attribution method over the requisite service period, and only if performance-based conditions are considered probable to be satisfied. We determine the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, using the longer of the two service periods as the requisite service period.

Concentration of Credit Risk

Cash and cash equivalents, restricted cash are potentially subject to credit risk concentration. Cash and cash equivalents and restricted cash consist of cash deposits which typically exceed insured limits and are placed with international financial institutions. The Company has not experienced any material losses related to these concentrations during the periods presented.

Cash and Cash Equivalents

The Company maintains cash in bank deposits in different currencies, mainly the U.S. Dollar and Euro.

Foreign Currency

The Company has operations in foreign countries whose functional currency is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate applicable during the period. Translation gains and losses are included as a component of accumulated other comprehensive loss in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income and expenses in the accompanying consolidated statements of operations and comprehensive loss when incurred.

Property and Equipment

Property and equipment consist of equipment, computers and software, furniture and fixtures, and rental escooters, ebikes and emopeds. Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for property and equipment commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.

The table below, shows the useful lives for the depreciation calculation using the straight-line method:

Useful Lives
Equipment			5 years
Computers and Software			3 years
Furniture and fixtures			7 years
Rental ebikes			2 years
Rental escooters			1 – 1.5 years
Rental emopeds			4 years

Leasehold improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets.

Vehicle Deposits

Vehicle Deposits consist of capital advances made in connection to purchase orders submitted to vehicle’s manufacturers. The Company analyzed the nature of the deposits and classified as non-current assets the deposits expected to be converted into fixed assets, such as new Mobility vehicles.

Acquisitions

The Company accounts for acquisitions of entities or asset groups that qualify as businesses using the acquisition method of accounting. In detail, the acquisition method required that the purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, the quantitative impairment test will be required. Alternatively, the Company may bypass the qualitative assessment and perform a quantitative impairment test. During the annual qualitative assessment, no impairment loss has been identified for the periods presented.

Intangible assets, net

Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to three years. Intangible assets resulting from the acquisition of entities are accounted for using the purchase method of accounting based on management’s estimate of the fair value of assets received.

Intangible assets, net is mainly composed by operating permits and licenses awarded by the Company, which allow the Company to operate operating the sharing business. The Company tests intangible assets for impairment whenever events or changes in circumstances (qualitative indicators) indicate that intangible assets might be impaired.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include: significant changes in performance relative to expected operating results, changes in asset use, negative industry or economic trends, and changes in the Company’s business strategy. The Company measures recoverability of these assets first by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If such assets or asset groups are considered to be impaired, an impairment loss would be recognized if the carrying amount of the asset exceeds the fair value of the asset.

Fair Value of Financial Instruments and Fair Value Measurements

The Company determines the fair value of financial assets and liabilities using the fair value hierarchy established in the accounting standards. The hierarchy describes three levels of inputs that may be used to measure fair value, as follows:

Level 1 — Quoted prices in active markets for identical assets and liabilities.

Level 2— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, warrants, convertible debts, equity compensation, common stocks, promissory notes, and accounts payable. Management believes that the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debts approximate the fair value due to the short-term nature of those instruments. Warrants are classified as Level 3 in the fair value hierarchy as they are valued using significant unobservable inputs or data in inactive markets. The Company uses a third-party valuation specialist to assist management in its determination of the fair value of its Level 3. These fair value measurements are highly sensitive to changes in these significant unobservable inputs and significant changes in these inputs would result in a significantly higher or lower fair value.

The fair value of the shares of common stock underlying the stock option has historically been determined by using a third-party valuation specialist to assist management in its determination. Management determines the fair value of the Company’s common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of redeemable convertible preferred stock to unrelated third parties, the Company’s operating and financial performance, the lack of liquidity of common stock, and general and industry specific economic outlook, amongst other factors.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and subsequently remeasured at each balance sheet date thereafter.

Financial Liabilities

The Company accounts Financial Liabilities between Current and Non-current liabilities based on the re-payment terms and conditions.

At the issuance of each financial instrument the Company evaluates the presence of: embedded derivatives, beneficial conversion features, other instruments issued in conjunction of the financial transactions such as warrants. In case the Company identified more than one financial instrument or embedded derivatives, the Company allocates the gross proceeds, at issuance date. For subsequent measurement of embedded derivatives and warrants classified as liability the Company followed the applicable authoritative guidance which required subsequent adjustments of the instruments at fair value with impact on the Consolidated Statement of Operations.

Net Loss Per Share Attributable to Common Stockholders

The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses.

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, net of shares of common stock held in escrow account. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Accounting Pronouncement Adopted in the Current Year

In January 2020, the FASB issued ASU No. 2020-01, "Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815", which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. Effective on January 1, 2021, the Company adopted this standard, which did not have a material impact on the consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. The Company plans to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. While the Company is currently reviewing its lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, it expects that its non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on the Company’s consolidated balance sheets. The Company is currently assessing the impact of this accounting standard on its shared vehicles revenues and rental leases.

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. This new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years with early adoption permitted. The Company will adopt this standard effective January 1, 2022, using the modified retrospective method. In the consolidated balance sheets, the adoption of this new guidance is estimated to result in:

an increase of approximately $3.4 million to the total carrying value of the convertible notes to reflect the full principal amount of the convertible notes outstanding net of issuance costs,

a reduction of approximately $4.2 million to additional paid-in capital to remove the equity component separately recorded for the beneficial conversion features associated with the convertible notes, and

a cumulative-effect adjustment of approximately $0.8 million to the beginning balance of accumulated deficit as of January 1, 2022.

In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”) which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, ASU 2021-04 requires the issuer to treat a modification of an equity-classified warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. ASU 2021-04 should be applied prospectively to modifications or exchanges occurring after the effective date. Either the full or modified retrospective adoption method is allowed. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-8, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. This new standard will be effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.

MiMoto Smart Mobility S.r.l. – Acquisition

12 Months Ended

Dec. 31, 2021

Mimoto Smart Mobility S.r.l. Acquisition

MiMoto Smart Mobility S.r.l. – Acquisition

3. MiMoto Smart Mobility S.r.l. – Acquisition

On April 1, 2021 (“Acquisition date”), the Company acquired 100% of the equity interest of MiMoto Smart Mobility S.r.l. (“MiMoto”), a dockless e-moped sharing private company based in Milan, Italy. The acquisition is expected to contribute to the growth of the Company’s core business through the offering of e-moped solution to riders.

The acquisition of MiMoto has been accounted for as a business combination. The purchase price of the acquisition has been estimated to $12,544 (paid in 1,057,740 shares of the Company’s common stock assuming a retroactive application of the conversion ratio, and $2,155 in cash). The fair value of the Company’s Common Stocks issued to MiMoto shareholders have been estimated assuming a “Public Company scenario”. The Company assigned a 100% probability to the mentioned scenario. The Company valued the estimated equity value at listing date using a discount rate, derived from the capital asset pricing model (“CAPM”). On April 1, 2021, the discount rate applied was 7.4% and the equity value estimate was driven from the trading price of GRNV stock and expected conversion ratio with Helbiz common shares. Fair value measurements are highly sensitive to changes in these inputs; significant changes in these inputs would result in a significantly higher or lower fair value.

The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed, prepared with the assistance of a valuation specialist, at the Closing Date, April 1, 2021.


Government relationships	$	1,870
Customer relationships		887
Other current Assets		169
Cash and cash equivalents		168
Security Deposits		143
Property and Equipment, net		111
Account Receivables		62
Other non-current Assets		11
Total identifiable assets acquired	$	3,421
Deferred tax liabilities		(184	)
Financial liabilities		(920	)
Other liabilities		(928	)
Total Liabilities assumed	$	(2,032	)
Goodwill		11,155
Total acquisition consideration	$	12,544

Acquisition costs were immaterial and are included in general and administrative expenses in the consolidated statements of operations.

Goodwill - not deductible for tax purpose - is primarily attributable to the expected synergies and monetization opportunities arising from the acquisition, including the ability to obtain further licenses in the electric sharing environment and gain efficiencies with the use of MiMoto’s know-how, technology, and existing processes. Being MiMoto a foreign subsidiary where the local currency (Euro) represents the functional currency, the Company recorded a negative translation adjustment of $459 on the Goodwill, as separate component of accumulated other comprehensive loss for the year ended on December 31, 2021.

Government relationships and Customer relationships accounted as Intangible Assets are amortized on a straight-line basis over their estimated useful life, 3 years. Government relationships represent the operating e-mopeds sharing agreements with municipalities, entered by MiMoto in previous years. Customer relationships represent the customer based owned by MiMoto through its platform.

The results of operations for the acquired business have been included in the consolidated statements of operations for the period after the Company's acquisition of MiMoto: April 1, 2021.

Revenues and Net Loss of MiMoto included in the Company’s consolidated statement of operations from the acquisition date through December 31, 2021, are as follows.


	For the period April 1, 2021, to December 31, 2021
Revenues	$	804
Net Loss		(1,470	)

Pro forma consolidated revenues and earnings for the twelve months ended December 31, 2021, and December 31, 2020, calculated as if MiMoto had been acquired as of January 1, 2020, are as follows.

MiMoto had been acquired
	(unaudited) Year Ended December 31,
	2021			2020
Revenues	$	13,019		$	5,443
Net Loss		(72,652	)		(26,472	)

The pro forma adjustments reflect the transaction accounting adjustments, in accordance with U.S. GAAP. No autonomous entity adjustments have been identified and recorded as pro forma adjustments. Additionally, the pro forma adjustments do not reflect management’s adjustments for potential synergies and dis-synergies. The pro forma combined financial statements do not necessarily reflect what the combined results of operations would have been had the acquisition occurred on the dates indicated. In detail, the pro forma adjustments are mainly related to the amortization of Government and Customer relationships, alignment of MiMoto accounting policies to the Company’s accounting policies and elimination of intercompany transactions. They also may not be useful in predicting the future results of operations of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

GreenVision Acquisition Corp. – Reverse Merger

12 Months Ended

Dec. 31, 2021

Greenvision Acquisition Corp. Reverse Merger

GreenVision Acquisition Corp. – Reverse Merger

4. GreenVision Acquisition Corp. – Reverse Merger

On August 12, 2021 (the “Closing Date”), the business combination between Helbiz and GRNV was closed. In connection with the execution of the business combination GRNV closed a PIPE Investment by entering into subscription agreements with investors for an aggregate of 2,650,000 GRNV units at $10.00 per unit, amounted to $26.5 million of gross proceeds, of which proceeds $5 million was in the form of cancelation of Helbiz Holdings Inc. promissory notes. Each unit consisted of one Class A Common Stock and a warrant to purchase one Class A Common Stock exercisable at $11.50.

As a result of the aforementioned business combination, each Helbiz Holdings share, and stock option issued and outstanding immediately prior to the business combination date were canceled and automatically converted into the right to receive 4.63 (the “conversion ratio”) GRNV shares or stock options of the respective class.

The business combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded. Based on the analysis performed, GRNV is treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Helbiz Holdings having the ability to appoint a majority of the initial Board of the combined entity, Helbiz Holdings’ senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Helbiz Holdings comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the business combination was treated as the equivalent of Helbiz issuing shares for the net assets of GRNV, accompanied by a recapitalization.

The following table summarizes the Company’s net assets acquired through the consummation of the business combination on August 12, 2021.


Cash and cash equivalents	$	20,281
Subscription receivable – PIPE Investment in the form of cancelation of Helbiz Holdings promissory notes		5,000
Prepaid expenses and other current assets		739
Liability Warrants		(1,958	)
Liabilities toward Helbiz		(570	)
Accounts payable and accrued expenses		(54	)
Net Asset Acquired, excluding Helbiz transaction costs	$	23,438

Helbiz transaction costs		(3,046	)

Net Asset Acquired from the business combination		20,392

The Liabilities assumed by Helbiz as result of the business combination are mainly related to the Warrants classified as Liabilities and amounted to $1,958 on August 12, 2021. The Warrant liabilities are composed of the following:

	(a)	2,100,000 Private Warrants issued to GRNV Sponsors (“GRNV Sponsor Private Warrants”). Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, (see Note 14. Current and Non-current Financial liabilities, net). At the closing date, the fair value of these Private Warrants recorded as a liability were $1,829.
	(b)	287,500 Private Warrants issued to GRNV’s underwriter, I-Bankers Securities, Inc. (“GRNV Underwriter Private Warrants”). Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $12.00 per share, (see Note 14. Current and Non-current Financial liabilities, net). At the closing date, the fair value of the 287,500 Private Warrants recorded as liability was $129.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue Recognition

Revenue Recognition

5. Revenue Recognition

The table below shows the revenues breakdown for the year ended on December 31, 2021, and on December 31, 2020.

Revenue recognition
	Year Ended December 31,
	2021		2020
Mobility Revenues	$	9,907	$	4,208
Pay per ride		7,793		3,354
Mobility Subscriptions		1,450		419
Partnerships fees		664		435
Media Revenues	$	2,770		—
Commercialization of Media rights (B2B)		1,961		—
Advertising fees		502		—
Live subscriptions (B2C)		307		—
Other Revenues	$	156	$	210
Total Revenues	$	12,834	$	4,418

The table below shows the Deferred revenues roll-forward from January 1, 2020, to December 31, 2020, and from December 31, 2020, to December 31, 2021.

Deferred revenues
Deferred Revenues	December 31, 2019		Additions		2020 Revenues			FX rate Adj			December 31, 2020

Mobility		362		2,001		(2,217	)					146
Other		216		—		(205	)		(11	)		—
Total	$	578	$	2,001	$	(2,422	)	$	(11	)	$	146

Deferred Revenues	December 31, 2020		Additions		2021 Revenues			FX rate Adj		December 31, 2021

Mobility		146		4,029		(2,996	)		4		1,183
Media		—		402		—			—		402
Total	$	146	$	4,431	$	(2,996	)	$	4	$	1,585

Deferred revenues related to prepaid customer wallet will be recorded as Mobility Revenues when riders will take a ride or make a subscription, while deferred revenues related to Media will be mainly recorded as Revenues in the first six months of 2022.

Contract assets – Media rights

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Contract assets – Media rights

6. Contract assets – Media rights

As of December 31, 2021, contract assets amounted to $2,758 are composed by media rights to commercialize and broadcast sport events (live and highlights). The table below shows the Contract assets roll-forward from December 31, 2020, to December 31, 2021.

Contract assets roll forward
Contract assets	December 31, 2020		Additions		2021 COGS			December 31, 2021

Media		—		10,811		(8,053	)		2,758
Total	$	—	$	10,811	$	(8,053	)	$	2,758

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (b)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Prepaid and other current assets

12 Months Ended

Dec. 31, 2021

Prepaid and other current assets

7. Prepaid and other current assets

Prepaid and other current assets consist of the following:

Prepaid and other current assets
	Year Ended December 31,
	2021		2020
D&O Insurance	$	3,133	$	—
VAT		2,992		169
Prepaid		1,448		671
Other current assets		99		326
Total prepaid and other current assets	$	7,672	$	1,166

Prepaid and other current assets include:

•

D&O Insurance related to one-year agreements entered with third-party underwriters on August 12, 2021

•

VAT receivables mainly related to the Italian VAT (22%), recorded by Media business line, in conjunction with the payments of the Media licensing agreement

Property, equipment and deposits, net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, equipment and deposits, net

8. Property, equipment and deposits, net

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

Property and equipment
	December 31,			December 30,
	2021			2020
Sharing electric vehicles	$	9,348		$	5,093
Furniture, fixtures, and equipment		1,714			545
Computers and software		1,020			875
Leasehold improvements		116			81
Total property and equipment, gross		12,198			6,594
Less: accumulated depreciation		(7,510	)		(2,871	)
Total property and equipment, net	$	4,688		$	3,723
Vehicle deposits		2,928			—
Total property, equipment and deposits, net	$	7,616		$	3,723

As of December 31, 2021, vehicle deposits amounted to $2,928, they are mainly composed of down payments for e-mopeds and e-bikes that are expected to be delivered in the first half of 2022.

The following table summarizes the loss on disposal and depreciation expenses recorded in the consolidated statement of operations for the years ended on December 31, 2021, and 2020.

Consolidated statement of operations
	Year Ended December 31,
	2021		2020
Cost of revenues	$	5,627	$	2,784
General & administrative		291		108
Total depreciation and loss on disposal expenses	$	5,918	$	2,892

Intangible assets, net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

9. Intangible assets, net

Intangible assets consist of the following:

Intangible assets
	December 31,			December 31,
	2021			2020
Government Relationships		1,804			—
Customer Relationships		855			—
Licenses		639			438
Other Intangible assets		63			44
Total Intangible assets, Gross	$	3,361		$	482
Less: accumulated amortization		(1,286	)		(315	)
Total Intangible assets, net	$	2,075		$	167

Government relationships and customer relationships are related to the MiMoto acquisition, refer to Note 3. MiMoto Smart Mobility S.r.l. – Acquisition, for further information.

The following table summarizes the amortization expenses recorded in the consolidated statement of operations, for the year ended on December 31, 2021, and 2020.

summarizes the amortization expenses
	Year Ended December 31,
	2021		2020
Cost of revenues	$	880	$	298
Sales & marketing		215		—
General & administrative		6		3
Total Amortization expenses	$	1,101	$	301

Other Assets

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

10. Other Assets

Other assets consist of the following:

Other assets
	December 31,		December 31,
	2021		2020
Security Deposits		1,102		418
Restricted cash		110		33
Total Other Assets	$	1,212	$	451

Restricted cash amounts for the periods presented are related to an irrevocable Letter of Credit (LOC) issued by a US bank, in favor of the landlord of the Company’s New York Office.

Accrued expenses and other current liabilities

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued expenses and other current liabilities

11. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:


	December 31,		December 31,
	2021		2020
Payroll Liabilities	$	2,496	$	1,007
Accrued Expenses		1,242		36
Others		68		30
Total accrued expenses and other current liabilities	$	3,806	$	1,073

Fair value measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair value measurements

12. Fair value measurements

The following tables summarize the fair value hierarchy of the Company’s financial liabilities measured at fair value on a recurring basis as of December 31, 2021, and December 31, 2020.


			December 31, 2021
	Fair Value		Total		Level 1		Level 2		Level 3
GRNV Sponsor Private Warrants	$	0.76 each	$	1,596		—		—	$	1,596
Total			$	1,596	$	—	$	—	$	1,596

			December 31, 2020
	Fair Value		Total		Level 1		Level 2		Level 3
2020 Warrant Purchase Agreement	$	26.19 each	$	6,439		—		—	$	6,439
Total			$	6,439	$	—	$	—	$	6,439

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

Refer to Note 13. Liability warrants for further details regarding the assumptions used for estimating the Level 3 fair value.

Guarantees and Product Warranties [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Liability warrants

12 Months Ended

Dec. 31, 2021

Liability warrants

13. Liability warrants

The Company’s Warrants, classified as a liability, consisted of the following:


	December 31,		December 31,
	2021		2020
GRNV Sponsor Private Warrants	$	1,596	$	—
2020 Warrant Purchase Agreement		—		6,439
Total Liability warrants	$	1,596	$	6,439

The tables below show the warrant liabilities roll-forward from January 1, 2020, to December 31, 2020, and from December 31, 2021, to the year ended December 31, 2021.

Schedule of liability warrants
Warrant liabilities	January 1, 2020		Issuance (fair value)		Change in fair value			Exercise/Settlement (fair value)			December 31, 2020

2019 Warrant Purchase Agreement		1,929		—		(1,118	)		(811	)		—
2020 Warrant Purchase Agreement		—		1,622		4,817			—			6,439
Other libiliaty warrants		334		273		363			(970	)		—
Total	$	2,263	$	1,895	$	4,062		$	(1,781	)	$	6,439

Warrant liabilities	December 31, 2020		Issuance (fair value) on August 12, 2021		Change in fair value			Exercise (fair value)			December 31, 2021

2020 Warrant Purchase Agreement		6,439		—		4,128			(10,567	)		—
GRNV Underwriter’s Warrants		—		129		4,537			(4,666	)		—
GRNV Sponsor Private Warrants		—		1,829		(233	)		—			1,596
Total	$	6,439	$	1,958	$	8,432		$	(15,233	)	$	1,596

GRNV Sponsor Private Warrants

The Company assumed 2,100,000 GRNV Sponsor Private Warrants on August 12, 2021, as a result of the business combination with GRNV. The mentioned warrants are identical to the Public Warrants (refer to Note 16. Common stock) underlying the Units sold in the GRNV Initial Public Offering and PIPE transaction, except for the following: they will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. In detail, if the GRNV Sponsor Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the GRNV Sponsor Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Based on the above non-redeemable feature, GRNV Sponsor Private Warrants are accounted as liability and categorized as Level 3 financial liabilities for the absence of an active market.

As of December 31, 2021, the fair value of each GRNV Sponsor Private Warrant amounted to $0.76, was determined using the Black-Scholes option-pricing model with the following assumptions.

Assumptions used
	December 31,
	2021			2020
Remaining term (in years)		4.62			—
Expected volatility		40	%		—	%
Risk-free interest rate		1.2	%		—	%
Expected dividend yield		—	%		—	%

GRNV Underwriter Private Warrants

The Company assumed the 287,500 GRNV Underwriter Private Warrants on August 12, 2021, as a result of the business combination with GRNV. On September 21, 2021, the investor exercised all the 287,500 warrants on a cashless basis, and Helbiz issued 165,290 Class A Common Shares.

As of the exercise date September 21, 2021, the fair value of each GRNV Underwriter Private Warrant amounted to $16.23, was determined using the Black-Scholes option-pricing model with the following assumptions.

Assumptions used
	Exercise date September 21, 2021
Remaining term (in years)		3.17
Expected volatility		17.5	%
Risk-free interest rate		0.5	%
Expected dividend yield		—	%

2020 Warrant Purchase Agreements

On March 26, 2021, the investors exercised the 2020 Warrant Purchase Agreement and the Company issued 232,141 Class A Common Shares. At exercise date, the Company recorded $4,127, in the consolidated statement of operations.

Current and Non-current Financial liabilities, net

12 Months Ended

Dec. 31, 2021

Current And Non-current Financial Liabilities Net

Current and Non-current Financial liabilities, net

14. Current and Non-current Financial liabilities, net

The Company’s Financial liabilities consisted of the following:

Financial liabilities
	Interest Rate			Maturity Date			December 31, 2021(1)			December 31, 2020(1)
2021 Convertible Debts, net		5	%		2022	(2)		23,568			—
Of which principal and accumulated interest expenses								30,291			—
Of which unamortized debt discounts and debt issuance costs								(6,723	)		—
Secured Long Term Loan, net		12.7	%		2023			13,290			—
Long Term Loan, net		4.5	%		2026			3,690			3,941
Long Term Loan, net		5.4	%		2024			1,937			—
Other financial liabilities		2.6	%		Varias			1,045			238
Promissory Notes		18	%		2021			—			587
Promissory Notes		8	%		2021			—			429
Revolving Credit		9	%		2021			—			1,694
Total Financial Liabilities, net								43,530			6,889
Of which classified as Current Financial Liabilities, net								25,473			2,861
Of which classified as Non-Current Financial Liabilities, net								18,057			4,028

	(1)	The amounts include principal and accumulated interests.
	(2)	Convertible debts have three maturity dates: 10.12.2022 – 10.28.2022 – 11.12.2022

As of December 31, 2021, the Company expects to settle the principal of the financial liabilities outstanding based on the following annual re-payment schedule. The principal of the 2021 Convertible debts, amounted to $30 million, has been categorized in 2022 repayments, without considering the impact of a conversion.

Future repayments
Year ending December 31:
	2022	$	31,918
	2023		16,906
	2024		1,252
	2025		957
	Thereafter		851
	Total future repayments of principal	$	51,884

The table below shows the financial liabilities’ impact on the statements of operations, Interest expense, net account, related to the for the year ended on December 31, 2021, and December 31, 2020.

Interest expenses
Schedule of Interest expenses, net	Year Ended December 31,
	2021		2020
2021 Convertible debts	$	2,063	$	—
Of which Amortization of debt discount and issuance costs related to 2021 Convertible Debts		1,772		—
Of which Interest expenses related to 2021 Convertible Debts		291		—
Secured Long Term Loan		1,342		—
Other financial liabilities		854		2,144
Total Interest expenses related to Financial liabilities	$	4,259	$	2,144
Other interest expenses not related to Financial liabilities		32		88
Total Interest expenses, net	$	4,291	$	2,232

2021 Convertible Debts

On October 12, 2021 (“closing date”), the Company entered into a Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note holder”), pursuant to the terms of the SPA, the Company issued to the Note holder the followings: (i) 150,000 shares of Class A common stock as a commitment fee, at closing date (ii) a first convertible note in the principal amount of $15 million, at closing date (iii) 1,000,000 Warrants to buy 1,000,000 Class A common shares with an exercise price of $20.00 per share, at closing date and five years as expiration date, (iv) a second convertible note in the principal amount of $10 million, issued on October 27, 2021, and (v) a third convertible note in the principal amount of $5 million, issued on November 12, 2021. In exchange for the issuances of the commitment Shares, the three convertible notes and the warrants, the Company received from the Note holder proceeds of $30 million.

Each of the three convertible note matures on the one-year anniversary date of the issuance of such convertible note and bears interest at a rate of 5% per annum. In case of an event of default under the convertible notes, the interest rate increases to 15% per annum.

The three convertible notes are convertible by the Note holder upon issuance. The conversion price will be lower of $20.00 or 92.5% of the lowest daily volume-weighted average price of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be less than the Floor Price, settled as $10.00 for the first note, $8.25 for the second note and $8.55 for the third note. The Company can reset the Floor Prices any time after the issuance.

Based on the SPA, the Company is required to pay a redemption premium in two circumstances: if the Company redeems the convertible notes prior to maturity, the Company must pay a redemption fee equal to 10% of the principal amount being redeemed thereafter. Alternatively, the Company is required to start making monthly payments if 90 days after the issuance, the daily volume-weighted average is less than the Floor Price ($10.00 for the first note, $8.25 for the second note and $8.55 for the third note) for ten trading days during a period of 15 consecutive trading days (the “Triggering Date”). Each monthly payment shall be in an amount equal to the sum of (i) the principal amount outstanding as of the Triggering Date divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. Under certain circumstances, such payments after a Triggering Date may no longer be required. In detail, the Company obligation to make monthly payments cease if (i) any time after the Triggering date the Company reset the Floor Price. The maximum value of the redemption premium is $3,000,000.

At the issuance dates of the Convertible Notes, the Company separated the Convertible Notes into a liability and equity components.

In detail, at the issuance of the convertible notes, the Company determined the fair value of:

(i)

1,000,000 warrants issued. The fair value of each warrant was $2.64, and it is based on the following assumptions: risk free rate 1.08%, volatility 48% and remaining term 5.00 years;

(ii)

150,000 commitment shares issued. The fair value of each share was $10.65, based on the closing price of Company’s common stock at the issuance date; and

(iii)

convertible notes fair value has been approximated with their principal amount, $30 million due to the short term.

The Company allocated the gross proceeds between the Convertible Note - classified as Current liability - and the warrants - classified as equity component with no subsequent re-measurement - based upon their relative fair values. Additionally, the Company recorded the following debt discounts related to the Convertible notes:

A beneficial conversion feature embedded (“BCF”) in the Convertible Notes, amounted to $4,186. The BCF has been determined by its intrinsic value at closing date, bifurcated from the host liability, and accounted as equity with no subsequent re-measurement;

The fair value of the 150,000 commitment shares, amounted to $1,598. It also represents an equity component recorded at closing date with no subsequent re-measurement; and

Issuance costs mainly related to legal fees, amounted to $466 ($210 cash and $256 issuance of common shares).

The equity components recorded are not remeasured as long as they continue to meet the conditions for equity classification.

The difference between the principal amounts of the Convertible Notes and the liability components ("debt discount") is amortized to interest expense over the contractual term of the notes.

During 2021, the Company did not make any payment or resettle the Floor Prices for the Convertible Notes, refer to Note 23. Subsequent Events for further details over the convertible notes’ activities after December 31, 2021.

12.7% Secured Long Term Loan

On March 23, 2021, the Company entered into a $15,000 secured term loan facility with an institutional lender. The loan agreement has a maturity date of December 1, 2023, with a prepayment option for the Company after 12 months. At inception, the company prepaid interests and an insurance premium for $2,783.

As of December 31, 2021, the Company accounted the loan as Non-Current Financial liabilities net of intermediary fees and bank fees.

4.5% Long-term loan

On November 5, 2020, the Company, through one of its wholly-owned Italian subsidiaries, obtained a loan for Euro 3,500 from an Italian bank. The Company accounted the loan between Current and Non-Current Financial liabilities based on the repayment terms. During the years ended on December 31, 2021, and 2020, the Company re-paid $59 (Euro 52) and $0 of the principal amount, respectively; in line with the re-payment plan.

5.4% Long-term loan

On March 15, 2021, the Company, through one of its wholly-owned Italian subsidiaries, obtained a loan for Euro 2,000 from an Italian bank. As of December 31, 2020, the Company accounted the loan as Non-Current Financial liabilities net of intermediary fees and bank fees. The Company accounted the loan between Current and Non-Current Financial liabilities based on the repayment terms. During the year ended on December 31, 2021, the Company re-paid $216 (Euro 190) of the principal amount, in line with the re-payment plan.

Debt extinguished during 2021

8% Promissory notes

On June 18, 2021, and July 1, 2021, the Company entered into two unsecured promissory note agreements with an Helbiz shareholder for cumulative proceeds of $5,000. On August 12, 2021, the Company consummated the business combination with GRNV and concurrently settle the $5,000 debt through the issuance of 500,000 GreenVision PIPE units.

On March 4, 2020, and on April 3, 2020, the Company entered into two 8% unsecured promissory note agreements for cumulative proceeds of $400. On August 26, 2021, the Company fully repaid the two 8% unsecured promissory notes

0% CEO Promissory notes – Related Party

During May and June 2021, Helbiz Chief Executive Officer, has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $2,010 through Promissory Notes. On August 16, 2021, the Company repaid the principal of the 0% CEO Promissory Notes.

Revolving Credit

In March 2018, the Company entered into an unsecured Senior Revolving Credit Agreement. On March 24, 2021, the Company re-paid the Revolving Credit and the accumulated interests and closed the Revolving Credit line.

18% Promissory Notes

On May 25, 2020, the Company entered into two 18% promissory note agreements. The two promissory notes have a cumulative principal of $2,000. On March 24, 2021, the Company early re-paid the remaining outstanding balance, including accumulated interests.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. Commitments and Contingencies

Leases

The Company entered into various non-cancellable operating lease agreements for office facilities, permit and brand licensing, e-mopeds leases, corporate vehicles’ licensing, and corporate housing with lease periods expiring through 2024. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. The terms of the leases provide for payments on a monthly basis and sometimes on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid.

Future annual minimum lease payments as of December 31, 2021, are as follows:

minimum lease payments
		Amount
	Year ending December 31:
	2022	$	1,665
	2023		489
	2024		45
	Thereafter		—
	Total	$	2,199

Lease expenses under operating leases were $5,203 for the year ended on December 31, 2021, and $1,216 for the year ended on December 31, 2020. In detail, the 2021 lease expenses are highly impacted by a non-recurring annual lease agreement entered with Skip Transport, Inc on Jauary 1, 2021, for a cumulative amount recorded as Cost of Revenues of $2,750. Based on the mentioned lease agreement, the Company leased: (i) the transportation license to operate e-scooters in Washington D.C, and (ii) Skip’s mobile application in specific areas.

Media rights – Purchase Commitments

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. These agreements require the payment of certain fees and contain renewal and escalation clauses. The terms of the agreements provide for payments on a periodical basis and on a graduated scale. The Company recognizes expense on a straight-line basis over the agreement period and has accrued for expense incurred but not paid.

Future annual minimum payments related to Media rights’ agreements as of December 31, 2021, are as follows. All the agreements are in Euro, in order to calculate the future annual minimum payments, the Euro payments are exchanged in Dollar using the 2021 average exchange rate.

Schedule of media rights payments
	Amount
Year ending December 31:
2022	$	18,358
2023		18,588
2024		9,498
Thereafter		—
Total	$	46,443

Content licensing expenses, recorded as Cost of Revenues, were $9,415 for the year ended on December 31, 2021.

Miami FC – Sponsorship Commitments

The Company entered into an agreement with Miami FC for the sponsorship of four United Soccer League (“USL”) Championship Seasons. The agreement expires upon the conclusion of the Miami FC’s 2023 USL Championship season. The Company may terminate the agreement, with at least 180 days’ notice, if the Company ceases operations in the South Florida Market or if the United Soccer League Championship is terminated or reduces its schedule of games per season to 30 or less.

Future annual minimum sponsorship payments as of December 31, 2021, are as follows:


	Amount
Year ending December 31:
2022	$	525
2023		650
2024		—
Thereafter		—
Total	$	1,175

Litigation

There are currently no material legal proceedings against or that have been against the Company. The Company does not disclose the litigation with a remote possibility of an unfavorable outcome.

Common Stock

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Common Stock

16. Common Stock

As of December 31, 2021, the Company’s charter authorized the issuance of up to 285,774,102 of Class A common shares of common stock at $0.0001 par value per share, 14,225,898 of Class B common shares of common stock at $0.00001 par value per share and 100,000,000 shares of preferred stock at $0.00001 par value per share.

Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. At the Closing Date, an aggregate of 1,600,000 shares of Helbiz Class B common stock issuable to the Helbiz CEO and Founder, Salvatore Palella, were deposited into a third-party escrow account to serve as Helbiz’s exclusive security for the Founder’s obligation to indemnify Helbiz under the Merger Agreement. The survival period for such indemnification is 12 months from the business combination date.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Equity warrants

12 Months Ended

Dec. 31, 2021

Equity Warrants

Equity warrants

17. Equity warrants

As of December 31, 2021, the Company has the following outstanding warrants classified as equity component: 7,736,416 Public Warrants and 1,000,000 Convertible Note Warrants.

The tables below show the equity warrant roll-forward from January 1, 2020, to December 31, 2020, and from December 31, 2021, to the year ended December 31, 2021.

Warrant outstanding
	Options Outstanding, number of shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
As of December 31, 2019	—			—		—
Issued		479,179		$	5.01
Exercised		(479,179	)	$	5.01
As of December 31, 2020		—			—		—
Issued (1)		1,000,000		$	20.00		5.00
Assumed from GRNV		8,400,000		$	11.50		5.00
Exercised		(663,584	)	$	11.50
As of December 31, 2021		8,736,416		$	12.47		4.53

(1)

1,000,000 Warrants issued represent the Convertible Note warrants issued on October 12, 2021. Refer to Note 14 Current and Non-Current Financial Liabilities, net.

Public Warrants

As of the business combination date August 12, 2021, the Public Warrants outstanding were 8,400,000 with a strike price of $11.50. On September 23, 2021, the Public Warrants became exercisable for cash by the effectiveness of a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants. During October 2021, the Company received exercise notices for 663,584 Public Warrants, based on which it issued 663,584 Class A Common Shares for a total proceed of $7,631. As a result, the Public Warrants outstanding as of December 31, 2021, are 7,736,416.

The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 5

The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

	●	at any time while the warrants are exercisable,
	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder,
	●	if, and only if, the reported last sale price of the Class A shares of common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to warrant holders, and

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

Share based compensation

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

Share based compensation

18. Share based compensation

The Company has three equity compensation plans for the issuance of shares of Company’s Class A common stock to employees, officers, and directors of the Company: the 2020 Equity Incentive Plan (2020 Plan), the 2020 CEO Performance Award, and 2021 Omnibus Incentive Plan (2021 Plan), which have all been approved by the Company’s shareholders.

These plans provide for the issuance of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), SARs, restricted stock, RSUs, performance-based awards, and other awards. Following the Company’s business combination with GRNV, the Company only issued awards under the 2021 Plan, and no additional awards will be granted under 2020 Plan and 2020 CEO Performance Award.

The following table summarizes the Company’s shares of Class A common stock reserved for future issuance as of December 31, 2021, no Class B common stocks have been reserved for issuance.


	December 31, 2021
Remaining shares available for future issuance under 2021 Omnibus Incentive Plan		389,129

2020 Equity Incentive Plan

On April 1, 2020, the Company adopted the 2020 Equity Incentive Plan (2020 Plan) under which the Company may issue options to purchase its common stock to selected employees, officers, and director of the Company. Upon original approval, the Company reserved 1,600,000 shares of the Company’s common stock for issuance under the 2020 Plan. Under the 2020 Plan, nonqualified stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Stock options vest between 25% and 50% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. The maximum term for stock options granted under the 2020 Plan might not exceed ten years from the date of grant. The entire 2020 Plan has been granted by previously hired employees, officers, and Director.

On August 12, 2021, the 2020 Plan has been assumed by GRNV and the 1,600,000 options to buy 1,600,000 Helbiz Holding’s Class A common shares became 7,409,701 options to buy shares of Helbiz’ s (GRNV) Class A Common Shares, the conversion has been made using the Conversion ratio.

2020 CEO Performance Award

On April 1, 2020, the Company adopted the 2020 CEO Performance Award under which the Company issued options to purchase its Class A common stock to its CEO and Founder. The Company reserved 600,000 shares of the Company’s common stock for issuance under the 2020 CEO Performance Award. Under the 2020 CEO Performance Award, nonqualified stock options are granted at IPO price. The Company considers August 12, 2021, as the Grant Date for the 600,000 stock options issued under the Plan.

The CEO Performance Awards vests upon the satisfaction of all three of the following conditions: (i) a service condition, (ii) a market condition, and (iii) a performance condition. The service condition is satisfied over a period of ten years. The performance condition is considered satisfied on August 12, 2021, with the business combination with GRNV. The market condition will be satisfied in 20 different tranches, with each related to a certain Market capitalization Milestone. The lowest tranche is $500 million the highest is $100 billion. No shares under the CEO Performance Award are considered vested as of the Company’s listing.

2021 Omnibus Incentive Plan

On August 12, 2021, the Company adopted the 2021 Omnibus Incentive Plan (2021 Plan) under which the Company may issue equity incentives to selected employees, officers, and director of the Company. The 2021 Plan permits the grant of Incentive Stock Options, Non-statutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

Under the 2021 Plan, stock options are to be granted at a price that is not less than 100% of the fair value of the underlying common stock at the date of grant. Awards for employee vest 25% on the first anniversary of the date of grant and ratably each month over the ensuing 36-month period. Awards for independent board member vest ratably each quarter over the ensuing 4-quarter period. The maximum term for stock options granted under the 2021 Plan might not exceed ten years from the date of grant.

Upon original approval, the Company reserved 839,129 shares of the Company’s Class A common stock for issuance under the 2021 Plan.

Common Stocks issued outside equity incentive Plans - in exchange for services rendered

During the twelve months ended December 31, 2021, and December 31, 2020, the Board of Directors approved the issuance of Class A Common Shares to Company’s third-party consultants in exchange for professional services rendered. The summary of Class A common shares issued to consultants and the related fair value at issuance is as follows.


	Number of Class A Common Shares			Weighted Average Fair value
As of December 31, 2019		—			—
Granted		120,002		$	4.39
Vested and issued		(120,002	)	$	4.39
Canceled and forfeited		—			—
As of December 31, 2020		—			—
Granted		436,226		$	10.02
Vested and issued		(436,226	)	$	10.02
Canceled and forfeited		—			—
As of December 31, 2021		—			—

A portion of the mentioned Common Shares issued during the 2021 and 2020: 30,720 and 97,908, respectively, are related to: (i) a financial advisor for services rendered in conjunction with private placements, and (ii) Company’s SEC legal counsel for legal services rendered in conjunction with the issuance of the 2021 Convertible Debt. The Company allocated the fair value of the Common Shares issued to the mentioned consultants, as discount of the gross proceeds received for the private placements and the Convertible debt. The fair value of those Common shares was $329 and $430, for the year ended December 31, 2021, and December 31, 2020, respectively.

The remaining 62,086 Common Shares issued during the twelve months of 2021 and the 22,094 issued during the twelve months of 2020 have been recorded in the consolidated statements of operations, based on the services rendered.

Stock Options

The summary of stock option activities for all the Company’s Equity incentive plans is as follows.


	Options Outstanding, number of shares			Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
As of December 31, 2019		—			—				—
Granted		7,415,262		$	2.16
Exercised		—			—
Canceled and forfeited		(5,561	)		2.16
As of December 31, 2020		7,409,701		$	2.16		9.25	$	25,868
Granted		825,000			8.14
Exercised		—			—
Canceled and forfeited		(50,197	)		2.16
As of December 31, 2021		8,184,504			2.76		8.29	$	24,507
Of which Vested as of December 31, 2021		4,569,862			2.23		8.27	$	15,030

As of December 31, 2020, the 7,409,701 were all unvested.

The aggregate intrinsic values disclosed in the above table is based on the difference between the exercise price of the stock option and the fair value of the Company’s common stock of $5.49 and $5.65 per share as of December 31, 2021, and 2020, respectively.

Restricted Common Stock

During 2021, we have granted restricted common stocks to a newly hired officer; the vesting is based on service condition. The following table summarizes the activity related to our restricted common stock for the year ended December 31, 2021.


	Number of Shares		Weighted-Average Grant-Date Fair Value per Share
Restricted common stock as of December 31, 2020		—		—
Granted		225,000	$	7.78
Vested		—		—
Canceled and forfeited		—		—
Unvested Restricted common stock as of December 31, 2021		225,000	$	7.78

Stock-Based Compensation Expense

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 years ended December 31, 2021, and 2020.


	Year Ended December 31,
	2021		2020
Cost of revenue	$	27		37
Research and development		415		708
Sales and marketing		1,468		577
General and administrative		5,469		3,543
Total stock-based compensation expense	$	7,379		4,865

Upon Company’s business combination on August 12, 2021, the performance condition related to stocks issued to third-party consultants was met and $3.4 million of stock-based compensation expense was recognized related to these awards.

The weighted-average grant-date fair values of stock options with only a service condition granted to employees in the years ended December 31, 2021, and 2020 were $2.11, and $1.28 per share, respectively. The fair value of stock options and was determined using the Black-Scholes option-pricing model with the following weighted-average assumptions.

Schedule of black-scholes assumptions
	December 31,
	2021			2020
Expected term (in years)		2.5			5.5
Expected volatility		53.0	%		81.0	%
Risk-free interest rate		0.10	%		0.94	%
Expected dividend yield		—	%		—	%

The weighted-average grant-date fair value of performance awards with market-based targets in the year ended December 31, 2021, was $2.07 per share. There were no performance awards with market-based targets granted in the years ended December 31, 2020. The fair value of performance awards with market-based targets granted was determined using a Monte Carlo model with the following weighted-average assumptions.

Schedule of Monte Carlo assumptions
	December 31,
	2021			2020
Intrinsic timing for vesting (in years)		8.25			—
Risk-free interest rate		0.82	%		—	%
Expected volatility		66.8	%		—	%
Trading days per year		251			—
Expected dividend yield		—	%		—	%

Based on the above, the cumulative fair value of the 20 tranches of the performance awards with market-based targets was estimated at the date of grant, to be $1,245.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

19. Income Taxes

The components of income before income taxes consist of the following:

Components of income tax
	December 31,
	2021			2020
United States	$	(45,256	)	$	(18,118	)
Foreign		(26,865	)		(6,442	)
Total	$	(72,121	)	$	(24,560	)

The components of the provision (benefit) for income taxes consist of the following:

Schedule of income tax provision
	December 31,
	2021			2020
Current:
Federal	$	—		$	—
State	—			—
Foreign		28			14
		28			14
Deferred:
Federal		—			—
State		—			—
Foreign		(178	)		—
Provision (benefit) for income taxes	$	(150	)		14

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:


	December 31,
	2021			2020
Income tax provision at statutory rate		21.0	%		21.0	%
State income taxes, net of federal benefit		2.8	%		1.86	%
Foreign tax differential		0.65	%		(0.81	)%
Change in fair value of warrants		(2.46	)%		—
Other adjustments		(0.06	)%		(1.97	)%
Change in valuation allowance		(21.72	)%		(20.14	)%
Effective tax rate		(0.21	)%		(0.06	)%

The components of the Company’s net deferred tax assets and liabilities are as follows:


	December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	23,514		$	7,256
Accruals and reserves		12			19
Intangibles		—			219
Stock Compensation		1,353			738
Total deferred tax assets		24,879			8,232

Deferred tax liabilities:
Intangibles		(161	)
Fixed assets		(581	)		(216	)
Total deferred tax liabilities		(742	)		(216	)

Net deferred tax assets	$	24,137		$	8,016
Valuation Allowance		(24,137	)		(8,016	)
Ending Balance	$	—		$	—

Assessing the realizability of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. In assessing the need for a valuation allowance, the Company considered all sources of taxable income available to realize deferred tax assets, including the future reversal of existing temporary differences, forecasts of future taxable income, and tax planning strategies. Based on the weight of available evidence, which includes the Company’s historical cumulative net losses, the Company recorded a full valuation allowance. The valuation allowance increased by $16,121 and $4,947 as of the years ended December 31, 2021, and 2020, respectively.

Schedule of deferred tax assets
	December 31,
	2021		2020
Beginning balance	$	8,016	$	3,069
Charged to costs and expenses		15,663		4,947
Charged to goodwill		458		0
Ending balance	$	24,137	$	8,016

As of December 31, 2021, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $58,495 and $56,915, respectively. As of December 31, 2020, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $21,461 and $25,157, respectively. Of the total federal net operating loss carryforwards, $57,939 do not expire, and the remaining carryforwards begin to expire in 2036 if not used prior to that time. The Company has income tax NOL carryforwards related to international operations of approximately $33,218 which do not expire. Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating losses and credits before their utilization.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2021, and 2020, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021, and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position in the next year.

The Company is subject to income taxes in the federal, various state and foreign jurisdictions and is generally open for examination from the year ended December 31, 2018, forward.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. The CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. In addition, under the CARES Act, employers may defer deposits of the employer’s share of Social Security tax due and payments of the tax imposed on wages paid during the payroll tax deferral period which begins on March 27, 2020, and ends December 31, 2020. As a result, the Company deferred deposits during the payroll tax deferral period. The impact of the CARES Act to the company’s income tax provision for the year ended December 31, 2021, is -0-.