UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 19, 2023

micromobility.com Inc.

(Exact Name of Registrant as Specified in Charters)

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

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

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

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

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

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

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

Emerging growth company ☒

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

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2023, we held an annual meeting of our stockholders (the “Annual Meeting”) at which our common share stockholders voted on the following proposals, as set forth below, each of which is described in detail in our Definitive Proxy Statement on Schedule 14-C filed with the U.S. Securities and Exchange Commission on May 8, 2023. A total of 3,552,642 votes were present at our Annual Meeting, which constitutes a quorum for the Annual Meeting. Each of the proposals described below was approved by our holders of common stock.

PROPOSAL:

To approve the election to our Board of Directors of five director nominees, each to serve a term expiring at the Annual Meeting of Shareholders in 2024 or until their successors are duly elected and qualified (the “Director Election Proposal”).

Salvatore Palella

Giulio Profumo

Lee Stern

Guy Adami

Massimo Ponzellini

PROPOSAL:

To approve the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Appointment Proposal”).

PROPOSAL:

To approve an amendment (the “OIP Amendment”) to the Company’s 2023 Omnibus Incentive Plan (the “OIP”) in the form attached to the proxy statement as Annex A to increase in the number of shares of Class A Common Stock issuable thereunder from 1,200,000 shares of Class A Common Stock to 5,000,000 shares of Class A Common Stock (the “OIP Amendment Proposal”).

PROPOSAL:

to approve the adjournment of the Annual Meeting if there are insufficient votes at the Annual Meeting to approve the Director Election or Appointment Proposals (the “Adjournment Proposal”).

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

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

Dated: May 19, 2023