Helbiz acquires Wheels Labs in all-stock deal for 6.75M preferred shares (6.99% ownership)

micromobility.com Inc.

Acquired Wheels Labs, a last-mile electric mobility platform, in an all-stock deal for ~6.75M Series A convertible preferred shares (6.99% of common stock).
Series A preferred convertible 1:1 into Class A common upon stockholder approval; pays 7.5% annual dividend starting March 2023.
20.1M shares of Class A common issued on conversion of $3.4M convertible debentures in November 2022.
CEO and CFO converted $795k of debt into ~4.2M common shares; 1.18M shares issued for services.
Escrow agreement: shares may be returned if Wheels reps on debt/legal proceedings are incorrect; 18-month term.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

micromobility.com Inc. entered into Amended and Restated Agreement and Plan of Merger with Wheels Labs, Inc. valued at Issued approximately 6,751,811 shares of Series A convertible preferred stock (effective 2022-11-18).

Action: entry
Agreement: merger
Counterparty: Wheels Labs, Inc.
Value: Issued approximately 6,751,811 shares of Series A convertible preferred stock
Effective: 2022-11-18

Exact text from the filing

In connection with the Merger, we entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with Wheels and Merger Sub and an Escrow Agreement (the “Escrow Agreement”) with Wheels, Merger Sub, an escrow agent and an authorized representative of certain security holders of Wheels (the “Authorized Representative”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

micromobility.com Inc. entered into Escrow Agreement with Wheels, Merger Sub, escrow agent, Authorized Representative valued at Shares of Series A Convertible Preferred Stock issued into escrow (effective 2022-11-18).

Action: entry
Agreement: merger
Counterparty: Wheels, Merger Sub, escrow agent, Authorized Representative
Value: Shares of Series A Convertible Preferred Stock issued into escrow
Effective: 2022-11-18

Exact text from the filing

The shares of Series A Convertible Preferred Stock issued pursuant to the Amended Merger Agreement were issued into escrow pursuant to the Escrow Agreement.

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38 material agreements filed in the last 30 days. Browse all material agreements →

micromobility.com Inc. filing history →

Source: SEC EDGAR

accession 0001553350-22-000972

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