micromobility.com Inc. (MCOM): M&A transaction — Helbiz provides Wheels Labs audited financials showing $32.4M net loss and going concern

micromobility.com Inc.

Acquisition consideration: ~6.75M Series A convertible preferred shares (6.99% of HLBZ common stock pre-close), convertible 1:1 on stockholder approval; 7.5% annual dividend.
Wheels 2021 net loss $32.4M, accumulated deficit $121.1M as of Dec 31, 2021.
Wheels 2021 revenue $9.8M, cost of revenue $13.5M, vehicle depreciation $9.9M, negative gross margin.
Auditor going-concern emphasis: Wheels has recurring losses, negative operating cash flows ($18.5M in 2021), working capital deficit $2.2M.
Helbiz also issued 20M shares upon conversion of ~$3.4M in debentures; insider debt conversions and shares for services.

item 1.01 item 2.01 item 3.02 item 2.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

micromobility.com Inc. completed an acquisition involving Wheels Labs, Inc. (closed 2022-11-18).

Action: acquisition
Counterparty: Wheels Labs, Inc.
Closing: 2022-11-18

Exact text from the filing

On November 18, 2022, we acquired all of the issued and outstanding shares of capital stock of Wheels Labs, Inc. (“Wheels”), and Wheels became our wholly-owned subsidiary when another wholly-owned subsidiary (“Merger Sub”) merged with and into Wheels (the “Merger”).

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 Labs, Inc., Merger Sub, an escrow agent and an authorized representative of certain security holders of Wheels valued at All or a portion of the shares of Series A Convertible Preferred Stock issued pursuant to the Amende (effective 2022-11-18).

Action: entry
Agreement: merger
Counterparty: Wheels Labs, Inc., Merger Sub, an escrow agent and an authorized representative of certain security holders of Wheels
Value: All or a portion of the shares of Series A Convertible Preferred Stock issued pursuant to the Amende
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.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

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 equal to 6.99% of the (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 equal to 6.99% of the
Effective: 2022-11-18

Exact text from the filing

nd outstanding shares of capital stock of Wheels Labs, Inc. (“Wheels”), and Wheels became our wholly-owned subsidiary when

View on SEC.gov

8 earnings releases filed in the last 30 days. Browse all earnings releases →

micromobility.com Inc. filing history →

Source: SEC EDGAR

accession 0001553350-23-000075

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.