•        the MiMoto acquisition will materially increase the size of our operations, and, if we are not able to manage our expanded operations effectively, our Common Stock price may be adversely affected;

•        it is possible that our key employees or key employees of MiMoto might decide not to remain with us after the acquisition is completed, and the loss of such personnel could have a material adverse effect on the financial condition, results of operations, and growth prospects of the combined company;

•        the success of the combined company will also depend upon relationships with third parties and MiMoto’s or our pre-existing platform users, which relationships may be affected by customer preferences or public attitudes about the MiMoto acquisition. Any adverse changes in these relationships could adversely affect the combined company’s business, financial condition, and results of operations.

The obligations and liabilities of MiMoto, some of which may be unanticipated or unknown, may be greater than Helbiz anticipated, which may diminish the value of MiMoto to Helbiz.

MiMoto’s obligations and liabilities, some of which may not have been disclosed to Helbiz or may not be reflected or reserved for in MiMoto’s historical financial statements, may be greater than Helbiz anticipated. The obligations and liabilities of MiMoto could have a material adverse effect on MiMoto’s business or MiMoto’s value to Helbiz or on its business, financial condition, or results of operations. Even in cases where Helbiz is able to obtain indemnification, it may discover liabilities greater than the indemnification limits set out in the Sale and Purchase Agreement pursuant to which Helbiz acquired MiMoto or the financial resources of the indemnifying party. In the event that we are responsible for liabilities substantially in excess of any amounts recovered through rights to indemnification or alternative remedies that might be available to Helbiz, or any applicable insurance, Helbiz could suffer severe consequences that would substantially reduce its earnings and cash flows or otherwise materially and adversely affect its business, financial condition, or results of operations.

Risks to Helbiz Live

Helbiz has never previously provided streaming media content offering.

Helbiz intends to launch Helbiz Live, its streaming media content offering, prior to the start of the 2021-2022 season of the Italian Serie B soccer league in August 2021. Helbiz does not have a history of offering live or on-demand content and may not be successful in launching on a timely basis, if at all, a platform that reliably provides such content in a high-quality format. Any such failures may lead to a demand for Helbiz Live below its projections and may ultimately prove fatal to Helbiz Live.

In connection with the launch of Helbiz Live, Helbiz has undertaken substantial obligations. Helbiz acquired the rights to broadcast on a non-exclusive basis in Italy, approximately 390 Serie B regular season games for the next three seasons at a cost of approximately €12 million per season. Additionally, Helbiz Media has been appointed by the League Serie B as exclusive distributor of the Series B international media rights and thanks to such agreement with the League Serie B, Helbiz Media will commercialize such international rights on behalf of the League Series B. The agreement includes a minimum sales requirement of €2.5 million per season that Helbiz Media will guarantee to the League Series B. Any sales exceeding the €2.5 million will be shared on a 50/50 basis between Helbiz Media and League Series B.

Risks Related to Helbiz’s Intellectual Property

Helbiz will require intellectual property protection and may be subject to the intellectual property claims of others.

Helbiz relies on intellectual property for operation of its platform, including the operation of its mobile app, the renting of its vehicles, the tracking and maintenance of its vehicles, the receipt of payment for rentals and the rights to broadcast media content. If a third party challenges the continued use of such intellectual property or if Helbiz is unable to maintain licenses that it has for the use of such intellectual property, its competitive position could suffer. Notwithstanding its efforts to protect its use of the intellectual property, its competitors may independently develop or license similar or alternative technologies or products that are equal to or superior to Helbiz’s without infringing on any of its intellectual property rights.

If Helbiz is unable to protect its intellectual property rights or if its intellectual property rights are inadequate for its technology and products, its competitive position could be adversely affected.

Helbiz’s commercial success depends in large part on its ability to obtain and maintain intellectual property protection in the United States and other countries with respect to proprietary technology that it uses and licenses. Helbiz relies on trade secrets, patent, copyright and trademark laws, and confidentiality and other agreements with employees and third parties, all of which offer only limited protection. Helbiz will seek to protect its proprietary position by filing and prosecuting patent applications for utility patents in the United States and abroad related to its platform and products that are important to its business and, to the extent permitted by local law, also record its copyrights and trademarks and take such additional reasonable steps as are available to otherwise protect its trade secrets and other intellectual property.

Helbiz’s business relies on its proprietary technology platform, but it has yet to apply for patents to protect the intellectual property underlying this platform. The steps it has taken to protect its proprietary rights and the steps that licensors take to protect intellectual property that it licenses may not be adequate to preclude misappropriation of its proprietary information or infringement of its intellectual property rights, both inside and outside the United States. If Helbiz or such licensors are unable to obtain and maintain patent protection for technology and products that it uses, or if the scope of the patent protection obtained is not sufficient, competitors could develop and commercialize platforms and products similar or superior to Helbiz, and its ability to successfully commercialize its platforms and products may be adversely affected. It is also possible that Helbiz will fail to identify patentable aspects of inventions made in the course of its development and commercialization activities until it is too late to obtain patent protection on them.

Because the issuance of a patent is not conclusive as to inventorship, scope, validity or enforceability, issued patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in the loss of patent protection, the narrowing of claims in such patents or the invalidity or unenforceability of such patents, which could limit the ability to stop others from using or commercializing similar or identical technology, products or platforms, or limit the duration of the patent protection for technology and products. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing. Therefore, if Helbiz files one or more patent applications to protect its technology, it cannot be certain that it will be the first to make the technology claimed in the pending patent applications, or that it will be the first to file for patent protection of such technology.

Protecting against the unauthorized use of patented technology, trademarks and other intellectual property rights is expensive, difficult and may in some cases not be possible. In some cases, it may also be difficult or impossible to detect third-party infringement or misappropriation of its intellectual property rights, even in relation to issued patent claims or recorded copyrights or trademarks and proving any such infringement may be even more costly and difficult.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and patent protection could be reduced or eliminated for non-compliance with these requirements.

The United States Patent and Trademark Office, or U.S. PTO, and various foreign national or international patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. Periodic maintenance fees on any issued patent are due to be paid to the U.S. PTO and various foreign national or international patent agencies in several stages over the lifetime of the patent. While an inadvertent lapse can, in many cases, be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance may result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of patent rights include, but are not limited to, failure to timely file national and regional stage patent applications based on its international patent application, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If Helbiz applies for patents but fails to maintain the patent applications or any issued patents covering its products, its competitors might be able to enter the market, which would have a material adverse effect on its business.

Helbiz may become subject to claims by third parties asserting that it or its employees have infringed or misappropriated their intellectual property or claiming ownership of what Helbiz regards as its own intellectual property.

Helbiz’s commercial success depends upon its ability to develop, manufacture, market and sell its products, and to use its related proprietary technologies without violating the intellectual property rights of others. Helbiz may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to its products, including interference or derivation proceedings before the U.S. PTO. Third parties may assert infringement claims against Helbiz or third parties from whom it licenses intellectual property based on existing patents or patents that may be granted in the future. If Helbiz is found to infringe a third party’s intellectual property rights, it could be required to obtain a license from such third party to continue commercializing its products. However, Helbiz may not be able to obtain any required license on commercially reasonable terms or at all. Under certain circumstances, Helbiz could be forced, including by court order, to cease commercializing the applicable product candidate. In addition, in any such proceeding or litigation, it could be found liable for monetary damages. A finding of infringement could prevent Helbiz from commercializing its platform and products or force it to cease some of its business operations, which could materially harm its business. Any claims by third parties that Helbiz or parties from whom it licenses intellectual property have misappropriated their trade secrets could have a similar negative impact on its business.

Helbiz may become involved in lawsuits to protect or enforce its intellectual property, which could be expensive, time consuming and unsuccessful, and have a material adverse effect on the success of its business.

Competitors may infringe upon patents Helbiz licenses or may acquire or misappropriate or otherwise violate its intellectual property rights, including its trade secrets, even if done inadvertently. To counter infringement or unauthorized use or disclosure, litigation may be necessary in the future to enforce or defend its intellectual property rights, to protect its trade secrets or to determine the validity and scope of its own intellectual property rights or the proprietary rights of others. Also, third parties may initiate legal proceedings against Helbiz to challenge the validity or scope of intellectual property rights it owns or licenses. These proceedings can be expensive and time consuming. Many of its current and potential competitors have the ability to dedicate substantially greater resources to defend their intellectual property rights than Helbiz can. Accordingly, despite its efforts, Helbiz may not be able to prevent third parties from infringing upon or misappropriating its intellectual property. Litigation could result in substantial costs and diversion of management resources, which could harm its business and financial results. In addition, in an infringement proceeding, a court may decide that a patent owned or licensed by Helbiz is invalid or unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that the patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more patents at risk of being invalidated, held unenforceable or interpreted narrowly. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Helbiz’s confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the value Helbiz’s securities.

If Helbiz is not able to adequately prevent disclosure of trade secrets and other proprietary information, the value of its technology could be significantly diminished.

Helbiz relies on trade secrets to protect its proprietary technologies to the fullest extent possible. However, trade secrets are difficult to protect. Helbiz relies in part on confidentiality agreements with current and former employees, consultants, manufacturers, vendors and other advisors to protect its trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, Helbiz cannot guarantee that it has executed these agreements with each party that may have or has had access to its trade secrets. Any party with whom it executed such an agreement may breach that agreement and disclose Helbiz’s proprietary information, including trade secrets, and it may not be able to obtain adequate or timely remedies for such breaches.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or completely unwilling to protect trade secrets. If any of Helbiz’s trade secrets were to be lawfully obtained or independently developed by a competitor, it would have no right to prevent them, or those to whom they disclose such trade secrets, from using that technology or information to compete with Helbiz. If any of its trade secrets were to be disclosed to or independently developed by a competitor or other third-party, its competitive position would be harmed.

Helbiz may not be able to protect its intellectual property rights throughout the world.

Filing, prosecuting and defending patents on all of its products throughout the world would be prohibitively expensive. Competitors may use Helbiz’s technologies in jurisdictions where it has not obtained patent protection to develop their own products and, further, may be able to export otherwise infringing products to territories where Helbiz has patent protection but where enforcement is not as strong as that in the United States. These products may compete with Helbiz’s products in jurisdictions where it does not have any issued patents and its patent claims or other intellectual property rights may not be effective or sufficient to prevent them from so competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents or other intellectual property protection, particularly those relating

to manufacturing, which could make it difficult for Helbiz to stop the infringement of any patents it obtains or the marketing of competing products in violation of its proprietary rights generally. As a result, proceedings to enforce patent rights in certain foreign jurisdictions could result in substantial cost and divert Helbiz’s efforts and attention from other aspects of its business and could be unsuccessful.

Various websites and apps are dedicated to illegally making copyrighted media content available to view free of charge on both a live and on-demand basis. Many of these websites and apps are located in jurisdictions where getting authorities to intervene and protect the owner or licensee of such illegally broadcast media content is a long process, if the process occurs at all. If the media content that we license is widely available free of charge, potential subscribers to Helbiz Live may instead choose to watch this content for free instead of paying us.

Intellectual property rights do not necessarily address all potential threats to Helbiz’s competitive advantage.

The degree of future protection afforded by Helbiz’s intellectual property rights is uncertain because intellectual property rights has limitations, and may not adequately protect its business, or permit it to maintain a competitive advantage. The following examples are illustrative:

•        others may independently develop similar or alternative technologies or duplicate any of Helbiz’s technologies without infringing its intellectual property rights;

•        Helbiz’s competitors might conduct research and development activities in the United States and other countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where it does not have patent rights and then use the information learned from such activities to develop competitive products for sale in Helbiz’s major commercial markets;

•        Helbiz may not develop additional proprietary technologies that are patentable; and

•        the patents of others may have an adverse effect on Helbiz’s business.

Risks Related to Government Regulation

Helbiz’s business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could adversely affect its business, financial condition and results of operations.

Helbiz is subject to a wide variety of laws in Europe, the United States and other jurisdictions. Laws, regulations and standards governing issues such as ridesharing, product liability, personal injury, text messaging, subscription services, intellectual property, consumer protection, taxation, privacy, data security, competition, terms of service, mobile application accessibility, and vehicle sharing are often complex and subject to varying interpretations, in many cases due to their lack of specificity. As a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal, state and local administrative agencies.

The ridesharing industry and Helbiz’s business model are relatively nascent and rapidly evolving. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented and interpreted in response to the industry and related technologies. As Helbiz expands its business into new markets or introduces new offerings into existing markets, regulatory bodies or courts may claim that it or users on its platform are subject to additional requirements, or that it is prohibited from conducting business in certain jurisdictions, or that users on its platform are prohibited from using the platform, either generally or with respect to certain offerings.

Certain jurisdictions and governmental entities require Helbiz to obtain permits, pay fees or penalties or comply with certain other requirements to provide vehicle sharing offerings. These jurisdictions and governmental entities may reject Helbiz’s applications for permits or deny renewals, delay its ability to operate, increase their fees or charge new types of fees, any of which could adversely affect its business, financial condition and results of operations. Additionally, many of the permits that we have received are for set periods of time and need to be renewed every one to two years. If governmental authorities were to revoke any permit that we had previously been granted or deny the renewal of any of our permits, our rider base and the associated revenues would decrease.

Regulatory bodies may enact new laws or promulgate new regulations that are adverse to Helbiz’s business, or they may view matters or interpret laws and regulations differently than they have in the past or in a manner adverse to its business. Such regulatory scrutiny or action may create different or conflicting obligations on Helbiz from one jurisdiction to another.

The industry is relatively nascent and is rapidly evolving and increasingly regulated. Helbiz could be subject to intense and even conflicting regulatory pressure from national, regional and municipal regulatory authorities. Adverse changes in laws or regulations at all levels of government or bans on or material limitations to its offerings could adversely affect its business, financial condition and results of operations.

Helbiz’s success, or perceived success, and increased visibility may also drive some businesses that perceive its business model negatively to raise their concerns to local policymakers and regulators. These businesses and their trade association groups or other organizations may take actions and employ significant resources to shape the legal and regulatory regimes in jurisdictions where Helbiz may have, or seek to have, a market presence in an effort to change such legal and regulatory regimes in ways intended to adversely affect or impede Helbiz’s business and the ability of riders to utilize its platform.

Any of the foregoing risks could harm Helbiz’s business, financial condition and results of operations.

Risks Related to Customer Privacy, Cybersecurity and Data

Any actual or perceived security or privacy breach could interrupt Helbiz’s operations and adversely affect its reputation, brand, business, financial condition and results of operations.

Helbiz’s business involves the collection, storage, processing and transmission of users’ personal data and other sensitive data. An increasing number of organizations, including large online and off-line merchants and businesses, other Internet companies, financial institutions and government institutions, have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched, Helbiz may be unable to anticipate or prevent these attacks. Unauthorized parties may in the future gain access to its systems or facilities through various means, including gaining unauthorized access into its systems or facilities or those of its service providers, partners or users on its platform, or attempting to fraudulently induce its employees, service providers, partners, users or others into disclosing rider names, passwords, payment card information or other sensitive information, which may in turn be used to access its information technology systems, or attempting to fraudulently induce employees, partners or others into manipulating payment information, resulting in the fraudulent transfer of funds to criminal actors. In addition, users on Helbiz’s platform could have vulnerabilities on their own mobile devices that are entirely unrelated to its systems and platform but could mistakenly attribute their own vulnerabilities to Helbiz. Further, breaches experienced by other companies may also be leveraged against Helbiz. For example, credential stuffing attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect.

Although Helbiz uses systems and processes that are designed to protect users’ data, prevent data loss and prevent other security breaches, these security measures cannot guarantee security. Helbiz’s information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access its users’ personal information and limited payment card data that are accessible through those systems. Employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in an actual or perceived privacy or security breach or other security incident. Although Helbiz has policies restricting the access to the personal information it stores, it may be subject to accusations in the future of employees violating these policies.

Any actual or perceived breach of privacy or security could interrupt its operations, result in its platform being unavailable, result in loss or improper disclosure of data, result in fraudulent transfer of funds, harm its reputation and brand, damage its relationships with third-party partners, result in significant legal, regulatory and financial exposure and lead to loss rider confidence in, or decreased use of, Helbiz’s platform, any of which could adversely affect its business, financial condition and results of operations. Any breach of privacy or security impacting any entities with which Helbiz shares or discloses data (including, for example, third-party technology providers) could have similar effects. Further, any cyberattacks or security and privacy breaches directed at its competitors could reduce confidence in the ridesharing industry as a whole and, as a result, reduce confidence in Helbiz.

Additionally, defending against claims or litigation based on any security breach or incident, regardless of their merit, could be costly and divert management’s attention. Helbiz’s insurance coverage might not be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to Helbiz on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against Helbiz that exceed available insurance coverage, or the occurrence of changes in its insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on its reputation, brand, business, financial condition and results of operations.

Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data, or any actual or perceived failure by Helbiz to comply with such laws and regulations or any other obligations relating to privacy, data protection or the protection or transfer of personal data, could adversely affect its business.

Helbiz receives, transmits and stores personally identifiable information and other data relating to the users on its platform. Numerous local, municipal, state, federal and international laws and regulations address privacy, data protection and the collection, storing, sharing, use, disclosure and protection of certain types of data. These laws, rules and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another. Changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing its offerings, require significant changes to its operations or even prevent Helbiz from providing certain offerings in jurisdictions in which it currently operate and in which it may operate in the future.

Further, as Helbiz continues to expand its geographic reach, its platform offerings and user base, it may become subject to additional privacy-related laws and regulations. Additionally, it has incurred, and may continue to incur, significant expenses in an effort to comply with privacy, data protection and information security standards and protocols imposed by law, regulation, industry standards or contractual obligations. In particular, with laws and regulations imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other laws and regulations, Helbiz may face challenges in addressing their requirements and making necessary changes to its policies and practices, and may incur significant costs and expenses in an effort to do so.

Despite its efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that its practices, offerings or platform could be inconsistent with, or fail or be alleged to fail to meet all requirements of, such laws, regulations or obligations. The failure, or the failure by third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other rider data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage Helbiz’s reputation, discourage new and existing riders from using its platform or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect its business, financial condition and results of operations. Even if not subject to legal challenge, the perception of privacy concerns, whether or not valid, may harm Helbiz’s reputation and brand and adversely affect its business, financial condition and results of operations.

Systems failures and resulting interruptions in the availability of Helbiz’s website, applications, platform or offerings could adversely affect its business, financial condition and results of operations.

Helbiz’s systems, or those of third parties upon which it relies, may experience service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Helbiz’s systems also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by its employees. Some of its systems are not fully redundant and its disaster recovery planning may not be sufficient for all eventualities. Helbiz’s business interruption insurance may not be sufficient to cover all of its losses that may result from interruptions in service as a result of systems failures and similar events.

Helbiz will likely experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of its offerings. These events have resulted in, and similar future events could result in, losses of revenue. A prolonged interruption in the availability or reduction in the availability, speed or other functionality of its offerings could adversely affect its business and reputation and could result in the loss of users. Moreover, to the extent that any system failure or similar event results in harm or losses to the users using its platform, it may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from Helbiz for their losses and such claims, even if unsuccessful, would likely be time-consuming and costly for it to address.

Helbiz’s business could be adversely impacted by changes in the Internet and mobile device accessibility of users and unfavorable changes in or its failure to comply with existing or future laws governing the Internet and mobile devices.

Helbiz’s business depends on users’ access to its platform via a mobile device and the Internet. It may operate in jurisdictions that provide limited Internet connectivity, particularly as it expands internationally. Internet access and access to a mobile device are frequently provided by companies with significant market power that could take actions that degrade, disrupt or increase the cost of users’ ability to access its platform. In addition, the Internet infrastructure that Helbiz and users of its platform rely on in any particular geographic area may be unable to support the demands placed upon it. Any such failure in Internet or mobile device accessibility, even for a short period of time, could adversely affect Helbiz’s results of operations.

Moreover, Helbiz is subject to a number of laws and regulations specifically governing the Internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the Internet and online offerings, require Helbiz to change its business practices or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communications, advertising practices, consumer protections, the provision of online payment services, unencumbered Internet access to its offerings and the characteristics and quality of online offerings, among other things. Any failure, or perceived failure, by Helbiz to comply with any of these laws or regulations could result in damage to its reputation and brand and loss in business and result in proceedings or actions against Helbiz by governmental entities or others, which could adversely impact its results of operations.

Helbiz relies on mobile operating systems and application marketplaces to make its apps available to the riders, subscribers and users on its platform, and if it does not effectively operate with or receive favorable placements within such application marketplaces and maintain high rider reviews, its usage or brand recognition could decline and its business, financial results and results of operations could be adversely affected.

Helbiz .depends in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make its apps available to riders, subscribers and users on its platform. Any changes in such systems and application marketplaces that degrade the functionality of these apps or give preferential treatment to competitors’ apps could adversely affect Helbiz’s platform’s usage on mobile devices. If such mobile operating systems or application marketplaces limit or prohibit it from making its apps available, make changes that degrade the functionality of its apps, increase the cost of using its apps, impose terms of use unsatisfactory to Helbiz or modify their search or ratings algorithms in ways that are detrimental to Helbiz, or if its competitors’ placement in such mobile operating systems’ application marketplace is more prominent than the placement of Helbiz’s apps, overall growth in its rider, subscribers and user base could slow. For example, for several days in April 2020, Google Play removed Helbiz’s mobile app from their store out an abundance of caution for an alleged violation of Google Play’s policies regarding COVID-19. During this time, Helbiz’s mobile app continued to function, but it was not available for download on phones operating on the Android system. Although Helbiz appealed this problem and resolved it without needing to change its app or business plan or issue any clarifying statements, any future problem of a similar nature or otherwise related to the foregoing risks could adversely affect its business, financial condition and results of operations.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support Helbiz’s platform or effectively roll out updates to its app. Additionally, to deliver a high-quality app, Helbiz needs to ensure that its offerings are designed to work effectively with a range of mobile technologies, systems, networks and standards. It may not be successful in developing or maintaining relationships with key participants in the mobile industry that enhance riders’, subscribers’ and users’ experiences. If users of Helbiz’s platform encounter any difficulty accessing or using its apps on their mobile devices or if it is unable to adapt to changes in popular mobile operating systems, its business, financial condition and results of operations could be adversely affected.

Defects, errors or vulnerabilities in Helbiz’s applications, backend systems or other technology systems and those of third-party technology providers could harm its reputation and brand and adversely impact its business, financial condition and results of operations.

The software underlying Helbiz’s platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. The third-party software that Helbiz incorporates into its platform may also be subject to errors or vulnerability. Any errors or vulnerabilities discovered in its code or from third-party software after release could result in negative publicity, a loss of users or loss of revenue and access or other performance issues. Such vulnerabilities could also be exploited by malicious actors and result in exposure of data of users on its platform, or otherwise result in a data breach as defined under various laws and regulations. Helbiz may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect its business, financial condition and results of operations as well as negatively impact its reputation or brand.

Helbiz may be subject to theft, loss, or misuse of personal data about its employees, customers, or other third parties, which could increase its expenses, damage its reputation, or result in legal or regulatory proceedings.

Helbiz’s business relies on the use of customer accounts linked to bank accounts or credit cards as well as tracking certain movements of its customers. The theft, loss, or misuse of personal data collected, used, stored, or transferred by Helbiz to run its business could result in significantly increased business and security costs or costs related to defending legal claims. Global privacy legislation, enforcement, and policy activity in this area are rapidly evolving and expanding, creating a complex regulatory compliance environment. Costs to comply with and implement these privacy-related and data protection measures could be significant. In addition, even Helbiz’s inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations could result in proceedings against it by governmental entities or others.

General Risks Affecting Helbiz

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect Helbiz’s business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, Helbiz’s business may be adversely affected. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. As of the date of this proxy statement, the extent to which the COVID-19 pandemic may impact Helbiz’s business, results of operations and financial condition remains uncertain. Furthermore, because of Helbiz’s business model, the full impact of the COVID-19 pandemic may not be fully reflected in its results of operations and overall financial condition until future periods.

Adverse market conditions resulting from the spread of COVID-19 materially adversely affected Helbiz’s business and could continue to materially adversely affect its business and the value of its common stock. For example,

•        for fear of spreading the virus further, several cities where Helbiz operates suspended micro-mobility services (including Miami which suspended the e-scooter services that we offered from March 2020 to October 2020);

•        Helbiz suspended its services in some cities (like its e-bike services in Washington, D.C. which have yet to resume) and had to delay the projected start of services in new markets;

•        Helbiz advised that, in addition to other conditions, the continued COVID-19 pandemic has caused its ridership to grow less quickly than anticipated, and as a result, Helbiz indicated that it will materially underperform its previously announced revenue target of $80 million in 2021. In addition, Helbiz indicated that it may underperform the revenue target of $165 million in 2022; and

•        Helbiz believes that, among other factors, the decreased demand for micro-mobility services during the COVID-19 pandemic is responsible for revenue only increasing from $509 for the three months ended March 31, 2020 to $1,105 for the three months ended March 31, 2021 despite a corresponding increase in cost of revenues during those periods of cost of revenue from $1,341 to $4,502 as a result of Helbiz increasing the cities in which it provides services and the total number of vehicles in operation.

Numerous state and local jurisdictions, including all markets where it operates, have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions have resulted in largely remote operations at Helbiz’s headquarters, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellation of events, among other effects, thereby significantly and negatively impacting its operations. Other disruptions or potential disruptions include restrictions on the ability of Helbiz’s personnel to travel; inability of its suppliers to manufacture goods and to deliver these to Helbiz on a timely basis, or at all; inventory shortages or obsolescence; delays in actions of regulatory bodies; diversion of or limitations on employee resources that would otherwise be focused on the operations of its business, including because of sickness of employees or their families or the desire of employees to avoid contact with groups of people; business adjustments or disruptions of certain third parties; and additional government requirements or other incremental mitigation efforts. The extent to which the COVID-19 pandemic impacts Helbiz’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

It is not currently possible to reliably project the direct impact of COVID-19 on Helbiz’s operating revenues and expenses. Key factors include the duration and extent of the outbreak in Helbiz’s service areas as well as societal and governmental responses. Further, as a result of the COVID-19 pandemic, Helbiz believes that it experienced slowed growth and a decline in new customer demand as operations were suspended or curtailed in some cities, the launch of services into new cities was delayed and commuters and tourists, key targets for Helbiz consumers, made less journey, and such slowed growth may continue or worsen. Helbiz believes that the continued severity of the COVID-19 pandemic has caused its ridership not to have grown as quickly as anticipated and that it is the principal reason why Helbiz indicated that it will materially underperform its previously projected revenue target of $80 million in 2021 and Helbiz indicated that it may also underperform its 2022 revenue target of $165 million. If the COVID-19 pandemic worsens, especially in regions where Helbiz has offices or operations, its business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on Helbiz employees’ and service providers’ ability to travel, impacts to productivity if its employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. Helbiz may take further actions that alter its business operations as may be required by local, state, or federal authorities or that it determines are in the best interests of Helbiz’s employees. Such measures could negatively affect Helbiz’s sales and marketing efforts, sales cycles, employee productivity, or customer retention, any of which could harm Helbiz’s financial condition and business operations.

The COVID-19 pandemic could also cause Helbiz’s third-party data center hosting facilities and cloud computing platform providers, which are critical to Helbiz’s infrastructure, to shut down their business, experience security incidents that impact its business, delay or disrupt performance or delivery of services, or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect its business. Further, the COVID-19 pandemic has resulted in Helbiz’s employees and those of many of its vendors working from home and conducting work via the internet, and if the network and infrastructure of internet providers becomes overburdened by increased usage or is otherwise unreliable or unavailable, Helbiz employees’, and Helbiz’s customers’ and vendors’ employees’, access to the internet to conduct business could be negatively impacted. Limitations on access or disruptions to services or goods provided by or to some of Helbiz suppliers and vendors upon which Helbiz platform and business operations relies, could interrupt its ability to provide Helbiz’s platform, decrease the productivity of Helbiz’s workforce, and significantly harm Helbiz’s business operations, financial condition, and results of operations.

Helbiz’s platform and the other systems or networks used in Helbiz business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware, and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these unauthorized attempts could substantially impact its platform, the proprietary and other confidential data contained therein or otherwise stored or processed in its operations, and ultimately its business. Any actual or perceived security incident also may cause Helbiz to incur increased expenses to improve its security controls and to remediate security vulnerabilities.

The extent and continued impact of the COVID-19 pandemic on Helbiz’s business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; the impact on Helbiz’s customers and its sales cycles; the impact on customer, industry, or employee events; and the effect on its partners and supply chains, all of which are uncertain and cannot be predicted. Because of Helbiz’s business model, the full impact of the COVID-19 pandemic may not be fully reflected in Helbiz’s results of operations and

overall financial condition until future periods. To the extent the COVID-19 pandemic adversely affects Helbiz’s business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyber-attacks and security vulnerabilities, interruptions or delays due to third-parties, or Helbiz’s ability to raise additional capital or generate sufficient cash flows necessary to expand its operations.

Any global systemic political, economic and financial crisis (as well as the indirect effects flowing therefrom) could negatively affect Helbiz’s business, results of operations, and financial condition.

In recent times, several major systemic economic and financial crises negatively affected global business, banking and financial sectors. Most recently, the COVID-19 pandemic has reduced U.S. G.D.P. significantly and led to unprecedented claims of unemployment. These types of crises, including the prolonged decrease in economic growth or insolvency of major countries, could cause turmoil in global markets that often result in declines in electronic products sales from which Helbiz generates income through its products and services. For example, there could be knock-on effects from these types of crises on its business, including significant decreases in ridership of Helbiz’s devices; insolvency of key suppliers resulting in product delays; customer insolvencies; delays in, or the cancellation of, a portion or all of the Series B season; and counterparty failures negatively impacting Helbiz’s treasury operations. Any future systemic political, economic or financial crisis could cause revenue for the ridesharing industry as a whole to decline dramatically, which could reduce its revenues. Further, in times of market instability, sufficient external financing may not be available to Helbiz on a timely basis, on commercially reasonable terms, or at all. If sufficient external financing is not available when needed to meet capital requirements, Helbiz may be forced to curtail its expansion, modify plans or delay the deployment of new or expanded services until it obtains such financing. Thus, any future global economic crisis could materially and adversely affect its results of operations.

Helbiz’s operational results could also be materially and adversely affected by natural disasters (such as earthquakes), shortages or interruptions in the supply of utilities (such as shortages in electricity caused by changes in governmental energy policy), in the locations in which it, or its customers or suppliers operate or by industrial accidents, fires or explosions.

The frequency and severity of natural disasters and severe weather has been increasing, in part due to climate change or systemic regional geological changes that manifest in damaging earthquakes. Helbiz has operations in locations subject to natural disasters, such as flooding, earthquakes, tsunamis, and droughts as well as interruptions or shortages in the supply of utilities, such as water and electricity, or access to land, air or sea infrastructures, that could disrupt operations. Thus, if one or more natural disasters, shortage or interruptions to the supply of utilities (such as shortages in electricity caused by a nuclear-free energy policy) that results in a prolonged disruption to its operations or those of its customers or suppliers, or if any of its vendor facilities were to be damaged or cease operations as a result of an explosion or fire, it could reduce its ability to provide its services and may cause it to lose important customers, thereby having a potentially adverse and material impact on its operational and financial performance.

Risks Related to the Business Combination and being a Public Company

Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to our completion of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could negatively affect our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Going public through a merger rather than an underwritten offering, as Helbiz is seeking to do, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. We cannot assure you that due diligence conducted in connection with this business combination has identified all material issues that may be present in Helbiz’s business prior to the completion of the business combination during the course of our due diligence, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Helbiz’s and our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing thereafter. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. These stockholders or warrant holders are unlikely to have a remedy for the reduction in value.

The combined company expects to incur significant costs as a result of operating as a public company.

As a public company, the combined company will incur significant legal, accounting and other expenses. The combined company will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require, among other things, that it file with the SEC annual, quarterly and current reports with respect to its business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and the Nasdaq Capital Market to implement provisions of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the Public Company Accounting Oversight Board impose significant requirements on public companies, including requiring the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. These expenses will likely increase in the future, particularly after the combined company ceases to be an “emerging growth company” if it is also no longer a “smaller reporting company” as a result of additional corporate governance and disclosure requirements under the Sarbanes-Oxley Act, the Dodd-Frank Act, and SEC rules and regulations.

The combined company expects the rules and regulations applicable to public companies to result in it continuing to incur substantial legal and financial compliance costs. These costs will increase its net loss or decrease any net income and may require the combined company to reduce costs in other areas of its business.

Helbiz’s management will be required to devote substantial time to maintaining and improving its internal controls over financial reporting and the requirements of being a public company which may, among other things, strain its resources, divert management’s attention and affect its ability to accurately report its financial results and prevent fraud.

Historically, Helbiz has operated as a private company. Following the Business Combination, the combined company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules of the Nasdaq Capital Market. The Sarbanes-Oxley Act requires, among other things, that a company maintain effective disclosure controls and procedures (“DCP”) and internal controls over financial reporting (“ICFR”). Helbiz’s management and other personnel, who will be managing GVAC after completion of the Business Combination, have limited experience operating as a public company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective ICFR and DCP necessary to ensure timely and accurate reporting of operational and financial results. Helbiz’s existing management team will need to devote a substantial amount of time to these compliance initiatives and may need to add personnel in areas such as accounting, financial reporting, investor relations and legal in connection with operations as a public company. Ensuring that the combined company has adequate internal financial and accounting controls and procedures in place is a costly and time-consuming effort that needs to be re-evaluated frequently. The combined company’s compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention.

Pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act (“Section 404”), the combined company will be required to furnish certain certifications and reports by its management on its ICFR, which, after it is no longer an emerging growth company and if it becomes an accelerated or large accelerated filer under SEC rules, must be accompanied by an attestation report on ICFR issued by its independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, the combined company will document and evaluate its ICFR, which is both costly and challenging. Implementing any appropriate changes to its internal controls may require specific compliance training for the combined company’s directors, officers and employees, entail substantial costs to modify its existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of its ICFR, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase its operating costs and could materially impair its ability to operate its business. Moreover, effective internal controls are necessary for the combined company to produce reliable and timely financial reports and are important to help prevent fraud. Any failure by the combined company to file its periodic reports in a timely manner may cause investors to lose confidence in its reported financial information and may lead to a decline in the price of our common stock.

In accordance with Nasdaq Capital Market rules, the majority of the directors of a company that has securities quoted on Nasdaq must be directors that are “independent” under those rules. There is an exemption for “controlled companies”, companies that are majority owned by one person or group. Although the combined company immediately after the Business Combination will be a controlled company, Helbiz has stated that it does not intend to rely on this exemption. However, were it to rely on that exemption and the combined company ceases to be a “controlled company” under the Nasdaq Stock Market listing requirements, it will be required to maintain a majority of independent members of the Board of Directors. The various rules and regulations applicable to public companies make it more difficult and more expensive to maintain directors’ and officers’ liability insurance, and the combined company may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If the combined company is unable to maintain adequate directors’ and officers’ insurance, its ability to recruit and retain qualified officers and directors will be significantly curtailed.

Helbiz will need to grow the size of its organization and may experience difficulties in managing this growth.

As Helbiz’s expansion plans and strategies develop, and as it transitions into operating as part of a public company, it expects it will need additional managerial, operational, sales, marketing, financial and other personnel. Future growth would impose significant added responsibilities on members of management, including:

•        identifying, recruiting, compensating, integrating, maintaining and motivating additional employees;

•        coping with demands on management related to the increased size of its business;

•        assimilating different corporate cultures and business practices;

•        converting other entities’ books and records and conforming their practices to ours;

•        integrating operating, accounting and information technology systems of other entities with ours and in maintaining uniform procedures, policies and standards, such as internal accounting controls; and

•        improving Helbiz’s operational, financial and management controls, reporting systems and procedures.

Helbiz’s future financial performance as part of GVAC and its ability to expand its business will depend, in part, on its ability to effectively manage any future growth, and Helbiz’s management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

If Helbiz is not able to effectively expand its organization by hiring new employees and expanding its groups of consultants and contractors, Helbiz may not be able to successfully implement the tasks necessary to further develop and commercialize its product candidates and, accordingly, may not achieve its research, development and commercialization goals.

We are an “emerging growth company,” and we cannot be certain that the reduced disclosure requirements applicable to “emerging growth companies” will not make our common stock less attractive to investors.

We are an “emerging growth company,” as defined under the JOBS Act and will continue to be after the Business Combination is completed. For so long as we are an emerging growth company, we intend to take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years from the end of our most recently completed fiscal year, although we may lose such status earlier, depending on the occurrence of certain events, including when we have generated total annual gross revenue of at least $1.07 billion or when we are deemed to be a “large accelerated filer” under the Exchange Act, which means that the market value of our common stock that is held by non-affiliates exceeds $700 million as of December 31st of the prior year, or when we have issued more than $1.0 billion in nonconvertible debt securities during the prior three-year period.

We cannot predict if investors will not find our common stock less attractive or our company less comparable to certain other public companies because we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

As a “smaller reporting company” we are permitted to provide less disclosure than larger public companies which may make our common stock less attractive to investors.

We are currently a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act and will continue to be one immediately after the Business Combination. As a smaller reporting company, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects which may result in less investor confidence. Investors may find our common stock less attractive as a result of our smaller reporting company status. If some investors find our common stock less attractive, there may be a less active trading market for our common stock and our stock price may be more volatile.

GVAC and Helbiz have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by GVAC.

GVAC and Helbiz expect to incur significant costs associated with the Business Combination. We will only pay some of these expenses if the Business Combination occurs, such as the fee to Ladenburg. Other fees and expenses, including legal fees, independent auditor fees, fees to our solicitation agent, and expenses incurred in

connection with the proxy solicitation for the special meeting will be incurred regardless of whether the Business Combination occurs. These expenses will reduce the amount of cash available to be used for other corporate purposes by GVAC whether or not the Business Combination is completed.

In the event that a significant number of GVAC Shares are redeemed, its stock may become less liquid following the Business Combination.

If a significant number of GVAC Shares are redeemed, GVAC may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the surviving company following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. The Nasdaq Capital Market may delist the GVAC Shares on its exchange, which could limit investors’ ability to make transactions in GVAC’s securities and subject GVAC to additional trading restrictions.

GVAC will be required to meet the initial listing requirements to be listed on the Nasdaq Capital Market following the Business Combination. GVAC may not be able to meet those initial listing requirements. Even if GVAC’s securities are so listed, GVAC may be unable to maintain the listing of its securities in the future.

If GVAC fails to meet the listing requirements and the Nasdaq Capital Market does not list its securities on its exchange, the Business Combination will not close. However even if GVAC meets the initial listing requirements, if GVAC is subsequently delisted, GVAC could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage for the post-transaction company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

GVAC may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

GVAC may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board of Directors of GVAC will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and re-solicitation of proxies is warranted. In some instances, if the Board of Directors of GVAC determines that a waiver is not sufficiently material to warrant re-solicitation of stockholders, GVAC has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to GVAC’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting Helbiz’s conduct of its business, however, if the Board of Directors of GVAC determines that any such order or injunction is not material to the business of Helbiz, then the Board of Directors may elect to waive that condition and close the Business Combination.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

In April 2021, a lawsuit was filed in the Supreme Court of the State of New York, County of New York, by a purported GVAC stockholder in connection with the proposed Business Combination (the “Complaint”). The Complaint names GVAC and members of its Board of Directors as defendants and alleged breach of fiduciary duty against members of our Board of Directors, aiding and abetting our Board of Directors’ breach of fiduciary duties against GVAC, and violations of the disclosure requirements of the Exchange Act. Additional lawsuits may be filed against GVAC or its directors and officers in connection with the Business Combination. Defending this or any additional lawsuits could require GVAC to incur significant costs and draw the attention of its management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the post-combination Company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business

Combination from becoming effective within the agreed upon timeframe. GVAC believes the allegations made in the Complaint are without merit and intends to vigorously defend this action; however, GVAC cannot predict with certainty the ultimate resolution of any proceedings that may be brought in connection with these allegations.

GVAC’s stockholders will experience immediate dilution as a consequence of the issuance of GVAC Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that GVAC’s current stockholders have on the management of GVAC.

Assuming :no redemptions of GVAC Shares for cash and giving effect to the estimated issuance of approximately 24,232,000 GVAC Shares to be issued pursuant to the Merger Agreement at an assumed Closing Consideration Conversion Ratio of 4.60 (including approximately 14,112,070 shares of Serie B common stock issuable to the Founder), the GVAC Shares to be issued in the PIPE Investment (assuming that $30,000,000 of GVAC Shares are subscribed for in the PIPE Investment) and the GVAC Shares to be issued upon conversion of the GVAC Rights, we would have an aggregate of approximately 31,155,604 shares issued and outstanding immediately after the Business Combination, of which:

•        GVAC public stockholders (which excludes our Sponsor) will own 6.1% of our common shares (accounting for 4.5% of the voting power of our common shares);

•        GVAC’s Sponsor, officers and directors will own approximately 4.6% (accounting for approximately 3.4% of the voting power of our common shares);

•        Holders of GVAC Rights will own approximately 1.8% (accounting for approximately 1.3% of the voting power of our common shares);

•        the former stockholders of Helbiz, excluding its Founder, will own approximately 32.5% (accounting for 23.7% of the voting power of our common shares),

•        the Founder of Helbiz will own approximately 45.3% (accounting for 60% of the voting power of our common shares); and

•        the PIPE Investors will own approximately 9.6% of the total shares outstanding (accounting for 7.0% of the voting power of our common shares).

Given the other factors above, but assuming redemption by holders of all but 1,468,527 outstanding GVAC Shares (which would allow us to retain $15,000,000 in net assets), we would have an aggregate of 30,712,578 shares issued and outstanding immediately after the Business Combination, of which:

•        GVAC’s current public stockholders (which excludes our Sponsor and officers and directors) will own approximately 4.8% (accounting for 3.5% of the voting power of our common shares),

•        GVAC’s Sponsor and its current directors, officers and affiliates will own approximately 4.7% (accounting for 3.5% of the voting power of our common shares),

•        the holders of GVAC Rights will own 575,000 GVAC Class A common shares, which will represent approximately 1.9% of our common shares and 1.4% of the voting power of our common shares;

•        the former stockholders of Helbiz, excluding its Founder, will own approximately 32.9% (accounting for 24.4% of the voting power of our common shares),

•        the Founder of Helbiz will own approximately 45.9% (accounting for 60% of the voting power of our common shares), and

•        the PIPE Investors will own approximately 9.8% of the total shares outstanding (accounting for 7.2% of the voting power of our common shares).

(1) This presentation assumes no additional holders of our common stock exercise their redemption rights with respect to their redeemable common stock upon the Closing.

(2) This presentation assumes the maximum redemption of our public shares to maintain at least $15 million in assets in our trust account).

(3)  Percentage calculations assume the exercise and conversion of: (i) 5,750,000 public warrants, (ii) 287,500 warrants issued to the underwriter in our Initial Public Offering, (iii) 2,100,000 private placement warrants, (iv) 3,000,000 PIPE Warrants, (v) 7,350,000 options to be issued to Helbiz employees, and (vi) 575,000 shares issuable upon conversion of the GVAC Rights.

(4)  Holdings of the listed category of stockholder consists of the sponsor shares held by the Sponsor and our current officers and directors and 2,100,000 shares issuable upon exercise of the private warrants held by the Sponsor.

The minority position of the former GVAC stockholders will give them limited influence over the management and operations of the combined company. 

GVAC’s shareholders who do not redeem their stock will incur dilution from warrants previously attached to redeemed shares.

Upon its initial public offering, GVAC issued 5,750,000 public warrants, all of which remain outstanding. Of these warrants, 3,838,447 warrants are attributable to stockholders that elected to redeem their shares in connection with the May 12, 2021 stockholder meeting (although the beneficial owners of such warrants may have changed as the public warrants are listed for trading on the Nasdaq Capital Market). As of June 24, 2021, the trading value of the Company’s warrants was $0.85 per share or $3,262,680 in value for warrants initially attached to shares that were redeemed in connection with the May 12, 2021 stockholder vote. As a result of the redemption of 3,838,447 shares in connection with GVAC’s annual meeting of stockholders held on May 12, 2021, shareholders who do not redeem their stock will incur dilution from the warrants that previously attached to the redeemed shares at the Initial Public Offering.

Risks Related to GVAC’s Business as a SPAC

GVAC will be forced to liquidate the trust account if it cannot consummate a business combination by August 19, 2021, or fails to obtain the Board and/or shareholder approval required for an extension of such date to a later date. In the event of a liquidation, GVAC’s public stockholders will receive $10.00 per share (plus any interest then available) and the GVAC Warrants will expire worthless.

If GVAC is unable to complete a Business Combination by August 19, 2021, and is forced to liquidate, the per-share liquidation distribution will be $10.00, plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the GVAC Warrants, which will expire worthless as a result of GVAC’s failure to complete a business combination.

Although GVAC’s board of directors also has the ability to further extend the period of time to consummate a Business Combination up to two additional times after August 19, 2021, each by an additional three months, in order to do so, the Sponsor or other insiders or their respective affiliates or designees must deposit into the Trust Account an amount of $0.10 per public share on or prior to the date of the applicable deadline, for each three-month extension. After giving effect to the redemptions as of May 12, 2021, such amount would be $191,155 for each three-month extension (or $382,311 for both extension periods). Further, although GVAC can amend its Certificate of Incorporation to extend the date by which it may complete a business combination prior to a forced liquidation, doing so will require the approval of the majority of the GVAC stockholders and the time and expense associated with that consent. We also would be required to offer our public stockholders the opportunity to redeem their GVAC Shares in connection with such solicitation. It may also require depositing a significant sum of money in its IPO Trust account. If the Board of GVAC were to pursue such an option, it might be unsuccessful in obtaining the consent of the GVAC stockholders.

If you or a “group” of stockholders are deemed to hold in excess of 15% of GVAC’s shares of common stock, you will lose the ability to redeem all such shares in excess of 15% of GVAC’s shares of common stock.

GVAC’s Amended and Restated Certificate of Incorporation provides that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering. Your inability to redeem more than an aggregate of 15% of the shares sold in our Initial Public Offering will reduce your influence over GVAC’s ability to consummate its initial business combination and you could suffer a material loss on your investment in GVAC if you sell such excess shares in open market transactions. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, you would be required to sell your shares in open market transaction, potentially at a loss.

If third parties bring claims against GVAC, the proceeds held in trust could be reduced and the per-share liquidation price received by GVAC’s stockholders may be less than $10.00.

GVAC’s placing of funds in trust may not protect those funds from third-party claims against GVAC. Although GVAC has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of GVAC’s public stockholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of GVAC’s public stockholders. If GVAC liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public stockholders, our Sponsor has contractually agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, GVAC cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our stockholders may be less than $10.00 due to such claims.

Additionally, if GVAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in GVAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, GVAC may not be able to return $10.00 to our public stockholders.

GVAC’s stockholders may be held liable for claims by third parties against GVAC to the extent of distributions received by them.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination by August 19, 2021 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, we intend to redeem our public shares as soon as reasonably possible following August 19, 2021 in the event we do not consummate an initial business combination and, therefore, we do not intend to comply with those procedures.

Because we will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to us at such time that will provide for the payment of all existing and pending claims or claims that may be potentially brought against the Company within the 10 years following dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses, the only likely claims to arise would be from vendors (such as lawyers, investment bankers, and consultants) or prospective target businesses. If the Company’s plan of distribution complies with Section 281(b) of the DGCL, any liability of our stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurance that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination within the required timeframe is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after August 19, 2021 in the event we do not consummate an initial business combination, this may be viewed or interpreted as giving preference to our stockholders over any potential creditors with respect to access to or distributions from the Company’s assets. Furthermore, our board of directors may be viewed as having breached its fiduciary duties to the Company’s creditors and/or may have acted in bad faith, thereby exposing itself and the Company to claims of punitive damages, by paying our stockholders from the trust account prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against the Company for these reasons.

If GVAC’s due diligence investigation of Helbiz was inadequate, then stockholders of GVAC following the Business Combination could lose some or all of their investment.

Even though GVAC conducted a due diligence investigation of Helbiz, it cannot be sure that this diligence uncovered all material issues that may be present inside Helbiz or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Helbiz and its business and outside of its control will not later arise.

Because GVAC’s Sponsor and its officers and directors own GVAC Shares and GVAC Warrants which will not participate in liquidation distributions and, therefore, they will lose their entire investment in us and face other financial consequences if the Business Combination is not completed, they may have a conflict of interest in determining whether the Business Combination is appropriate.

GVAC’s Sponsor and GVAC’s officers and directors own an aggregate of 1,437,500 shares and warrants to purchase 2,100,000 shares of common stock of GVAC. Such individuals have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the trust account if GVAC is unable to consummate a business combination. Accordingly, the GVAC Shares, as well as the Private GVAC Warrants purchased by an affiliate of our Sponsor, will be worthless if GVAC does not consummate a business combination. Based on a market price of $10.21 per share of common stock of GVAC on the record date of July 23, 2021 and $0.919 per warrant on such date, the value of these shares and warrants was approximately $14,676,875 and $1,929,900, respectively. The GVAC Shares acquired prior to the Initial Public Offering, as well as the Private GVAC Warrants will be worthless if GVAC does not consummate a business combination prior to its liquidation date. Consequently, our directors and officers have interests in and arising from the Business Combination that are different from, or in addition, to your interests as a stockholder in identifying and selecting Helbiz as a suitable target business. This may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and are fair to, and in the best interests of, GVAC and its stockholders.

In addition, at the closing of the Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. Presently, none of the Sponsor or our directors, officers and their affiliates have incurred any out-of-pocket expenses that are subject to reimbursement. These financial interests of our Sponsor, executive officers and directors may have influenced their motivation in identifying and selecting Helbiz for the Business Combination. Further, one of our independent directors, Lee Stern, is expected to remain on the board of GVAC following the closing of the Business Combination and will be granted an equity award under the GreenVision 2021 Omnibus Incentive Plan if our stockholders approve the Equity Plan Adoption Proposal.

GVAC requires stockholders who wish to redeem their public shares in connection with the Business Combination to vote their public shares on the Business Combination Proposal.

Pursuant to GVAC’s amended and restated certificate of incorporation, GVAC requires stockholders that wish to redeem their public shares to vote their public shares on the Business Combination Proposal. Although you do not need to vote your shares against the Business Combination Proposal to preserve your redemption rights, you are required to vote your public shares on the Business Combination Proposal. To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of July 23, 2021, the Record Date for the special meeting. Accordingly, if you purchase public shares after the Record Date you will not be able to redeem your shares upon consummation of the Business Combination unless you have either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal.

GVAC is requiring stockholders who wish to redeem their common stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

GVAC is requiring stockholders who wish to redeem their common stock to either tender their certificates to our transfer agent or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC (Deposit/Withdrawal At Custodian) System by no later than two (2) business days prior to the Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and GVAC’s transfer agent will need to act to facilitate this request. It is GVAC’s understanding that stockholders

should generally allot at least two weeks to obtain physical certificates from the transfer agent. The requirement for physical or electronic delivery ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than GVAC anticipates for stockholders to deliver their common stock, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their common stock.

GVAC will require its stockholders who wish to redeem their common stock in connection with the Business Combination to comply with specific requirements for redemption described above, and such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

GVAC is requiring that public stockholders who wish to redeem their common stock in connection with the proposed Business Combination to comply with specific requirements for redemption as described above. If the Business Combination is not consummated, investors who attempted to redeem their common stock will be unable to sell their securities after the failed Business Combination until GVAC has returned their securities to them. The market price for GVAC’s common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

GVAC’s Sponsor and other initial stockholders, which include its officers and directors, control a substantial interest in GVAC and thus may influence certain actions requiring a stockholder vote.

GVAC’s initial stockholders, including its officers and directors, collectively own approximately 43% of GVAC’s issued and outstanding common stock after giving effect to the redemptions at our annual meeting held on May 12, 2021. GVAC’s Sponsor and other initial stockholders have agreed to vote any shares they own in favor of the Business Combination. Therefore, we would need only 237,027 of our public shares (or approximately 12.4% of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming that only a quorum was present at the meeting).

If GVAC’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of GVAC’s securities.

GVAC’s Sponsor and other initial stockholders are entitled to make a demand that it register the resale of their insider shares at any time commencing three months prior to the date on which their shares may be released from escrow, which escrow remains in effect until six (6) months after completion of the Business Combination. Additionally, the purchasers of the private placement Private GVAC Warrants and our initial stockholders, officers and directors are entitled to demand that we register the resale of the shares underlying the Private GVAC Warrants and any securities our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after we consummate a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 3,537,500 GVAC Shares eligible for trading in the public market. In addition, the PIPE Investors were also given registration rights in the subscription agreements pursuant to which GVAC will be required to file a resale registration statement for the shares issued to the PIPE Investors within 30 days after the closing and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof (but no later than the earlier of (i) the 45^th calendar day following the filing date (or the 75^th calendar day if the SEC notifies GVAC that it will “review” the registration statement) and (ii) the second business day after the date GVAC is notified by the SEC that the registration statement will not be “reviewed” or will not be subject to further review). The presence of these additional common stock trading in the public market may have an adverse effect on the market price of GVAC’s securities.

Redemptions in connection with the previous extensions make it more difficult for GVAC to complete a Business Combination.

Upon completion of GVAC’s IPO and a contemporaneous private placement, GVAC placed $57,500,000 in the trust account. On May 12, 2021, following its annual meeting of shareholders, GVAC filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to its amended and restated certificate of incorporation to extend the date by which it has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from May 21, 2021 to August 19, 2021 or such later date as provided for in the Extension Amendment. In connection with the vote to approve the Extension Amendment, the holders of 3,838,447 shares of the Company’s common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of $39,207,114. As a result, an amount of $19,525,208 remains in the trust account as of the date such funds were distributed. The reduction in the funds in the trust account makes it more difficult for GVAC to complete a Business Combination since it reduces the funds available upon completion of the Business Combination to provide working capital for the combined business following the Business Combination. The prior redemptions also reduce the public float until the consummation, if any, of the PIPE Investment in connection with the Business Combination and reduce the number of stockholders that GVAC has. GVAC cannot give assurance that it will be able to satisfy either the Nasdaq public float requirement or the Nasdaq minimum number of round lot shareholders currently or as of a particular date. It is possible that, in order to meet the Nasdaq listing requirements, GVAC may have to raise additional funding, either through a private placement or a backstop arrangement, with no assurance that GVAC will be able to obtain the necessary funding on reasonable terms, if any.

Risks Relating to the GVAC’s Restated Financial Statements

We have restated our consolidated financial statements for the year as of and ended December 31, 2020 and fiscal quarter ended March 31, 2021, which may affect investor confidence, our stock price, our ability to raise capital in the future, our results of operations and financial condition and our ability to complete the proposed Business Combination and which may result in stockholder litigation.

On May 21, 2021, GVAC filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 to restate its consolidated financial statements as of and for the fiscal year ended December 31, 2020 in order to comply with the recent SEC guidance regarding the accounting treatment of warrants for special purpose acquisition companies. Further, on June 1, 2021, GVAC filed an amendment to its Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2021 in order to restate its consolidated financial statements as of and for the fiscal quarter ended March 31, 2021 to appropriately present the impact on the accounting treatment of the temporary equity as a result of the private investment in public equity (PIPE) transaction in connection with the proposed Business Combination. Such restatements may have the effect of eroding investor confidence in GVAC and its financial reporting and accounting practices and processes, and may negatively impact the trading price of its securities, could have a material adverse effect on its business, results of operations and financial condition, may make it more difficult for it to raise capital on acceptable terms, if at all, and may adversely impact its ability to complete its proposed Business Combination with Helbiz. The restatements and related material weaknesses in GVAC’s internal control over financial reporting may also result in stockholder litigation.

GVAC’s Private Warrants are accounted for as liabilities and the changes in value of its Private Warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). The SEC Statement advises, among other things, that certain adjustments generally present in SPAC warrants preclude such warrants from being accounted for as equity. As a result of the SEC Statement, GVAC reevaluated the accounting treatment of the Private Warrants and determined to classify the Private Warrants as liabilities measured at fair value, with changes in fair value recognized in the statement of operations in the period of change.

As a result, included in its consolidated balance sheet as of December 31, 2020 is a derivative liability related to embedded features contained within our Private Warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, GVAC’s consolidated financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of its control. Due to the recurring fair value measurement, GVAC expects that it will recognize non-cash gains or losses on the Private Warrants each reporting period and that the amount of such gains or losses could be material.

GVAC has identified material weaknesses in its internal control over financial reporting. If it is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence and materially and adversely affect its business and operating results.

Following the issuance of the SEC Statement, on May 11, 2021, GVAC’s management and its Audit Committee concluded that its financial statements which were included in its original Annual Report on Form 10-K for the year ended December 31, 2020 should no longer be relied upon due to errors in such consolidated financial statements relating to the classification of the Private Warrants as equity rather than as liabilities. Further, on May 26, 2021, GVAC’s management concluded that its interim condensed financial statements as of March 31, 2021 that were included in its quarterly report on Form 10-Q filed by the Company on May 25, 2021 should no longer be relied upon due to changes required to appropriately present the impact on the accounting treatment of the temporary equity as a result of the private investment in public equity (PIPE) transaction that is the subject of the Subscription Agreements entered into by GVAC and Helbiz with certain investors on March 10, 2021 in connection with the proposed Business Combination, as previously disclosed in the GVAC’s Current Report on Form 8-K filed on March 11, 2021. As a result, GVAC’s management concluded that its internal control over financial reporting was not effective as of December 31, 2020 and March 31, 2021 due to the existence of material weaknesses in such controls, and it has also concluded

that its disclosure controls and procedures were not effective as of such dates due to the material weaknesses in its internal control over financial reporting and inadvertent non-disclosure of the subscription agreements for the PIPE Investments in its original quarterly report on Form 10-Q for the quarter ended March 31, 2021. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. GVAC continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected and corrected on a timely basis, or at all. If GVAC is unable to provide reliable and timely financial reports in the future, its business and reputation may be further harmed. Restated financial statements and failures in internal control may also cause GVAC to fail to meet reporting obligations, negatively affect investor confidence in its management and the accuracy of its financial statements and disclosures, or result in adverse publicity and concerns from investors, any of which could have a negative effect on the price of its securities, subject it to regulatory investigations and penalties or stockholder litigation, and have a material adverse impact on its financial condition.

Risks Related to the Financial Projections

You should be aware that uncertainties are inherent in prospective financial projections of any kind, and such uncertainties increase with the passage of time. None of GVAC or Helbiz or any of their respective affiliates, advisors, officers, directors, or representatives has made or makes any representation or can give any assurance to any GVAC stockholders, or any other person, regarding the ultimate performance of Helbiz compared to the information set forth under “The Business Combination Proposal — Summary of GVAC Financial Analysis” or that any such results will be achieved.

The inclusion of Helbiz’s projections relating to its business in this proxy statement should not be regarded as an indication that GVAC, Helbiz or their respective advisors or other representatives considered or consider the projections to be necessarily predictive of actual future performance or events, and the projections set forth under “The Business Combination Proposal — Summary of GVAC Financial Analysis” should not be relied upon as such.

The projections were prepared by management of Helbiz based, in part, on certain information furnished by Helbiz and speak as of the date that such projections were made. Neither the independent registered public accounting firm of GVAC or Helbiz nor any other independent accounts has audited, reviewed, compiled, examined or performed any procedures with respect to the accompanying unaudited prospective financial information for the purpose of its inclusion herein, and accordingly, neither the independent registered public accounting firm of GVAC or Helbiz, nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto for the purpose of this proxy statement. Due to inherent uncertainties in financial projections of any kind, stockholders are cautioned not to place undue reliance, if any, on the projections. In light of the operating results of Helbiz for the fiscal quarter ended March 31, 2021, there is a significant risk that due to various conditions affecting Helbiz, including, without limitation, the continued COVID-19 pandemic, and the delays in funding of the PIPE investment and consummating the Business Combination, the ridership of Helbiz would grow much less quickly than forecast, and Helbiz indicated that it will materially underperform its projected revenue target for 2021. In addition, Helbiz indicated it may also underperform its 2022 revenue target of $165 million.

The projections for our combined business are subjective in nature and may not be realized.

Helbiz’s projections are inherently subjective in nature and susceptible to interpretation and, accordingly, such projections may not be achieved. For example, Helbiz believes that the continued severity of the COVID-19 pandemic has caused its ridership not to have grown as quickly as anticipated and that it is the principal reason why Helbiz indicated that it will materially underperform its previously projected revenue target of $80 million in 2021 and may also underperform its 2022 revenue target of $165 million. The projections also reflect numerous assumptions made by Helbiz management, including material assumptions regarding, among other things,

•        its ability to successfully identify suitable strategic opportunities, complete desired strategic transactions, or realize their expected benefits;

•        its ability to compete for strategic transactions with other market participants, some of whom may have greater resources than it does;

•        its ability to form strategic relationships that operate with adequate profit margin as compared with its profit margin or which would increase its overall profit margin;

•        its ability to implement its business model in every local market that it enters; and

•        its ability to finance strategic transactions

and other matters that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Helbiz. Accordingly, there can be no assurance that the assumptions made in preparing the projections will be realized. There may be differences between actual and projected results, and the differences may be material, some of which differences Helbiz has identified and discussed in greater detail in the section entitled “The Business Combination Proposal — Summary of GVAC Financial Analysis”. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased by the length of time over which these assumptions apply. The failure to achieve assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Thus, any such failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. Helbiz’s business is subject to numerous risks.

Moreover, projections for the years 2021 to 2025 in the context of a company operating in our business segments are inherently unrealizable given the many variables, including without limitation the COVID-19 pandemic, especially in later years, that may affect results. In light of the operating results of Helbiz for the fiscal quarter ended March 31, 2021, there is a significant risk that due to various conditions affecting Helbiz, including, without limitation, the continued COVID-19 pandemic, and the delays in funding of the PIPE investment and consummating the Business Combination, the ridership of Helbiz would grow much less quickly than forecast, and Helbiz indicated that it will materially underperform its projected revenue target for 2021. In addition, Helbiz indicated that it may also underperform its 2022 revenue target of $165 million. Due to the assumptions made and the risks and variables impacting Helbiz’s businesses, there is also significant risk that the projections for the years ending 2023 to 2025 may not be realized.

Further, the COVID-19 pandemic could also cause Helbiz’s third-party data center hosting facilities and cloud computing platform providers, which are critical to Helbiz’s infrastructure, to shut down their business, experience security incidents that impact its business, delay or disrupt performance or delivery of services, or experience interference with the supply chain of hardware required by their systems and services, any of which could materially adversely affect its business. Further, the COVID-19 pandemic has resulted in Helbiz’s employees and those of many of its vendors working from home and conducting work via the internet, and if the network and infrastructure of internet providers becomes overburdened by increased usage or is otherwise unreliable or unavailable, Helbiz employees’, and Helbiz’s customers’ and vendors’ employees’, access to the internet to conduct business could be negatively impacted. Limitations on access or disruptions to services or goods provided by or to some of Helbiz suppliers and vendors upon which Helbiz platform and business operations relies, could interrupt its ability to provide Helbiz’s platform, decrease the productivity of Helbiz’s workforce, and significantly harm Helbiz’s business operations, financial condition, and results of operations.

All of these assumptions involve variables making them difficult to predict, and some are beyond the control of Helbiz and GVAC. Although Helbiz’s and GVAC’s management believes that there was a reasonable basis for the projections and underlying assumptions, any assumptions for near-term projected cases remain uncertain, and such uncertainty increases with the length of the projected period. The projections are forward-looking statements and are subject to risks and uncertainties. See the section titled “Special Note Regarding Forward-Looking Statements” on page 86. For a discussion of these projections, please see the section titled “The Business Combination Proposal — Summary of Financial Analysis of Helbiz” beginning on page 115.

Helbiz management made numerous material estimates with respect to Helbiz for the years ending December 31, 2021 through 2025 in developing the projections provided to the GVAC Board of Directors.

The projections prepared by Helbiz management were based on estimates from both discussions with, and materials provided, by Helbiz for the years from 2021 to 2025, which themselves were based on numerous assumptions. Additionally, such estimates were then used by GVAC to extrapolate certain prospective financial results based on GVAC management’s assessment of comparable companies and industry metrics. The selected summary

of the adjusted and unadjusted projections that were made available to the GVAC Board of Directors and which GVAC management’s assessments were based upon can be found in the section titled “The Business Combination Proposal — Summary of Financial Analysis of Helbiz” beginning on page 115. GVAC management did not consider ranges for various financial measures but rather considered in deriving these measures, peak sales amounts, which may reduce the utility in later years of the prospective financial results.

Risks Related to Our Common Stock and Organizational Structure

The price of our common stock likely will be volatile like the stocks of other early-stage companies.

The stock markets in general and the markets for early-stage stocks have experienced extreme volatility. The market for the common stock of smaller companies such as ours is characterized by significant price volatility when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats, and we expect that our share price will be more volatile than the shares of such larger, more established companies for the indefinite future.

In addition to the factors discussed in this “Risk Factors” section, price declines in our common stock could also result from general market and economic conditions and a variety of other factors, including:

•        adverse actions taken by regulatory agencies with respect to our products;

•        announcements of technological innovations, patents or new products by our competitors;

•        regulatory developments in the United States and foreign countries;

•        any lawsuit involving us or our product candidates;

•        announcements concerning our competitors, or the industry in which we compete in general;

•        developments concerning any strategic alliances or acquisitions we may enter into;

•        actual or anticipated variations in our operating results;

•        changes in recommendations by securities analysts or lack of analyst coverage;

•        deviations in our operating results from the estimates of analysts;

•        our inability, or the perception by investors that we will be unable, to continue to meet all applicable requirements for continued listing of our common stock on the Nasdaq Capital Market, and the possible delisting of our common stock;

•        sales of our common stock by our executive officers, directors and principal stockholders or sales of substantial amounts of common stock; and

•        loss of any of our key management personnel.

In the past, following periods of volatility in the market price of a particular company’s securities, litigation has often been brought against that company. Any such lawsuit could consume resources and management time and attention, which could adversely affect our business.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Helbiz’s securities. Accordingly, the valuation ascribed to Helbiz’s common shares in the Business Combination may

not be indicative of the actual price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline, which could have a material adverse effect on your investment in our securities.

Factors affecting the trading price of the post-combination company’s securities following the Business Combination may include:

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•        changes in the market’s expectations about our operating results;

•        the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•        speculation in the press or investment community;

•        success of competitors;

•        our operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to the post-combination company;

•        our ability to market new and enhanced products on a timely basis;

•        changes in laws and regulations affecting our business;

•        commencement of, or involvement in, litigation involving the post-combination company;

•        changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of our common stock available for public sale;

•        any major change in our Board or management;

•        sales of substantial amounts of common stock by our directors, officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the post-combination company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Helbiz will have a controlling stockholder whose interests may differ from those of its public stockholders.

Upon the closing of the Business Combination, approximately 60% of the voting power of GVAC’s Common Stock, post-Business Combination, will be controlled, directly or indirectly, by the Founder of Helbiz for up to two years. This stockholder, for such period of time, will have significant influence over corporate management and affairs, as well as matters requiring stockholder approval, and he will be able to, subject to applicable law, participate in the election of the members of the Board of Directors and actions to be taken by it, including amendments to the Amended and Restated Certificate of Incorporation (assuming it is approved by the stockholders) and its Amended and Restated Bylaws and approval of significant corporate transactions, including mergers and sales of substantially all of its assets. The directors so elected will have the authority, subject to applicable rules and regulations, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. It is possible that the interests of this stockholder may in some circumstances conflict with the Company’s interests and the interests of its other stockholders. This could influence his decisions, including with regard to whether and when to dispose of assets and whether and when to incur new or refinance existing indebtedness. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any future challenges by any taxing authorities to the Company’s tax reporting positions may take into consideration this stockholder’s tax or other considerations, which may differ from the Company’s considerations or those of its other stockholders.

Because GVAC may be a “controlled company” following the Business Combination under The Nasdaq Stock Market listing standards, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors is held by an individual, a group or another company, GVAC on a post-Business Combination basis, will qualify as a “controlled company” under The Nasdaq Stock Market listing requirements. Following the completion of the Business Combination, Mr. Palella, through holdings of the Class B Common Stock will control a majority of the voting power of our outstanding capital stock. As a result, GVAC will be a “controlled company” under The Nasdaq Stock Market listing standards and will not be subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors. Although Helbiz has indicated that it does not intend for the combined company to rely on the exemptions for controlled companies, it may eventually rely upon the controlled company exemption.

Mr. Palella may have his interest in GVAC diluted due to future equity issuances or his own actions in selling shares of Class B Common Stock, in each case, which could result in a loss of the “controlled company” exemption under The Nasdaq Stock Market listing rules. Further, the shares of Class B Common Stock will automatically convert into shares of Class A Common Stock no later than two (2) years following the Closing, which may also result in GVAC losing the “controlled company” exemption. If any of those foregoing events transpire, GVAC would then be required to comply with those provisions of The Nasdaq Stock Market listing requirements.

The dual class structure of GVAC’s common stock will have the effect of concentrating voting power with its Chief Executive Officer and Founder, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.

Shares of GVAC’s Class B Common Stock will have such number of votes per share equal to the lesser of ten (10) votes per share or such number of votes per share such that the total number of shares of GVAC Class B Common Stock issued to the Founder represent, in the aggregate, no more than 60% of all of the then outstanding voting securities of GVAC, while shares of GVAC Class A Common Stock will have one vote per share. Upon the consummation of the Business Combination, Mr. Palella, the founder of Helbiz, will hold all of the issued and outstanding shares of GVAC Class B Common Stock. Accordingly, upon the consummation of the Business Combination, Mr. Palella will hold approximately 60% of the voting power of GVAC’s capital stock and will be able to control matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. Palella may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying,

preventing or deterring a change in control of GVAC, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of GVAC, and might ultimately affect the market price of shares of GVAC Class A Common Stock. For information about our dual class structure, see the section titled “Description of GVAC Securities.”

We cannot predict the impact that the dual class structure may have on the stock price of GVAC Class A Common Stock.

We cannot predict whether GVAC’s dual class structure will result in a lower or more volatile market price of GVAC Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our dual class structure, we will likely be excluded from certain of these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make shares of GVAC Class A Common Stock less attractive to other investors. As a result, the market price of shares of GVAC Class A Common Stock could be adversely affected.

The Company’s anti-takeover provisions could prevent or delay a change in control of the company, even if such change in control would be beneficial to its stockholders.

Provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as well as provisions of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of the company, even if such change in control would be beneficial to its stockholders. These provisions include:

•        the authority to issue “blank check” preferred stock that could be issued by the Board of Directors to increase the number of outstanding shares and thwart a takeover attempt;

•        a dual class common stock structure, which provides, upon consummation of the Business Combination, Mr. Palella with the ability to control the outcome of matters requiring stockholder approval, even though Mr. Palella owns less than a majority of the issued and outstanding shares of GVAC’s capital stock;

•        prohibiting the use of cumulative voting for the election of directors;

•        requiring all stockholder actions to be taken at a meeting of its stockholders; and

•        its advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause the Company to take other corporate actions you desire. In addition, because the Board of Directors is responsible for appointing the members of its management team, these provisions could in turn affect any attempt by its stockholders to replace current members of its management team.

In addition, the Delaware General Corporation Law (the “DGCL”), to which the post-combination Company is subject, prohibits it, except under specified circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns at least 15% of its common stock.

Purpose of the Special Meeting of GVAC Stockholders

At the special meeting of stockholders, we are asking holders of GVAC Shares to approve the following proposals:

•        To approve the Merger Agreement, dated as of February 8, 2021, by and among GVAC, Helbiz. the Shareholders’ Representative and GreenVision Merger Sub Inc., as amended by the First Amendment, and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve amendments to the Company’s Amended and Restated Certificate of Incorporation, substantially in the form attached to the accompanying proxy statement as Annex C, in connection with the Business Combination in order to (i) change the name of the public entity to “Helbiz, Inc.” from “GreenVision Acquisition Corp.” and (ii) to, upon completion of the Business Combination (a) reclassify all of our authorized shares our common stock, par value $0.00001 per share, into an aggregate of 300,000,000 shares of Common Stock, consisting of (a) a number of shares of Class B Common Stock equal to the product of (I) 3,069,539 and (II) the Consideration Conversion Ratio, and (b) a number of shares of Class A Common Stock that equals 300,000,000 less the number of authorized shares of Class B Common Stock. The amended and restated certificate of incorporation will entitle the holders of shares of Class A Common Stock to cast one vote per share and holders of shares of Class B Common Stock 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. This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

•        To approve the GreenVision Acquisition Corp. 2021 Omnibus Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

•        To approve the issuance of more than 20% of the issued and outstanding common stock of GVAC pursuant to the terms of the Merger Agreement and the PIPE Investment contemplated by the Merger Agreement, as required by Listing Rules 5635(a), (b), and (d) of the Nasdaq Capital Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 4.”

•        To elect Salvatore Palella, Giulio Profumo, Kimberly L. Wilford, Guy Adami and Lee Stern to serve as directors on the Company’s board of directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

•        To approve the adjournment of the special meeting, if necessary or advisable, in the event GVAC does not receive the requisite stockholder vote to approve one or more proposals presented to stockholders for vote. This proposal is called the “Adjournment Proposal” or “Proposal No. 6.”

Recommendation of the GVAC Board of Directors to Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Board of Directors of GVAC has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of GVAC and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board of Directors of GVAC reviewed various industry and financial data and the due diligence and evaluation materials provided by Helbiz, including financial information related to its current operations and business plan and its potential future expansion, and the fairness opinion provided to it by Collier Securities, Inc. GVAC’s Board of Directors recommends that GVAC stockholders vote:

•        FOR Proposal No. 1, the Business Combination Proposal;

•        FOR Proposal No. 2, the Charter Amendment Proposal;

•        FOR Proposal No. 3, the Equity Plan Adoption Proposal;

•        FOR Proposal No. 4, the Nasdaq 20% Proposal;

•        FOR Proposal No. 5, the Director Election Proposal; and

•        FOR Proposal No. 6, the Adjournment Proposal.

GVAC’s Board of Directors have interests that may be different from or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement for further information.

Record Date; Who Is Entitled to Vote

We have fixed the close of business on July 23, 2021, as the “record date” for determining those GVAC stockholders entitled to notice of and to vote at the special meeting. As of the close of business on the record date, there were 3,349,053 shares of common stock of GVAC issued and outstanding and entitled to vote. Each holder of GVAC Shares is entitled to one vote per share on each of the Proposal described herein.

As of the Record Date, GVAC’s Sponsor and other initial stockholders, either directly or beneficially, owned and were entitled to vote 1,437,500 shares of common stock, or approximately 43% of GVAC’s issued and outstanding common stock. With respect to the Business Combination, GVAC’s Sponsor and other initial stockholders have agreed to vote their respective shares of common stock owned by them in favor of the Business Combination Proposal and the other Proposals.

Quorum and Required Vote for Stockholder Proposals

A quorum of GVAC stockholders is necessary to hold a valid meeting. The presence in person or by proxy of a majority of the outstanding shares of Common Stock entitled to vote at the special meeting is necessary to constitute a quorum at the special meeting. A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Votes of stockholders of record who participate in the special meeting or by proxy, including votes to abstain on the proposals, will be counted as present for purposes of determining whether a quorum exists. If you are a beneficial owner (as defined below) of shares of the Company’s common stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals (also referred to as broker non-votes), your shares will not be counted as present at the special meeting for purposes of determining whether a quorum exists.

Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the outstanding shares of our Common Stock present in person (through the virtual meeting platform) or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “AGAINST” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote in person (through the virtual meeting platform) or by proxy of the holders of a majority of all the outstanding shares of GVAC Common Stock entitled to vote thereon at the special meeting. Accordingly, abstentions or a broker non-vote will have the same effect as a vote AGAINST this proposal.

The Director Election Proposal is decided by a plurality of the votes cast by the stockholders present in person (through the virtual meeting platform) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Director Election Proposal.

Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees.

Voting Your Shares — Stockholders of Record

If you are a stockholder of record, you may vote by mail or at the special meeting. Each share of our common stock that you own in your name entitles you to one vote on each of the proposals on which you are entitled to vote at the special meeting. Your one or more proxy cards show the number of shares of our common stock that you own.

Voting by Mail.   You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the special meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our Board. Our Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Equity Plan Adoption Proposal, “FOR” the Nasdaq 20% Proposal, “FOR” the Director Election Proposal, and “FOR” the Adjournment Proposal. To ensure that votes submitted by mail are counted, votes submitted by mail must be received by 11:00 a.m., Eastern time, on August 11, 2021.

Voting at the Special Meeting.    If you attend the special meeting, you may also submit your vote at the special meeting via the special meeting website at https://www.cstproxy.com/greenvisionacquisition/sm2021, in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the special meeting.

Voting Your Shares — Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. As a beneficial owner, if you wish to vote at the special meeting, you will need to obtain a legal proxy from your bank, broker, or other nominee and e-mail a copy (a legible photograph is sufficient) of the legal proxy to proxy@continentalstock.com. You will then be issued a 12-digit meeting control number that will allow you to register to attend and participate in the special meeting.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST VOTE YOUR PUBLIC SHARES ON THE BUSINESS COMBINATION PROPOSAL AND CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE BUSINESS COMBINATION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OUR TRANSFER AGENT, AT LEAST TWO DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our corporate secretary in writing before the special meeting that you have revoked your proxy at GreenVision Acquisition Corp., 8 The Green, Suite #4966, Dover, Delaware 19901, Attn: Chief Financial Officer; or our solicitation agent, Advantage Proxy at 1 (877) 870-8565.

•        you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares?

If you have any questions about how to vote or direct a vote in respect of your common stock, you may call Advantage Proxy, our proxy solicitor, at (877) 870-8565 or GVAC at (302) 289-8280.

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the approval of the Business Combination and the five other proposals stated herein. Under GVAC’s Amended and Restated Certificate of Incorporation, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

Redemption Rights

Pursuant to GVAC’s Amended and Restated Certificate of Incorporation, a holder of GVAC Shares may demand that GVAC redeem such common stock for cash in connection with a business combination. You may not elect to redeem your shares prior to the completion of a business combination.

Pursuant to GVAC’s Amended and Restated Certificate of Incorporation, GVAC requires stockholders that wish to redeem their public shares to vote their public shares on the Business Combination Proposal. To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of July 23, 2021, the Record Date for the special meeting. Accordingly, if you purchase public shares after the Record Date you will not be able to redeem your shares upon consummation of the Business Combination unless you have either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal.

If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on August 9, 2021 (two (2) business days before the special meeting), that GVAC redeem your shares into cash; and (ii) submit your request in writing to GVAC’s transfer agent, at the address listed at the end of this section and delivering your shares to GVAC’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the meeting. In order to validly request redemption, you must either make a request for redemption on the proxy card or separately send a request in writing to GVAC’s transfer agent. The proxy card or separate request must be signed by the applicable stockholder in order to validly request redemption.

You may tender the GVAC Shares for which you are electing redemption by two (2) business days before the special meeting by either:

•        Delivering certificates representing GVAC’s Shares to GVAC’s transfer agent, or

•        Delivering the GVAC Shares electronically through the DWAC system.

GVAC stockholders will be entitled to redeem their GVAC Shares for a full pro rata share of the trust account (currently anticipated to be no less than approximately $10.21 per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by GVAC’s transfer agent two (2) business days prior to the special meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination. Any public stockholder who voted on the Business Combination Proposal and holds shares of GVAC on or before August 9, 2021 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to GVAC’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, by the business day prior to the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and GVAC’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a fee and the broker would determine whether or not to pass this cost on to the redeeming holder. It is GVAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. GVAC does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their GVAC Shares before exercising their redemption rights and thus will be unable to redeem their GVAC Shares.

In the event that a stockholder tenders its GVAC Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its GVAC Shares, the stockholder may withdraw the tender. In the event that a stockholder tenders GVAC Shares and the Business Combination is not completed, these GVAC Shares will not be redeemed for cash and the physical certificates representing these GVAC Shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. GVAC anticipates that a stockholder who tenders GVAC Shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such GVAC Shares soon after the completion of the Business Combination.

If properly demanded by GVAC’s public stockholders, GVAC will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $10.21 per share, net of taxes payable. If you exercise your redemption rights, you will be exchanging your GVAC Shares for cash and will no longer own the GVAC Shares.

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the GVAC Shares.

If too many public stockholders exercise their redemption rights, we may not be able to meet certain conditions, and as a result, would not be able to proceed with the Business Combination.

Tendering Common Stock Share Certificates in connection with Redemption Rights

GVAC is requiring the GVAC public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to GVAC’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option at least two (2) business days prior to the special meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether GVAC requires holders seeking to exercise redemption rights to tender their GVAC Shares. The need to deliver GVAC Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, GVAC will promptly return the share certificates to the public stockholder.

United States Federal Income Taxation Relating to Redeeming Stockholders

General

This section is a general summary of the material U.S. federal income tax provisions relating to the redemption of GVAC’s common stock in connection with a business combination. This section does not address any aspect of U.S. federal gift or estate tax, or the state, local or non-U.S. tax consequences of an investment in our securities, nor does it provide any actual representations as to any tax consequences of the acquisition, ownership or disposition of our securities.

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our securities that is for U.S. federal income tax purposes:

•        an individual citizen or resident of the United States;

•        a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia

•        an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source, or

•        a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only the redemption of our shares of common stockholders who own and hold our securities as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:

•        financial institutions or financial services entities;

•        broker-dealers;

•        taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;

•        tax-exempt entities;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        regulated investment companies;

•        regulated investment companies;

•        expatriates or former long-term residents of the United States;

•        persons that actually or constructively own 5 percent or more of our voting shares;

•        persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

•        persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;

•        persons whose functional currency is not the U.S. dollar;

•        controlled foreign corporations; or

•        passive foreign investment companies.

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of our securities. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

We have not sought, and will not seek, a ruling from the IRS or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDEMPTION OF OUR SECURITIES IN CONNECTION WITH THE BUSINESS COMBINATION. IT DOES NOT PROVIDE ANY ACTUAL REPRESENTATIONS AS TO ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES AND WE HAVE NOT OBTAINED ANY OPINION OF COUNSEL WITH RESPECT TO SUCH TAX CONSEQUENCES. AS A RESULT, EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

Redemption of Common Stock

If a U.S. Holder redeems common stock into the right to receive cash pursuant to the exercise of a shareholder redemption right, for U.S. federal income tax purposes, such conversion or sale generally will be treated as a redemption and will be subject to the following rules. If the redemption qualifies as a sale of the common stock under Section 302 of the Code:

•        a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the securities.

•        The regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rate on ordinary income, except that under tax law currently in effect long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at reduced rates. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the securities exceeds one year. The deductibility of capital losses is subject to various limitations. U.S. Holders who recognize losses with respect to a disposition of our securities should consult their own tax advisors regarding the tax treatment of such losses.

Whether redemption of our shares qualifies for sale treatment will depend largely on the total number of shares of GVAC common stock treated as held by such U.S. Holder. The redemption of common stock generally will be treated as a sale or exchange of common stock (rather than as a distribution) if the receipt of cash upon the redemption (i) is “substantially disproportionate” with respect to a U.S. Holder, (ii) results in a “complete termination” of such holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only the GVAC common stock actually owned by such holder, but also our the GVAC common stock that is constructively owned by such holder. A U.S. Holder may constructively own, in addition to our common stock owned directly, common stock owned by related individuals and entities in which such holder has an interest or that have an interest in such holder, as well as any common stock such holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and

constructively owned by a U.S. Holder immediately following the redemption of our common stock must, among other requirements, be less than 80% of the percentage of our issued and outstanding voting and common stock actually and constructively owned by such holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our common stock is actually and constructively owned by such U.S. Holder are redeemed or (ii) all of our common stock actually owned by such U.S. Holder is redeemed and such holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution of shares owned by family members and such holder does not constructively own any other shares. The redemption of the common stock will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their own tax advisors as to the tax consequences of any such redemption.

If none of the foregoing tests are satisfied, then the redemption may be treated as a distribution a U.S. Holder generally will be required to include in gross income as dividends the amount received. Such amount will be taxable to a corporate U.S. holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its common stock (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such common stock. With respect to non-corporate U.S. Holders, dividends may be subject to the lower applicable long-term capital gains tax rate (see above) if our common stock is readily tradeable on an established securities market in the United States and certain other requirements are met. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any cash dividends paid with respect to our common stock. After the application of those rules, any remaining tax basis a U.S. Holder has in the redeemed common stock will be added to the adjusted tax basis in such holder’s remaining common stock. If there are no remaining common stock, a U.S. Holder should consult its own tax advisors as to the allocation of any remaining basis.

Certain U.S. Holders may be subject to special reporting requirements with respect to a redemption of common stock, and such holders should consult with their own tax advisors with respect to their reporting requirements.

Appraisal Rights

Appraisal rights are not available to holders of GVAC Shares in connection with the proposed Business Combination or any other Proposals.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our Board of Directors. This solicitation is being made by mail but also may be made by telephone or in person. GVAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. GVAC has engaged Solicitation Agent to assist in the solicitation of proxies for the Special Meeting. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card.

GVAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. GVAC will pay Advantage Proxy a fee of $7,500, plus disbursements, reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as our proxy solicitor. GVAC will ask banks, brokers and other nominees to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. GVAC will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the special meeting.

GVAC Initial Stockholders

In September 2019, GVAC issued an aggregate of 1,437,500 shares of Common Stock to our Sponsor, GreenVision Capital Holdings LLC, for an aggregate purchase price of $25,000. The Sponsor is controlled by two of our officers and directors, Zhigeng (David) Fu and Qi (Karl) Ye. The Sponsor transferred an aggregate of 60,000 sponsor Shares to two of our independent directors, Jonathan Intrater and He (Herbert) Yu.

In addition, in conjunction with the closing of the Initial Public Offering, the Sponsor purchased 2,100,000 warrants, each warrant to purchase one GVAC Share, at a price of $1.00 per warrant. The warrants held by the Sponsor have an exercise price of $11.50 per warrant. Each of our two executive officers has a pecuniary interest in the shares held by the Sponsor. These Private Warrants are identical to the public GVAC Warrants included in the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

Pursuant to a registration rights agreement between us and our initial stockholders, those stockholders are entitled to certain registration rights with respect to the GVAC Shares and GVAC Warrants held by them, as well as the underlying securities. The holders of these securities are entitled to make up to two demands that GVAC register the sale of such securities. The holders of the initial shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. GVAC will bear the expenses incurred in connection with the filing of any such registration statements.