UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 26, 2021

 

GreenVision Acquisition Corp.

(Exact Name of Registrant as Specified in Charter) 

 

Delaware   001-39136   84-3015108
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

 

8 The Green, Suite #4966

Dover, DE 19901

 
  (Address of Principal Executive Offices, and Zip Code)  
     
  (302) 289-8280  
  Registrant’s Telephone Number, Including Area Code  
     
     
  (Former Name or Former Address, if Changed Since Last Report)   

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of share of Common Stock, one redeemable warrant, and one right   GRNVU    The Nasdaq Stock Market LLC
Common Stock, $0.00001 par value   GRNV    The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Common Stock   GRNVW   The Nasdaq Stock Market LLC
Rights, each to receive one-tenth (1/10) of one share of Common Stock   GRNVR   The Nasdaq Stock Market LLC

 

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

 

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

 

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

 

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

 

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

 

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

 

Emerging growth company

 

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

 

 
 
 

 

Item 7.01 Regulation FD Disclosure.

 

Item 8.01 Other Events.

 

On July 26, 2021, Helbiz Inc. (“Helbiz”) announced that it has partnered with Telepass to launch a fleet of 300 electric scooters throughout the inner city and surrounding areas of Reggio Emilia, Italy. A copy of the press release is attached hereto as Exhibit 99.1. 

 

Helbiz is the business combination target of GreenVision Acquisition Corp. (“GreenVision”), a special purpose acquisition corporation. On February 8, 2021, Helbiz, GreenVision, Salvatore Palella (as Shareholders’ Representative), and GreenVision Merger Sub, Inc. (“Merger Sub”) entered into a merger agreement, as subsequently amended on April 8, 2021 (the “Merger Agreement”), pursuant to which Merger Sub will merge into Helbiz and as a result of the business combination (“Business Combination”), Helbiz will become a wholly-owned subsidiary of GreenVision. Following the completion of the Business Combination, GreenVision will change its name to Helbiz Inc.

 

The press release is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

 

 

 
 
 

IMPORTANT NOTICES

 

Participants in the Solicitation

 

GreenVision Acquisition Corp. and its directors and executive officers may be deemed participants in the solicitation of proxies from GreenVision’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in GreenVision is contained in the definitive proxy statement which was filed on July 26, 2021 with the Securities and Exchange Commission (“SEC”), and in GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC. Such filings are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to GreenVision Acquisition Corp., 8 The Green, Suite #4966, Dover, DE 19901, Attention: Chief Financial Officer, telephone: (302) 289-8280. Additional information regarding the interests of such participants is contained in the definitive proxy statement for the Business Combination as filed with the SEC.

 

Helbiz is the business combination target of GreenVision Acquisition Corp. (“GreenVision”), a special purpose acquisition corporation. On February 8, 2021, Helbiz, GreenVision, Salvatore Palella (as Shareholders’ Representative), and Merger Sub entered into the Merger Agreement, as subsequently amended on April 8, 2021, pursuant to which Merger Sub will merge into Helbiz and as a result of the Business Combination, Helbiz will become a wholly-owned subsidiary of GreenVision, and GreenVision will change its name to Helbiz Inc.

 

Helbiz and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of GreenVision in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are set forth the definitive proxy statement which was filed on July 26, 2021 with the SEC. Such document can be obtained free of charge from the sources indicated above.

 

Important Information About the Business Combination and Where to Find It

 

In connection with the Business Combination, GreenVision has filed a definitive proxy statement regarding the Business Combination with the SEC. GreenVision is also mailing a definitive proxy statement and other relevant documents to its stockholders. GreenVision’s stockholders and other interested persons are advised to read the definitive proxy statement and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about GreenVision, Helbiz and the Business Combination. INVESTORS AND SECURITY HOLDERS OF GREENVISION ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT GREENVISION FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREENVISION, HELBIZ AND THE TRANSACTION. The definitive proxy statement and other relevant materials for the Business Combination is being mailed to stockholders of GreenVision as of the record date established for voting on the Business Combination. Stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: GreenVision Acquisition Corp., 8 The Green, Suite #4966, Dover, DE 19901, Attention: Chief Financial Officer, telephone: (302) 289-8280.

 

 

 

 
 
 

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. GreenVision and Helbiz’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, GreenVision’s and Helbiz’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside GreenVision’s and Helbiz’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Business Combination to fail to close; (2) the outcome of any legal proceedings that may be instituted against GreenVision or Helbiz following the announcement of the Merger Agreement and the Business Combination; (3) the inability to complete the Business Combination, including due to failure to obtain approval of the stockholders of GreenVision or other conditions to closing in the Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; (5) the inability to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the Business Combination; (6) the risk that the announcement and consummation of the Business Combination disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Helbiz may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on the combined company’s business; and (12) other risks and uncertainties indicated from time to time in the proxy statement to be filed relating to the Business Combination, including those under “Risk Factors” therein, and in GreenVision’s other filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that GreenVision considers immaterial or which are unknown. GreenVision cautions that the foregoing list of factors is not exclusive. GreenVision cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. GreenVision does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are attached to this Current report on Form 8-K.

 

Exhibit No.   Exhibit Title or Description
     
99.1   Press Release dated July 26, 2021

 

 

 
 
 

SIGNATURE

 

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

 

  GreenVision Acquisition Corp.
   
Date: July 27, 2021 By: /s/ Zhigeng (David) Fu
  Name:   Zhigeng (David) Fu
  Title:  Chief Executive Officer

 

 

 

  

 
 
 

 


 

Exhibit 99.1

 

 

 

Micro-Mobility Leader, Helbiz, Launches E-Scooters in Reggio Emilia, Italy

 

A total of 300 e-scooters will be deployed

 

Follows successful launches of fleets across 25 Italian cities

 

Reggio Emilia, July 26, 2021 - Helbiz, a global leader in micro-mobility that is the business combination target of GreenVision Acquisition Corp. (Nasdaq: GRNV), today announced that it has partnered with Telepass to launch a fleet of 300 safe and innovative electric scooters throughout the inner city and surrounding areas of Reggio Emilia. This supports Helbiz’s continued expansion efforts across Italy, now offering its services across 25 cities.

 

“As the city with the most cycle paths in Italy, Reggio Emilia is the ideal market for our sustainable e-scooters,” said Matteo Tanzilli, Head of Institutional Relations at Helbiz. “We are thrilled to expand our operations throughout the Emilia Romagna region and look forward to generating new jobs across Italy to support the post-pandemic revival."

 

Helbiz has opened a Reggio Emilia-based office and warehouse to run its operations on-the-ground, employing a full-time team to ensure its fleet is charged, repaired and well-maintained. As part of the company’s ongoing safety guidelines, each device is cleaned and disinfected multiple times a day.

 

Users can download the Helbiz or TelepassPay mobile apps on iOS and Android to instantly geolocate, rent and unlock e-scooters directly from their smartphones with just a tap. The rate to rent an e-scooter is €1 for the initial unlock + €0.20 per minute. With a Helbiz UNLIMITED subscription, users can take an unlimited number of daily trips for a flat rate of €39.99 per month. Helbiz has also implemented special parking areas throughout the city of Reggio Emilia.

 

"Shared scooters provide a sustainable transportation option for citizens to go from place to place," said Mobility Commissioner Carlotta Bonvicini. "We are nothing short of pleased to implement this new micro-mobility offering. It is agile in the urban fabric, has a minimal environmental impact, and abides by the policies of the municipal administration. Similarly to the city’s cycling policies, the municipal administration has the duty to promote this new type of mobility, while educating and communicating its rules of use.”

 

Helbiz currently has over 1,500 electric scooters, electric bicycles and MiMoto electric mopeds throughout the Emilia Romagna region, including the cities of Parma, Ravenna, Cesena, Rimini and Santarcangelo di Romagna.

 

ABOUT HELBIZ

Helbiz is a global leader in micro-mobility services. Launched in 2016 and headquartered in New York City, the company operates e-scooters, e-bicycles and e-mopeds in nearly 30 cities around the world including Washington, D.C., Alexandria, Arlington, Miami, Milan and Rome. Helbiz utilizes a customized, proprietary fleet management platform, artificial intelligence and environmental mapping to optimize operations and business sustainability. In Q1 2021, Helbiz Inc announced a merger with SPAC GreenVision Acquisition Corp. (Nasdaq: GRNV), which will result in it becoming the first micro-mobility company listed on NASDAQ when the business combination is completed, which is expected to occur in August 2021.

 

 
 
 

 

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s or GreenVision’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the ability of the Company to meet Nasdaq listing standards following the transaction and in connection with the consummation thereof; (iii) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or the stockholders of GreenVision or other reasons; (iv) the failure to meet the minimum cash requirements of the Merger Agreement due to GreenVision stockholder redemptions and the failure to obtain replacement financing; (v) the failure to meet projected development and production targets; (vi) costs related to the proposed transaction; (vii) changes in applicable laws or regulations; (viii) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability; (ix) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (x) the effect of the COVID-19 pandemic on the Company and GreenVision and their ability to consummate the transaction; and (xi) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the “SEC”) by the Company. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in GreenVision’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and amended on May 21, 2021. GreenVision's SEC filings are available publicly on the SEC's website at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information currently available to GreenVision and Helbiz and speaks only as of the date on which it is made. GreenVision and Helbiz undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

 

Additional Information about the Transaction and Where to Find It

In connection with the proposed business combination, GreenVision filed a preliminary proxy statement with the SEC. Additionally, GreenVision will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of GreenVision are urged to read the preliminary proxy statement, the definitive proxy statement and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release. GreenVision’s stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available as well as other documents filed with the SEC by GreenVision, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: GreenVision Acquisition Corp., 8 The Green, Suite #4966, Dover, DE 19901, Attention: Chief Financial Officer, Tel. (302 289-8280).

 

 
 
 

 

Participants in Solicitation

GreenVision and its directors and officers may be deemed participants in the solicitation of proxies of GreenVision’s shareholders in connection with the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in GreenVision is contained in the preliminary proxy statement with respect to the proposed business combination filed on April 8, 2021 with the SEC, and in GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and subsequently amended, which was filed with the SEC Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of GreenVision’s executive officers and directors in the solicitation by reading GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the definitive proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of GreenVision’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the definitive proxy statement relating to the business combination when it becomes available.

 

Helbiz and its officers and directors may also be deemed participants in such solicitation. A list of the names of such directors and executive officers and information regarding their interests in the business combination are set forth in the preliminary proxy statement, which was filed on April 8, 2021 with the SEC and the definitive proxy statement for the business combination when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

Non-Solicitation

This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Helbiz Contacts

For investor and media inquiries, contact:

Global Head of Communications:

Davide D’Amico - tel. +39 335 7715011 email: davide.damico@helbiz.com

 

PR and Communication Manager:

Chiara Garbuglia - +39 335 7388163 email: chiara.garbuglia@helbiz.com

 

Regions

USA

The Blueshirt Group

Gary Dvorchak, CFA - Phone: +1 (323) 240-5796 - email: gary@blueshirtgroup.com

 

Agent of Change

Marcy Simon - Phone: +1 (917) 833-3392 - Email: marcy@agentofchange.com

 

EUROPE

Helbiz Investor Relations:investor.relations@helbiz.com