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): August 3, 2021
GreenVision Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39136 | 84-3015108 | ||
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(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
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8 The Green, Suite #4966 Dover, DE 19901 |
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| (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. ☐
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Item 7.01 Regulation FD Disclosure.
On August 3, 2021, Helbiz Inc. (“Helbiz”) announced that it had lunched a fleet of 100 MiMoto electric mopeds throughout Pescara, Italy. The region of operation will also include neighboring cities Montesilvano, Francavilla and San Giovanni Teatino. Helbiz acquired MiMoto earlier in 2021. 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.
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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, as amended, 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 has also mailed a definitive proxy statement and other relevant documents to its stockholders in connection with its solicitation of proxies for the special meeting of the stockholders of GreenVision to be held to approve the Business Combination. GreenVision’s stockholders and other interested persons are advised to read the definitive proxy statement filed in connection with the Business Combination, and any other relevant documents that it may file or furnish with the SEC 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 HAS FILED OR MAY FILE WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GREENVISION, HELBIZ AND THE TRANSACTION. The definitive proxy statement and other relevant materials for the Business Combination has been mailed to stockholders of GreenVision as of the record date established for voting on the Business Combination and the other matters to be voted upon at the special meeting. Stockholders will also be able to obtain copies of the definitive proxy statement and other documents filed with the SEC, without 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.
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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 August 3, 2021 |
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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: August 3, 2021 | By: | /s/ Zhigeng (David) Fu |
| Name: | Zhigeng (David) Fu | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Mobility Service in Pescara, Italy with MiMoto Electric Mopeds
100 MiMoto e-mopeds now available for citizens and visitors
Underscores Helbiz’s continued expansion efforts across Italy
PESCARA, Italy, August 3, 2021 – Helbiz, a global leader in micro-mobility that is the business combination target of GreenVision Acquisition Corp. (Nasdaq: GRNV), and that recently acquired MiMoto Smart Mobility S.r.l., today announced that it has launched a fleet of 100 MiMoto electric mopeds throughout Pescara, Italy. The region of operation will also include neighboring cities Montesilvano, Francavilla and San Giovanni Teatino.
Following the successful deployment of 500 Helbiz e-scooters in July of 2020, this launch will provide the community with additional micro-mobility offerings to keep up with the increased demand. Helbiz remains the only micro-mobility provider authorized by the Municipality of Pescara and has seen more than 10,000 e-scooter rides with an average traveling distance of approximately 6.5km since the initial launch. This consistent use of Helbiz e-scooters has also eliminated more than 1 million tons of CO2 during the past month alone. This highlights the local community’s significant shift towards sustainable mobility.
Users can download the MiMoto mobile app to instantly geolocate, rent and unlock e-mopeds directly from their smartphones with just a tap. The rate to rent is €0.26 per minute, €4.90 per hour or €19.90 for the whole day. Each MiMoto e-moped is approved for two passengers and comes equipped with two helmets of different sizes, sanitizing perfumers, disposable hygienic caps and a sanitizing foam for self-drying helmets.
“This launch of MiMoto e-mopeds supports our continued commitment to enhance modern mobility and reduce pollution, while benefiting our citizens and the social and economic system of our city,” said Carlo Masci, Mayor of Pescara. “We have been focused on this vision to become an eco-sustainable system since the beginning. The new MiMoto electric scooters are now available throughout the city and we welcome citizens to ride them safely and with their common sense. Just as the shared scooter offerings have changed the face of our city, we are sure that this will be equally successful. I thank Helbiz and the Councilor for Mobility who have been committed to this mutual goal.”
“As a contemporary city, Pescara has enjoyed the implementation of e-scooters and I am convinced that the community will also welcome the zero-emission electric mopeds with great enthusiasm,” declares Luigi Albore Mascia, Councilor for Mobility of Pescara. "Sustainable mobility is the most important tool that our administration is using to improve the quality of life of citizens. Over the course of twenty-four months, we have created a virtuous system that will reward us in the years to come.”
“Our services continue to achieve extraordinary results and prove that implementing micro-mobility offerings is key to advancing sustainable transport,” said Matteo Tanzilli, Head of Institutional Relations at Helbiz in Italy. “With a sustainability conscious population, Pescara is one of our busiest cities, with users renting our vehicles daily. We look forward to providing the citizens and tourists of Pescara with an additional zero-impact, micro-mobility sharing service. This launch underscores our commitment to support the city of Pescara in its increasingly green approach. We are thrilled to work hand in hand with the Mayor and the Councilor for Mobility to advance their vision for the city.”
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.
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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 has filed a definitive proxy statement with the SEC on July 26, 2021 and has mailed the definitive proxy statements to its stockholders as of the record date established for voting on the business combination. Additionally, GreenVision will file other relevant materials with the SEC in connection with the business combination. Copies of the definitive proxy statement and other materials 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 definitive proxy statement and other relevant materials filed in connection with the proposed business combination 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 definitive proxy statement 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.
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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 definitive proxy statement with respect to the proposed business combination filed on July 26, 2021 with the SEC, and in GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as 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, as amended, 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, is set forth in the definitive proxy statement relating to the business combination.
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 definitive proxy statement for the business combination which was filed with the SEC on July 26, 2021. This document 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