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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