false --12-31 2024 Q3 0001788841 0001788841 2024-01-01 2024-09-30 0001788841 2024-11-19 0001788841 2024-09-30 0001788841 2023-12-31 0001788841 us-gaap:CommonClassAMember 2024-09-30 0001788841 us-gaap:CommonClassAMember 2023-12-31 0001788841 2024-07-01 2024-09-30 0001788841 2023-07-01 2023-09-30 0001788841 2023-01-01 2023-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesBMember 2024-06-30 0001788841 mcom:ConvertiblePreferredStockSeriesAMember 2024-06-30 0001788841 mcom:ClassACommonStockMember 2024-06-30 0001788841 mcom:ClassBCommonStockMember 2024-06-30 0001788841 us-gaap:RetainedEarningsMember 2024-06-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001788841 2024-06-30 0001788841 mcom:ClassACommonStockMember 2023-12-31 0001788841 mcom:ClassBCommonStockMember 2023-12-31 0001788841 us-gaap:RetainedEarningsMember 2023-12-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001788841 mcom:ClassACommonStockMember 2023-06-30 0001788841 mcom:ClassBCommonStockMember 2023-06-30 0001788841 us-gaap:RetainedEarningsMember 2023-06-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-06-30 0001788841 2023-06-30 0001788841 mcom:ConvertiblePreferredStockSeriesBMember 2022-12-31 0001788841 mcom:ConvertiblePreferredStockSeriesAMember 2022-12-31 0001788841 mcom:ClassACommonStockMember 2022-12-31 0001788841 mcom:ClassBCommonStockMember 2022-12-31 0001788841 us-gaap:RetainedEarningsMember 2022-12-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001788841 2022-12-31 0001788841 mcom:ConvertiblePreferredStockSeriesBMember 2024-07-01 2024-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesAMember 2024-07-01 2024-09-30 0001788841 mcom:ClassACommonStockMember 2024-07-01 2024-09-30 0001788841 mcom:ClassBCommonStockMember 2024-07-01 2024-09-30 0001788841 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-01 2024-09-30 0001788841 mcom:ClassACommonStockMember 2024-01-01 2024-09-30 0001788841 mcom:ClassBCommonStockMember 2024-01-01 2024-09-30 0001788841 us-gaap:RetainedEarningsMember 2024-01-01 2024-09-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-09-30 0001788841 mcom:ClassACommonStockMember 2023-07-01 2023-09-30 0001788841 mcom:ClassBCommonStockMember 2023-07-01 2023-09-30 0001788841 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 2023-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesBMember 2023-01-01 2023-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesAMember 2023-01-01 2023-09-30 0001788841 mcom:ClassACommonStockMember 2023-01-01 2023-09-30 0001788841 mcom:ClassBCommonStockMember 2023-01-01 2023-09-30 0001788841 us-gaap:RetainedEarningsMember 2023-01-01 2023-09-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesBMember 2024-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesAMember 2024-09-30 0001788841 mcom:ClassACommonStockMember 2024-09-30 0001788841 mcom:ClassBCommonStockMember 2024-09-30 0001788841 us-gaap:RetainedEarningsMember 2024-09-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-09-30 0001788841 mcom:ClassACommonStockMember 2023-09-30 0001788841 mcom:ClassBCommonStockMember 2023-09-30 0001788841 us-gaap:RetainedEarningsMember 2023-09-30 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-09-30 0001788841 2023-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesBMember 2023-09-30 0001788841 mcom:ConvertiblePreferredStockSeriesAMember 2023-09-30 0001788841 2024-08-01 2024-08-30 0001788841 2024-08-30 0001788841 2024-08-19 0001788841 mcom:EuropeanMobilityRevenuesThirdPartiesMember 2024-07-01 2024-09-30 0001788841 mcom:EuropeanMobilityRevenuesThirdPartiesMember 2023-07-01 2023-09-30 0001788841 mcom:EuropeanMobilityRevenuesThirdPartiesMember 2024-01-01 2024-09-30 0001788841 mcom:EuropeanMobilityRevenuesThirdPartiesMember 2023-01-01 2023-09-30 0001788841 mcom:MediaRevenuesThirdPartiesMember 2024-07-01 2024-09-30 0001788841 mcom:MediaRevenuesThirdPartiesMember 2023-07-01 2023-09-30 0001788841 mcom:MediaRevenuesThirdPartiesMember 2024-01-01 2024-09-30 0001788841 mcom:MediaRevenuesThirdPartiesMember 2023-01-01 2023-09-30 0001788841 mcom:OtherRevenuesThirdPartiesMember 2024-07-01 2024-09-30 0001788841 mcom:OtherRevenuesThirdPartiesMember 2023-07-01 2023-09-30 0001788841 mcom:OtherRevenuesThirdPartiesMember 2024-01-01 2024-09-30 0001788841 mcom:OtherRevenuesThirdPartiesMember 2023-01-01 2023-09-30 0001788841 mcom:OtherRevenuesRelatedPartyMember 2024-07-01 2024-09-30 0001788841 mcom:OtherRevenuesRelatedPartyMember 2023-07-01 2023-09-30 0001788841 mcom:OtherRevenuesRelatedPartyMember 2024-01-01 2024-09-30 0001788841 mcom:OtherRevenuesRelatedPartyMember 2023-01-01 2023-09-30 0001788841 us-gaap:SegmentContinuingOperationsMember 2024-07-01 2024-09-30 0001788841 us-gaap:SegmentContinuingOperationsMember 2023-07-01 2023-09-30 0001788841 us-gaap:SegmentContinuingOperationsMember 2024-01-01 2024-09-30 0001788841 us-gaap:SegmentContinuingOperationsMember 2023-01-01 2023-09-30 0001788841 us-gaap:SegmentDiscontinuedOperationsMember 2024-07-01 2024-09-30 0001788841 us-gaap:SegmentDiscontinuedOperationsMember 2023-07-01 2023-09-30 0001788841 us-gaap:SegmentDiscontinuedOperationsMember 2024-01-01 2024-09-30 0001788841 us-gaap:SegmentDiscontinuedOperationsMember 2023-01-01 2023-09-30 0001788841 mcom:EuropeanMobilityRevenuesThirdPartiesMember 2023-12-31 0001788841 mcom:EuropeanMobilityRevenuesThirdPartiesMember 2024-09-30 0001788841 mcom:MediaRevenuesThirdPartiesMember 2023-12-31 0001788841 mcom:MediaRevenuesThirdPartiesMember 2024-09-30 0001788841 mcom:MarketingConsultingServicesRelatedPartyMember 2023-12-31 0001788841 mcom:MarketingConsultingServicesRelatedPartyMember 2024-01-01 2024-09-30 0001788841 mcom:MarketingConsultingServicesRelatedPartyMember 2024-09-30 0001788841 mcom:OtherRevenuesThirdPartiesMember 2023-12-31 0001788841 mcom:OtherRevenuesThirdPartiesMember 2024-09-30 0001788841 mcom:OtherRevenuesRelatedPartyMember 2023-12-31 0001788841 mcom:OtherRevenuesRelatedPartyMember 2024-09-30 0001788841 mcom:SharingElectricVehiclesMember 2024-09-30 0001788841 mcom:SharingElectricVehiclesMember 2023-12-31 0001788841 us-gaap:FurnitureAndFixturesMember 2024-09-30 0001788841 us-gaap:FurnitureAndFixturesMember 2023-12-31 0001788841 mcom:ComputerSoftwareMember 2024-09-30 0001788841 mcom:ComputerSoftwareMember 2023-12-31 0001788841 us-gaap:LeaseholdImprovementsMember 2024-09-30 0001788841 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001788841 us-gaap:SegmentContinuingOperationsMember 2024-09-30 0001788841 us-gaap:SegmentContinuingOperationsMember 2023-12-31 0001788841 us-gaap:SegmentDiscontinuedOperationsMember 2024-09-30 0001788841 us-gaap:SegmentDiscontinuedOperationsMember 2023-12-31 0001788841 us-gaap:CostOfSalesMember 2024-07-01 2024-09-30 0001788841 us-gaap:CostOfSalesMember 2023-07-01 2023-09-30 0001788841 us-gaap:CostOfSalesMember 2024-01-01 2024-09-30 0001788841 us-gaap:CostOfSalesMember 2023-01-01 2023-09-30 0001788841 us-gaap:ResearchAndDevelopmentExpenseMember 2024-07-01 2024-09-30 0001788841 us-gaap:ResearchAndDevelopmentExpenseMember 2023-07-01 2023-09-30 0001788841 us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-09-30 0001788841 us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-09-30 0001788841 us-gaap:GeneralAndAdministrativeExpenseMember 2024-07-01 2024-09-30 0001788841 us-gaap:GeneralAndAdministrativeExpenseMember 2023-07-01 2023-09-30 0001788841 us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-09-30 0001788841 us-gaap:GeneralAndAdministrativeExpenseMember 2023-01-01 2023-09-30 0001788841 mcom:SecuredConvertibleLoanNetMember 2024-09-30 0001788841 mcom:SecuredConvertibleLoanNetMember 2024-01-01 2024-09-30 0001788841 mcom:SecuredConvertibleLoanNetMember 2023-12-31 0001788841 us-gaap:ConvertibleDebtMember 2024-09-30 0001788841 us-gaap:ConvertibleDebtMember 2024-01-01 2024-09-30 0001788841 us-gaap:ConvertibleDebtMember 2023-12-31 0001788841 mcom:UnsecuredLoansNetMember 2024-09-30 0001788841 mcom:UnsecuredLoansNetMember 2024-01-01 2024-09-30 0001788841 mcom:UnsecuredLoansNetMember 2023-12-31 0001788841 mcom:RelatedPartyPromissoryNoteMember 2024-09-30 0001788841 mcom:RelatedPartyPromissoryNoteMember 2024-01-01 2024-09-30 0001788841 mcom:RelatedPartyPromissoryNoteMember 2023-12-31 0001788841 mcom:OtherFinancialLiabilitiesMember 2024-01-01 2024-09-30 0001788841 mcom:OtherFinancialLiabilitiesMember 2024-09-30 0001788841 mcom:OtherFinancialLiabilitiesMember 2023-12-31 0001788841 mcom:SecuredConvertibleLoanMember 2023-12-08 0001788841 mcom:SecuredConvertibleLoanMember 2023-12-01 2023-12-08 0001788841 mcom:SecuredConvertibleLoanMember 2024-01-01 2024-09-30 0001788841 mcom:SecuredConvertibleLoanMember 2024-09-30 0001788841 us-gaap:ConvertibleDebtMember 2023-11-13 0001788841 us-gaap:ConvertibleDebtMember 2023-11-01 2023-11-13 0001788841 us-gaap:InvestorMember 2022-07-15 0001788841 us-gaap:InvestorMember 2022-07-01 2022-07-15 0001788841 us-gaap:InvestorMember 2024-01-01 2024-09-30 0001788841 mcom:WheelsUnsecuredDebtsMember 2023-12-01 2023-12-28 0001788841 mcom:WheelsUnsecuredDebtsMember 2024-03-01 2024-03-26 0001788841 mcom:RelatedPartyPromissoryNotesMember mcom:PalellaHoldingsLLCMember 2024-01-01 2024-09-30 0001788841 mcom:RelatedPartyPromissoryNotesMember mcom:PalellaHoldingsLLCMember 2024-09-30 0001788841 mcom:OperatingLeasesMember 2024-07-01 2024-09-30 0001788841 mcom:OperatingLeasesMember 2023-07-01 2023-09-30 0001788841 mcom:OperatingLeasesMember 2024-01-01 2024-09-30 0001788841 mcom:OperatingLeasesMember 2023-01-01 2023-09-30 0001788841 mcom:OperatingLeaseMember 2024-09-30 0001788841 us-gaap:OtherCurrentLiabilitiesMember 2024-01-01 2024-09-30 0001788841 us-gaap:OtherCurrentLiabilitiesMember 2023-01-01 2023-12-31 0001788841 mcom:WheelsMember 2024-01-01 2024-09-30 0001788841 srt:MinimumMember 2024-01-01 2024-09-30 0001788841 srt:MaximumMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:CostOfSalesMember 2024-07-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:CostOfSalesMember 2023-07-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:CostOfSalesMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:CostOfSalesMember 2023-01-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:ResearchAndDevelopmentExpenseMember 2024-07-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:ResearchAndDevelopmentExpenseMember 2023-07-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:ResearchAndDevelopmentExpenseMember 2023-01-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:SellingAndMarketingExpenseMember 2024-07-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:SellingAndMarketingExpenseMember 2023-07-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:SellingAndMarketingExpenseMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:SellingAndMarketingExpenseMember 2023-01-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember mcom:SepaFinancialExpensesMember 2024-07-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember mcom:SepaFinancialExpensesMember 2023-07-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember mcom:SepaFinancialExpensesMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember mcom:SepaFinancialExpensesMember 2023-01-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:GeneralAndAdministrativeExpenseMember 2024-07-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:GeneralAndAdministrativeExpenseMember 2023-07-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember us-gaap:GeneralAndAdministrativeExpenseMember 2023-01-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember 2024-07-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember 2023-07-01 2023-09-30 0001788841 mcom:EquityIncentivePlanMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanMember 2023-01-01 2023-09-30 0001788841 mcom:EquityIncentivePlanCommonStockPurchaseOptionMember 2024-07-01 2024-09-30 0001788841 mcom:EquityIncentivePlanCommonStockPurchaseOptionMember 2023-07-01 2023-09-30 0001788841 mcom:EquityIncentivePlanCommonStockPurchaseOptionMember 2024-01-01 2024-09-30 0001788841 mcom:EquityIncentivePlanCommonStockPurchaseOptionMember 2023-01-01 2023-09-30 0001788841 us-gaap:ConvertibleDebtMember 2024-07-01 2024-09-30 0001788841 us-gaap:ConvertibleDebtMember 2023-07-01 2023-09-30 0001788841 us-gaap:ConvertibleDebtMember 2024-01-01 2024-09-30 0001788841 us-gaap:ConvertibleDebtMember 2023-01-01 2023-09-30 0001788841 mcom:CommonStocksToBeIssuedOutsideEquityIncentivePlansMember 2024-07-01 2024-09-30 0001788841 mcom:CommonStocksToBeIssuedOutsideEquityIncentivePlansMember 2023-07-01 2023-09-30 0001788841 mcom:CommonStocksToBeIssuedOutsideEquityIncentivePlansMember 2024-01-01 2024-09-30 0001788841 mcom:CommonStocksToBeIssuedOutsideEquityIncentivePlansMember 2023-01-01 2023-09-30 0001788841 mcom:CommonStockPurchaseWarrantsMember 2024-07-01 2024-09-30 0001788841 mcom:CommonStockPurchaseWarrantsMember 2023-07-01 2023-09-30 0001788841 mcom:CommonStockPurchaseWarrantsMember 2024-01-01 2024-09-30 0001788841 mcom:CommonStockPurchaseWarrantsMember 2023-01-01 2023-09-30 0001788841 mcom:MobilityInEuropeMember 2024-07-01 2024-09-30 0001788841 mcom:MobilityInEuropeMember 2023-07-01 2023-09-30 0001788841 mcom:MobilityInEuropeMember 2024-01-01 2024-09-30 0001788841 mcom:MobilityInEuropeMember 2023-01-01 2023-09-30 0001788841 mcom:MediaMember 2024-07-01 2024-09-30 0001788841 mcom:MediaMember 2023-07-01 2023-09-30 0001788841 mcom:MediaMember 2024-01-01 2024-09-30 0001788841 mcom:MediaMember 2023-01-01 2023-09-30 0001788841 mcom:AllOtherMember 2024-07-01 2024-09-30 0001788841 mcom:AllOtherMember 2023-07-01 2023-09-30 0001788841 mcom:AllOtherMember 2024-01-01 2024-09-30 0001788841 mcom:AllOtherMember 2023-01-01 2023-09-30 0001788841 country:IT 2024-07-01 2024-09-30 0001788841 country:IT 2023-07-01 2023-09-30 0001788841 country:IT 2024-01-01 2024-09-30 0001788841 country:IT 2023-01-01 2023-09-30 0001788841 country:RS 2024-07-01 2024-09-30 0001788841 country:RS 2023-07-01 2023-09-30 0001788841 country:RS 2024-01-01 2024-09-30 0001788841 country:RS 2023-01-01 2023-09-30 0001788841 country:US 2024-07-01 2024-09-30 0001788841 country:US 2023-07-01 2023-09-30 0001788841 country:US 2024-01-01 2024-09-30 0001788841 country:US 2023-01-01 2023-09-30 0001788841 country:IT 2024-09-30 0001788841 country:IT 2023-12-31 0001788841 country:US 2024-09-30 0001788841 country:US 2023-12-31 0001788841 mcom:AllOtherCountriesMember 2024-09-30 0001788841 mcom:AllOtherCountriesMember 2023-12-31 0001788841 mcom:HelbizSerbiaMember 2024-01-01 2024-09-30 0001788841 mcom:HelbizMediaMember 2024-01-01 2024-09-30 0001788841 mcom:HelbizSerbiaMember 2024-07-01 2024-09-30 0001788841 us-gaap:SubsequentEventMember mcom:UnsecuredNoteMember 2024-10-30 0001788841 us-gaap:SubsequentEventMember mcom:UnsecuredNoteMember 2024-10-01 2024-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

false 2025 Q1 --12-31 0001788841 0001788841 2025-01-01 2025-03-31 0001788841 2025-05-19 0001788841 2025-03-31 0001788841 2024-12-31 0001788841 2024-01-01 2024-03-31 0001788841 us-gaap:CommonStockMember 2024-12-31 0001788841 us-gaap:RetainedEarningsMember 2024-12-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001788841 us-gaap:CommonStockMember 2023-12-31 0001788841 us-gaap:RetainedEarningsMember 2023-12-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001788841 2023-12-31 0001788841 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001788841 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001788841 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001788841 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-01-01 2024-03-31 0001788841 us-gaap:CommonStockMember 2025-03-31 0001788841 us-gaap:RetainedEarningsMember 2025-03-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001788841 us-gaap:CommonStockMember 2024-03-31 0001788841 us-gaap:RetainedEarningsMember 2024-03-31 0001788841 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-03-31 0001788841 2024-03-31 0001788841 mcom:UnsecuredLoansNetMember 2025-03-31 0001788841 mcom:UnsecuredLoansNetMember 2024-12-31 0001788841 mcom:AdvancesFromBankMember 2025-03-31 0001788841 mcom:AdvancesFromBankMember 2024-12-31 0001788841 mcom:UnsecuredLoansNetMember 2025-01-01 2025-03-31 0001788841 mcom:ServiceAgreementMember mcom:EverliMember 2025-01-01 2025-03-31 0001788841 mcom:ITServicesRevenuesRelatedPartyMember 2025-01-01 2025-03-31 0001788841 mcom:ITServicesRevenuesRelatedPartyMember 2024-01-01 2024-03-31 0001788841 us-gaap:SegmentContinuingOperationsMember 2025-01-01 2025-03-31 0001788841 us-gaap:SegmentContinuingOperationsMember 2024-01-01 2024-03-31 0001788841 us-gaap:FurnitureAndFixturesMember 2025-03-31 0001788841 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001788841 mcom:RAndDEquipmentMember 2025-03-31 0001788841 mcom:RAndDEquipmentMember 2024-12-31 0001788841 mcom:ComputerSoftwareMember 2025-03-31 0001788841 mcom:ComputerSoftwareMember 2024-12-31 0001788841 us-gaap:SegmentContinuingOperationsMember 2025-03-31 0001788841 us-gaap:SegmentContinuingOperationsMember 2024-12-31 0001788841 us-gaap:CostOfSalesMember 2025-01-01 2025-03-31 0001788841 us-gaap:CostOfSalesMember 2024-01-01 2024-03-31 0001788841 us-gaap:GeneralAndAdministrativeExpenseMember 2025-01-01 2025-03-31 0001788841 us-gaap:GeneralAndAdministrativeExpenseMember 2024-01-01 2024-03-31 0001788841 mcom:RelatedpartySecuredConvertibleLoanNetMember 2025-03-31 0001788841 mcom:RelatedpartySecuredConvertibleLoanNetMember 2024-12-31 0001788841 mcom:RelatedPartyPromissoryNoteMember 2025-03-31 0001788841 mcom:RelatedPartyPromissoryNoteMember 2024-12-31 0001788841 mcom:ThirdPartyUnsecuredLoansNetMember 2025-03-31 0001788841 mcom:ThirdPartyUnsecuredLoansNetMember 2024-12-31 0001788841 mcom:ThirdPartyOtherFinancialLiabilitiesMember 2025-03-31 0001788841 mcom:ThirdPartyOtherFinancialLiabilitiesMember 2024-12-31 0001788841 mcom:SecuredConvertibleLoanMember 2023-12-08 0001788841 mcom:SecuredConvertibleLoanMember 2023-12-01 2023-12-08 0001788841 mcom:SecuredConvertibleLoanMember 2025-01-01 2025-03-31 0001788841 mcom:RelatedPartyPromissoryNotesMember mcom:PalellaHoldingsLLCMember 2025-01-01 2025-03-31 0001788841 mcom:UnsecuredDebtsMember us-gaap:InvestorMember 2022-07-15 0001788841 mcom:UnsecuredDebtsMember us-gaap:InvestorMember 2022-07-01 2022-07-15 0001788841 mcom:UnsecuredDebtsMember us-gaap:InvestorMember 2025-01-01 2025-03-31 0001788841 mcom:UnsecuredDebtsMember 2025-01-01 2025-03-31 0001788841 srt:MinimumMember 2025-01-01 2025-03-31 0001788841 srt:MaximumMember 2025-01-01 2025-03-31 0001788841 mcom:EquityIncentivePlanCommonStockPurchaseOptionMember 2025-01-01 2025-03-31 0001788841 mcom:EquityIncentivePlanCommonStockPurchaseOptionMember 2024-01-01 2024-03-31 0001788841 us-gaap:ConvertibleDebtMember 2025-01-01 2025-03-31 0001788841 us-gaap:ConvertibleDebtMember 2024-01-01 2024-03-31 0001788841 mcom:CommonStocksToBeIssuedOutsideEquityIncentivePlansMember 2025-01-01 2025-03-31 0001788841 mcom:CommonStocksToBeIssuedOutsideEquityIncentivePlansMember 2024-01-01 2024-03-31 0001788841 mcom:CommonStockPurchaseWarrantsMember 2025-01-01 2025-03-31 0001788841 mcom:CommonStockPurchaseWarrantsMember 2024-01-01 2024-03-31 0001788841 mcom:CommonSharesNotIncludedInTheEpsBasicMember 2025-01-01 2025-03-31 0001788841 mcom:CommonSharesNotIncludedInTheEpsDilutedMember 2025-01-01 2025-03-31 0001788841 mcom:CommonSharesNotIncludedInTheEpsBasicMember 2024-01-01 2024-03-31 0001788841 mcom:CommonSharesNotIncludedInTheEpsDilutedMember 2024-01-01 2024-03-31 0001788841 mcom:ITServicesRevenuesMember 2025-01-01 2025-03-31 0001788841 mcom:ITServicesRevenuesMember 2024-01-01 2024-03-31 0001788841 country:RS 2025-01-01 2025-03-31 0001788841 country:RS 2024-01-01 2024-03-31 0001788841 country:RS 2025-03-31 0001788841 country:RS 2024-12-31 0001788841 country:US 2025-03-31 0001788841 country:US 2024-12-31 0001788841 mcom:ServiceAgreementMember mcom:EverliMember 2025-01-01 2025-03-31 0001788841 mcom:ITServicesRevenuesRelatedPartyMember 2025-01-01 2025-03-31 0001788841 mcom:ITServicesRevenuesRelatedPartyMember 2024-01-01 2024-03-31 0001788841 mcom:RelatedPartyPromissoryNotesMember mcom:PalellaHoldingsLLCMember 2025-03-31 0001788841 mcom:StandbyEquityPurchaseAgreementMember mcom:YorkvilleMember 2025-04-01 2025-04-21 0001788841 mcom:StandbyEquityPurchaseAgreementMember mcom:YorkvilleMember 2025-04-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39136

micromobility.com, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

84-3015108

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

500 Broome St., New York, NY 10013

(Address of principal executive offices)

(917) 675-7157

(Issuer’s telephone number)

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act: None.

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 1920, ~~2024~~2025, 92,214,637 shares of common stock, par value $0.00001 per share, were issued and outstanding.

MICROMOBILITY.COM, INC.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

TABLE OF CONTENTS

	Page
Part I. Financial Information	2
Item 1. Unaudited Financial Statements	21
Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	2
Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	1
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023 (unaudited)	3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three ended March 31, 2025 and 2024 (unaudited)	2
Condensed Consolidated Statements Changes in Convertible Preferred Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (unaudited)	4
Condensed Consolidated Statements Changes in Convertible Preferred Stock and Stockholders’ Deficit for the three months ended March 31, 2025 and 2024 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	5
Notes to Unaudited Condensed Consolidated Financial Statements	76
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2015
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	3122
Item 4. Controls and Procedures	3122
Part II. Other Information	3123
Item 1. Legal Proceedings	3123
Item 1A. Risk Factors	3223
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3223
Item 3. Defaults Upon Senior Securities	3223
Item 4. Mine Safety Disclosures	3223
Item 5. Other Information	3223
Item 6. Exhibits	3323
Part III. Signatures	3424

PART 1 – FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~141~~77		$	~~117~~84
Accounts receivables		592			676
VAT receivables		55			51
Accounts receivables - Related Party		134			—
Accounts receivables – Related Party		151			—
VAT receivables		—			928
Prepaid and other current assets		90			53
Prepaid and other current assets		793			1,169
Current assets of discontinued operations		628			1,547
Current assets of discontinued operations		78			139
Total current assets		1,001			1,735
Total current assets		1,738			3,028
Equipment, net		62			82
Property, equipment and deposits, net		348			955
Other assets		19			19
Right of use assets		170			529
Non-current assets of discontinued operations		302			300
Other assets		242			211
TOTAL ASSETS	$	1,384		$	2,136
Non-current assets of discontinued operations		66			2,309
TOTAL ASSETS	$	2,564		$	7,032
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	41,~~584~~912		$	71,~~037~~792
Accounts payable related to media rights		7,665			11,394
Accrued expenses and other current liabilities		364			231
Accrued expenses and other current liabilities		3,886			3,823
Deferred revenues – Related Party		—			35
Legal contingencies		4,290			2,267
Short term financial liabilities, net		3,964			3,949
Deferred revenues		810			793
Short term financial liabilities, net – Related Party		6,648			6,526
Deferred revenues – Related Party		5,633			—
Current liabilities of discontinued operations		22,111			21,915
Short term financial liabilities, net		15,926			13,075
Total current Liabilities		34,999			34,448
Current liabilities of discontinued operations		2,251			9,700
Non-current liabilities of discontinued operations		687			852
Total current Liabilities		45,045			48,089
TOTAL LIABILITIES		35,686			35,300
Non-current financial liabilities, net		1,047			1,709
Commitments and contingencies		Note 8
Operating lease liabilities		146			355
Other non-current liabilities		10			42
Non-current liabilities of discontinued operations		—			639
TOTAL LIABILITIES		46,248			50,834
Commitments and contingencies		Note 10
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding		—			—
Class A Common stock, $0.00001 par value; 900,000,000 shares authorized and; 92,214,637 and 8,856,230 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		211,695			210,339
Common stock, $0.00001 par value; 900,000,000 shares authorized and; 92,214,637 shares issued and outstanding at March 31, 2025 and December 31, 2024		210,896			210,896
Accumulated other comprehensive loss		(21,~~287~~757	)		(~~2,144~~848	)
Accumulated deficit		(~~253~~243,~~092~~441	)		(~~251~~243,~~997~~212	)
Total Stockholders’ deficit		(4334,~~684~~302	)		(4333,~~802~~164	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	21,~~564~~384			72,~~032~~136

The accompanying notes are an integral part of these condensed consolidated financial statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenue	$	775		$	1,225		$	1,536		$	7,256
Revenues – Related Party	$	477		$	127
Operating expenses:
Cost of revenue		~~484~~323			~~1,314~~175			~~1,437~~			~~17,878~~
General and administrative		~~867~~352			41,~~811~~230			~~5,466~~			~~15,942~~
Sales and marketing		8			120			53			1,123
Total operating expenses		675			1,405
Research and development		—			480			—			2,089
Loss from operations		(198	)		(1,278	)
Total operating expenses		1,359			6,724			6,956			37,031
Non-operating income (expenses), net
Loss from operations		(584	)		(5,499	)		(5,420	)		(29,775	)
Interest expense, net		(179	)		(806	)
Non-operating income (expenses), net
Legal claims - accruals		—			(2,000	)
Interest expense, net		(852	)		(1,067	)		(2,556	)		(4,631	)
Gain on extinguishment of financial debts		—			728
Gain on extinguishment of financial debts		—			—			822			637
SEPA financial expenses, net		—			(102	)
SEPA financial income (expenses), net		—			(1,137	)		(102	)		(3,840	)
Other income (expenses), net		(1	)		(1	)
Other income (expenses), net		(222	)		258			720			224
Total non-operating income (expenses), net		(180	)		(2,181	)
Total non-operating income (expenses), net		(1,074	)		(1,946	)		(1,116	)		(7,610	)
Exchange gain (loss), net		—			49
Income Taxes		—			~~(10~~—	)		—			~~(48~~	)
Net loss from continuing operations	$	(~~1,658~~378	)	$	(73,~~456~~410	)	$	~~(6,536~~	)	$	~~(37,433~~	)
Net income (loss) from discontinued operations		6,632			(2,021	)		5,441			(25,816	)
Net income (loss) discontinued operations		149			(1,109	)
Net income (loss)		4,974			(9,477	)		(1,095	)		(63,249	)
Net loss		(229	)		(4,519	)
Basic Earnings Per Common Share
Basic and diluted Earnings Per Common Share
Net income (loss) from continuing operations per share attributable to common stockholders, basic	$	(0.02	)	$	(7.02	)	$	(0.11	)	$	(89.36	)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted		(0.00	)		(0.13	)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic		0.07			(1.90	)		0.09			(61.63	)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted		0.00			(0.04	)
Net income (loss) per share attributable to common stockholders, basic	$	0.05		$	(8.92	)	$	(0.02	)	$	(150.99	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.00	)	$	(0.17	)
Weighted-average number of shares outstanding used to compute net income or loss per share, basic		92,214,659			1,062,639			59,902,969			418,888
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted		92,214,637			26,632,566
Diluted Earnings Per Common Share
Net loss		(229	)		(4,519	)
Net income (loss) from continuing operations per share attributable to common stockholders, diluted	$	(0.02	)	$	(7.02	)	$	(0.11	)	$	(89.86	)
Other comprehensive (loss) income, net of tax:
Net income (loss) from discontinued operations per share attributable to common stockholders, diluted		0.07			(1.90	)		0.09			(61.13	)
Changes in foreign currency translation adjustments		(909	)		577
Net income (loss) per share attributable to common stockholders, diluted		0.05			(8.92	)		(0.02	)		(150.99	)
Net loss and comprehensive loss	$	(1,138	)	$	(3,942	)
Weighted-average number of shares outstanding used to compute net income or loss per share, diluted		92,243,056			1,062,639			59,902,969			418,888
Net income (loss)		4,974			(9,477	)		(1,095	)		(63,249	)
Other comprehensive (loss) income, net of tax:
Changes in foreign currency translation adjustments		(737	)		908			(143	)		1,659
Net income (loss) and comprehensive income	$	4,237		$	(8,569	)	$	(1,238	)	$	(61,590	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Micromobility.com, Inc.

~~(Formerly~~Condensed Consolidated Statements of Stockholders’ ~~Helbiz~~Deficit for the three months ended March 31, ~~Inc.)~~2025

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2024

(in thousands, except share and per share data)

(unaudited)

			Class A Common Stock						Accumulated				Accumulated Other Comprehensive (Loss)				TOTAL STOCKHOLDERS’
		Common Stock						Accumulated				Accumulated Other Comprehensive				TOTAL STOCKHOLDERS’
		Shares	~~Shares~~		Amount	~~Amount~~		Deficit	~~Deficit~~			(Loss) Income	~~Income~~			DEFICIT	~~DEFICIT~~
Balance as of July 1, 2024	-	-		92,214,637		$	211,628	-	$	(258,066	)		$	(1,550	)		$	(47,988	)
Balance as of January 1, 2025			92,214,637		$	210,896		$	(243,212	)		$	(848	)			(33,164	)
Share based compensation				—			67			—				—				67
Changes in currency translation adjustment			—			—			—				(909	)			(909	)
Changes in currency translation adjustment				—			—			—				(737	)			(737	)
Net loss			—			—			(229	)			—				(229	)
Net income (loss)	-	-		—			—	-		4,974				—				4,974
Balance as of March 31, 2025			92,214,637			210,896		$	(243,441	)		$	(1,757	)		$	(34,302	)
Balance as of September 30, 2024	-	-		92,214,637		$	211,695		$	(253,092	)		$	(2,287	)		$	(43,684	)

	Class A Common Stock					Accumulated			Accumulated Other Comprehensive			TOTAL STOCKHOLDERS’
	Shares		Amount			Deficit			(Loss) Income			DEFICIT
Balance as of January 1, 2024		8,856,230	$	210,339	-	$	(251,997	)	$	(2,144	)		(43,802	)
Issuance of common shares – for Advance Notices under SEPA		35,400,000		564			—			—			564
Issuance of common shares – for Settlement of financial liabilities		928,942		6			—			—			6
Issuance of common shares – for Conversion of Related Party - Promissory Note		47,029,465		611			—			—			611
Share based compensation		—		175			—			—			175
Changes in currency translation adjustment		—		—			—			(143	)		(143	)
Net income (loss)		—		—	-		(1,095	)		—			(1,095	)
Balance as of September 30, 2024		92,214,637		211,695	-	$	(253,092	)	$	(2,287	)	$	(43,684	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Micromobility.com, Inc.

~~(Formerly~~Condensed Consolidated Statements of Convertible ~~Helbiz~~Preferred Stock Stockholders’ Deficit for the three months ended March 31, ~~Inc.)~~2024

~~Condensed~~(in ~~Consolidated~~thousands, ~~Statements~~except ofshare ~~Convertible Preferred Stock~~ and ~~Stockholders’~~per ~~Deficit~~share ~~for the three and nine months ended September 30, 2023~~data)

(in thousands, except share and per share data which account for two reverse Splits occurred during year ended December 31, 2023)

(unaudited)

	Class A Common Stock					Class B Common Stock						Accumulated			Accumulated Other Comprehensive (Loss)			TOTAL STOCKHOLDERS’
	Common Stock					Accumulated			Accumulated Other Comprehensive			TOTAL STOCKHOLDERS’
	Shares		Amount			~~Shares~~Deficit			~~Amount~~(Loss) Income			~~Deficit~~DEFICIT			~~Income~~			~~DEFICIT~~
Balance as of July 1, 2023		326,981	$	188,083			1,897		$	—		$	(243,715	)	$	(2,153	)	$	(57,830	)
Balance as of January 1, 2024		8,856,230	$	210,339		$	(251,997	)	$	(2,144	)		(43,802	)
Issuance of common shares – for Advance Notices under SEPA		135,~~176~~400,000		~~14,432~~564			—			—			—564			—			~~14,432~~
Class B Common Shares conversion into Class A Common Shares		1,897		—			(1,897	)		—			—			—			—
Issuance of common shares – for Settlement of financial liabilities		928,942		6			—			—			6
Share based compensation		—		~~(271~~42	)		—			—			—42			—			~~(271~~	)
Changes in currency translation adjustment		—		—			—			—577			—577			~~908~~			~~908~~
Net income (loss)		—		—			—			—			(9,477	)		—			(9,477	)
Net loss		—		—			(4,519	)		—			(4,519	)
Balance as of September 30, 2023		1,504,878	$	202,199			—		$	—		$	(253,192	)	$	(1,245	)	$	(52,238	)
Balance as of March 31, 2024		45,185,172		210,950		$	(256,516	)	$	(1,567	)	$	(47,133	)

	SERIES B –PREFERRED			SERIES A – CONVERTIBLE PREFERRED			Class A Common Stock				Class B Common Stock					Accumulated			Accumulated Other Comprehensive			TOTAL STOCKHOLDERS’
	STOCK			STOCK			Shares		Amount		Shares			Amount		Deficit			(Loss) Income			DEFICIT
Balance as of January 1, 2023	$	—		$	945			21,802	$	152,996		1,897		$	—	$	(189,942	)	$	(2,904	)		(39,850	)
Issuance of common shares – for Advance Notices under SEPA		—			—			1,477,720		46,164		—			—		—			—			46,164
Issuance of common shares – for Conversion of Convertible Notes		—			—			691		1,296		—			—		—			—			1,296
Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks		—			(945	)		904		945		—			—		—			—			945
Issuance of common shares – for purchasing Intangible Assets		—			—			46		50		—			—		—			—			50
Issuance of common shares – for settlement of Payroll liabilities		—			—			370		182		—			—		—			—			182
Issuance of common shares - for Settlement of Account payables		—			—			673		151		—			—		—			—			151
Issuance of warrants - for Settlement of Account payables		—			—			—		69		—			—		—			—			69
Share based compensation		—			—			775		345		—			—		—			—			345
Issuance of Series B Preferred Stock		0			—			—		—		—			—		—			—			0
Redemption of Series B Preferred Stock		(0	)		—			—		—		—			—		—			—			(0	)
Class B Common Shares conversion into Class A Common Shares		—			—			1,897		—		(1,897	)		—		—			—			—
Changes in currency translation adjustment		—			—			—		—		—			—		—			1,659			1,659
Net income (loss)		—			—			—		—		—			—		(63,249	)		—			(63,249	)
Balance as of September 30, 2023	$	—		$	—			1,504,878		202,199		—		$	—	$	(253,192	)	$	(1,245	)	$	(52,238	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Condensed Consolidated Statements of Cash Flows

(in thousands, except share and per share data)

(unaudited)

	Nine months ended September 30,
	Three months ended March 31,
	2024			2023
	2025			2024
Operating activities
Net loss	$	(~~1,095~~229	)	$	(634,~~249~~519	)
Net income (loss) from discontinued operations		~~5,441~~149			(251,~~816~~109	)
Net loss from continuing operations		(~~6,536~~378	)		(373,~~433~~410	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		~~535~~23			~~1,571~~34
Assets write-offs		85			1,675
Non-cash interest expenses and amortization of debt discount		179			799
Non-cash interest expenses and amortization of debt discount		2,549			1,590
Amortization of Right-of-use assets		—			5
Amortization of Right-of-use assets		236			1,177
Share-based compensation		—			42
Share-based compensation		175			345
Gain on extinguishment financial debts		—			(728	)
Gain on extinguishment financial debts		(822	)		(637	)
Accruals for legal contingencies		—			2,000
Gain on extinguishment Account Payables		(806	)		—
Other non-cash activities		—			2
Other non-cash activities		2			(55	)
Changes in operating assets and liabilities:
Accounts receivables		(49	)		829
Deferred Revenues – Related Party		(35	)		198
Prepaid and other assets		~~705~~(41	)		~~5,544~~158
Accounts payables		(5,618	)		1,891
Accounts receivables – Related Party		(151	)		—
Accrued expenses and other current liabilities		8,490			(1,259	)
Accounts payables		120			(112	)
Other non-current liabilities		(33	)		(225	)
Accrued expenses and other liabilities		133			237
Net cash used in operating activities from continuing operations		(~~1,087~~150	)		(~~24,987~~775	)
Net cash used in operating activities from discontinued operations		(276	)		(6,202	)
Net cash provided by (used in) operating activities from discontinued operations		196			(1,129	)
Net cash used in operating activities		(1,363	)		(31,189	)
Net cash provided by (used in) operating activities		46			(1,904	)
Investing activities
Purchase of property, equipment, and vehicle deposits		(5	)		(217	)
Purchase of equipment		(1	)		—
Purchase of intangible assets		—			(154	)
Net cash used in investing activities from continuing operations		(1	)		—
Net cash used in investing activities from continuing operations		(5	)		(371	)
Net cash used in investing activities from discontinued operations		—			(60	)
Net cash used in investing activities from discontinued operations		(60	)		(633	)
Net cash used in investing activities		(1	)		(60	)
Net cash used in investing activities		(65	)		(1,004	)
Financing activities
Proceeds from issuance of financial liabilities		~~361~~79			~~6,181~~108
Repayment of financial liabilities		(~~1,541~~65	)		(~~21,125~~166	)
Proceeds from issuance of financial liabilities, due to related party - Officer		2,744			—
Proceeds from issuance of financial liabilities, due to related party		234			1,505
Repayment of financial liabilities, due to related party - Officer		(557	)		—
Repayment of financial liabilities, due to related party		(291	)		—
Proceeds from sale of Class A common shares, net		564			46,164
Proceeds from sale of common shares, net		—			564
Net cash provided by financing activities from continuing operations		1,571			31,220
Net cash provided by (used in) financing activities from continuing operations		(43	)		2,011
Net cash provided by financing activities from discontinued operations		(15	)		(96	)
Net cash provided by (used in) financing activities from discontinued operations		34			(487	)
Net cash provided by financing activities		1,556			31,124
Net cash provided by (used in) financing activities		(9	)		1,524
Increase (decrease) in cash and cash equivalents, and restricted cash		~~128~~36			(~~1,069~~440	)
Effect of exchange rate changes		(~~130~~333	)		~~1,585~~424
Net increase (decrease) in cash and cash equivalents, and restricted cash		(2	)		516
Net change in cash and cash equivalents, and restricted cash		(297	)		(16	)
Cash and cash equivalents and restricted cash at beginning of period - continuing operations		~~132~~84			~~613~~82
Cash and cash equivalents and restricted cash at beginning of period - discontinued operations		11313			~~124~~61
Cash and cash equivalents, and restricted cash, beginning of year		~~143~~397			~~737~~143
Cash and cash equivalents, and restricted cash, end of the period	$	~~141~~100		$	~~1,253~~127
RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET
Cash and cash equivalents		~~141~~100			~~962~~127
Restricted cash, included in Current and Other assets		—			~~291~~—
Supplemental disclosure of cash flow information
Cash paid for:
Interest	$	~~149~~35		$	~~2,919~~73
Income taxes, net of refunds	$	—		$	48—
Non-cash investing & financing activities from continuing operations
Issuance of common shares – for Conversion of Related-party Promissory Notes		611			1,296
Issuance of common shares – for conversion of financial liabilities		—			6
Issuance of common shares – for conversion of financial liabilities		6			—
Lease agreements early termination		364			—
New Lease agreement		175			—
Issuance of common shares – for conversion of Series A Preferred Shares		—			945
Issuance of common shares - for Settlement of Payroll Liabilities		—			182
Issuance of warrants - for Settlement of Account payables		—			69
Issuance of common shares – for purchasing Intangible Assets		—			50
Non-cash investing & financing activities from discontinued operations
Derecognition of Wheels assets		78			—
Lease agreements early termination		—			286
Derecognition of Wheels liabilities		7,674			—
Lease agreements early termination		651			215
New Lease agreement		—			849

The accompanying notes are an integral part of these condensed consolidated financial statements.

Micromobility.com, Inc.

(Formerly Helbiz, Inc.)

Notes to Condensed Consolidated Financial Statements

(in thousands, except share and per share data)

(Unaudited)

1. Description of Business and Basis of Presentation

Description of Business

micromobility.com, Inc. (~~formerly known as Helbiz, Inc., and,~~ together with its subsidiaries, “micromobility.com” or the “Company”) ~~was incorporated in the state of Delaware in October 2015~~ with its headquarters in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.

~~Founded~~During onthe ~~proprietary~~year ~~technology~~ended ~~platforms~~December 31, 2024, the Company’s shifted its core business isfrom ~~the~~micromobility ~~offering~~and ofmedia ~~electric~~services ~~vehicles~~to inIT ~~the~~software ~~sharing environment~~services. ~~Through~~In ~~its Mobility App~~detail, during 2024 the Company ~~offers~~entered into a Service agreement with Everli S.p.A., a related party (an ~~intra-urban~~entity ~~transportation~~controlled ~~solution~~by ~~that~~the ~~allows~~Company’s ~~users~~major shareholder), tofor ~~instantly~~providing ~~rent~~software ~~electric~~development ~~vehicles~~services, which became its core business.

~~During~~Discontinued ~~the three months ended September 30, 2024, the Company decided to indefinitely suspend the mobility~~ operations in the United States of America due to the high costs connected and the Company’s strategy to reduce the operating cash burn. On August 19, 2024, following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party.

The Company ~~currently~~was ~~has~~an intra-urban ~~electric~~transportation ~~vehicles~~and ~~operating~~media company, offering affordable, accessible, and sustainable forms of personal transportation, and providing live and non-live media content. During 2024, the Company decided to exit the mobility and media operations, both in ~~Europe~~Italy and the United States of America, due to the high costs and related cash burn.

~~The~~Following ~~Company~~the ~~also provides~~decision ~~software~~to ~~development~~reduce ~~services~~its mobility and ~~services~~media ~~for~~operations, ~~preparing~~the aCompany ~~related~~entered ~~party~~into two Securities Purchase Agreements for anselling ~~initial~~the ~~public~~mobility ~~offering~~and media businesses.

In August 2024, following the indefinite suspension of the mobility business in the United States of America the Company entered into a Securities Purchase Agreement with a third-party, not considered a customer, for selling 100% of the equity interest of Wheels Lab, Inc. (“Wheels”).

On December 31, 2024, following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer) to sell 100% of the European mobility and media businesses, (excluding Helbiz Doo, the Serbian subsidiary who provides the software development services to Everli) and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from such Note Holder.

Basis of Presentation

These accompanying ~~unaudited~~ unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. These accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from remeasurement of foreign currency balances into U.S. dollars are included in the condensed consolidated statements of operations. For the foreign subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.

The condensed consolidated balance sheet as of December 31, ~~2023~~2024, included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of, and for the year ended, December 31, ~~2023~~2024, included in our Annual Report on Form 10-K.

The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity, and cash flows, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

2. Going Concern and Management’s Plans

The Company has experienced recurring operating losses and negative cash flows from operating activities since its inception. To date, these operating losses have been funded primarily from outside sources of invested capital. The Company had, and expects to continue to have, an ongoing need to raise additional cash from outside sources to fund its operations. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support the Company’s cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company plans to continue to fund its operations through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable to the Company, or at all.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

3. Summary of Significant Accounting Policies and Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP generally requires management to make estimates and assumptions that affect the reported amount of certain assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include determination of fair values of warrant and financial instruments.

Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Discontinued Operations

The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations (“ASC Topic 205-20”).

Reclassifications

Certain prior period amounts have been reclassified for comparative purposes to conform to the current condensed financial statement presentation. These reclassifications are related to the Discontinued Operations and they had no effect on previously reported results of operations.

Recent Accounting Pronouncements Not Yet Adopted

In ~~November~~December 2023, the ~~FASB~~ FASB issued ASU No. 2023-0709, “~~Segment Reporting (Topic 280):~~ Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures”, which ~~amends~~requires ~~and enhances~~companies ~~the~~to ~~disclosure~~provide ~~requirements~~disaggregated ~~for~~information about ~~reportable~~a ~~segments.~~reporting ~~All~~entity’s ~~disclosure~~effective ~~requirements~~tax ~~under~~rate ~~this~~reconciliation ~~standard~~as ~~will~~well ~~also~~as beinformation ~~required~~on ~~for public~~income ~~entities~~taxes ~~with a single reportable segment~~paid. The new ~~standard~~requirements ~~will be~~ became effective for ~~the~~annual ~~Company for fiscal years beginning after December 15, 2023, including interim~~ periods ~~within fiscal years~~ beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.

In ~~December~~November ~~2023~~2024, the ~~FASB~~ FASB issued ASU ~~No. 2023~~2024-0903, ~~“Improvements~~Income toStatement - Reporting Comprehensive Income ~~Tax~~- Expense Disaggregation Disclosures”, ~~which~~(Subtopic ~~requires~~220-40): ~~companies~~Disaggregation of toIncome ~~provide~~Statement ~~disaggregated~~Expenses. ~~information about~~The anew ~~reporting~~standard ~~entity’s~~requires ~~effective~~disclosures ~~tax~~about ~~rate~~specific ~~reconciliation~~types asof ~~well~~expenses asincluded ~~information~~in the expense captions presented on the face of the income ~~taxes~~statement ~~paid.~~as ~~The~~well ~~new~~as ~~requirements~~disclosures ~~will be~~about ~~effective~~selling ~~for~~expenses. ~~public~~This ~~business~~standard ~~entities~~is effective for ~~fiscal~~annual reporting periods beginning after December 15, ~~2024~~2026, with early adoption permitted. The Company is currently ~~assessing~~evaluating the impact the adoption of ~~adopting~~ this standard onwill ~~the~~have ~~consolidated~~on ~~financial statements~~disclosure.

4In November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”, which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. ~~Discontinued~~ ~~Operations~~This –amendment is effective for annual and interim reporting periods beginning after December 15, 2025. Early USadoption ~~mobility~~is ~~business~~permitted. The Company is currently evaluating the impact of this standard on the consolidated financial statements

4. ~~During~~Discontinued ~~the~~Operations ~~three months~~– ~~ended~~Mobility ~~September 30, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected~~ and ~~the~~Media Company’s strategy to reduce the operating cash burn. On August 19, 2024 (“Sale date”), following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). Wheels assets, liabilities and results of operations represented a material portion of the mobility business in the United States.businesses

In During ~~connection with~~ the ~~suspension~~year ofended ~~the~~December ~~mobility~~31, ~~business in the United States and the sale of Wheels assets~~2024, the Company ~~concluded~~decided ~~that~~to ~~the~~indefinitely ~~assets,~~suspend ~~liabilities~~the ~~and~~mobility ~~results of~~ operations ~~of the Mobility business~~ in the United States ~~met~~of ~~the~~America ~~criteria~~and ~~for~~to ~~classification~~sell the asmobility ~~discontinued~~and media operations. Asin ~~a result~~Italy, ~~the~~ ~~Company~~due ~~has~~to ~~presented~~ the ~~results~~high ofcosts ~~operations,~~connected ~~cash flows~~ and ~~financial position of~~ the ~~mobility~~Company’s ~~business~~strategy into ~~the~~reduce ~~United States of America as discontinued operations in~~ the ~~accompanying~~operating ~~consolidated financial statements and notes for all periods presented~~cash burn.

In connection with the suspension of the mobility business in the United States, the sale of Wheels assets and the expected sales of the European entities, the Company concluded that the assets, liabilities and results of operations of the Mobility and Media businesses met the criteria for classification as discontinued operations. As a result, the Company has presented the results of operations, cash flows and financial position of the mobility and media businesses as discontinued operations in the accompanying condensed consolidated financial statements and notes for all periods presented.

The following table presents the assets and liabilities of mobility and media businesses, classified as Discontinued Operations as of March 31, 2025, and December 31, 2024.

Schedule of discontinued operations
	March 31,		December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	23	$	313
Accounts receivables		449		414
VAT receivables		—		653
Prepaid and other current assets		156		167
Total current assets		628		1,547
Property, equipment and deposits, net		13		14
Right of use assets		154		153
Other assets		135		133
TOTAL ASSETS	$	930	$	1,847

LIABILITIES
Current liabilities:
Accounts payable	$	1,897	$	4,500
Accrued expenses and other current liabilities		3,342		3,203
VAT payable		711		—
Deferred revenues		465		785
Deferred revenues – Related Party		2,156		765
Short term financial liabilities, net		13,540		12,662
Total current Liabilities		22,111		21,915
Non-current financial liabilities, net		550		714
Other non-current liabilities		137		138
TOTAL LIABILITIES		22,798		22,767

The following table presents the results of operations for the three months ended March 31, 2025, and 2024 for the mobility and media business, classified as Discontinued Operations:


	Three months ended March 31,
	2025			2024
Revenues	$	339		$	444
Operating expenses:
Cost of revenues		73			908
Sales and marketing		—			275
General and administrative		59			299
Total operating expenses		132			1,482

Net Income (Loss) from discontinued operations		207			(1,038	)

Gain on extinguishment of AP		88			—
Interest expenses, net		(139	)		(58	)
Other income (expenses), net		(7	)		(13	)
Net income (loss) from discontinued operations		149			(1,109	)

Revenues from discontinued operations

Total Revenues from discontinued operations recorded for the three months ended March 31, 2025, amounting to $339, are fully related to a non-recurring event: the expiration and deletion of the US mobility wallets.

Financial liabilities from discontinued operations

Schedule of financial liabilities
	March 31, 2025		December 31, 2024
Unsecured loans, net		1,774		1,916
Advances from bank		12,316		11,460
Total Financial Liabilities, net		14,090		13,376
Of which classified as Current Financial Liabilities, net		13,540		12,662
Of which classified as Non-Current Financial Liabilities, net		550		714

~~The~~Unsecured ~~following table presents the assets and liabilities of mobility business in the United States of America, classified as Discontinued Operations:~~loans

Schedule of discontinued operations
	September 30,		December 31,
	2024		2023
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	11
Accounts receivables		0		28
Prepaid and other current assets		78		99
Total current assets		78		139
Property, equipment and deposits, net		—		1,480
Right of use assets		—		651
Other assets		66		178
TOTAL ASSETS	$	144	$	2,448
LIABILITIES
Current liabilities:
Accounts payable	$	1,458	$	4,561
Accrued expenses and other current liabilities		455		2,210
Legal contingencies		—		1,711
Deferred revenues		339		765
Short term financial liabilities, net		—		453
Total current Liabilities		2,251		9,700
Non-current financial liabilities, net		—		133
Operating lease liabilities		—		506
TOTAL LIABILITIES		2,251		10,339

Unsecured loans amounting to $1,774 as of March 31, 2025, is composed of multiple loans: a) $1,406 of a long-term bank loan obtained in 2020 through one of the Company’s wholly-owned Italian subsidiaries, and b) $368 long-term bank loans in default for non-payments under the original terms; the Company inherited these loans from the business combination with MiMoto.

~~The~~Advances ~~following~~from table presents the results of operations for the three and nine months ended September 30, 2024 and 2023 for the mobility business in the United States of America, classified as Discontinued Operations:bank

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues	$	1		$	329		$	596		$	1,712
Operating expenses:
Cost of revenues		81			1,940			1,187			8,965
General and administrative		24			3			163			343
Sales and marketing		8			407			549			1,567
Impairment of Goodwill and Intangible Assets		—			—			—			16,444
Write-off leasehold improvements		937			—			937			—
Total operating expenses		1,050			2,350			2,836			27,320
Loss from discontinued operations		(1,049	)		(2,021	)		(2,240	)		(25,608	)
Loss from extinguishment of finance lease		—			—			—			(206	)
Interest expenses on finance lease		—			—			—			(2	)
Other income		85			—			85			—
Gain from Wheels sales		7,596			—			7,596			—
Net income (loss) from discontinued operations		6,632			(2,021	)		5,441			(25,816	)

During the year ended December 31, 2024, Helbiz Media, an Italian subsidiary of micromobility.com (fully owned by Helbiz Europe Limited) entered into a Service Supply agreement and into a Service agreement with Everli. Helbiz Media is one of the European entities expected to be sold to Palella Holdings LLC under the Stock Purchase Agreement entered on December 31, 2024.

The Service Supply Agreement requires Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $7,919 (including VAT).

The Service Agreement is related to the use of Helbiz Media platform; in detail Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024 to November 30, 2029. Under the terms of the service agreement, Everli is to pay the Company $15,145 (including VAT) in two years from the signing date.

In connection with the two aforementioned agreements, the Company has entered into a financing arrangement with a banking institution whereby the Company receives advances, amounting to $12,287. These advances are secured solely by the underlying Everli receivables expected from the two service agreements.

During the three months ended March 31, 2025, the Company recorded $106 as Interest expenses from discontinued operations in the condensed consolidated statement of operations. As of March 31, 2025, the Company has $12,316 outstanding as principal and accrued interests, taking into consideration the repayments made by Everli directly to the bank.

5. Revenues

The table below shows the revenues breakdown for the three months ended on March 31, 2025, and on March 31, 2024.

Schedule of revenues breakdown
	Three months ended March 31,
	2025		2024
IT Services Revenues – Related party	$	477	$	127
Total Revenues from continuing operations – Related Party	$	477	$	127

During February 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli (a related party) requiring the Company to provide software development services. Helbiz Doo is not involved in the Stock Purchase Agreement entered on December 31, 2024 with Palella Holdings LLC.

During the three months ended March 31, 2025 and 2024, pursuant to the Business Cooperation Agreement and related amendment, the Company recorded revenues for IT services rendered amounting to $477 and $127, respectively.

6. Equipment, net

Equipment, net consists of the following:


	March 31,			December 31,
	2025			2024
Furniture and fixtures	$	108		$	106
R&D equipment		177			177
Computers and software		184			175
Total equipment, gross		469			458
Less: accumulated depreciation		(407	)		(376	)
Total equipment, net from continuing operations	$	62		$	82

~~Amortization,~~The following ~~Depreciation,~~table ~~Write-offs~~summarizes the loss on disposal and ~~Impairment from~~depreciation ~~discontinued~~expenses recorded in the consolidated statement of operations from continuing operations for the three months ended on March 31, 2025, and 2024.

The following table summarizes the write-offs, depreciation, amortization and impairment related to discontinued operations recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.


	Three months Ended March 31,
	2025		2024
Cost of revenues	$	15	$	15
General & administrative		9		19
Total depreciation and loss on disposal expenses related to assets recorded for continuing operations	$	24	$	34

Summary of write-offs, depreciation, amortization and impairment related to discontinued operations
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Amortization and Depreciation recorded as Cost of revenues	$	1	$	665	$	435	$	3,046
Write-offs of vehicle deposits recorded as Cost of revenues		—		—		—		1,390
Write-off leasehold improvements		937		—		937		—
Impairment of Goodwill		—		—		—		13,826
Impairment of Intangible Assets		—		—		—		2,618
Amortization and Depreciation recorded as General & administrative		24		3		163		10
Total impairments, write-offs, amortization and depreciation expenses related to assets recorded as discontinued operations	$	962	$	668	$	1,535	$	20,890

7. Financial liabilities, net

~~2024~~The Company's ~~Write-off~~Financial ~~leasehold~~liabilities ~~improvements~~from continuing operations consisted of the following.

During the nine months ended September 30, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority of the lease agreements related to warehouse facilities, including the retail store.

Schedule of financial liabilities
	Weighted Average Interest Rate			March 31, 2025		December 31, 2024
Related-Party Secured Convertible loan, net*		9	%		6,477		6,298
Related-Party Promissory Note		0	%		171		228
Third-Party Unsecured loans, net		N/A			3,854		3,854
Third-Party Other financial liabilities		N/A			110		94
Total Current Financial Liabilities, net from continuing operations					10,612		10,475

InThe ~~August~~table ~~2024,~~below ~~the Company~~shows ~~entered into a lease assignment agreement with a related party, for~~ the ~~early~~amounts exit of the New York store. As a result of the aforementioned agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which is an entity fully-owned by the Company’s Chief Executive Officer. The Company recorded as ~~Other~~Interest ~~income~~expense, net from ~~discontinued~~continuing operations aon ~~gain of $85 from~~ the ~~early~~condensed ~~termination~~statements of ~~the~~operations ~~New~~for ~~York store lease; generated by~~ the ~~derecognition~~three ofmonths ended ~~the~~on ~~Right~~March of31, ~~Use of Asset~~2025, ~~Security deposit~~ and ~~Operating~~March ~~lease liabilities. Additionally~~31, ~~the Company recorded $937 as Write-off leasehold improvements from discontinued operations for the derecognition of leasehold improvements related to the New York store~~2024. ~~For more detail regarding the new tenant refer to paragraph Related party~~

2023 Impairments and write-offs

Schedule of interest expense
	Three months Ended March 31,
	2025			2024
Secured Convertible loan	$	(179	)	$	(668	)
Convertible debt		—			(130	)
Unsecured loans		—			(6	)
Other interest income (expenses)		—			(2	)
Total Interest expenses, net	$	(179	)	$	(806	)

~~During~~Related-Party ~~the~~Secured ~~nine~~convertible months ended September 30, 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying values. The decline in the Company’s market capitalization was the main impairment indicator. The Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the net carrying value of Goodwill related to Wheels Lab Inc. business combination amounted to $13,826 and Intangible assets of $2,618 related to United States Mobility operations, which are included within Impairment of assets in the condensed consolidated statements of operations.loan

~~During~~On ~~the~~December ~~nine~~8, ~~months~~2023, the ~~ended~~Company ~~September~~entered ~~30,~~into ~~2023~~a Secured Loan Agreement with YA II PN, ~~the~~Ltd. ~~Company~~The ~~recorded~~secured loan has a principal amount of $15,~~390~~750, with 37.5% issuance discount, December 8, 2024, as ~~Cost~~maturity ofdate, ~~Revenues~~9.25% ~~for~~as annum interest rate and 13.25% as annum default interest rate, applicable only at the ~~write-off~~election and request of ~~vehicle~~the ~~deposit~~lender. InThe ~~detail,~~secured loan shall be convertible into shares of the Company’s common stock at the ~~early~~option ~~terminated~~of athe ~~supply~~Note ~~agreement~~Holder, ~~with~~who ancould ~~E-scooter~~convert ~~manufacturer~~any ~~for~~portion ~~vehicles~~of ~~that~~the ~~were~~outstanding ~~expected~~and tounpaid beconversion ~~deployed~~amount ininto ~~the~~fully ~~United~~paid ~~States~~and nonassessable shares of ~~America~~Common ~~and~~Stock ~~fully~~in ~~lost~~accordance with the ~~deposits~~Conversion ~~paid~~Price indefined ~~prior~~as ~~period~~$1. 25.

On December 9, 2024, YA II PN, Ltd. sold the Secured Loan agreement to Palella Holdings LLC, which is qualified as a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer.

The Company was in default for non-payment under the terms of the Secured Loan Agreement. The Company continues to accrue interest based on 9.25% interest rate, considering that Palella Holdings LLC did not request the application of the default interest rate.

As of March 31, 2025, the Company has $6,477 outstanding as principal and accrued interests.

Related-Party Promissory Notes

During the three months ended March 31, 2025, Palella Holdings LLC, which is qualified as a related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s Chief Executive Officer, provided to the Company $234, under the original Promissory Note with maturity date January 31, 2025, and on an interest free basis. Additionally, during the three months ended March 31, 2025, the Company repaid $291.

As a result of the above transactions, on March 31, 2025, the Company has $171 as outstanding principal. Considering the maturity date, January 31, 2025, the Company was in default for non-payment the principal under the terms of the Promissory Note.

Sales of Wheels

On August 19, 2024 (“Sale date”), the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). The transaction price of the sale is represented by the Wheels liabilities assumed by the Buyer, there was no cash consideration or variable consideration in the sales agreement. Wheels was an entity operating in the mobility business environment with electric vehicles in the United States; as a result Wheels assets, liabilities and result of operations (including the gain from the sale) are included in the discontinued operations for the period presented.

The following table summarizes the assets sold and liabilities assumed by the Buyer, at the Sale Date, August 19, 2024, which have been derecognized from the Company’s financial statement.

Schedule of assets sold and liabilities assumed
Cash and cash equivalents	$	3
Prepaid and other current assets		36
Property and Equipment Gross		3,120
Property and Equipment Accumulated Depreciation		(3,115	)
Other non-current Assets		34
Total assets sold (Company’s book values)	$	78
Accounts payables		(3,725	)
Financial liabilities		(578	)
Accrued expenses and other current liabilities		(1,510	)
Legal contingencies		(1,539	)
Deferred revenues		(322	)
Total Liabilities assumed (Company’s book values)	$	(7,674	)
Gain from the derecognition of nonfinancial assets		7,596
Total cash-consideration received from the sale	$	—

The gain generated by the sale transaction is primarily attributable to the fully amortized electric vehicles and the fully impaired intangible assets (such as patents) owned by Wheels.

5. Revenue Recognition

The table below shows the revenues breakdown for the three and nine months ended on September 30, 2024 and on September 30, 2023.

Schedule of revenue recognition
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
European Mobility Revenues - Third Parties	$	317	$	918	$	534	$	2,807
Media Revenues - Third Parties		7		241		26		3,849
Other Revenues – Third Parties		—		66		2		600
Other Revenues – Related Party		451		—		975		—
Total Revenues from continuing operations	$	775	$	1,225	$	1,536	$	7,256
Total Revenues from discontinued operations		1		329		596		1,712

The table below shows the Deferred revenues roll-forward from January 1, 2024 to September 30, 2024.

Schedule of deferred revenue
Deferred Income from continuing operations	January 30, 2024		FX Rate adj		Additions		2024 Revenue			Sept 30, 2024
Mobility in Europe – Third Parties		793		8		543		(534	)		810
Media – Third Parties		—		—		26		(26	)		—
Marketing Consulting Services – Related Party		—		124		5,416		—			5,540
Other – Third Parties		—		—		2		(2	)		—
Other – Related Party		—		6		1,062		(975	)		93
Total		793	$	138	$	7,049	$	(1,536	)	$	6,443

Mobility Deferred Income is related to prepaid European customer wallets and it will be recorded as Mobility Revenues when riders take a ride.

Deferred Income related to Marketing Consulting Services is related to invoices issued to a related party Everli S.p.A. (an entity owned by Micrmobility.com’s CEO) for services to be rendered during 2024 and 2025, in accordance with a Service Supply Agreement.

Other Deferred Income is related to invoices issued to a related party Everli S.p.A. (an entity owned by Micrmobility.com’s CEO) for services to be rendered in the next 5 months, in accordance with the Agreement on Business Cooperation.

6. Property, equipment and vehicle deposits, net

Property, equipment and vehicle deposits, net consist of the following:

Schedule of property plant and equipment
	September 30,			December 31,
	2024			2023
Sharing electric vehicles	$	7,448		$	7,381
Furniture, fixtures, and equipment		969			1,329
Computers and software		1,075			1,069
Leasehold improvements		142			727
Total property and equipment, gross		9,634			10,505
Less: accumulated depreciation		(9,286	)		(9,550	)
Total property and equipment, net from continuing operations	$	348		$	955
Total property and equipment, net from discontinued operations	$	0		$	1,480

The following table summarizes the loss on disposal and depreciation expenses recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.

Schedule of consolidated income statement
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	23	$	309	$	133	$	2,783
Research & Development		—		15		—		44
General & administrative		321		96		487		302
Total depreciation and loss on disposal expenses related to assets recorded for continuing operations	$	344	$	420	$	620	$	3,129

7. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following.

Schedule of accrued expenses and other current liabilities
	September 30,		December 31,
	2024		2023
Payroll liabilities	$	3,224	$	3,144
Accrued expenses		312		411
VAT Payables		326		—
Operating lease liabilities		24		268
Total accrued expenses and other current liabilities from continuing operations	$	3,886	$	3,823
Total accrued expenses and other current liabilities from discontinued operations		455		2,210

8. Current and Non-current financial liabilities, net

The Company's Financial liabilities consisted of the following.

Schedule of financial liabilities
	Weighted Average Interest Rate			Maturity Date		September 30, 2024		December 31, 2023
Secured Convertible loan, net		9	%		2024		3,488		3,764
Convertible debts, net		5	%		2024		5,785		3,217
Unsecured loans, net		2	%		Various		6,089		7,715
Related-Party Promissory Note		0	%		2025		1,481		—
Other financial liabilities		N/A			Various		130		86
Total Financial Liabilities, net							16,973		14,784
Of which classified as Current Financial Liabilities, net							15,926		13,075
Of which classified as Non-Current Financial Liabilities, net							1,047		1,709

The table below shows the amounts recorded as Interest expense, net on the statements of operations for the three and nine months ended on September 30, 2024, and September 30, 2023.

Schedule of interest expense
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Convertible debts	$	132	$	383	$	392	$	2,359
Secured Convertible loan		682		—		2,021		—
Secured loan		—		536		—		1,675
Unsecured loans		37		147		136		588
Other interest (income) expenses		1		1		7		9
Total Interest expenses, net	$	852	$	1,067	$	2,556	$	4,631

Secured convertible loan

On December 8, 2023, the Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount of $5,750, with 37.5% issuance discount, December 8, 2024, as maturity date, 9.25% as annum interest rate and 13.25% as annum default interest rate.

The secured loan shall be convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined as $1.25.

As of September 30, 2024, the Company has $6,191 outstanding as principal and accumulated interests, partially offset by $406 of debt discount.

Convertible debt

On November 13, 2023, the Company issued a Convertible note to YA II PN, Ltd. (the “Note holder”). The convertible note has a principal amount of $4,000, with 15% issuance discount, 5% as annum interest rate, 15% as annum default interest rate and March 31, 2024, as maturity date. During 2024, the Company and the Note holder amended the original maturity date from March 31, 2024, to December 31, 2024.

The debt shall be convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined as $37.50.

During the nine months ended September 30, 2024, the Company partially repaid in cash for a cumulative payment of $122 (of which $116 was principal, and $6 was payment premium).

As a result of the above repayments, on September 30, 2024, the Company has $3,586 as outstanding principal and accumulated interest, partially offset by $99 of debt issuance discount.

Unsecured loans

Unsecured loans amounting to $6,089 as of September 30, 2024, is composed of multiple loans: a) 2022 unsecured note for $2,454, b) Unsecured debts assumed from previous business combination for $1,400, c) $1,862 of a long-term bank loan obtained in 2020 through one of the Company’s wholly-owned Italian subsidiaries, and d) a $372 long-term bank loans of which $159 is overdue; these loans are inherited from the business combination with MiMoto.

2022 unsecured note

On July 15, 2022, the ~~Company~~ Company issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $2,~~229~~164, using ~~September~~March 3031, ~~2024~~2025 exchange rate) ~~with~~ with 6.75% as interest on an annual basis. ~~In March 2024, the Company entered into a Settlement Agreement with the Note holder pursuant~~ to ~~which~~ ~~the Company’s obligations under the original agreements, amounting to $2,454 (2,202 Euro), would~~ be ~~satisfied in exchange of a payment of $1,102 (995 Euro), to be~~ paid byevery ~~June~~three ~~30, 2024~~months. AsThe ~~of September 30, 2024, the~~ Company was in default for ~~non-payment~~not ~~under the~~paying ~~terms of~~ the ~~Settlement Agreement, refer to Subsequent Event paragraph for further information regarding this note~~interests.

AsOn aOctober ~~result on September~~ 30, 2024, the Company ~~has~~received ~~$2,454~~a asjudgment ~~outstanding~~against it from the Supreme Court of the State of New York for the payment of the full principal, interest and ~~accumulated~~costs ~~interest~~and ~~recorded~~disbursements asin ~~Short-term~~connection ~~financial~~with ~~liabilities~~the 2022 unsecured note. The Company is currently identifying and evaluating the alternative paths for facing the judgement.

As a result on March 31, 2025, the Company has $2,454 as outstanding principal and accrued interest recorded as Short-term financial liabilities.

Unsecured debts – assumed from previous business combination

OnAs ~~December~~of 28March 31, ~~2023~~2025, the Company has $1,400 outstanding as principal and accrued interests under unsecured debts. In detail, the Company ~~entered~~was ~~into~~in adefault ~~second~~for non-payment the principal and interests under the terms of the Loan Amendment. ~~which~~The ~~restructured~~Company ~~the~~is ~~loan~~currently negotiating with the ~~following~~holders ~~terms~~of the ~~and~~debts ~~conditions:~~a new repayment plan.

• $1,400 of the amount outstanding to be paid in cash on the earliest of: a) December 15, 2024, b) the date the Company will receive gross cash proceeds of at least $3 million from the offer and sale of any combination of Company’s equity securities or debt securities in a single transaction, or c) the date the Company will receive aggregate gross cash proceeds of at least $6 million from the offer and sale of any combination of Company’s equity securities or debt securities over the course of any series of transactions commencing from December 28, 20238. ~~The~~Commitments ~~interest shall cease to accrue from the amendment date;~~ and Contingencies

• $734 of the amount outstanding converted into 928,942 shares of Class A Common Stock.

The Company issued the 928,942 shares of Class A Common Stock on March 26, 2024, recording a gain amounted to $728 for the reduction of the Company’s share price from the Amendment date to the issuance date.

Related-Party Promissory Notes

During the nine months ended September 30, 2024, Palella Holdings LLC, an entity in which the Company’s CEO is the sole shareholder, provided to the Company $2,744, on an interest free basis with maturity date January 31, 2025. During the nine months ended September 30, 2024, the Company repaid $557 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.

On June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common Stock using a conversion price of $0.015, the Company recorded a gain of $94 using the closing market price on the issuance date. The conversion price applied for the aforementioned issuance is not applicable for further conversions.

As a result of the above repayment and conversion, on September 30, 2024, the Company has $1,481 as outstanding principal.

9. Leases

Operating leases

The table below presents the operating lease-related assets and liabilities from continuing operations recorded on the condensed consolidated balance sheet as of September 30, 2024 and as of December 31, 2023.

Schedule of operating lease-related assets and liabilities from continuing operations
Operating leases from continuing operations		September 30, 2024	December 31, 2023
Assets
Right-of-use Assets under operating leases	$	170	529
Liabilities
Current Operating leases liabilities – recorded as Accrued expenses and other current liabilities	$	24	268
Non-current Operating leases liabilities		146	355
Total Operating lease liabilities	$	170	623

During the nine months ended September 30, 2024, the Company exited the majority of the lease agreements related to warehouse facilities, corporate houses and corporate car, remaining with few operating locations.

The table below presents the impact on the condensed consolidated statement of operations related to the operating leases for the three and nine months ended September 30, 2024, and September 30, 2023, including expenses related to lease agreements with an initial term of 12 months or less.

Schedule of operating lease liabilities
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenues	$	9	$	100	$	53	$	325
General and administrative		36		231		111	$	787
Total Operating lease expenses from continuing operations	$	45	$	331	$	164	$	1,112

Future annual minimum lease payments as of September 30, 2024, are as follows:

Schedule of future minimum lease payments
Year ending December 31,	Operating Leases
2024	$	20
2025		—
2026		—
Thereafter		—
Total minimum lease payments	$	20

10. Commitments and Contingencies

Litigation

The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages.

The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the condensed consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.

As of ~~September~~March 3031, ~~2024~~2025, ~~and~~ and December 31, ~~2023~~2024, the Company concluded that ~~certain~~no losses on litigation were probable and reasonable estimable; as a result, the Company recorded as Accruals for legal contingencies, included in Legal contingencies; $4,290 and $3,978 (of which $1,711 were related to Wheels and classified as Liabilities from discontinued operations), respectively.

The ~~following~~Company ~~table~~is ~~summarizes~~also ~~the~~involved ~~expenses included~~ in ~~General~~certain &claims ~~Administrative~~where ~~expenses~~the ~~for~~losses ~~additional~~are ~~contingency~~not ~~losses~~considered ~~over~~to ~~litigations~~be reasonably ~~estimated and~~estimable ~~categorized~~or aspossible; ~~probable recorded~~for inthese claims the ~~condensed~~range ~~consolidated statement~~ of ~~operations for~~potential ~~the~~loss ~~three~~is ~~and~~between ~~nine~~0 ~~months~~to ~~ended on September 30, 2024, and 2023~~$300.

Schedule of general and administrative expenses
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
General & administrative expenses for Legal contingencies related to continuing operations	$	10	$	—	$	2,051	$	32
General & administrative expenses for Legal contingencies related to discontinued operations		—		—		—		333

9. Net Income (Loss) Per Share - Dilutive outstanding shares

AsThe offollowing ~~September~~potentially ~~30, 2024,~~dilutive ~~the~~outstanding ~~Company~~shares iswere ~~involved~~excluded infrom ~~claims~~the ~~with~~computation ~~previous~~of ~~investors~~diluted ~~who~~net ~~claimed~~loss ~~financial~~per ~~losses~~share for ~~breaching contractual obligations. In detail, during August 2022,~~ the ~~Company~~periods ~~was~~presented ~~named~~because asincluding athem ~~plaintiff~~would have inhad aan ~~lawsuit~~anti-dilutive ~~filed in in the Supreme Court of the State of New York~~effect, ~~County~~or ~~of New~~issuance ~~York and brought by Greenvision Capital Holdings LLC for breach~~ of ~~contract~~such ofshares ais ~~registration~~contingent ~~rights~~upon ~~agreement by and between~~ the ~~parties~~ ~~and~~satisfaction ~~a claim for civil conspiracy requesting a damage~~ of ~~$4,000.~~certain ~~The~~conditions ~~Company’s~~which ~~successful~~were ~~motion to dismiss the civil conspiracy~~not ~~claim~~satisfied ~~has~~by ~~since been adjudicated and~~ the ~~matter~~end ~~remains~~of ~~in discovery and a status conference with~~ the ~~judge in the matter is scheduled for December 2024~~period. ~~While settlement discussions have occurred, no terms have been agreed upon between the parties. The Company recorded $2,250 as Legal contingencies for this claim.~~

The range of loss for the Company’s legal contingencies accrued is between $0 to $7,120 which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage.

Schedule of dilutive outstanding shares
	Three months ended March 31,
	2025		2024
Equity Incentive Plan - Common Stock Purchase Option		970		1,050
Convertible Notes		5,181,635		4,826,315
Common Stock to be issued outside equity incentive Plans		—		28,397
Common Stock Purchase Warrants		2,640		2,641
Total number of Common Shares not included in the EPS Basic and diluted		5,185,245		4,858,403

~~The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential loss is between 0 to $1,250.~~11

~~LNPB~~10. ~~Commitment~~Segment and geographic information

~~During~~The ~~2021,~~Company ~~the~~reports ~~Company~~as one reporting ~~decided~~segment related to ~~enter~~software ~~into~~development aservices. ~~new~~The ~~business~~Company’s ~~line: the acquisition~~CEO, ~~commercialization~~who ~~and~~is ~~distribution~~the ofCompany’s ~~contents~~Chief ~~including~~Operating ~~live~~Decision ~~sport~~Maker ~~events~~(“CODM”) toassesses ~~media~~performance ~~partners~~of ~~and~~our ~~final~~reporting ~~viewers.~~segment Inand ~~order~~decides how to ~~commercialize~~allocate ~~and~~resources ~~broadcast~~based ~~media~~on ~~contents,~~consolidated ~~the~~net ~~Company~~loss ~~entered~~from ~~into~~operations ~~non-cancellable~~that ~~Content~~is ~~licensing~~also ~~and~~reported ~~Service~~on ~~agreements~~the ~~with~~consolidated ~~multiple~~statement ~~partners~~of ~~such~~operations as ~~LNPB.~~consolidated Innet ~~June~~loss ~~2023, the Company received communications~~ from ~~LNPB, the~~operations ~~main~~for ~~live~~continuing ~~content~~operations. ~~provider,~~The ~~notifying that it was terminating early the agreements related to the commercialization and broadcast~~measure of ~~the~~segment ~~LNPB~~assets ~~contents.~~is ~~The~~reported ~~communications~~on ~~also requested~~ the ~~immediate~~consolidated ~~payment~~balance ofsheets ~~the~~as ~~invoices~~total ~~overdue~~consolidated ~~amounting~~assets tofrom ~~$11,394.~~continuing ~~In February 2024, the Company entered into a Settlement agreement with LNPB~~operations. InThe ~~detail, the main amended term was the full satisfaction of the~~ Company’s ~~obligations~~does ~~under~~not ~~the~~have ~~original~~separate ~~agreements~~business inunits ~~exchange~~or ofsegment amanagers ~~payment~~or ofvertical ~~$5,392,~~leaders ~~divided~~who inreport ~~three~~to ~~payments~~CODM onwith orrespect ~~prior~~to ~~November 30~~operations, ~~2024,~~operating ~~half~~results ofor ~~the~~planning ~~amount~~for ~~has~~levels ~~been~~or ~~paid~~components inbelow ~~March 2024 and another $1,100 have been paid in September 2024. As a result of~~ the ~~early~~total ~~termination of~~Company ~~LNPB agreements, Helbiz Media significantly reduced its operations~~level. The Company’s ~~condensed~~reporting ~~consolidated~~segment ~~balance~~is ~~sheet~~strictly ~~as of September~~related ~~30,~~to ~~2024~~a ~~includes~~Service ~~the~~Agreement ~~full~~with ~~amount~~a ~~requested~~related ~~by LNPB minus the amount paid~~party, ~~the~~Everli ~~potential~~S.p.A. ~~gain~~for ~~will~~providing besoftware ~~reflected~~development ~~only when the final payment will be made in line with the Settlement Agreement~~services.

16The Company’s segment operating performance measures are segment Revenue and Operating Expenses. The CODM does not evaluate operating segment using asset information and, accordingly, the Company does not report asset information by segment. The following table provides information about Company’s segments and a reconciliation of the total segment Revenue and Operating Expenses to loss from operations:

11. Standby Equity Purchase Agreements


	Three months ended March 31,
	2025			2024
Revenue
IT Services Revenues	$	477		$	127
Total segment revenues	$	477		$	127
Operating expenses:
Cost of revenues
Developer Payroll		(307	)		(151	)
Depreciation		(15	)		(15	)
Other Cost of revenues		(1	)		(9	)
Total Cost of revenues	$	(323	)	$	(175	)
General and administrative
Professional services fees		(211	)		(367	)
G&A Payroll		(52	)		(499	)
Software		(42	)		(93	)
Lease expenses for offices and corporate houses		(14	)		(27	)
Amortization, depreciation and loss on disposal		(9	)		(19	)
Other Corporate expenses		(24	)		(225	)
Total General and administrative	$	(352	)	$	(1,230	)

Loss from operations	$	(198	)	$	(1,278	)

Interest expense, net		(179	)		(806	)
Legal claims - accruals		—			(2,000	)
Gain on extinguishment of financial debts		—			728
SEPA financial expenses, net		—			(102	)
Other income (expenses), net		(1	)		(1	)
Total non-operating income (expenses), net	$	(180	)	$	(2,181	)
Exchange gain (loss), net		—			49
Income Taxes	$	—		$	—
Net loss from continuing operations		(378	)		(3,410	)
Net income (loss) from discontinued operations		149			(1,109	)
Net loss		(229	)		(4,519	)

~~During~~Revenue ~~the~~by ~~year~~geography ~~ended~~is ~~December~~based on ~~31,~~where ~~2023,~~ the ~~Company~~software ~~entered~~development ~~into~~was ~~two Standby Equity Purchase Agreements (“2023 SEPAs”) with an investor~~generated. The ~~2023~~following ~~SEPAs terms~~table ~~and~~set ~~conditions~~forth ~~represent:~~revenue i)by atgeographic ~~inception~~area -for ~~a purchased put option on~~ the ~~Company’s~~three ~~Class~~months Aended ~~common~~March 31, ~~shares~~2025, and, ~~ii) upon delivery of an advance notice - a forward contract on the Company’s Class A common shares~~2024. ~~Neither the purchased put option nor the forward contract qualify for equity classification.~~

As a result of the above classification the settlement of forward contracts initiated by the Company were recorded as other SEPA financial income (expense), net.

Schedule of revenue by geography
	Three months Ended March 31,
	2025		2024
Revenue
Serbia	$	477		127
Total Revenues	$	477	$	127

~~The table below presents the impact on the condensed consolidated statements of operations related to the 2023 SEPAs for the three and nine months ended September 30, 2024, and 2023.~~12

Schedule of condensed consolidated statement of operations related to 2023 SEPAs
	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
SEPAs transaction costs	$	—	$	—		$	—		$	(1,611	)
Other SEPA financial income (expenses), net	$	—	$	(1,137	)	$	(102	)	$	(2,229	)
Total SEPA financial income (expenses), net	$	—	$	(1,137	)	$	(102	)	$	(3,840	)

Long-lived assets, net includes property and equipment, intangible assets, goodwill, and other assets. The following table sets forth long-lived assets, net by geographic area as of March 31, 2025, and December 31, 2024.

During the nine months ended September 30, 2024, the Company delivered multiple advance notices for the sale of 35,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $564.


	March 31,		December 31,
	2025		2024
Serbia	$	49	$	52
United States		32		49
Total long-lived assets	$	81	$	101

12 11. ~~Share-based~~Related ~~compensation~~Party ~~expenses~~Transactions

~~Stock-based~~2024 ~~compensation~~Stock ~~expense~~Purchase isAgreement ~~allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, for third~~-~~party~~ ~~consultants.~~Palella ~~The~~Holdings ~~following table summarizes total stock-based compensation expense by account for the three and nine months ended September 30, 2024, and 2023.~~LLC

Schedule of stock-based compensation expenses
	Three Months Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Cost of revenue		—		(3	)		13		0
Research and development		—		7			—		31
Sales and marketing		—		6			8		31
SEPA financial expenses		—		—			—		186
General and administrative		67		(47	)		154		348
Total Share based compensation expenses, net		67		(37	)		175		596

On December 31, 2024, following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party, Palella Holdings LLC, (qualified as related party because it is the Company’s major shareholder, and it is fully owned by the former Company’s President and Chief Executive Officer) for selling 100% of the equity interest of the European entities, excluding Helbiz Doo (the Serbian entity generating the IT revenues), and the rights, title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from such Note Holder.

~~13.~~The ~~Net~~Closing ~~Gain~~conditions had ~~(Loss)~~not ~~Per~~been ~~Share~~satisfied -as ~~Dilutive outstanding~~of ~~shares~~ March 31, 2025.

~~The following potentially~~Agreements ~~dilutive~~between ~~outstanding~~Helbiz ~~shares~~Media ~~(considering a retroactive application of the reverse splits occurred during 2023) were excluded from the computation of diluted net loss per share for the three~~ and ~~nine~~Everli months ended September 30, 2024, and 2023 because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periodS.p.A.

Schedule of dilutive outstanding shares
	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Equity Incentive Plan - Common Stock Purchase Option		1,050		1,052		1,050		1,052
Convertible Notes		5,048,255		32,586		5,048,255		32,586
Common Stocks to be issued outside equity incentive Plans		—		28,411		28,397		28,411
Common Stock Purchase Warrants		2,641		2,641		2,641		2,641
Total number of Common Shares not included in the EPS Basic and diluted		5,051,946		64,690		5,080,343		64,690

During the year ended December 31, 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement described above), entered into a Service Supply Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) requiring Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $7,919 (including VAT). During the three months ended March 31, 2025, Everli paid 1,515 Euro (approximately $1,639 using March 31, 2025, exchange rate) to Helbiz Media, the amount received, net of VAT, has been recorded as Deferred Revenues – related party from discontinued operations.

~~The~~On November 11, 2024, the Company ~~included~~entered 28into a service agreement with Everli. In detail,~~397~~ ~~Common Shares~~Helbiz inMedia, entered into a Service Agreement for the ~~calculation~~use of ~~the~~Helbiz Media ~~diluted~~platform, ~~Earnings~~based ~~Per~~on ~~Shares~~which ~~for~~Helbiz Media grants Everli the ~~three~~exclusive ~~months~~rights ~~ended~~to ~~September~~use 30the platform from December 1, 2024 ~~mainly~~to ~~related~~November 30, 2029. Under the terms of the service agreement, Everli is to ~~legal~~pay ~~services rendered~~the Company $15,145 (including VAT) in ~~previous~~two ~~periods~~years from the signing date. As of March 31, 2025, the Company does not grant access to the platform to Everli and does not issue any invoice to Everli.

17No Revenues have been recorded in the discontinued operations for these two agreements during the three months ended March 31, 2025.

~~14.~~Agreement between ~~Segment~~Helbiz Doo and ~~geographic~~Everli ~~information~~ S.p.A.

~~The~~During ~~following~~the year ended ~~table~~2024, ~~provides~~Helbiz ~~information~~Doo, ~~about~~the ~~our~~Serbian ~~segments~~subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a ~~reconciliation~~majority ofequity interest in Everli S.p.A.) requiring Helbiz Doo to provide software development services. During the ~~total~~three months ~~segment~~ended ~~Revenue~~March 31, 2025, pursuant to the Agreement and ~~Cost~~related ofamendment, ~~revenue~~the Company issued invoices amounting to ~~loss~~$435, ~~from~~of ~~continuing~~which ~~operations~~$284 have been paid during the three months ended March 31, 2025. The Company recorded $477 and $127 as IT Services Revenues - Related Party for the three months ended March 31, 2025 and 2024, respectively.

Schedule of segment revenue and cost of revenue
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues
Mobility in Europe		317			918			534			2,807
Media		7			241			26			3,849
All Other		451			65			977			600
Total Revenues	$	775		$	1,225		$	1,536		$	7,256
Cost of revenues
Mobility in Europe		(133	)		(717	)		(485	)		(5,520	)
Media		(51	)		(96	)		(52	)		(10,002	)
All Other		(300	)		(501	)		(900	)		(2,356	)
Total Cost of revenues	$	(484	)	$	(1,314	)	$	(1,437	)	$	(17,878	)
Reconciling Items:
General and administrative		(867	)		(4,811	)		(5,466	)		(15,942	)
Sales and marketing		(8	)		(120	)		(53	)		(1,123	)
Research and development		—			(480	)		—			(2,089	)
Loss from continuing operations	$	(584	)	$	(5,499	)	$	(5,420	)	$	(29,775	)

Revenue by geography is based on where a trip was completed, or media content occurred, or where a product was developed. The following table set forth revenue by geographic area for the three and nine months ended September 30, 2024, and 2023.

Schedule of revenue by geography
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Italy		324		1,169		560		7,066
Serbia		451		—		976		—
United States		—		56		—		190
Total Revenues from continuing operations	$	775	$	1,225	$	1,536	$	7,256

Long-lived assets, net includes property and equipment, intangible assets, goodwill and other assets. The following table set forth long-lived assets, net by geographic area as of September 30, 2024, and December 31, 2023.

Schedule of intangible assets, goodwill and other assets
	September 30,		December 31,
Non-Current Assets	2024		2023
Italy	$	535	$	1,273
United States		161		335
All other countries		63		87
Total Non-Current Assets from continuing operations	$	760	$	1,695

15. Related Party Transactions

Agreements with Everli S.p.A.

In the first quarter of 2024, the Company entered into two business agreements with Everli S.p.A. which is a related party as the Company’s President and Chief Executive Officer has a majority equity interest in Everli S.p.A.

Helbiz Media, an Italian subsidiary of micromobility.com, entered into a Service Supply Agreement with Everli S.p.A. requiring Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $8,052 (including VAT). Under the mentioned agreement during the nine months ended September 30, 2024, the Company issued invoices (including VAT) amounting to $6,814 of which $1,527 have been paid, for services to be rendered in the next six months. No Revenues have been recorded during the nine months ended September 30, 2024, for this Service Supply Agreement.

Helbiz Serbia, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. requiring Helbiz Serbia to provide software development services and services for preparing Everli S.p.A. for an initial public offering. During the nine months ended September 30, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,065 of which $935 have been paid, for services rendered during the period in line with the Agreement. The Company recorded $451 and $975 as Other Revenues- Related Party for the three and nine months ended September 30, 2024, respectively.

Related-Party Promissory Notes

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, Palella Holdings LLC, anwhich ~~entity~~is inqualified ~~which~~as a related party because it is the Company’s ~~CEO~~major shareholder, and it is fully owned by the ~~sole~~former ~~shareholder~~Company’s Chief Executive Officer, provided to the Company $2234,~~744,~~ ~~on an~~under ~~interest~~the ~~free~~original ~~basis~~Promissory Note with maturity date January 31, 2025., ~~During~~and ~~the~~on ~~nine~~an ~~months~~interest ~~ended~~free ~~September~~basis. 30Additionally, ~~2024,~~during the ~~Company~~three ~~repaid~~months ~~$557~~ended ~~in cash~~March ~~and~~31, ~~$705 by issuing 47~~2025,~~029,465~~ ~~shares of~~ the Company’s ~~Class~~repaid ~~A Common Stock~~$291.

On As ~~June~~a ~~10,~~result ~~2024,~~of the ~~Company~~above ~~and~~transactions, ~~the~~on ~~Note~~March ~~holder~~31, ~~agreed~~2025, ~~to convert a portion of~~ the ~~Note~~Company ~~amounting~~has to $~~705~~171 ~~into~~as ~~47,029,465~~outstanding ~~shares~~principal. ofConsidering the ~~Company’s~~maturity ~~Class~~date, AJanuary ~~Common Stock~~31, ~~using a conversion price of $0.015~~2025, the Company ~~records~~was ain ~~gain~~default ~~amounted~~for tonon-payment ~~$94 using~~ the ~~closing~~principal ~~market~~under ~~price on~~ the ~~issuance~~terms ~~date. The~~of ~~conversion price applied for~~ the ~~aforementioned~~Promissory ~~issuance is not applicable for further conversions~~Note.

~~As a result of the above repayment and conversion, on September 30, 2024, the Company has $1,481 as outstanding principal.~~13

~~Lease~~12. ~~Assignment~~Subsequent ~~agreement~~ Events

InThe Company ~~August~~entered ~~2024~~into a Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), dated April 21, 2025 (the “SEPA”), pursuant to which the Company ~~entered into~~has athe ~~Lease~~right ~~Assignment~~to ~~agreement~~issue ~~with~~and ~~Revolving~~sell ~~Store~~to ~~Inc~~Yorkville, anand ~~entity~~Yorkville inshall ~~which~~purchase from the Company’s, ~~CEO~~up isto $25 million in aggregate gross purchase price (the ~~sole~~“Commitment ~~shareholder~~Amount”) of newly issued fully paid shares of our common stock. The ~~Lease~~SEPA ~~Assignment~~shall ~~agreement~~terminate ~~established~~on ~~that~~the ~~Revolving~~earliest ~~Store~~of ~~Inc.~~(i) ~~assumes~~April ~~all~~21, 2028 and (ii) the ~~rights~~date ~~and~~on ~~obligations~~which ~~related~~Yorkville toshall ~~New~~have ~~York~~made ~~store~~payment ~~lease,~~of ~~where~~any advances requested pursuant to the ~~Company~~SEPA ~~was~~for ~~the~~shares ~~tenant~~of ~~since~~Common ~~March~~Stock ~~2023~~equal to the Commitment Amount. ~~The~~Each ~~early~~sale ~~exit~~that ~~from~~the Company requests under the ~~New~~SEPA ~~York~~(an “Advance”) ~~store~~may ~~lease~~be ~~generated~~for a ~~gain~~number ~~for~~of shares of Common Stock that the Company ~~amounted~~may ~~to $85~~determine, ~~recorded~~subject asto ~~Other~~certain ~~income~~limitations ~~from~~set forth ~~discontinued~~in ~~operations,~~the ~~for~~SEPA. ~~the~~The ~~derecognition~~shares of ~~the~~common ~~Operating~~stock ~~Lease~~purchased ~~liabilities~~pursuant ~~amounted~~ to ~~$643,~~ ~~partially~~an ~~compensated~~Advance delivered by the ~~derecognition~~Company will be purchased at a price equal to 97% of the ~~Right~~lowest daily VWAP of ~~use~~the shares of ~~Assets~~Common ~~and~~Stock ~~Security~~during ~~deposit~~the ~~for~~three ~~cumulative~~consecutive ~~$559.~~trading Indays ~~detail,~~commencing on the ~~Company~~ ~~had~~date ~~$86~~of the delivery of ~~overdue~~the ~~monthly~~Advance ~~rents~~Notice, ~~for~~other than the ~~period~~daily ~~from~~VWAP ~~February~~on ~~2024~~a today ~~July~~in ~~2024,~~which ~~assumed~~the daily VWAP is less than a minimum acceptable price as stated by the ~~new~~Company ~~tenant:~~in ~~Revolving~~the ~~Store~~Advance ~~Inc~~Notice or there is no VWAP on the subject trading day..

~~16.~~In connection ~~Subsequent~~with ~~Events~~the execution of the SEPA, the Company agreed to pay a commitment fee of $500,000 as consideration for Yorkville’s irrevocable commitment to purchase the shares of common stock pursuant to the SEPA.

OnIn ~~October~~connection ~~30,~~with ~~2024~~the SEPA, Yorkville advanced to the Company the principal amount of $2,750,000 ~~received~~(the a“Pre-Paid ~~judgment~~Advance”) ~~against~~in itexchange ~~from~~for the ~~Supreme~~issuance ~~Court~~ of a promissory note in the ~~State~~principal amount of ~~New~~$2,750,000 ~~York~~(the “Promissory ~~for~~Note”). Of such funds, $155,000 was used to settle a bridge loan in an equal amount from Yorkville to the Company in April 2025, $250,000 shall was used as payment of an implementation fee for the ~~full~~Promissory ~~principal~~Note, ~~interest~~$1,500,000 ~~and~~was ~~costs~~deposited into escrow subject to an escrow ~~and~~agreement ~~disbursements~~(the in“Judgment ~~connection~~Escrow ~~with~~Agreement”) for the ~~2022~~settlement ~~unsecured~~of ~~note~~an ~~that~~outstanding judgment, and $845,000 was deposited into escrow subject to an escrow agreement (the “Company ~~issued~~Escrow Agreement”) for general administrative expenses. The funds held in escrow pursuant to athe ~~third-party~~Judgment Escrow Agreement are to anbe ~~investor~~released onupon ~~July~~the ~~15,~~earlies ~~2022~~to occur of (i) written ininstruction ~~exchange~~of ~~for~~the 2Company,~~000~~ ~~Euro~~Yorkville and the judgment holder, (~~approximately~~ii) $2to Yorkville if a resolution has not been reached with the judgment holder to Yorkville’s satisfaction by May 16,~~229~~ 2025, ~~using~~(iii) ~~September~~to ~~30,~~Yorkville ~~2024~~if ~~exchange~~a ~~rate~~proposed business combination had not occurred within 120 days from the issuance of the Promissory Note and (iv) ~~with~~to 6the judgment holder upon the occurrence of the proposed business combination.~~75%~~ asThe ~~interest~~escrow onfunds anheld ~~annual~~pursuant ~~basis~~to the Judgment Escrow Account were returned to Yorkville on May 16, 2025. The funds held in escrow pursuant to the Company Escrow Agreement are to be released upon the earliest to occur of (i) written instruction of the Company isand ~~currently~~Yorkville, ~~identifying~~(ii) as directed in Yorkville’s written instruction to release received after April 30, 2025 and ~~evaluating~~(iii) to the ~~alternative~~Company ~~paths~~upon ~~for~~the ~~facing~~occurrence of the ~~judgement~~proposed business combination. The escrow funds held pursuant to the Company Escrow Account were returned to Yorkville on May 16, 2025.

19The Promissory Note may be converted by Yorkville into shares of common stock, such shares shall be valued at the lower of (i) $.006 per share (the “Fixed Price”) or (ii) 95% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the date of such conversion (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price (as defined below) then in effect. On the fourth Trading Day following the listing of the common stock on a national exchange (the “Fixed Price Reset Date”), the Fixed Price shall be adjusted (downwards only) to equal the average VWAP for the three trading days immediately prior to the Fixed Price Reset Date. The “Floor Price” respect to the Variable Price, shall mean, (i) prior to an uplisting of the Common Stock to a national exchange, nil, and (ii) following such an uplisting, 20% of the initial listing price on such exchange.

At any time during the Commitment Period that there is a balance outstanding under the Promissory Note, Yorkville may deliver notice (an “Investor Notice”) to the Company to cause an Advance Notice to be deemed delivered to Yorkville and the issuance and sale of shares of common stock to Yorkville pursuant to an Advance (an “Investor Advance”) in an amount not to exceed the balance owed under the Promissory Note outstanding on the date of delivery of such Investor Notice. As a result of an Investor Advance, the amounts payable under the Promissory Note will be offset by such amount subject to each Investor Advance.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following discussion refers to the financial results of micromobility.com, Inc. for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 and ~~2023~~2024. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refer to micromobility.com, Inc. and our affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.

Overview

micromobility.com, Inc. ~~(formerly~~ ~~known as Helbiz, Inc., and,~~ (together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarters in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.

~~Founded~~During onthe ~~proprietary~~year ended ~~technology~~December ~~platforms~~31, 2024, the Company’s shifted its core business isfrom micromobility and media services to software services. In detail, during 2024 the ~~offering~~Helbiz ofDoo, ~~electric~~the ~~vehicles~~Serbian insubsidiary of the ~~sharing~~Company ~~environment~~entered into a Service agreement with Everli S.p.A., ~~Through~~a ~~its~~related ~~Mobility~~party (an entity ~~App,~~controlled by the Company’s ~~offers~~major anshareholder ~~intra-urban~~and ~~transportation~~former ~~solution~~President ~~that~~and ~~allows~~Chief ~~users~~Executive toOfficer), ~~instantly~~for ~~rent~~providing ~~electric~~software ~~vehicles~~development services and services for preparing it for an initial public offering.

~~During~~The ~~the~~Company ~~three months ended~~currently ~~September~~has ~~30,~~offices ~~2024, the Company decided to indefinitely suspend the mobility operations~~ in ~~the~~New ~~United~~York ~~States of America due to the high costs connected~~ and ~~the Company’s strategy to reduce the operating cash burn~~Belgrade. ~~On August 19, 2024, following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party.~~

~~The~~Recent ~~Company~~events ~~currently~~– ~~has a~~Discontinued ~~strategic footprint with office in New York. The Company currently has electric vehicles operating in Europe.~~operations

The Company ~~also~~was ~~provides~~an intra-urban ~~software~~transportation ~~development~~and ~~services~~media company, offering affordable, accessible, and ~~services~~sustainable ~~for~~forms ~~preparing~~of apersonal ~~related~~transportation, ~~party~~and ~~for~~providing anlive and ~~initial~~non-live ~~public~~media ~~offering~~content. During 2024, the Company decided to drastically reduce, and in some areas suspend, its mobility and media operations, both in Italy and the United States of America, due to the high costs and related cash burn.

~~Consolidated~~Following ~~Results~~the ofdecision to ~~Operations~~reduce its mobility and media operations, the Company entered into two Securities Purchase Agreements for selling the mobility and media businesses.

~~The~~On ~~following~~August ~~tables~~19, ~~set~~2024, ~~forth~~following the ~~our~~indefinite ~~results~~suspension of ~~operations~~ ~~from~~the ~~continuing~~mobility ~~operations~~business ~~for~~in the ~~periods~~United ~~presented~~States ~~and~~of asAmerica the Company entered into a ~~percentage~~Securities ofPurchase ~~our~~Agreement with ~~net~~a ~~revenue~~third-party, ~~for~~not ~~those~~considered ~~periods.~~a ~~Percentages presented~~customer, infor selling 100% of the ~~following~~equity ~~tables~~interest ~~may~~of ~~not~~Wheels ~~sum~~Lab, ~~due~~Inc. to(“Wheels”), ~~rounding~~no closing conditions were included in the Securities Purchase Agreement.

InOn ~~connection~~December ~~with~~31, ~~the~~2024, ~~suspension~~following ofthe decision to reduce the mobility ~~business~~and media operations in Europe, the ~~United~~Company ~~States~~entered ~~and~~into ~~the~~a ~~sale~~Stock ofPurchase ~~Wheels~~Agreement ~~assets~~with a related-party, Palella Holdings LLC, (qualified as related party because it is the Company’s ~~concluded~~major ~~that~~shareholder, and it is fully owned by the ~~assets,~~former Company’s ~~liabilities~~President and ~~results of~~Chief ~~operations~~Executive Officer) for selling 100% of the ~~Mobility~~equity ~~business~~interest inof ~~the~~Helbiz ~~United~~Europe ~~States~~Limited ~~met~~(excluding ~~the~~Helbiz Doo ~~criteria~~and ~~for~~including ~~classification~~Helbiz asMedia) ~~discontinued~~and ~~operations~~micromobility.com AsItalia aS.r.l. ~~result~~and the rights, title and interests in all Helbiz brands and platforms owned by the Company. ~~has~~The ~~presented~~Stock ~~the~~Purchase ~~results~~Agreement ofis ~~operations,~~conditioned ~~cash~~on: ~~flows~~a) ~~and~~the ~~financial~~approval ~~position~~of the Supreme Court of the ~~mobility~~State ~~business~~of New York, involved in the ~~United~~action ~~States~~taken ~~of America~~by asa ~~discontinued~~Note ~~operations~~Holder for an unsecured note in ~~the~~default, ~~condensed~~or ~~consolidated~~b) ~~financial~~receiving ~~statements~~a ~~for~~waiver ~~all~~from ~~periods~~such ~~presented~~Note Holder.

20In January 2025, Helbiz Media paid $1.6 million to LNPB as last payment of the settlement agreement entered in February 2024.

~~Comparison~~Consolidated Results of ~~the~~Continuing ~~Three and Nine months ended September 30, 2024, and 2023~~Operations

The following ~~table~~tables ~~summarizes our~~set ~~consolidated~~forth ~~results~~our results of operations for the ~~three~~periods ~~and~~presented. ~~nine~~Percentages ~~months~~presented ~~ended~~in ~~September~~the ~~30,~~following ~~2024,~~tables ~~and~~may ~~2023~~not ~~related~~sum due to ~~continuing operations.~~rounding

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	775		$	1,225		$	1,536		$	7,256
Operating expenses:
Cost of revenue		484			1,314			1,437			17,878
General and administrative		867			4,811			5,466			15,942
Sales and marketing		8			120			53			1,123
Research and development		—			480			—			2,089
Total operating expenses		1,359			6,724			6,956			37,031
Loss from operations		(584	)		(5,499	)		(5,420	)		(29,775	)
Total non-operating income (expenses), net		(1,074	)		(1,946	)		(1,116	)		(7,610	)
Income Taxes		—			(10	)		—			(48	)
Net loss from continuing operations	$	(1,658	)	$	(7,456	)	$	(6,536	)	$	(37,433	)
Net income (loss) from discontinued operations		6,632			(2,021	)		5,441			(25,816	)
Net income (loss)		4,974			(9,477	)		(1,095	)		(63,249	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues		100	%	$	100	%	$	100	%	$	100	%
Operating expenses:
Cost of revenue		62	%		107	%		94	%		246	%
General and administrative		112	%		393	%		356	%		220	%
Sales and marketing		1	%		10	%		3	%		15	%
Research and development		—			39	%		—			29	%
Total operating expenses		175	%		549	%		453	%		510	%
Loss from operations		(75	)%		(449	)%		(353	)%		(410	)%
Total non-operating income (expenses), net		(139	)%		(159	)%		(73	)%		(105	)%
Income Taxes		—			(1	)%		—			(1	)%
Net loss from continuing operations		(214	)%	$	(609	)%	$	(426	)%	$	(516	)%
Net income (loss) from continuing operations		856	%		(165	)%		354	%		(356	)%
Net income (loss)		642	%		(774	)%		(71	)%		(872	)%

Comparison of the Three months ended March 31, 2025, and 2024

21The following table summarizes our consolidated results of operations for the three months ended March 31, 2025, and 2024.

The following table summarizes our consolidated results of operations for the three and nine months ended September 30, 2024, and 2023 related to discontinued operations.


	Three months ended March 31,
	2025			2024
Revenues	$	477		$	127
Operating expenses:
Cost of revenue		323			175
General and administrative		352			1,230
Total operating expenses		675			1,405

Loss from operations		(198	)		(1,278	)
Total non-operating income (expenses), net		(180	)		(2,181	)
Exchange gain (loss), net		—			49
Income Taxes		—			—
Net loss from continuing operations	$	(378	)	$	(3,410	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	1		$	329		$	596		$	1,712
Operating expenses:
Cost of revenue		81			1,940			1,187			8,965
General and administrative		24			3			163			343
Sales and marketing		8			407			549			1,567
Impairment of Goodwill and Intangible Assets		—			—			—			16,444
Write-off leasehold improvements		937			—			937			—
Total operating expenses		1,050			2,350			2,836			27,320
Loss from discontinued operations		(1,049	)		(2,021	)		(2,240	)		(25,608	)
Loss from extinguishment of finance lease		—			—			—			(206	)
Interest expenses on finance lease		—			—			—			(2	)
Other income		85			—			85			—
Gain from Wheels sales		7,596			—			7,596			—
Net income (loss) from discontinued operations		6,632			(2,021	)		5,441			(25,816	)

The following table shows our results of operations from continuing operations as a percentage of our revenues from continuing operations for those periods. Percentages presented in the following tables may not sum due to rounding.

Net Revenues


	Three months ended March 31,
	2025			2024
Revenues		100	%		100	%
Operating expenses:
Cost of revenue		68	%		138	%
General and administrative		74	%		969	%
Total operating expenses		142	%		1,106	%

Loss from operations		(42	)%		(1,006	)%
Total non-operating income (expenses), net		(38	)%		(1,717	)%
Exchange gain (loss), net		—	%		39	%
Income Taxes		—	%		—	%
Net loss from continuing operations		(79	)%		(2,685	)%

	Three Months Ended September 30,							Nine Months Ended September 30,
	2024		2023		% Change			2024		2023		% Change
European Mobility Revenues – Third Parties		317		918		(65	)%		534		2,807		(81	)%
Media Revenues – Third Parties		7		241		(97	)%		26		3,849		(99	)%
Other Revenues – Third Parties		—		66		—			2		600		(100	)%
Other Revenues – Related Party		451		—		—			975		—		—
Total Net Revenues from continuing operations		775		1,225		(37	)%		1,536		7,256		(79	)%
Total Net Revenues from discontinued operations		1		329		(100	)%	$	596		1,712		(65	)%

The following table summarizes our consolidated results of operations for discontinued operations for the three months ended March 31, 2025, and 2024.

Total Net Revenue from continuing operations decreased by $450, or 37%, from $1,225 for the three months ended September 30, 2023, to $775 for the three months ended September 30, 2024, and decreased by $5,720, or 79%, from $7,256 for the nine months ended September 30, 2023, to $1,536 for the nine months ended September 30, 2024. This decrease was primarily due to: a) the decrease of Media revenues for the early termination of the LNPB agreements, and b) the decrease of European Mobility revenues driven by the Company’s strategy to exit not profitable markets; partially compensated by the increase of the Other Revenues from Related Party.


	Three months ended March 31,
	2025			2024
Revenues	$	339		$	444
Operating expenses:
Cost of revenue		73			908
General and administrative		59			299
Sales and marketing		—			275
Total operating expenses		132			1,482

Net income (Loss) from discontinued operations		207			(1,038	)

Total non-operating income (expenses), net		(58	)		(71	)
Net income (loss) from discontinued operations	$	149		$	(1,109	)

Total Net Revenue from discontinued operations decreased by $328, or 100%, from $329 for the three months ended September 30, 2023, to $1 for the three months ended September 30, 2024, and decreased by $1,116, or 65%, from $7,256 for the nine months ended September 30, 2023, to $1,536 for the nine months ended September 30, 2024. These decreases are related to the suspension of mobility business in the United States of America and sales of Wheels electric vehicles and occurred during the three months ended September 30, 2024. During the first six months of 2024, the Company provided e-mobility services, either sharing or long-term rental proposal, in the following United States areas: Tampa (Florida), New York (New York), and Santa Monica (California).Revenues

~~European~~The ~~Mobility~~following table summarizes our net revenues for continuing and discontinued operations for the three months ended March 31, 2025, and 2024.

Mobility revenues decreased by $601, or 65%, from $918 for the three months ended September 30, 2023, to $317 for the three months ended September 30, 2024, and decreased by $2,273, or 81%, from 2,807 for the nine months ended September 30, 2023, to $534 for the nine months ended September 30, 2024. The decreases are explained by the Company’s strategy to decrease the Company’s operating cash which resulted in closing multiple locations in Italy.

	Three months ended March 31,
	2025		2024		% Change
IT Services Revenues – Related party		477		127		276	%
Total Revenues from continuing operations – Related Party	$	477	$	127		276	%

Total Revenues from discontinued operations – Third Party	$	339	$	444		(24	)%

We are an operator in Italy in the micro-mobility environment. During the first nine months of 2024, the Company provided e-mobility services in the following Italian cities: Turin, Parma, Palermo, Pisa, San Benedetto del Tronto, Modena, and Catania.16

22Revenues from continuing operations

~~Media~~Total ~~revenues~~Revenues from continuing operations are related to a service agreement entered in February 2024 between Helbiz Doo and Everli which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli. The Service Agreement requires the Company to provide software development services for Everli.

~~Media~~During ~~revenues decreased by $234, or 97%, from $241 for~~ the three months ended ~~September~~March 3031, ~~2023~~2025, toand ~~$7 for the three months ended September 30,~~ 2024, ~~and~~pursuant ~~decreased by~~to ~~$3,828,~~the orAgreement ~~99%,~~and ~~from~~related 3amendment,~~849~~ ~~for~~ the ~~nine~~Company ~~months~~recorded ~~ended~~revenues ~~September~~for ~~30,~~IT ~~2023,~~services amounting to $26477 ~~for~~and ~~the nine months ended September 30~~$127, ~~2024~~respectively.

~~The~~Revenues ~~decrease~~from isdiscontinued ~~mainly explained by the early termination of LNPB agreements.~~operations

~~Other~~Total Revenues –from ~~Related~~discontinued operations ~~Party~~decreased by $105, or 24%, from $444 for the three months ended March 31, 2024, to $339 for the three months ended March 31, 2025. The amount recorded during the three months ended March 31, 2025 is fully related to a non-recurring event: the expiration and deletion of the US mobility wallets.

Helbiz Serbia, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. (entity owned by Micrmobility.com CEO) requiring Helbiz Serbia to provide software development services and services for preparing Everli S.p.A. for an initial public offering. During the nine months ended September 30, 2024, pursuant to the Agreement, the Company recorded $451 and $975 as Other Revenues- Related Party for the three and nine months ended September 30, 2024, respectively.

Cost of Revenues

	Three Months Ended September 30,							Nine Months Ended September 30,
	2024		2023		% Change			2024		2023		% Change
European Mobility - Cost of revenues	$	133	$	717		(81	)%	$	485	$	5,520		(91	)%
Of which Vehicle deposit
write-off		—		—		—			—		1,654		—
Media - Cost of revenues		51		96		(47	)%		52		10,002		(99	)%
Other - Cost of revenues		300		501		(40	)%		900		2,356		(62	)%
Total - Cost of revenues from continuing operations		484		1,314		(63	)%		1,437		17,878		(92	)%
Total - Cost of revenues from discontinued operations		81		1,940		(96	)%		1,187		8,965		(87	)%

The following table summarizes our Cost of Revenues for continuing and discontinued operations for the three months ended March 31, 2025, and 2024.

Cost of Revenue from continuing operations decreased by $830 or 63% and by 16,441, or 92% in the three and nine months ended September 30, 2024 compared with three and nine months ended September 30, 2023. These decreases were primarily due to: a) the decrease in Media Cost of revenues for the early termination of the LNPB agreements, and b) the decrease of Mobility activities in Europe driven by the Company’s strategy to exit not profitable markets.

	Three months ended March 31,
	2025		2024		% Change
IT Developer Payroll	$	307	$	151		103	%
Depreciation		15		15		0	%
Other Cost of revenues		1		9		(89	)%
Total - Cost of revenues from continuing operations		323		175		85	%

Total - Cost of revenues from discontinued operations		73		908		(92	)%

Cost of ~~Revenue~~ Revenues from ~~discontinued operations~~continuing decreased by $1,859 or 96% and by 7,778, or 87% in the three and nine months ended September 30, 2024 compared with three and nine months ended September 30, 2023. These decreases are related to the suspension of mobility business in the United States of America and sales of Wheels electric vehicles and occurred during the three months ended September 30, 2024.operations

~~Mobility~~ Cost of ~~revenues~~Revenues from continuing operations increased by $148 or 85% from $175 for the three months ended March 31, 2024, to $323 for the three months ended March 31, 2025.

~~Mobility~~The ~~cost~~increase ofis ~~revenues~~mainly ~~shows~~related ato ~~decrease of $584 or 81% for~~ the ~~three~~increase ~~months~~in ~~ended~~IT ~~September~~Developer ~~30,~~payroll ~~2024~~expenses ~~compared~~which toincreased ~~the~~by ~~three months ended September 30~~156, ~~2023, and $5,034~~ or 91103% ~~for~~as ~~the~~a ~~nine~~result ~~months~~of ~~ended September 30, 2024 compared to~~ the ~~nine~~increase ~~months ended September 30, 2023. The decreases are mainly driven by the closing~~ of ~~multiple locations in Italy, in line with~~ the ~~Company’s~~IT ~~strategy to decrease the operating cash used by the micro-mobility business~~workforce. In detail, ~~for~~IT ~~the~~developers ~~three~~employed ~~and~~by ~~nine~~the ~~months~~Company ~~ended September 30, 2024, European Mobility Cost of Revenues~~ are ~~lower~~ ~~than~~fully ~~European~~involved ~~Mobility Revenues, these results are~~ in ~~line with~~ the ~~Company~~software ~~strategy~~development ~~to focus Mobility~~ activities ~~only~~for ~~in profitable markets~~Everli.

~~Other~~ Cost of ~~revenues~~Revenues from discontinued operations

~~Other~~Cost of ~~cost~~Revenue offrom ~~revenues~~discontinued ~~shows a~~operations ~~decrease~~is ofmainly ~~$201~~related orto ~~40%~~media ~~for~~and ~~the~~mobility ~~three~~businesses ~~months~~expenses ~~ended~~and ~~September~~showed 30a decrease of $835, ~~2024~~or 92%, ~~compared~~from to$908 for the three months ended ~~September~~March 3031, ~~2023~~2024, ~~and~~to $~~1,456 or~~73 ~~62%~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. ~~compared~~The todecrease is in line with the ~~nine~~Company ~~months~~decision ~~ended~~to ~~September~~exit ~~30,~~these ~~2023~~businesses.

The cost of revenues recorded during the nine months ended September 30, 2024, amounting to $900, are related to payroll costs for employees hired under the IT Department dedicated to the Company’s platforms and the software services rendered to Everli S.p.A. under the Business Cooperation Agreement. As a result, the three and nine months ended September 30, 2024 shows a Other Cost of Revenues lower than Other Revenues, this result is in line with the Company strategy to focus profitable activities.17

The cost of revenues recorded during the nine months ended September 30, 2023, amounting to $2,356, were related to grocery business stopped during 2023, because it was showing negative margins.

General and Administrative

	Three Months Ended September 30,							Nine Months Ended September 30,
	2024		2023		% Change			2024		2023		% Change
General and administrative from continuing operations	$	867	$	4,811		(82	)%	$	5,466	$	15,942		(66	)%
Of which Litigation accruals		10		—		—			2,051		32		>100	%
General and administrative from discontinued operations		24		3		>100	%		163		343		(52	)%

The following table summarizes our General and Administrative expenses for continuing and discontinued operations for the three months ended March 31, 2025, and 2024.

Total General and Administrative expenses related to continuing operation decreased by $3,944, or 82%, from $4,811 for the three months ended September 30, 2023, to $867 for the three months ended September 30, 2024, and decreased by $10,476, or 66%, from $15,942 for the nine months ended September 30, 2023, to $5,466 for the nine months ended September 30, 2024. The decrease is mainly driven by the Company strategy to drastically decrease the cash burn; in detail, several administrative employees in Europe and United States left the Company and they have not been replaced. Additionally, the Company renegotiated or exited multiple agreements with lawyers and consultants. The amount recorded for the nine months ended September 30, 2024 is also highly impacted by a non-recurring item: Litigation accruals amounting to $2,051.


	Three months ended March 31,
	2025		2024		% Change
Professional services fees	$	211	$	367		(43	)%
G&A Payroll		52		499		(90	)%
Software		42		93		(55	)%
Lease expenses for offices and corporate houses		14		27		(48	)%
Amortization, depreciation and loss on disposal		9		19		(53	)%
Other Corporate expenses		24		225		(89	)%
Total – General and administrative from continuing operations	$	352	$	1,230		(71	)%

Total – General and administrative from discontinued operations	$	59	$	299		(80	)%

~~Total~~ General and ~~Administrative~~administrative expenses ~~related to discontinued operation increased by $21, or 700%,~~ from $3continuing for the three months ended September 30, 2023, to $24 for the three months ended September 30, 2024, and decreased by $180, or 52%, from $343 for the nine months ended September 30, 2023, to $163 for the nine months ended September 30, 2024. The amount recorded during the nine months ended September 30, 2024 is mainly related to leasehold improvements depreciations while the amount recorded during the nine months ended September 30, 2023 is mainly related to a litigation accruals amounted to $333 for Wheels claims.operations

~~Sales~~ General and ~~marketing~~Administrative expenses from continuing operations decreased by $878 or 71% from $1,230 for the three months ended March 31, 2024, to $352 for the three months ended March 31, 2025.

	Three Months Ended September 30,							Nine Months Ended September 30,
	2024		2023		% Change			2024		2023		% Change
Sales and marketing from continuing operations	$	8	$	120		(93	)%	$	53	$	1,123		(95	)%
Sales and marketing from discontinued operations	$	8	$	407		(98	)%	$	549	$	1,567		(65	)%

The decrease is mainly driven by the following reasons: a) reduction of professional services by $156 or 43%, highly impacted by the decrease of legal fees, b) decrease of workforce, including executives generating a decrease in G&A Payroll of $447, or 90%; c) reduction of Software expenses for $51, or 55%, several IT agreements were terminated, d) exit from lease agreements related to offices, not renewed, generating a decrease amounted to $13, or 48%, e) general decrease of corporate expenses following the decision to drastically reduce the Company’s cash burn.

~~Sales~~General and ~~marketing~~ administrative expenses from ~~continuing~~discontinued operations decreased by $112 or 93%, and by $1,070 or 95% in the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively. The decrease is explained by the Company’s strategy to decrease the Company’s operating cash burn. In detail, the Company took the following actions: a) drastically reduced the marketing campaigns in terms of budget following the exit of multiple operating markets in Italy, and b) close of the marketing and customer supports departments.

~~Sales~~ General and ~~marketing~~Administrative expenses from discontinued operations decreased by $~~399~~240 or 9880%, ~~and~~from by $~~1,018~~299 orfor ~~65% in~~ the three ~~and nine~~ months ended ~~September~~March 3031, 2024, ~~compared~~ to $59 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2025. The decrease ~~for the three months comparison~~ is ~~explained~~in byline with the Company’s ~~suspension~~disinvestment of ~~the~~media and mobility businesses ~~business~~and in the ~~United~~decision ~~States~~to ~~while~~reduce the ~~nine~~cash ~~months~~burn ~~decrease is also explained~~ by ~~the~~these ~~closing of the US marketing department~~operations.

Research and Development.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024		2023		% Change		2024		2023		% Change
Research and development	$	—	$	480		—	$	—	$	2,089		—

The decreases are mainly explained by the Company decision to reclassify the IT expenses from Research and Development to Cost of Revenues in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024, following the recognition of Revenues from Related Party based on an agreement for IT services.

Total non-operating income (expense), net from continuing operations

	Three Months Ended September 30,									Nine Months Ended September 30,
	Three months ended March 31,
	2024			2023			% Change			2024			2023			% Change
	2025			2024			% Change
Interest expense, net	$	(~~852~~179	)	$	(~~1,067~~806	)		(2078	)%		~~(2,556~~	)		~~(4,631~~	)		~~(45~~	)%
Gain (loss) on extinguishment
Legal claims - accruals		—			(2,000	)		—
of financial debts		—			—			—			822			637			29	%
Gain on extinguishment of financial debts		—			728			—
SEPA financial income
SEPA financial expenses, net		—			(102	)		—
(expenses), net		—			(1,137	)		—			(102	)		(3,840	)		(97	)%
Other income (expenses), net		(1	)		(1	)		0	%
Other income (expenses), net		(222	)		258			(186	)%		720			224			221	%
Total non-operating income (expenses), net from continuing operations	$	(180	)	$	(2,181	)		(92	)%
Total non-operating income (expenses), net from continuing operations	$	(1,074	)		(1,946	)		(45	%)		(1,116	)		(7,610	)		(85	)%

Non-operating income (expense), net, from continuing operations decreased by 4592% or $~~872~~2,001 ~~comparing~~from an expenses, net of $2,181 for the three months ended ~~September 30~~March 31, 2024, ~~with~~to $180 for the three months ended ~~September~~ 30March 31, ~~2023;~~2025. ~~and~~The ~~decreased~~decrease byis ~~85%~~mainly orrelated $6to non-recurring items,~~494~~ ~~comparing~~recorded during the three ~~nine~~ months ended ~~September~~March 3031, 2024 ~~with~~for: ~~the~~accruals ~~nine~~related ~~months~~to ~~ended September 30~~litigations, ~~2023~~gain on financials debts settled and SEPA expenses.

Interest expenses, net

Interest expenses decreased by $~~215~~627, or 2078%, from $~~1,067~~806 for the three months ended ~~September~~March 3031, ~~2023~~2024, to $~~852~~179 for the three months ended ~~September~~March 3031, ~~2024, and by $2,075, or 45%, from $4,631 for the nine months ended September 30, 2023, to $2,556 for the nine months ended September 30, 2024~~2025. Such ~~decrease~~ decrease is mainly driven by the overall decrease of the Company’s financial liabilities; ~~additionally,~~recorded ~~during~~as ~~the~~continuing ~~nine~~operations ~~months~~and ~~ended September 30, 2024~~ the ~~Company has been funded by a Promissory~~ Related-party notes ~~from~~issued ~~related~~on ~~party~~an ~~with zero~~ interest ~~rate~~free basis.

Gain (loss) on extinguishment of financial debts

Gain on extinguishment of debt amounted to $822 for the nine months ended September 30, 2024 is related to:

a) an Amendment Agreement entered by the Company with the holder of an unsecured Note. In detail, the Company settled $734 of the aforementioned Unsecured Note by issuing 928,942 Class A Common Stock in March 2024, for the reduction of the Company’s share price from the Amendment date to the issuance date the Company recorded a gain amounted to $728.

b) A conversion agreement was reached with Palella Holdings LLC (a related party) for the conversion of a portion of a promissory note outstanding. In detail, on June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date.

SEPA financial income (expenses), net

SEPA financial expenses, net decreased by $3,738, or 97%, from $3,840 for the nine months ended September 30, 2023, to $102 for the nine months ended September 30, 2024. Such decrease is mainly driven by the overall decrease of the SEPA usage, highly impacted by the Company’s decreases in market volatility and market price.

Other income (expenses), net

Other income (expenses), net decreased by $480, or 186%, from an income of $258 for the three months ended September 30, 2023, to an expenses of $222 for the three months ended September 30, 2024, and increased by $496, or 221%, from an income of $224 for the nine months ended September 30, 2023, to an income of $720 for the nine months ended September 30, 2024. Such increase is mainly driven by a settlement agreement entered with a Media vendor which generated a cumulative gain of $807 during the second quarter of 2024.

Total non-operating income (expense), net from discontinued operations

	Three Months Ended September 30,									Nine Months Ended September 30,
	Three months ended March 31,
	2024			2023			% Change			2024		2023			% Change
	2025			2024			% Change
Loss from extinguishment of finance lease		—			—			—			—		(206	)		—
Interest expense, net	$	(139	)	$	(58	)		140	%
Interest expenses on finance lease		—			—			—			—		(2	)		—
Gain (loss) on extinguishment of AP		88			—			—
Other income		85			—			—			85		—			—
Other income (expenses), net		(7	)		(13	)		(46	)%
Gain from Wheels sales		7,596			—			—			7,596		—			—
Total non-operating income (expenses), net from discontinued operations	$	(58	)	$	(71	)		(18	)%
Total non-operating income (expenses), net from discontinued operations	$	7,681			—			—			7,681		(208	)		>(100)	%

~~Other~~ Non-operating income (expense), net from discontinued operations, decreased by 18% or $13 from an expenses, net of $71 for the three months ended March 31, 2024, to $58 for the three months ended March 31, 2025. The decrease is mainly related to non-recurring items.

~~During~~Interest ~~the nine months ended September 30~~expenses, ~~2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the~~ ~~majority~~net ~~of the lease agreements related to warehouse facilities, including the retail store.~~

InInterest ~~August~~expenses ~~2024, the Company entered into~~increased aby ~~lease~~$81, ~~assignment~~or ~~agreement~~140%, ~~with~~from a$58 ~~related party,~~ for the ~~early~~three ~~exit~~months ofended ~~the~~March ~~New~~31, ~~York store. As a result of the aforementioned agreement~~2024, ~~the~~ ~~Company~~to ~~assigned~~$139 ~~all~~for the ~~rights~~three ~~and~~months ~~obligations~~March ~~under the previous lease to the new tenant~~31, ~~which is an entity fully-owned by the Company’s Chief Executive Officer~~2025. ~~The~~Such ~~Company~~increase ~~recorded~~is ~~as Other income from discontinued operations a gain of $85 from~~mainly ~~the~~driven ~~early termination of the New York store lease; generated~~ by the ~~derecognition~~interest ofexpenses ~~the~~related ~~Right~~to ~~of Use of Asset, Security deposit and Operating lease liabilities. Additionally,~~ the ~~Company~~Advances ~~recorded $937 as Write-off leasehold improvements~~ from ~~discontinued~~bank ~~operations for~~amounting ~~the derecognition of leasehold improvements related~~ to ~~the New York store~~$109.

Gain ~~from~~(loss) ~~Wheels~~on ~~sales~~extinguishment of accounts payable

OnDuring ~~August~~the ~~19,~~three ~~2024 (“Sale~~months ~~date”),~~ended ~~the~~March ~~Company~~31, ~~sold~~2025, ~~100% of~~ the ~~equity~~Company ~~interest~~recognized ofa ~~Wheels~~gain ~~Lab,~~related ~~Inc. (“Wheels”)~~ to athe ~~third~~extinguishment ~~party~~of ~~not~~certain ~~considered a~~outstanding ~~Company’s~~accounts ~~customer~~payable, ~~(“Buyer”)~~amounting to $88. The ~~transaction~~gain ~~price~~resulted offrom ~~the~~these ~~sale~~extinguishments is ~~represented~~mainly byrelated ~~the~~to ~~Wheels~~multiple ~~liabilities~~settlements ~~assumed~~with ~~by the~~vendors. ~~Buyer~~In detail, ~~there was no cash consideration or variable consideration in~~ the ~~sales~~Company ~~agreement. Wheels was an entity operating in~~ derecognized the ~~mobility business~~liabilities ~~environment~~or ~~with~~portion ~~electric~~of ~~vehicles~~them inupon the ~~United~~execution ~~States;~~of assettlement ~~a result Wheels assets~~agreements, ~~liabilities~~or ~~and~~when ~~result~~payments ofare ~~operations~~made ~~(including the~~or ~~gain~~when ~~from~~ the ~~sale)~~Company ~~are~~is ~~included~~legally released infrom the ~~discontinued operations for the period presented~~obligation.

The following table summarizes the assets sold and liabilities assumed by the Buyer, at the Sale Date, August 19, 2024, which have been derecognized from the Company’s financial statement.

Cash and cash equivalents	$	3
Prepaid and other current assets		36
Property and Equipment Gross		3,120
Property and Equipment Accumulated Depreciation		(3,115	)
Other non-current Assets		34
Total assets sold (Company’s book values)	$	78
Accounts payables		(3,725	)
Financial liabilities		(578	)
Accrued expenses and other current liabilities		(1,510	)
Legal contingencies		(1,539	)
Deferred revenues		(322	)
Total Liabilities assumed (Company’s book values)	$	(7,674	)
Gain from the derecognition of nonfinancial assets		7,596
Total cash-consideration received from the sale	$	—

The gain generated by the sale transaction is primarily attributable to the fully amortized electric vehicles and the fully impaired intangible assets (such as patents) owned by Wheels.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue to have, an ongoing need to raise additional cash from outside sources to fund our operations and expand our business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support our cost structure.

As of ~~September~~March 3031, ~~2024~~2025, our principal sources of liquidity were cash and cash equivalents of $~~141~~100.

WeOn ~~plan~~April to21, ~~continue~~2025, tothe ~~fund~~Company ~~our~~entered ~~operations~~into ~~through~~a ~~debt~~Standby ~~and~~Equity ~~equity~~Purchase ~~financing~~Agreement (“SEPA”) with YA II PN, ~~for~~Ltd. Pursuant to the ~~next~~SEPA, ~~twelve~~the Company has the right, but not the obligation, to sell to YA II PN, Ltd up to $25 million, of its shares of Common Stock at any time during the 36 months. To request a purchase, the Company submits an Advance Notice to YA specifying the number of shares, it intends to sell.

We ~~may~~plan beto ~~required~~continue to ~~seek~~fund ~~additional equity or debt financing. Our future capital requirements will depend on many factors, including~~ our ~~growth~~operations and ~~expanded~~expansion ~~operations~~plan, ~~including~~ ~~the~~through ~~new~~debt ~~business~~and ~~lines.~~equity ~~In the event that additional~~ financing ~~is required from outside sources~~, wefor ~~may~~the ~~not~~next betwelve ~~able to raise it on terms acceptable to us or at all~~months.

We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

Indebtedness

The following table summarizes our indebtedness as of ~~September 30~~March 31, ~~2024~~2025.

	Weighted Average Interest Rate			Maturity Date		September 30, 2024
	March 31, 2025
Secured Convertible loan, net		9	%		2024		3,488
		Continuing Operations			Discontinued Operations
Convertible debts, net		5	%		2024		5,785
Related-Party Secured Convertible loan, net*		6,477			—
Unsecured loans, net		2	%		Various		6,089
Related-Party Promissory Note		171			—
Related-Party Promissory Note		0	%		2025		1,481
Unsecured loans, net		3,854			1,774
Other financial liabilities		N/A			Various		130
Advances from bank		—			12,316
Total Financial Liabilities, net							16,973
Other financial liabilities		110			—
Of which classified as Current Financial Liabilities, net							15,926
Total Financial Liabilities, net		10,612			14,090
Of which classified as Non-Current Financial Liabilities, net							1,047
Of which classified as Current Financial Liabilities, net		10,612			13,540
Of which classified as Non-Current Financial Liabilities, net		—			550

~~Our~~*the ~~financial~~convertible ~~liabilities,~~debts have ~~net~~been ~~increased~~sold byto ~~15%~~Palella orHoldings ~~$2,189~~LLC ~~from $14,784~~in asDecember of2024 ~~December~~from ~~31,~~YA ~~2023~~II PN, ~~to $16~~Ltd.,~~973~~ asa offinancial ~~September~~institution ~~30,~~considered ~~2024~~a Third-Party.

~~The~~Our ~~increase~~financial isliabilities, net ~~mainly~~increased ~~explained~~ by ~~the~~4% ~~Promissory~~or ~~Notes~~$851 ~~issued~~from to$23,851 for the ~~Company’s~~year ~~CEO,~~ended ~~accumulated~~December ~~interests~~31, ~~and~~2024, ~~amortization~~to of$24,702 for the ~~debt~~three ~~discounts~~months ~~related~~ended toMarch ~~the convertible~~31, ~~debts~~2025. ~~and~~The increase ~~loan,~~is ~~partially~~mainly ~~compensated~~explained by ~~repayments~~the ofinterest ~~unsecured~~expense ~~loans,~~recorded ~~convertible~~during ~~loan~~the three months ended March 31, 2025.

~~2022~~As ~~unsecured~~of ~~note~~March –31, 2025, the Company is in default for non-payment under the terms of the Secured Convertible loan, Promissory note and the Unsecured loans. In October 30, 2024, the Company received a judgment against it from the Supreme Court of the State of New York for the payment of the full principal, interest and costs and disbursements in connection with the one of unsecured loan for approximately $2,454. The Company is currently identifying and evaluating the alternative paths for facing the judgement and for renegotiating with Palella Holdings LLC and the other unsecured loan holders new re-payment plans.

On July 15, 2022, the Company issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $2,229, using September 30, 2024 exchange rate) with 6.75% as interest on an annual basis. In March 2024, the Company entered into a Settlement agreement with the Note holder pursuant to which the Company’s obligations under the original agreements, amounting to $2,454 (2,202 Euro), will be satisfied in exchange of a payment of $1,102 (995 Euro), to be paid within June 30, 2024. As of September 30, 2024, the Company was in default for non-payment under the terms of the Settlement agreement. As a result on September 30, 2024, the Company has $2,454 as outstanding principal and accumulated interest recorded as Short-term financial liabilities.19

~~Leases~~Securities ~~liabilities~~outstanding as of March 31, 2025

~~Operating~~As ~~leases~~of March 31, 2025, we had the following outstanding securities:

The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheet as of September 30, 2024 and as of December 31, 2023

	March 31, 2025
Common Shares		92,214,637
Total Common Shares outstanding		92,214,637

Preferred stock		—
Total Preferred Stock outstanding		—

Warrants		2,641
Stock Option Plans		1,050
Restricted Stocks granted		21
Total Warrants, Restricted Stocks and Stock Options outstanding		3,712

Operating leases from continuing operations		September 30, 2024	December 31, 2023
Assets
Right-of-use Assets under operating leases from continuing operations	$	170	529
Right-of-use Assets under operating leases from discontinued operations		—	651
Liabilities
Current Operating leases liabilities – recorded as Accrued expenses and other current Liabilities	$	24	268
Non-current Operating leases liabilities		146	355
Total Operating lease liabilities from continuing operations	$	170	623
Total Operating lease liabilities from discontinued operations		—	700

During the nine months ended September 30, 2024, the Company exited the majority of the lease agreements related to warehouse facilities, corporate houses, corporate car, and retail store, remaining with few operating locations.

Future annual minimum lease payments as of September 30, 2024, are as follows:

Year ending December 31,	Operating Leases
2024	$	20
2025		—
2026		—
Thereafter		—
Total minimum lease payments	$	20

Securities outstanding as of September 30, 2024

As of September 30, 2024, we had the following outstanding securities:

	September 30, 2024
Class A Common Shares		92,214,637
Total Common Shares outstanding		92,214,637
Preferred stock		—
Total Preferred Stock outstanding		—
Warrants		2,641
Stock Option Plans		1,050
Restricted Stocks granted		21
Total Warrants, Restricted Stocks and Stock Options outstanding		3,712

Common Shares and Preferred stocks

As of ~~September~~March 3031, ~~2024~~2025, the Company’s charter authorized the issuance of up to 900,000,000 shares of ~~Class A~~ common stock, $0.00001 par value per share, and 100,000,000 shares of preferred stock at $0.00001 par value per share.

Related Party Transactions

~~Agreements~~2024 ~~with~~Stock ~~Everli~~Purchase ~~S.p.A.~~ Agreement - Palella Holdings LLC

InOn December 31, 2024, following the ~~first~~decision ~~quarter~~to ~~of 2024~~exit the mobility and media operations in Europe, the Company entered into ~~two~~a ~~business~~Stock ~~agreements~~Purchase Agreement with ~~Everli~~a related-party, ~~S.p.A.~~Palella ~~which~~Holdings isLLC, a(qualified as related party asbecause it is the Company’s ~~President~~major shareholder, and it is fully owned by the former Company’s President and Chief Executive Officer) ~~has~~for aselling ~~majority~~100% of the equity interest of the European entities, excluding Helbiz Doo (the Serbian entity generating the IT revenues), and the rights, title and interests in ~~Everli~~all SHelbiz brands and platforms owned by the Company.p The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from such Note Holder.A.

~~Helbiz~~The ~~Media,~~Closing ~~an Italian~~conditions ~~subsidiary~~had ofnot ~~micromobility.com,~~been ~~entered~~satisfied ~~into~~as ~~a Service Supply Agreement with Everli S.p.A. requiring Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms~~ of ~~the~~March ~~agreement~~31, ~~Everli is to pay the Company $8,052 (including VAT)~~2025. Under the mentioned agreement during the nine months ended September 30, 2024, the Company issued invoices (including VAT) amounting to $6,814 of which $1,527 have been paid, for services to be rendered in the next six months. No Revenues have been recorded during the nine months ended September 30, 2024, for this Service Supply Agreement.

~~Helbiz Serbia, the Serbian subsidiary~~Agreements ofbetween ~~micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. requiring~~ Helbiz ~~Serbia~~Media ~~to provide software development services~~ and ~~services for preparing~~ Everli S.p.A. for an initial public offering. During the nine months ended September 30, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,065 of which $935 have been paid, for services rendered during the period in line with the Agreement. The Company recorded $451 and $975 as Other Revenues- Related Party for the three and nine months ended September 30, 2024, respectively.

28During the year ended December 31, 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement described above), entered into a Service Supply Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) requiring Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $7,919 (including VAT). During the three months ended March 31, 2025, Everli paid 1,515 Euro (approximately $1,639 using March 31, 2025, exchange rate) to Helbiz Media, recorded as Deferred Revenues – related party from discontinued operations.

On November 11, 2024, the Company entered into a service agreement with Everli. In detail, Helbiz Media, entered into a Service Agreement for the use of Helbiz Media platform, based on which Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024 to November 30, 2029. Under the terms of the service agreement, Everli is to pay the Company $15,145 (including VAT) in two years from the signing date. As of March 31, 2025, the Company does not grant access to the platform to Everli and does not issue any invoice to Everli.

No Revenues have been recorded in the discontinued operations for these two agreements during the three months ended March 31, 2025.

Agreement between Helbiz Doo and Everli S.p.A.

During the year ended 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. (which is a related party as the Company’s major shareholder and former Chief Executive Officer has a majority equity interest in Everli S.p.A.) requiring Helbiz Doo to provide software development services. During the three months ended March 31, 2025, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $435, of which $284 have been paid during the three months ended March 31, 2025. The Company recorded $326 and $127 as IT Services Revenues - Related Party for the three months ended March 31, 2025 and 2024, respectively.

Related-Party Promissory Notes

OnAs ~~June~~a ~~10,~~result ~~2024,~~of the ~~Company~~above ~~and~~transactions, ~~the~~on ~~Note~~March ~~holder~~31, ~~agreed~~2025, ~~to convert a portion of~~ the ~~Note~~Company ~~amounting~~has to $~~705~~171 ~~into~~as ~~47,029,465~~outstanding ~~shares~~principal. ofConsidering the ~~Company’s~~maturity ~~Class~~date, AJanuary ~~Common Stock~~31, ~~using a conversion price of $0.015~~2025, the Company was ~~records~~in adefault ~~gain~~for ~~amounted~~non-payment ~~to $94 using~~ the ~~closing~~principal ~~market~~under ~~price on~~ the ~~issuance~~terms ~~date. The~~of ~~conversion price applied for~~ the ~~aforementioned~~Promissory ~~issuance is not applicable for further conversions~~Note.

As a result of the above repayment and conversion, on September 30, 2024, the Company has $1,481 as outstanding principal.

Lease Assignment agreement

In August 2024, the Company entered into a Lease Assignment agreement with Revolving Store Inc, an entity in which the Company’s CEO is the sole shareholder. The Lease Assignment agreement established that Revolving Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023. The early exit from the New York store lease generated a gain for the Company amounted to $85, for the derecognition of the Operating Lease liabilities amounted to $643, partially compensated by the derecognition of the Right of use of Assets and Security deposit for cumulative $559. In detail, the Company had $86 of overdue monthly rents for the period from February 2024 to July 2024, assumed by the new tenant: Revolving Store Inc.

Contractual Obligations and Commitments

LNPB Commitment

During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distribution of contents including live sport events to media partners and final viewers. In order to commercialize and broadcast media contents, the Company entered into non-cancellable Content licensing and Service agreements with multiple partners such as LNPB. In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB contents. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5,392, divided in three payments on or prior November 30, 2024, half of the amount has been paid in March 2024 and another $1,100 have been paid in September 2024. As a result of the early termination of LNPB agreements, Helbiz Media significantly reduced its operations. Company’s condensed consolidated balance sheet as of September 30, 2024 includes the full amount requested by LNPB minus the amount paid, the potential gain will be reflected only when the final payment will be made in line with the Settlement Agreement.

Litigation

29During the year ended December 31, 2024, the Company was named as a defendant in an action brought in the Supreme Court of New York County, New York, for which a motion for summary judgment was entered into in October 2024 against the Company. The case is captioned Bernheim Investment Fund SICAV, vs. Micromobility.om Inc. The court’s order granting summary judgment awarded the plaintiff for the full amount of principal and interest overdue. The amount is recorded as Short-term financial liabilities in the consolidated financial statement, amounting to $2,454; because it is related to the 2022 unsecured note that the Company issued in July, 2022 in exchange for 2,000 Euro with 6.75% as interest on an annual basis. The Company is currently identifying and evaluating the alternative paths for facing the judgement.

The ~~following~~ ~~table~~Company ~~summarizes~~is ~~the~~also involved ~~expenses included~~ in ~~General~~certain &claims ~~Administrative~~where ~~expenses~~the ~~for~~losses ~~additional~~are ~~contingency~~not ~~losses~~considered ~~over litigations~~to be reasonably ~~estimated~~estimable ~~and~~or ~~categorized~~possible; asfor ~~probable~~these ~~recorded in~~claims the ~~condensed~~range ~~consolidated statement~~ of ~~operations~~potential loss ~~for~~is ~~the~~between ~~three~~0 ~~and~~to ~~nine months ended on September 30, 2024, and 2023~~$300.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
General & administrative expenses for Legal contingencies related to continuing operations	$	10	$	—	$	2,051	$	32
General & administrative expenses for Legal contingencies related to discontinued operations		—		—		—		333

As a result of the sale of Wheels, the Company derecognized the legal contingencies related to Wheels claims amounted to $1,539 on August 19, 2024 (“Sale date”).

As of September 30, 2024, the Company is involved in claims with previous investors who claimed financial losses for breaching contractual obligations. In detail, during August 2022, the Company was named as a plaintiff in a lawsuit filed in in the Supreme Court of the State of New York, County of New York and brought by Greenvision Capital Holdings LLC for breach of contract of a registration rights agreement by and between the parties and a claim for civil conspiracy requesting a damage of $4,000. The Company’s successful motion to dismiss the civil conspiracy claim has since been adjudicated and the matter remains in discovery and a status conference with the judge in the matter is scheduled for December 2024. While settlement discussions have occurred, no terms have been agreed upon between the parties. The Company recorded $2,250 as Legal contingencies for this claim.

The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential loss is between 0 to $1,250.

Critical Accounting Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We did not identify any critical accounting estimate as defined above.

~~Emerging Growth Company Status~~21

Under the JOBS Act, an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of new or revised accounting standards that have different transition dates for public and private companies until those standards would otherwise apply to private companies. We meet the definition of an emerging growth company and have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.

Off-Balance Sheet Arrangements

The Company did not have, during the periods presented, and it does not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30~~March 31, ~~2024~~2025. Based on such evaluation, due to a material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Material Weakness

Our management’s conclusion that our disclosure controls and procedures were ineffective was due to the identification of a material weakness in our internal control over financial reporting in connection with the preparation of our Financial Statements. 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 our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following material weakness in our internal control over financial reporting:

We have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules to ensure the company's books and records are maintained in accordance with U.S. GAAP.

Due to the company's size and nature, segregation of all duties may not be possible and may not be economically feasible.

Notwithstanding the identified material weakness, management believes that the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we expect to make changes to our internal control over financial reporting in the future to remediate the material weakness identified above.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in legal proceedings arising in the ordinary course of business, and we may continue to be involved in such legal proceedings. Currently, there are several product liability claims against us none of which we deem material by itself. If several of these claims were to be decided against our interest or if our product liability insurance were not to cover several of these claims, we might need to divert resources from our operations to pay for such claims, and our results of operations would be correspondingly affected.

OnDuring ~~July~~the 15year ended December 31, ~~2022~~2024, we ~~issued~~were annamed ~~Unsecured~~as ~~Note to~~a andefendant ~~investor~~ in an ~~exchange~~action ~~for~~brought €2in ~~million~~the ~~(approximately~~Supreme ~~$2.2~~Court ~~million)~~of ~~with~~New ~~6.75%~~York asCounty, ~~interest~~New ~~on an annual basis. In March 2024~~York, we ~~entered~~for ~~into~~which a ~~Settlement~~motion ~~Agreement~~for ~~with~~summary ~~the~~judgment ~~Note~~was ~~holder~~entered ~~pursuant~~into toin ~~which the Company’s obligations under the original agreements,~~October ~~amounting~~2024 toagainst $2us.4 ~~million,~~The ~~would~~case beis ~~satisfied~~captioned inBernheim ~~exchange~~Investment ~~for~~Fund aSICAV, ~~payment~~vs. ofMicromobility.om $1Inc.1 ~~million~~The tocourt’s beorder ~~paid~~granting bysummary judgment ~~June~~awarded ~~30,~~the ~~2024.~~plaintiff Wefor ~~failed~~the tofull ~~make such~~amount ~~payment,~~of principal and ~~consequently~~interest ~~the~~overdue. ~~Supreme~~The ~~Court~~amount ofis ~~the~~recorded ~~State~~as Short-term offinancial liabilities in ~~New~~our ~~York~~condensed ~~issued~~consolidated aunaudited ~~judgment~~financial ~~against~~statements us for ~~payment~~the ofperiod ~~the~~ended ~~full~~March ~~principal~~31, ~~interest~~ ~~and~~2025, ~~costs~~amounting ~~and~~to ~~disbursements~~$2,454 because init ~~October 2024. The Company~~ is ~~currently~~related ~~identifying~~to ~~and evaluating~~ the ~~alternative~~2022 ~~paths~~unsecured ~~for~~note ~~facing~~ that the ~~judgement.~~Company Asissued ain ~~result~~July, we2022 ~~recorded~~in anexchange ~~aggregate~~for ~~of approximately $~~2.5,000 ~~million~~Euro inwith ~~our~~6.75% ~~unaudited~~as ~~interim~~interest on ~~financial~~an ~~statement~~annual ~~for~~basis. ~~the period~~The ~~ended~~judgment ~~September~~remains ~~30,~~outstanding ~~2024~~ as ~~“Short-term~~of ~~financial~~the ~~liabilities,~~date ~~net” for this Unsecured Note~~hereof.

WeAs ~~have estimated the range~~ of ~~loss~~March ~~for~~31, ~~the legal contingencies accrued as between $0 to $7~~2025,~~120~~ ~~million~~we ~~which~~concluded ~~represents~~that ~~the range between the amount already settled with the counterparts~~no ~~and the amount claimed deducting insurance coverage. We are also involved in certain claims where the~~ losses ~~are~~on ~~not~~litigations ~~considered~~were ~~to be reasonably estimable or~~ probable; ~~for~~and ~~these~~reasonable ~~claims the range of potential loss is between 0 to $1,250~~estimable.

AsSince ofour ~~September~~annual ~~30,~~report ~~2024, we concluded that certain losses~~ on ~~litigations~~Form ~~were~~10-K ~~probable~~for ~~and~~the year ~~reasonable~~ended ~~estimable.~~December As31, ~~a result~~2024, we ~~recorded~~have annot ~~aggregate~~been ofnamed ~~approximately~~as ~~$4,290~~a ~~in our~~party ~~unaudited~~to ~~interim~~any ~~financial~~additional ~~statement~~legal ~~for~~proceedings, ~~the~~and ~~period~~there ~~ended~~are ~~September~~no ~~30,~~material ~~2024~~updates to asany ~~“Accruals”~~previously ~~for~~disclosed legal ~~contingencies~~proceedings.

Item 1A. Risk Factors

Although as a Smaller Reporting Company we are not required to provide this information, we refer you to the sections of our annual report on Form 10-K filed on April 1615, ~~2024, our quarterly report on Form 10-Q filed on July 17, 2024 and our registration statement on Form S-3 entitled “Risk Factors”~~2025. In addition to the risk factors contained in those documents and in our other filings with the U.S. Securities and Exchange Commission available on its Edgar filing website, we would like to draw your attention to the following risks:

We have indefinitely suspended our micro-mobility offerings in the United States.

After investing considerable time, resources and capital into offering e-scooter and other micro-mobility offerings in multiple markets across the United States, we have indefinitely suspended our micro-mobility offerings in the United States. It is unlikely that we will restart such offerings in the United States in the near future, and we might never do so. We may not be able to recoup any of our investment in our U.S. operations in terms of intellectual property development, vehicles or other assets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.

Item 3. Defaults Upon Senior Securities

As noted under legal proceedings, and financial liabilities, we have failed to make payments that were due on an unsecured note issued on July 15, 2022. As a result, the Supreme Court of the State of New York issued a judgment against us for payment of $2.5 million in principal, interest and costs and disbursements.:

•

an unsecured note issued on July 15, 2022. As a result, the Supreme Court of the State of New York issued a judgment against us for payment of $2.5 million in principal, interest and costs and disbursements;

•

a secured convertible loan due on December 8, 2024, for principal and interests amounted to $6.5 million as of March 31, 2025. The secured loan holder is a related party, Palella Holdings LLC (Company’s major shareholder);

•

an unsecured promissory note issued on an interest free basis and due on January 31, 2025, for principal amounted to $0.2 million as of March 31, 2025. The secured loan holder is a related party, Palella Holdings LLC (Company’s major shareholder);

•

an unsecured promissory note assumed from a business combination due on December 15, 2024, for principal amounted to $1.4 million as of March 31, 2025; and

•

long-term bank loans assumed from a business combination, for principal and interests amounted to $0.4 million as of March 31, 2025.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~During the quarter ended September 30, 2024,~~None no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit
No.		Description
31.1*		Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*		Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1**		Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.1**		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2**		Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

*	Filed herewith.

**	Furnished herewith.

3323

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	micromobility.com, Inc.
Date: November 19, 2024	By:	/s/ Salvatore Palella
Date: May 20, 2025	By:	/s/ Gian Luca Spriano
	Name:	Salvatore Palella
	Title:	Chief Executive Officer
Date: November 19, 2024	By:	/s/ Gian Luca Spriano
	Name:	Gian Luca Spriano
	Title:	Chief Executive Officer, Chief Financial Officer and Acting Principal Accounting Officer

3424

Filing Compare · micromobility.com Inc.