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
Helbiz, Inc. and Subsidiaries, (“Helbiz”
or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarter in New York, New York. The
Company is an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by
offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.
Founded on proprietary technology platforms,
the Company’s core business is the offering of electric scooters, bikes and mopeds in the sharing environment. Through its Mobility
App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric vehicles. Additionally, the Company
is operating two other business lines: (i) acquisition, commercialization and distribution of media content including live sport events,
and (ii) food delivery services through a “ghost kitchen” concept.
The Company currently has a strategic footprint
in growing markets with offices in New York, Milan, and Belgrade, with additional operational teams around the world. The Company currently
has electric vehicles operating in the United States and Europe.
Basis of Presentation
These accompanying 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 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, 2021, 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 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, 2021, 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 may potentially continue to have, an ongoing need to raise additional cash
from outside sources to fund its expansion plan and related 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 and expansion plan 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 US 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 common stock, warrant and financial instruments at fair value, useful lives of property and equipment, including scooters and
valuation allowance for deferred income taxes.
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.
Recent Accounting Pronouncements Adopted
In August
2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion
features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives
and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible
debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new
standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies
the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share
settlement be included in diluted earnings per share calculations. ASU 2020-06 is effective for fiscal years beginning after December
15, 2021, including interim periods within those fiscal years. Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified
retrospective approach. In the condensed consolidated balance sheet, the adoption of this new guidance resulted in:
| |
- |
an increase of $3,371 to the total carrying value of the 2021 convertible notes to reflect the full principal amount of the 2021 convertible notes outstanding net of issuance costs, |
| |
- |
a reduction of $4,187 to additional paid-in capital to remove the equity component separately recorded for the beneficial conversion features associated with the 2021 convertible notes, and |
| |
- |
a cumulative-effect adjustment of $816 to the beginning balance of accumulated deficit as of January 1, 2022. |
In May 2021, the FASB issued ASU 2021-04, Issuer’s
Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”)
which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity
classified after modification or exchange. Specifically, ASU 2021-04 requires the issuer to treat a modification of an equity-classified
warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the
warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is
effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption
permitted. Effective January 1, 2022, we adopted ASU 2021-04 on a prospective basis. The impact of adoption of this standard on our condensed
consolidated financial statements was not material.
Accounting Pronouncements Issued but Not Yet Adopted
In February 2016,
the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires
a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease
assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified
as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update
is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption
permitted. The Company plans to adopt this standard as of the effective date for private companies using the modified retrospective approach
of all leases entered into before the effective date. While the Company is currently reviewing its lease portfolio and evaluating and
interpreting the requirements under the new guidance, including available accounting policy elections, it expects that its non-cancellable
operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities
on the Company’s consolidated balance sheets. The Company is currently assessing the impact of this accounting standard on its shared
vehicles revenues and rental leases.
In March 2022,
the FASB issued ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled
debt restructurings by creditors that have adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU also enhances
the disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty.
In addition, the ASU amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year
of origination for financing receivables and net investments in leases within the scope of ASC 326-20. The ASU is effective for annual
periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU would be applied prospectively.
Early adoption is also permitted, including adoption in an interim period. This ASU is currently not expected to have a material impact
on our consolidated financial statements.
4. Revenue Recognition
The table below shows the revenues breakdown for
the three and nine months ended on September 30, 2022, and on September 30, 2021.
| Revenue recognition | |
| | | |
| | | |
| | | |
| | |
| | |
Three
Months Ended September 30, | | |
Nine
Months Ended September 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Mobility Revenues | |
$ | 2,465 | | |
$ | 3,890 | | |
$ | 6,758 | | |
$ | 7,888 | |
| Pay per ride | |
| 2,086 | | |
| 3,093 | | |
| 5,478 | | |
| 6,192 | |
| Mobility Subscriptions | |
| 332 | | |
| 541 | | |
| 980 | | |
| 1,156 | |
| Partnerships fees | |
| 47 | | |
| 256 | | |
| 300 | | |
| 540 | |
| Media Revenues | |
$ | 1,079 | | |
$ | 760 | | |
$ | 4,225 | | |
$ | 760 | |
| Commercialization of Media rights (B2B) | |
| 606 | | |
| 671 | | |
| 2,954 | | |
| 671 | |
| Advertising fees | |
| 69 | | |
| — | | |
| 275 | | |
| — | |
| Live subscriptions (B2C) | |
| 405 | | |
| 89 | | |
| 996 | | |
| 89 | |
| Other Revenues | |
$ | 129 | | |
$ | 52 | | |
$ | 362 | | |
$ | 52 | |
| Total Revenues | |
$ | 3,675 | | |
$ | 4,702 | | |
$ | 11,345 | | |
$ | 8,700 | |
The table below shows the Deferred Income roll-forward
from January 1, 2021, to September 30, 2021, and from January 1, 2022, to September 30, 2022.
| Deferred revenues | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Deferred
Income | |
January
1, 2021 | | |
Additions | | |
HY
2021 Revenue | | |
FX
Rate adj | | |
June
30, 2021 | | |
FX
Rate adj | | |
Additions | | |
Q3
2021 Revenue | | |
September
30, 2021 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Mobility | |
$ | 146 | | |
| 1,651 | | |
| (1,187 | ) | |
| 165 | | |
| 775 | | |
| (19 | ) | |
| 1,499 | | |
| (1,158 | ) | |
| 1,097 | |
| Media | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,348 | | |
| (760 | ) | |
| 588 | |
| Total | |
$ | 146 | | |
$ | 1,651 | | |
$ | (1,187 | ) | |
| 165 | | |
$ | 775 | | |
$ | (19 | ) | |
$ | 2,847 | | |
$ | (1,918 | ) | |
$ | 1,685 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Deferred Income | |
January
1, 2022 | | |
FX
Rate adj | | |
Additions | | |
HY
2022 Revenue | | |
June
30, 2022 | | |
FX
Rate adj | | |
Additions | | |
Q3
2022 Revenue | | |
September
30, 2022 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Mobility | |
$ | 1,203 | | |
| (62 | ) | |
| 1,268 | | |
| (973 | ) | |
| 1,436 | | |
| (145 | ) | |
| 1,195 | | |
| (835 | ) | |
| 1,651 | |
| Media | |
| 382 | | |
| (115 | ) | |
| 5,073 | | |
| (3,126 | ) | |
| 2,215 | | |
| (155 | ) | |
| 1,885 | | |
| (1,079 | ) | |
| 2,866 | |
| Total | |
$ | 1,585 | | |
$ | (177 | ) | |
$ | 6,341 | | |
$ | (4,099 | ) | |
$ | 3,651 | | |
$ | (300 | ) | |
$ | 3,080 | | |
| (1,914 | ) | |
$ | 4,517 | |
Deferred
income related to prepaid customer wallet will be recorded as Mobility Revenues when riders take a ride, while deferred income related
to Media will be recorded through December 31, 2022.
5.
Prepaid Media rights
The
table below shows the Prepaid Media rights roll-forward from January 1, 2021, to September 30, 2021, and from January 1, 2022, to September
30, 2022.
| Schedule of prepaid media rights | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Prepaid Media
rights | |
January
1, 2021 | | |
Additions | | |
HY
2021 COGS | | |
FX
Rate adj. | | |
June
30, 2021 | | |
Additions | | |
Q3
2021 COGS | | |
FX
Rate adj. | | |
September
30, 2021 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Media | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,527 | | |
| (2,196 | ) | |
| — | | |
| 2,367 | |
| Total | |
$ | — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,527 | | |
| (2,196 | ) | |
| — | | |
| 2,367 | |
| Prepaid Media
rights | |
January
1, 2022 | | |
Additions | | |
HY
2022 COGS | | |
FX
Rate adj. | | |
June
30, 2022 | | |
Additions | | |
Q3
2022 COGS | | |
FX
Rate adj. | | |
September
30, 2022 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Media | |
| 2,758 | | |
| 7,199 | | |
| (7,953 | ) | |
| (198 | ) | |
| 1,806 | | |
| 2,195 | | |
| (1,925 | ) | |
| (123 | ) | |
| 1,953 | |
| Total | |
$ | 2,758 | | |
$ | 7,199 | | |
$ | (7,953 | ) | |
$ | (198 | ) | |
$ | 1,806 | | |
$ | 2,195 | | |
$ | (1,925 | ) | |
$ | (123 | ) | |
$ | 1,953 | |
6. Prepaid and other current assets
Prepaid and other current assets consist of the
following:
| Prepaid and other current assets | |
| | |
| |
| | |
September 30, | | |
December 31, | |
| | |
2022 | | |
2021 | |
| D&O Insurance Coverage | |
$ | 2,061 | | |
$ | 3,133 | |
| Prepaid | |
| 1,716 | | |
| 1,449 | |
| Security Deposits for leasing vehicles | |
| 838 | | |
| — | |
| Other current assets | |
| 542 | | |
| 99 | |
| Total prepaid and other current assets | |
$ | 5,157 | | |
$ | 4,681 | |
7. Property, equipment and vehicle deposits, net
Property and equipment consist of the following:
| Property and equipment | |
| | |
| |
| | |
September 30, | | |
December 31, | |
| | |
2022 | | |
2021 | |
| Sharing electric vehicles | |
$ | 10,885 | | |
$ | 9,348 | |
| Furniture, fixtures, equipment, computers, and software | |
| 2,338 | | |
| 2,195 | |
| Leasehold improvements | |
| 654 | | |
| 655 | |
| Electric vehicle deposits | |
| 2,934 | | |
| 2,928 | |
| Total property, equipment, and vehicle deposits, gross | |
| 16,811 | | |
| 15,126 | |
| Less: accumulated depreciation | |
| (7,671 | ) | |
| (7,510 | ) |
| Total property, equipment, and vehicle deposits, net | |
$ | 9,140 | | |
$ | 7,616 | |
Depreciation expenses related to the Property
and equipment amounted to $1,470 and $3,639 for the three and nine months ended on September 30, 2022, respectively; and $1,531 and $4,391
for the three and nine months ended on September 30, 2021, respectively
The table below shows the electric
vehicle deposits roll-forward from January 1, 2022, to September 30, 2022. During the period January 1, 2021 – September 30, 2021,
no activity occurred for the deposit account.
| Schedule of electric
vehicle deposits | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Advance to
Suppliers | |
January
1, 2022 | | |
Additions | | |
Reclassification
in Sharing electric vehicles | | |
Compensation
with other Account Payables | | |
FX
Rate adj. | | |
September
30, 2022 | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Mobility | |
| 2,928 | | |
| 3,090 | | |
| (2,553 | ) | |
| (294 | ) | |
| (237 | ) | |
| 2,934 | |
| Total | |
$ | 2,928 | | |
$ | 3,090 | | |
$ | (2,553 | ) | |
$ | (294 | ) | |
$ | (237 | ) | |
$ | 2,934 | |
On
July 3, 2022, the Company and an eScooter supplier agreed to compensate other payables with
vehicle deposits for $294.
8. Impairment of Assets
During
the three months ended September 30, 2022, 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 and the reduction of operating e-mopeds
were the main impairment indicators.
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 carrying value of Goodwill
of $9.3 million and Intangible assets of $1.1 million, which are included within Impairment of assets in the condensed consolidated
statements of operations.
As
part of the Company’s impairment analysis, the fair value of the reporting unit was determined using the income approach. The determination
of the fair value of the Company’s reporting units requires management to make a number of estimates and assumptions, which include,
but are not limited to: the projected future business and financial performance of the Company’s reporting unit; forecasts of revenue,
operating income, depreciation, amortization, and capital expenditures; discount rates; terminal growth rates; and consideration of the
impact of the current adverse macroeconomic environment. Although the Company believes its estimates of fair value are reasonable, actual
financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates.
The
table below shows the Impairment of assets composition for the three and nine months ended September 30, 2022.
| Schedule of Impairment of assets | |
| | | |
| | |
| | |
Three months ended
September 30, | | |
Nine months
ended
September 30, | |
| | |
2022 | | |
2022 | |
| Goodwill | |
$ | 9,264 | | |
$ | 9,264 | |
| Intangible assets | |
| 1,126 | | |
| 1,126 | |
| Total Impairment of assets | |
$ | 10,390 | | |
$ | 10,390 | |
9. Other assets
Letter of
Intent
On May 12, 2022,
the Company entered into a Letter of Intent (“LOI”) with Wheels Labs, Inc. (“Wheels”) a Group operating in the
micro-mobility industry. Pursuant to the LOI the Company committed to advance $3.0 million and as of September 30, 2022 the funding was
$2.6 million; an additional $0.4 million was funded subsequent to September 30, 2022.
Other assets consist of the following:
| Schedule of Other Assets | |
| | | |
| | |
| | |
September 30, | | |
December 31, | |
| | |
2022 | | |
2021 | |
| Letter of Intent | |
$ | 2,600 | | |
$ | — | |
| Intangible assets, net | |
| 154 | | |
| 2,075 | |
| Other | |
| 657 | | |
| 1,212 | |
| Total other assets | |
$ | 3,411 | | |
$ | 3,287 | |
10. Current and Non-current financial liabilities and capital
leases, net
The Company’s Financial liabilities consisted
of the following:
| Financial liabilities | |
| | |
| | |
| | |
| |
| | |
Interest Rate | | |
Maturity Date | | |
September 30, 2022 | | |
December 31, 2021 | |
| 2021 Convertible Debts amended | |
| 5 | % | |
| 2022 | | |
$ | 1,901 | | |
$ | 30,291 | |
| 2022 Convertible Debts | |
| 5 | % | |
| 2023 | | |
| 23,266 | | |
| — | |
| Secured Long Term Loan | |
| 12.7 | % | |
| 2023 | | |
| 14,337 | | |
| 13,679 | |
| Long Term Loan | |
| 4.5 | % | |
| 2026 | | |
| 2,908 | | |
| 3,918 | |
| Short-term Promissory Note | |
| 6.0 | % | |
| 2022 | | |
| 2,026 | | |
| — | |
| Unsecured Long Term Loan | |
| 6.7 | % | |
| 2027 | | |
| 1,977 | | |
| — | |
| Capital lease liability(1) | |
| N/A | | |
| 2023 | | |
| 1,961 | | |
| — | |
| Long Term Loan | |
| 5.4 | % | |
| 2024 | | |
| 1,199 | | |
| 2,054 | |
| Warrant liabilities (2) | |
| N/A | | |
| N/A | | |
| 147 | | |
| 1,596 | |
| CEO Promissory Note (Related Party) | |
| 0 | % | |
| 2022 | | |
| 49 | | |
| — | |
| Other financial liabilities | |
| Varies | | |
| Varies | | |
| 698 | | |
| 1,053 | |
| Total principal and accumulated interests | |
| | | |
| | | |
| 50,469 | | |
| 52,590 | |
| Total unamortized debt discounts and debt issuance costs | |
| | | |
| | | |
| (1,754 | ) | |
| (7,464 | ) |
| Total financial liabilities and capital leases, net | |
| | | |
| | | |
| 48,715 | | |
| 45,126 | |
| Of which classified as Current financial liabilities and capital liabilities, net | |
| | | |
| | | |
| 29,678 | | |
| 27,069 | |
| Of which classified as Non-current financial Liabilities, net | |
| | | |
| | | |
| 19,037 | | |
| 18,057 | |
| |
(1) |
Please
refer to Note 12 – Commitments and Contingencies |
| |
(2) |
Please
refer to Note 11 – Warrant liabilities |
The table below shows the impact on the statements
of operations, Interest expense, net, Change in fair value of warrant liabilities, and Loss on extinguishment of debts accounts,
related to the financial liabilities for the three and nine months ended September 30, 2022, and September 30, 2021.
| Interest expenses | |
| | | |
| | | |
| | | |
| | |
| Schedule of Financial liabilities impacts on Statement of Operations | |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| 2021 Convertible Debts | |
$ | 116 | | |
$ | — | | |
$ | 1,926 | | |
$ | — | |
| 2022 Convertible Debts | |
| 601 | | |
| — | | |
| 985 | | |
| — | |
| Secured Long Term Loan | |
| 537 | | |
| 438 | | |
| 1,510 | | |
| 892 | |
| Other financial liabilities | |
| 228 | | |
| 124 | | |
| 553 | | |
| 735 | |
| Total Interest expenses, net | |
$ | 1,482 | | |
$ | 562 | | |
$ | 4,974 | | |
$ | 1,627 | |
| | |
| | | |
| | | |
| | | |
| | |
| 2021 Convertible Debts | |
$ | — | | |
$ | — | | |
$ | (2,065 | ) | |
$ | — | |
| Total Loss on extinguishment of debts | |
$ | — | | |
$ | — | | |
$ | (2,065 | ) | |
$ | — | |
| | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities | |
$ | 63 | | |
$ | (8,038 | ) | |
$ | 1,449 | | |
$ | (12,166 | ) |
| Total Change in fair value of warrant liabilities | |
$ | 63 | | |
$ | (8,038 | ) | |
$ | 1,449 | | |
$ | (12,166 | ) |
2021 Convertible Debts
Amendments
The 2021 convertible notes are convertible by
the Note Holder upon issuance. In accordance with the original agreement the conversion price will be the lower of a Fixed Conversion
Price or 92.5% of the lowest daily volume-weighted average price (VWAP) of the Class A Common Stock during the five consecutive trading
days immediately preceding the conversion date, provided that the conversion price may not be less than the Floor Price.
On April 15, 2022, and on May 17, 2022, Helbiz
amended certain terms of the 2021 Convertible Notes and related 1,000,000 Warrants previously issued under the 2021 SPA. In detail, the
main amended terms were the Fixed Conversion Price from $20.00 to $3.00 and the Floor Price settled as $0.25 for all the 2021 Convertible
notes.
The Company considered the amendments as an extinguishment
of the original 2021 Convertible Notes. As a result, the net carrying value of the original 2021 Convertible Notes have been derecognized
and the amended 2021 Convertible Notes have been recorded at their fair values on the date of the amendment. On April 15, 2022, the fair
value of the amended 2021 Convertible Notes have been estimated as the principal amounts and accrued interests and unpaid interests.
The
difference between the two amounts, amounted to $2,065 which represents the debt discounts on April 15, 2022, has been recorded in the
statements of operations as Loss on extinguishment of debt.
The amendment of the strike price for the 1,000,000
Warrants, modified from $20.00 to $3.00 did not generate any impact on the interim financial statement ended September 30, 2022.
ASU 2020-06
Effective January 1, 2022, the Company adopted
ASU 2020-06 using the modified retrospective approach, under this new guidance the BCF does not require bifurcation from the host liability.
As a result, on January 1, 2022, the Company derecognized the BCF from the condensed combined balance sheet. In detail, the interest expense
that arose from the amortization of the debt discount related to the BCF during 2021, amounted to $816, has been recognized as a cumulative
adjustment to accumulated deficit at the transition date. Additionally, the remaining BCF debt discount balance at the transition date,
amounted to $3,371 and the equity amount originally recorded at the issuance date $4,187 for the BCF, have been derecognized on the transition
date.
Conversions
During the three months ended September 30, 2022,
the Note Holder converted $14,704 (of which $14,246 as principal and $458 as accumulated interests) of the 2021 Convertible Notes into
21,290,328 Class A Common Shares.
During the nine months ended September 30, 2022,
the Note Holder converted $29,102 (of which $28,100 as principal and $1,002 as accumulated interests) of the 2021 Convertible Notes into
30,939,954 Class A Common Shares.
2022 Convertible Debts
During
2022, the Company entered into three Securities Purchase Agreements (the “2022 SPAs”) with YA II, Ltd. (the “Note Holder”),
pursuant to the terms of the 2022 SPAs, the Company received from the Note holder cumulative proceeds for $23 million and issued: (i)
150,000 shares of Class A common stock as a commitment fee, (ii) 1,000,000 Warrants to buy 1,000,000 Class A common shares with five-year
expiration date, and with an exercise price of $3.00 per share for 500,000 Warrants and $2.00 per share for the remaining 500,000 Warrants,
and (iii) six convertible notes (the “2022 Convertible notes”) with one-year maturity date, 5% as annual interest rate and
15% as default interest rate.
The 2022 Convertible notes are convertible
by the Note Holder upon issuance. The conversion price will be lower of the Fixed Conversion Price: $200, or 92.5% of the lowest
daily volume-weighted average price (“DVWAP”) of the Class A Common Stock during the five consecutive trading days immediately
preceding the conversion date, provided that the conversion price may not be less than the Floor Price: $0.25.
Based on the SPA and the amendments that occurred
on May 17, 2022, and on August 23, 2022, the Company is required to pay a redemption premium in two circumstances: a) if the Company redeems
the convertible notes prior to maturity; or b) if after the issuance, the DVWAP is less than the Floor Price for five consecutive trading
days. In case event b) occurred the Company is required to make monthly payments which shall be in an amount equal to the sum of (i) the
principal amount outstanding divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% of such principal
amount and (iii) accrued and unpaid interest hereunder as of each payment date. The Company obligation to make monthly payments will cease
if after the occurrence of event b) the daily VWAP is greater than the Floor Price for a period of 10 consecutive trading days.
At the issuance dates of the 2022 Convertible
notes, the Company separated the 2022 Convertible notes into a liability and equity components. In detail, at the issuance of the 2022
convertible notes, the Company determined the fair value of:
| |
(i) |
500,000 warrants issued on April 15, 2022. The fair value of each warrant was $1.34, and it is based on the following assumptions: risk free rate 2.79%, volatility 60% and remaining term 5.00 years; |
| |
(ii) |
150,000 commitment shares issued on April 15, 2022. The fair value of each share was $2.66, based on the closing price of Company’s common stock at the issuance date; |
| |
(iii) |
500,000 warrants issued on August 23, 2022. The fair value of each warrant was $0.39, and it is based on the following assumptions: risk free rate 3.18%, volatility 71% and remaining term 5.00 years; and |
| |
(iv) |
convertible notes fair value has been approximated with their principal amount, $23 million due to the short term. |
The Company allocated the gross proceeds between
the 2022 Convertible Note - classified as Current liability - and the warrants - classified as equity component with no subsequent re-measurement
- based upon their relative fair values. The Company also recorded the following debt discounts.
| |
a) |
Debt discount for 2022 Convertible Note-1, amounted to $850 composed by: (i) the fair value of 150,000 commitment shares, amounted to $399, which represents an equity component recorded on April 15, 2022, with no subsequent re-measurement, and; (ii) issuance costs related to legal fees, amounted to $451 ($155 cash and $296 issuance of common shares). |
| |
b) |
Debt discount for 2022 Convertible Note-4, amounted to $315 composed by issuance costs related to legal fees, amounted to ($160 cash and $155 issuance of common shares). |
The difference between the principal amounts
of the Convertible Notes and the liability components ("debt discount") is amortized to interest expense over the contractual
term of the notes.
Unsecured Long Term Loan
On July 15, 2022, the Company
issued an Unsecured Note to an investor in exchange for 2 million Euro (approximately $2 million). The Unsecured Note has 6.75% as interest
on annual basis, and July 15, 2027 as maturity date.
Short-term Promissory Note
On July 12, 2022, the Company
issued a Promissory Note to an investor in exchange for $2,000. The Promissory Note has 1.5% as interest rate on quarterly basis, and
October 15, 2022 as maturity date. The Company can extend the maturity date by 46 days in exchange for a 50% increase in the interest
rate during such extension.
11. Liability warrants
The tables below show the warrant liabilities
roll-forward from January 1, 2021, to September 30, 2021, and from December 31, 2021, to September 30, 2022.
| Schedule of warrant liabilities | |
| | |
| | |
| | |
| |
| Warrant liabilities | |
January 1, 2021 | | |
Change in fair value | | |
Exercise (fair value) | | |
September 30, 2021 | |
| | |
| | | |
| | | |
| | | |
| | |
| 2020 Warrant Purchase Agreement * | |
| 6,439 | | |
| 4,128 | | |
| (10,567 | ) | |
| — | |
| Total | |
$ | 6,439 | | |
$ | 4,128 | | |
$ | (10,567 | ) | |
$ | — | |
| * |
On March 26, 2021, the investors exercised the 2020 Warrant Purchase Agreement and the Company issued 1,075,867 Class A Common Shares
(considering the GRNV conversion ratio). No activity occurred during the period from March 31, 2021, to September 30, 2021. |
The table below show a cumulative change in fair
value amounted to $1,449, of which $1,386 has been recorded for the period from December 31, 2021, to June 30, 2022, and $63 for the three
months ended September 30, 2022.
| Warrant liabilities | |
December 31, 2021 | | |
Change in fair value | | |
Exercise (fair value) | | |
September 30, 2022 | |
| | |
| | |
| | |
| | |
| |
| GRNV Sponsor Warrants | |
| | |
| ) | |
| | |
| |
| Total | |
$ | 1,596 | | |
$ | (1,449 | ) | |
$ | — | | |
$ | 147 | |
The following tables summarize the fair value
hierarchy of the Company’s financial liabilities measured at fair value on a recurring basis as of September 30, 2022, and December
31, 2021.
| Fair Value, Liabilities Measured on Recurring Basis | |
| | | |
| | | |
| | | |
| | |
| | |
September 30, 2022 | |
| | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| GRNV Sponsor Warrants | |
$ | | |
| | |
| | |
$ | |
| Total | |
$ | 147 | | |
$ | 147 | | |
$ | — | | |
$ | — | |
| | |
December 31, 2021 | |
| | |
Total | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| GRNV Sponsor Warrants | |
$ | | |
| | |
| | |
$ | |
| Total | |
$ | 1,596 | | |
$ | — | | |
$ | — | | |
$ | 1,596 | |
As of December 31, 2021, GRNV Sponsor Warrants
were categorized as Level 3 financial liabilities for the absence of an active market. During the nine months ended September 30, 2022,
the Company listed the GRNV Sponsor Warrants on the Nasdaq Market and changed the fair value measurement from Level 3 to Level 1.
12. Commitments and Contingencies
Leases
The Company entered into various non-cancellable
operating lease agreements for office facilities, e-mopeds leases, corporate vehicles’ licensing, and corporate housing with lease
periods expiring through 2025. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs
and insurance and contain renewal and escalation clauses. The terms of the leases provide for payments on a monthly basis and sometimes
on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense
incurred but not paid. Lease expenses under operating leases were $703 and $2,108 for the three and nine months ended on September 30,
2022, respectively; and $663 and $1,782 for the three and nine months ended on September 30, 2021, respectively.
Additionally, the Company entered into various
non-cancellable capital lease agreements for 3,750 eScooters and R&D equipment with financial institutions. The capital lease agreements
included within Financial liabilities on the condensed consolidated balance sheet as of September 30, 2022 amounted to $1,961, of which
$1,829 is related to the 3,750 eScooters and $132 is related to the R&D equipment. The capital lease agreements for the 3,750 eScooters
have a duration between 12 to 18 months while the R&D equipment agreement has a duration of 36 months. The eScooters/R&D equipment
under the lease are collateral for the lease obligations and are included within property, plant and equipment on the condensed consolidated
balance sheet as of September 30, 2022 (Refer to Note. 7 Property, equipment and deposits, net for further information).
Lease expenses under capital leases were accounted
as interest expenses for $82 and $194 for the three and nine months ended on September 30, 2022, respectively.
| Lease expenses under capital leases |
|
|
|
|
|
|
|
|
|
| |
|
|
Operating leases |
|
|
Capital leases |
|
| Year ending December 31: |
|
|
|
|
|
|
|
|
|
| 2022 |
|
|
|
319 |
|
|
|
1,298 |
|
| 2023 |
|
|
|
687 |
|
|
|
747 |
|
| 2024 |
|
|
|
123 |
|
|
|
60 |
|
| Thereafter |
|
|
|
41 |
|
|
|
15 |
|
| Total minimum lease payments |
|
|
|
1,170 |
|
|
|
2,120 |
|
| Less: Amounts representing interest not yet incurred |
|
|
|
|
|
|
|
159 |
|
| Present value of capital lease obligations |
|
|
|
|
|
|
|
1,961 |
|
| Less: Current portion |
|
|
|
|
|
|
|
1,882 |
|
| Long-term portion of capital lease obligations |
|
|
|
|
|
|
|
79 |
|
Litigation
From time to time, we may become involved in legal
proceedings arising in the ordinary course of business. We were served with a claim against us by the sponsor of the special purpose acquisition
company with which we merged in August 2021 for an alleged failure to timely register shares of our Class A common stock. We are assessing
the best methos to proceed in connection with this claim.
There are currently no other material legal proceedings
against us or that have been against us, and we are not aware of investigations being conducted by a governmental entity into our company.
13. Share based compensation expenses
Stock-based compensation expense is 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. The following table summarizes total stock-based compensation expense by account for the three and nine months ended September
30, 2022, and 2021.
| Schedule of stock-based compensation expenses | |
| | | |
| | | |
| | | |
| | |
| |
Three
Months Ended September 30, | | |
Nine
Months Ended September 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Cost of revenue | |
| 2 | | |
| 5 | | |
| 14 | | |
| 22 | |
| Research and development | |
| 35 | | |
| 67 | | |
| 133 | | |
| 372 | |
| Sales and marketing | |
| 110 | | |
| 1,207 | | |
| 281 | | |
| 1,421 | |
| General and administrative | |
| 610 | | |
| 3,064 | | |
| 2,277 | | |
| 4,618 | |
| Total Share based compensation expenses, net | |
| 757 | | |
| 4,343 | | |
| 2,705 | | |
| 6,433 | |
| Of which related to shares to consultants not issued yet | |
| 34 | | |
| — | | |
| 34 | | |
| — | |
14. Net Loss Per Share - Dilutive outstanding shares
The
following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented
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 period.
| Schedule of dilutive outstanding shares | |
| | |
| | |
| | |
| |
| | |
Three
months ended September 30, | | |
Nine
months ended September 30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| 2020
Equity Incentive Plan | |
| 7,354,869 | | |
| 7,400,362 | | |
| 7,354,869 | | |
| 7,400,362 | |
| Public
Warrants | |
| 7,736,416 | | |
| 8,400,000 | | |
| 7,736,416 | | |
| 8,400,000 | |
| Convertible
Notes * | |
| 74,637,926 | | |
| — | | |
| 74,637,926 | | |
| — | |
| Convertible
Notes Warrants | |
| 2,000,000 | | |
| — | | |
| 2,000,000 | | |
| — | |
| GRNV
Sponsor Private Warrants | |
| | |
| | |
| | |
| |
| Class
B Common Shares - Held in escrow for indemnification purpose | |
| — | | |
| 1,600,000 | | |
| — | | |
| 1,600,000 | |
| 2020
CEO Performance Award | |
| 600,000 | | |
| 600,000 | | |
| 600,000 | | |
| 600,000 | |
| 2021
Omnibus Plan | |
| 331,250 | | |
| 225,000 | | |
| 331,250 | | |
| 225,000 | |
| Common
Stocks to be issued outside equity incentive Plans | |
| 99,744 | | |
| — | | |
| 99,744 | | |
| — | |
| Total
number of Common Shares not included in the EPS Basic and diluted | |
| 94,860,205 | | |
| 20,325,362 | | |
| 94,860,205 | | |
| 20,325,362 | |
| * |
The number of Common Shares presented is based on the principal
plus accumulated interests outstanding as of 9.30.2022 divided by $0.34 (92.5% of the lowest DVWAP during five consecutive trading
days immediately
preceding 9.30.22) |
15. Segment and geographic information
The following table provides
information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from operations.
| Schedule of segment Revenue and Cost of revenue | |
| | |
| | |
| | |
| |
| | |
Three
Months Ended September
30, | | |
Nine
Months Ended September
30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Revenue | |
| | |
| | |
| | |
| |
| Mobility | |
| 2,463 | | |
| 3,890 | | |
| 6,754 | | |
| 7,888 | |
| Live | |
| 1,083 | | |
| 760 | | |
| 4,228 | | |
| 760 | |
| All Other | |
| 129 | | |
| 52 | | |
| 362 | | |
| 52 | |
| Total Revenue | |
$ | 3,675 | | |
$ | 4,702 | | |
$ | 11,345 | | |
$ | 8,700 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | |
| Mobility | |
| (5,223 | ) | |
| (6,550 | ) | |
| (14,879 | ) | |
| (16,800 | ) |
| Live | |
| (2,690 | ) | |
| (2,732 | ) | |
| (13,640 | ) | |
| (2,732 | ) |
| All Other | |
| (433 | ) | |
| (562 | ) | |
| (1,432 | ) | |
| (889 | ) |
| Total Cost of revenue | |
$ | (8,346 | ) | |
$ | (9,844 | ) | |
$ | (29,952 | ) | |
$ | (20,421 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Impairment of Assets | |
| | | |
| | | |
| | | |
| | |
| Mobility | |
| (10,390 | ) | |
| — | | |
| (10,390 | ) | |
| — | |
| Live | |
| | | |
| | | |
| | | |
| | |
| All Other | |
| | | |
| | | |
| | | |
| | |
| Total Impairment of Assets | |
$ | (10,390 | ) | |
$ | — | | |
$ | (10,390 | ) | |
$ | — | |
| | |
| | | |
| | | |
| | | |
| | |
| Reconciling Items: | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| (5,418 | ) | |
| (9,298 | ) | |
| (18,402 | ) | |
| (15,891 | ) |
| Sales and marketing | |
| (1,719 | ) | |
| (4,374 | ) | |
| (7,560 | ) | |
| (6,782 | ) |
| Research and development | |
| (650 | ) | |
| (853 | ) | |
| (2,033 | ) | |
| (2,017 | ) |
| Loss from operations | |
$ | (22,848 | ) | |
$ | (19,667 | ) | |
$ | (56,992 | ) | |
$ | (36,411 | ) |
Revenue by geography is based on where
a trip was completed, or media content occurred. The following table set forth revenue by geographic area for the three and nine months
ended September 30, 2022, and 2021.
| Schedule of Revenue by geography | |
| | | |
| | | |
| | | |
| | |
| | |
Three
Months Ended September
30, | | |
Nine
Months Ended September
30, | |
| | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Revenue | |
| | |
| | |
| | |
| |
| Italy | |
| 3,023 | | |
| 3,660 | | |
| 9,683 | | |
| 6,342 | |
| United States | |
| 651 | | |
| 1,042 | | |
| 1,660 | | |
| 2,358 | |
| All other countries | |
| 1 | | |
| — | | |
| 1 | | |
| — | |
| Total Revenue | |
$ | 3,675 | | |
$ | 4,702 | | |
$ | 11,345 | | |
$ | 8,700 | |
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, 2022, and December 31, 2021.
| Schedule of intangible assets, goodwill and other assets | |
| | |
| |
| | |
September 30, | | |
December 31, | |
| Non-Current Assets | |
2022 | | |
2021 | |
| Italy | |
$ | 4,061 | | |
$ | 17,905 | |
| United States | |
| 8,286 | | |
| 3,337 | |
| All other countries | |
| 204 | | |
| 184 | |
| Total Non-Current Assets | |
$ | 12,551 | | |
$ | 21,426 | |
16.
Related Party Transactions
During
the nine months ended September 30, 2022, our majority shareholder and CEO has lent Helbiz funds on an interest-free basis for cumulative
gross proceeds of $380 through two Promissory Notes. The amount has been partially repaid for cumulative repayments of $331, of which
$204 was repaid by issuing 0.3 million Class
A Common Shares and the remainder of $127 was repaid in cash.
17.
Subsequent Events
2021 Convertible Debts, conversion into Common Shares
From September 30, 2022, to October 20, 2022,
the Note Holder converted $1.9 million of the 2021 Convertible Notes into 7,290,488 of Class A Common Shares, thus extinguishing the 2021
Convertible Debts.
2022 Convertible Debts, conversion into Common Shares
From September 30,
2022, to November 14, 2022, the Note Holder converted $4.3
million (including $0.2
million of interests) of the 2022 Convertible Notes into 18,013,260
of Class A Common Shares.
2022 Convertible Debts, waivers
On November 10, 2022, the Company entered into
a Limited Waiver Agreement with the 2022 Convertible Note Holder (YA II PN, Ltd.), involving all the six Convertible Notes outstanding.
YA II PN, Ltd. agreed to waive until
January 15, 2023, its right to receive any monthly payments that may become due as a result of the market price of the Class A
common stock falling below the Floor Price, for the 2022 Convertible Notes entered in August and September 2022 (principal
outstanding as of November 14, 2022, amounting to $10.5 million).
In exchange for the above waiver, the
Company agreed to reduce the Floor Price from $0.25 to $0.15, for the April and May 2022 Convertible Notes (principal outstanding as
of November 14, 2022, amounting to $8.4 million).
In connection with Limited Waiver
Agreement, the Company entered into a Security Agreement with YA II PN, Ltd. Pursuant to that Security Agreement, the Company agreed
to secure the 2022 Convertible Debts by granting to YA II PN, Ltd. a security interest to all of our property existing at the time of
the Security Agreement or acquired thereafter (the “Collateral”). The security interest in the Collateral, excluding that
portion that is subject to the Secured Long-Term Loan entered in March 2021, is a first priority security interest.
CEO Promissory notes, conversion into Common Shares
On October 13, 2022,
the Company’s majority shareholder and CEO converted $50
of this Promissory Notes into 200,000
of Class A Common Shares.
Merger Agreement
On October 25, 2022, Helbiz Inc.
(the "Purchaser"), its wholly owned subsidiary Helbiz Merger Sub Inc. (the “Merger Sub”) and Wheels Labs Inc. (the
“Target”) entered into an Agreement and Plan of Merger (the “Agreement”). The parties wish to effect a business
combination through the statutory merger of Merger Sub with and into the Target, pursuant to which the Target would survive and become
a wholly-owned subsidiary of Purchaser (the “Merger”), and in connection with such wish Purchaser has provided $3,000,000
prior to the Effective time as advances for the Merger. The Agreement will take effect on the closing date, which shall take place at
such date as the parties may mutually agree to (the “Closing”).
In exchange for all of the outstanding share capital
of Wheels, the Company will issue to the current holders of the capital stock of Wheels: (a) Series A convertible preferred stock equal
to up to more than nine and nine-tenths (9.9%) of our total issued and outstanding common stock immediately prior to the Closing (as may
be adjusted downwards pursuant to the terms and conditions of the Agreement), and (b) warrants to purchase shares of Series A convertible
preferred stock equal to up to four and nine-tenths (4.9%) of our total issued and outstanding common stock immediately prior to the Closing
(as may be adjusted downwards pursuant to the terms and conditions of the Agreement).
The Series A convertible preferred
stock will automatically convert into shares of the Company’s Class A common stock upon the approval of the majority of the holders
of the Company’s common stock to allow for such issuance under Nasdaq Rule 5635 (the “Stockholder Approval”). The warrants
to be issued pursuant to the Agreement are exercisable for a share of Series A convertible preferred stock if exercised prior to the Stockholder
Approval and for a share of Class A common stock if exercised after the Stockholder Approval. The exercise price for each warrant is $3.00,
and the warrants are exercisable for three years.
SEPA
On October 31, 2022, the Company
entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. Pursuant to the SEPA, the Company has the right,
but not the obligation, to sell to Yorkville up to $13.9 million of its shares of Class A Common Stock at any time during the 24 months.
To request a purchase, the Company would submit an Advance Notice to YA II PN, Ltd. specifying the number of shares, it intends to sell.
The Advance Notice would state that the shares would be purchased at either:
| (i) | 95.0% of the Option 1 Market Price, which is the lowest VWAP (the daily
volume weighted average price of Company’s Class A common stock for the applicable date) in each of the three consecutive trading
days commencing on the trading day following the Company’s submission of an Advance Notice, or |
| (ii) | 92.0% of the Option 2 Market Price, which is the VWAP of the pricing period
set out in the Advance Notice and consented to by YA II PN, Ltd. |
Any such sales would be subject
to certain limitations, including that YA II PN, Ltd could not purchase any shares that would result in it owning more than 4.99% of the
Company’s Class A Common Stock, or any shares that, aggregated with any related transaction, would exceed 19.9% of all shares of
common stock outstanding on the date of the SEPA unless shareholder approval was obtained allowing for issuances in excess of such amount.
The Company agreed in the SEPA
that until such time as the Company’s obligations to YA II PN, Ltd under any convertible debentures, promissory notes or other instruments
are less than $5 million, the Company will use all proceeds from the sale of Class A common stock under the SEPA to repay the outstanding
obligations to YA II PN, Ltd.
On November 7, 2022, the Company
delivered an Advance Notice for the sale of 3,600,000 Class A Common Shares, using Option 1 for the Market Price calculation, resulting
in cumulative gross proceeds of $0.6 million. On November 10, 2022 YA II PN, Ltd waived the restrictions on the use of proceeds contained
in the SEPA with respect to the Advance Notice delivered on November 7, 2022 and up to three Additional Notices that the Company may deliver
between November 7, 2022 and December 31, 2022.
