UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________________

SCHEDULE 14A

_________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant  S

Filed by a Party other than the Registrant  £

Check the appropriate box:

£

 

Preliminary Proxy Statement

£

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

S

 

Definitive Proxy Statement

£

 

Definitive Additional Materials

£

 

Soliciting Material under §240.14a-12

GREENVISION ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

£

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies:

       

Common stock, par value $0.00001 per share (“Common Stock”)

   

(2)

 

Aggregate number of securities to which transaction applies:

       

Not applicable.

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

       

Not applicable.

   

(4)

 

Proposed maximum aggregate value of transaction:

       

$300,000,000

   

(5)

 

Total fee paid:

       

$32,730

S

 

Fee paid previously with preliminary materials.

£

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

 

 

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PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF GREENVISION ACQUISITION CORP.

Proxy Statement dated July 26, 2021
and first mailed to stockholders on or about July 26,2021

Dear Stockholders:

You are cordially invited to attend the special meeting of the stockholders of GreenVision Acquisition Corp. (“GVAC” or “GreenVision”) to be held on August 11, 2021. GVAC is a Delaware corporation incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Holders of the common stock of GVAC will be asked to approve the Merger Agreement and Plan of Reorganization, dated as of February 8, 2021 by and among GVAC, Helbiz, Inc., a Delaware private corporation (“Helbiz”), Salvatore Palella (as the “Shareholders’ Representative”) and GreenVision Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of GVAC (the “Merger Sub”), as amended by the First Amendment to the Merger Agreement (the “First Amendment”) entered into by GVAC, Helbiz, Merger Sub, and the Shareholders’ Representative on April 8, 2021 (as amended from time to time, the “Merger Agreement”) and the other related proposals, pursuant to which the Merger Sub will merge with and into Helbiz, with Helbiz surviving the merger (the “Business Combination”). As a result, Helbiz will become a wholly-owned subsidiary of GVAC. The former holders of the capital stock and vested options of Helbiz will be entitled to receive up to an aggregate of 30,000,000 shares of Class A Common Stock and Class B Common Stock (as described herein) (inclusive of GVAC Shares (as defined below) underlying vested Helbiz options to be exchanged for GVAC options to be issued under the 2021 GreenVision Omnibus Incentive Plan). As a condition to closing the Business Combination, GVAC and Helbiz agreed to cooperate and use their best efforts to consummate a PIPE Investment with institutional investors effective with the Closing resulting in proceeds of at least $30 million to GVAC (the “PIPE Investment”). Pursuant to subscription agreements entered into by GVAC with such investors on March 10, 2021, GVAC intends to offer and sell a minimum of $30 million of shares of its Class A Common Stock and warrants to purchase additional shares of Class A Common Stock at an offering price of $10.00 to purchase one share of GVAC Class A Common Stock and one warrant. It is anticipated that the PIPE Investment will be consummated concurrently with the closing of the Business Combination, subject to the terms and conditions contemplated by the subscription agreements.

Assuming that Helbiz has a closing net debt of $27,600,000 and approximately 836,000 vested options, we estimate that we will issue approximately 24,232,000 GVAC Shares and options, under the 2021 GreenVision Omnibus Incentive Plan, as described herein, to acquire approximately 3,008,000 GVAC Shares (if such options are exercised on a cashless basis) or a maximum of approximately 3,844,000 GVAC Shares (if such options are exercised for cash). However, in accordance with the terms of the Merger Agreement, in the event that the closing net debt of Helbiz is different from the assumption stated above, and some or all of the vested options of Helbiz are exercised with cash, the allocation of the GVAC Shares issuable to the Helbiz security holders will change. In addition, holders of Helbiz options which have not vested at the closing of the Business Combination will be exchanged for up to approximately 3,506,000 new GVAC options under the 2021 GreenVision Omnibus Incentive Plan, as described herein. Based on these numbers, if our public shareholders redeem 443,026 GVAC Shares, our remaining current public stockholders will own approximately 4.8% of the issued and outstanding common stock of GVAC following the Business Combination. Simultaneous with the Business Combination, GVAC will file an amendment to its Amended and Restated Certificate of Incorporation to change its name to Helbiz, Inc. and upon completion of the Business Combination, reclassify all of its currently authorized shares of common stock as described in this proxy statement. The issuance of shares of Common Stock of GVAC (the “GVAC Shares”) to the securityholders of Helbiz is being consummated on a private placement basis, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D and Regulation S, promulgated thereunder.

To vote its public shares at the special meeting on the Business Combination Proposal (as defined in Proposal No. 1 of this proxy statement), a stockholder must be a stockholder as of July 23, 2021, the record date for the special meeting (the “Record Date”). Accordingly, if you purchase public shares after the Record Date you will not be able to redeem your shares upon consummation of the Business Combination unless you have either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal.

As of May 24, 2021, there was $19,525,208 in marketable securities in GVAC’s trust account. On July 23, 2021, the Record Date for the special meeting of stockholders, the closing price of GVAC’s common stock was $10.21. As of March 31, 2021, $169,151 of cash was held outside of the trust account and was available for working capital purposes.

 

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Each stockholder’s vote is very important. Whether or not you plan to attend the GVAC special meeting in person, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person at the special meeting if such stockholder subsequently chooses to attend the GVAC special meeting.

We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 40.

GVAC’s Board of Directors unanimously recommends that GVAC stockholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

Zhigeng (David) Fu
Chief Executive Officer
GreenVision Acquisition Corp.

   

July 26, 2021

 

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HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about GVAC that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by GVAC with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

Solicitation Agent:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: (877) 870
-8565
Main Telephone: (206) 870
-8565
E
-mail: ksmith@advantageproxy.com

or

GreenVision Acquisition Corp.
8 The Green, Suite #4966
Dover, DE 19901
Attn: Chief Financial Officer
Telephone: (302) 289-8280

If you would like to request documents, please do so no later than five business days before the special meeting in order to receive them before GVAC’s special meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about GVAC and Helbiz. You should rely only on the information contained in this proxy statement in deciding how to vote on the Business Combination. Neither GVAC, Helbiz nor the Merger Sub has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement may change after the date of this proxy statement. Do not assume after the date of this proxy statement that the information contained in this proxy statement is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement, or the context otherwise requires:

•        Unless noted otherwise, references to “GVAC,” “we,” “us” or “our Company” refer to GreenVision Acquisition Corp., a Delaware corporation.

•        References to “Merger Sub” in this proxy statement refer to GreenVision Merger Sub Inc., a Delaware company and wholly-owned subsidiary of GVAC.

•        References to “Helbiz” refer to Helbiz, Inc., a Delaware corporation and its subsidiaries.

•        References to “U.S. Dollars” and “$” refer to the legal currency of the United States.

 

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NOTICE OF SPECIAL MEETING OF
GREENVISION ACQUISITION CORP. STOCKHOLDERS
To Be Held on August 11, 2021

To: GreenVision Acquisition Corp. Stockholders:

A special meeting of stockholders of GreenVision Acquisition Corp. (“GVAC will be held on August 11 , 2021, at 11:00 a.m., Eastern time at https://www.cstproxy.com/greenvisionacquisition/sm2021 (the “special meeting”). You are cordially invited to attend the special meeting to conduct the following items of business:

•        To approve the Merger Agreement and Plan of Reorganization, dated as of February 8, 2021 by and among GVAC, Helbiz, Inc. (“Helbiz”), Salvatore Palella (as the “Shareholders’ Representative”) and GVAC Merger Sub Inc. (the “Merger Sub”), as amended by the First Amendment to the Merger Agreement (the “First Amendment”) entered into by GVAC, Helbiz, Merger Sub, and the Shareholders’ Representative on April 8, 2021 (as amended from time to time, the “Merger Agreement”), and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve amendments to the Company’s Amended and Restated Certificate of Incorporation, substantially in the form attached to the accompanying proxy statement as Annex C, in connection with the Business Combination in order to (i) change the name of the public entity to “Helbiz, Inc.” from “GreenVision Acquisition Corp.” and (ii) to, upon completion of the Business Combination, reclassify all of the currently authorized shares of common stock, par value $0.00001 per share, into an aggregate of 300,000,000 shares of common stock, consisting of (a) that number of shares of Class B Common Stock equal to the product of (I) 3,069,539 and (II) the Consideration Conversion Ratio (as defined in the Merger Agreement), whereby, holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote and (b) a number of shares of Class A Common Stock that equals 300,000,000 less the number of authorized shares of Class B Common Stock. This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

•        To approve the GreenVision Acquisition Corp. 2021 Omnibus Incentive Plan, substantially in the form attached to the accompanying proxy statement as Annex D, including the authorization of the initial share reserve under the 2021 Omnibus Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

•        To approve the issuance of shares constituting more than 20% of the issued and outstanding common stock of GVAC pursuant to the terms of the Merger Agreement and the PIPE Investment contemplated by the Merger Agreement, as required by Listing Rules 5635(a), (b), and (d) of the Nasdaq Capital Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 4.”

•        To elect Salvatore Palella, Giulio Profumo, Kimberly L. Wilford, Guy Adami and Lee Stern to serve as directors on the Company’s board of directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

•        To approve the adjournment of the special meeting, if necessary or advisable, in the event GVAC does not receive the requisite stockholder vote to approve one or more proposals presented to stockholders for vote. This proposal is called the “Adjournment Proposal” or “Proposal No. 6.”

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Merger Agreement and as Annex E, a copy of the First Amendment. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company and Helbiz.

 

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Proposals 1 through 6 are sometimes collectively referred to herein as the “Proposals.” Unless waived by the parties to the Merger Agreement, the closing of the Business Combination is conditioned upon the approval by our stockholders of the Business Combination Proposal, the Charter Amendment Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal, and the Director Election Proposal (collectively, the “Condition Precedent Proposals”). Further, the Charter Amendment Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Director Election Proposal are all conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal does not require the approval of the Business Combination Proposal and Business Combination to be effective.

It is important for you to note that in the event that the Business Combination Proposal is not approved, then GVAC will not consummate the Business Combination. If GVAC does not consummate the Business Combination and fails to complete an initial business combination by August 19, 2021 or obtain the approval of GVAC’s board of directors to extend such date by up to six (6) months thereafter or the GVAC stockholders to extend the deadline beyond then, then GVAC will be required to dissolve and liquidate.

As of July 23, 2021, there were 3,349,053 shares of common stock of GVAC issued and outstanding and entitled to vote. Only GVAC stockholders who hold common stock of record as of the close of business on July 23, 2021 are entitled to vote at the special meeting or any adjournment of the special meeting. This proxy statement is first being mailed to stockholders on or about July 26, 2021.

In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, GreenVision has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting https://www.cstproxy.com/greenvisionacquisition/sm2021 and using a control number assigned by Continental Stock Transfer & Trust Company, our Transfer Agent, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing +1-888-965-8995 (toll-free within the U.S. and Canada) or +1-415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 98763184#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement. The record date for the special meeting is July 23, 2021 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the issued and outstanding shares of our Common Stock present in person or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “AGAINST” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of all then issued and outstanding shares of GVAC common stock entitled to vote thereon at the special meeting. Accordingly, abstentions or a broker non-vote will have the same effect as a vote AGAINST this proposal.

The Director Election Proposal is decided by a plurality of the votes cast by the stockholders present in person (through the virtual meeting platform) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Director Election Proposal.

 

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The presence in person or by proxy of a majority of the outstanding shares of GVAC common stock entitled to vote at the special meeting is necessary to constitute a quorum at the special meeting. A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Votes of stockholders of record who participate in the special meeting or by proxy will be counted as present for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on all of the proposals. If you are a beneficial owner (as defined below) of shares of the Company’s common stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will not be counted as present at the special meeting for purposes of determining whether a quorum exists.

Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees.

GVAC currently has authorized share capital of 300,000,000 shares of common stock of which 3,349,053 are issued and outstanding, with a par value of $0.00001 per share, and 100,000,000 shares of preferred stock with a par value of $0.00001 per share, none of which are issued or outstanding.

Holders of GVAC’s common stock will not be entitled to appraisal rights under Delaware law in connection with the Business Combination and any other Proposal.

Pursuant to GreenVision’s current Amended and Restated Certificate of Incorporation, we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of common stock of GVAC (and as may be reclassified as Class A Common Stock if the Charter Amendment Proposal is approved) then held by them (sometimes referred to as the “public shares”) for a per-share price, payable in cash, equal to the quotient obtained by dividing the aggregate amount of cash then on deposit in the trust account as of two (2) business days prior to the consummation of the Business Combination, including interest not previously released by us to pay our taxes, by the total number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission that we will pay to the underwriters of our initial public offering (“IPO”) or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in our trust account of $19,525,208 as of May 24, 2021, the estimated per share redemption price would have been approximately $10.21, net of taxes payable. Public stockholders may elect to redeem their GVAC Shares even if they vote for the Business Combination.

You will be entitled to receive cash for any public shares to be redeemed only if you vote your public shares on the Business Combination Proposal and:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and warrants (the “public warrants”) prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to 5:00 p.m., Eastern time, on August 9, 2021, (a) submit a written request to the Transfer Agent, that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the Depository Trust Company.

To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of July 23, 2021, the Record Date for the special meeting. Accordingly, if you purchase public shares after the Record Date you will not be able to redeem your shares upon consummation of the Business Combination unless you have either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

 

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A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of common stock included in the units sold in our IPO without the prior consent of the Company. We have no specified maximum redemption threshold under the current charter, other than the aforementioned 15% threshold and the limitation that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the Business Combination. Every share of common stock that is redeemed by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of $19,525,208 as of May 24, 2021. The Merger Agreement provides that Helbiz’s obligation to consummate the business combination is conditioned on at least $15,000,000 in cash remaining at the trust account after redemptions by our public shareholders. This condition to closing in the Merger Agreement is for the sole benefit of the parties thereto and may be waived in writing by Helbiz. If, as a result of redemptions of public shares by our public stockholders, this condition is not met (or waived), then Helbiz may elect not to consummate the Business Combination. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to public shares.

GreenVision Capital Holdings, LLC, which is the sponsor of GVAC (the “Sponsor”), and our officers and directors have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the Business Combination, and the shares of common stock held by them will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor beneficially owns approximately 20% of our issued and outstanding shares of common stock, including all of the founder shares. The Sponsor and our directors and officers have agreed to vote any shares of the common stock owned by them in favor of the Business Combination.

Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation that is received by us before we take the vote at the special meeting to GreenVision Acquisition Corp., 8 The Green, Suite # 4966, Dover, Delaware 19901; telephone: (302) 289-8280. If you hold your shares through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding revocation of proxies.

GVAC’s Board of Directors unanimously recommends that GVAC stockholders vote “FOR” approval of each of the Proposals.

By order of the Board of Directors,

/s/ Zhigeng Fu

   

Zhigeng (David) Fu
Chief Executive Officer and Chairman of the Board

   

 

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TABLE OF CONTENTS

 

Page

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR GVAC STOCKHOLDERS

 

1

DELIVERY OF DOCUMENTS TO GVAC’S STOCKHOLDERS

 

12

SUMMARY OF THE PROXY STATEMENT

 

13

TRADING MARKET AND DIVIDENDS

 

39

RISK FACTORS

 

40

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

86

SPECIAL MEETING OF GVAC STOCKHOLDERS

 

87

PROPOSAL NO. 1 THE BUSINESS COMBINATION PROPOSAL

 

97

THE MERGER AGREEMENT

 

121

PROPOSAL NO. 2 THE CHARTER AMENDMENT PROPOSAL

 

130

PROPOSAL NO. 3 THE EQUITY PLAN ADOPTION PROPOSAL

 

132

PROPOSAL NO. 4 THE NASDAQ 20% SHARE ISSUANCE PROPOSAL

 

141

PROPOSAL NO. 5 THE DIRECTOR ELECTION PROPOSAL

 

142

PROPOSAL NO. 6 THE ADJOURNMENT PROPOSAL

 

143

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA OF HELBIZ

 

144

COMPARATIVE SHARE INFORMATION

 

146

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HELBIZ

 

149

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

172

INFORMATION ABOUT HELBIZ

 

188

SELECTED HISTORICAL FINANCIAL INFORMATION OF GVAC

 

214

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GVAC FOR FISCAL YEAR ENDED DECEMBER 31, 2020

 

215

GVAC’S BUSINESS

 

225

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

 

231

HELBIZ’S DIRECTORS AND EXECUTIVE OFFICERS

 

239

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT PRIOR TO THE BUSINESS COMBINATION

 

247

SECURITY OWNERSHIP OF THE COMBINED COMPANY AFTER THE BUSINESS COMBINATION

 

249

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

250

DESCRIPTION OF GVAC’S SECURITIES

 

254

EXPERTS

 

263

STOCKHOLDER PROPOSALS AND OTHER MATTERS

 

263

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

264

Annex A

 

Merger Agreement and Plan of Reorganization dated February 8, 2021 by and among, Helbiz, Inc., Salvatore Palella as Representative of the Shareholders of the Helbiz, Inc., GreenVision Acquisition Corp. and GreenVision Merger Sub Inc.

 

A-1

Annex B

 

Form of Registration Rights Agreement

 

B-1

Annex C

 

Form of Amendment to Amended and Restated Certificate of Incorporation if GVAC

 

C-1

Annex D

 

GreenVision Acquisition Corp. 2021 Omnibus Incentive Plan

 

D-1

Annex E

 

First Amendment dated April 8, 2021 to Merger Agreement and Plan of Reorganization

 

E-1

i

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR GVAC stockholders

Q:     What is the purpose of this document?

A:     GreenVision Acquisition Corp., a Delaware corporation (“GVAC”, “GreenVision” or the “Company”), Helbiz, Inc. a Delaware private corporation (“Helbiz”) and GreenVision Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of GVAC (the “Merger Sub”), have agreed to a Business Combination under the terms of a Merger Agreement, dated as of February 8, 2021, by and among GVAC, the Merger Sub, the Shareholders’ Representative and Helbiz, as amended by the First Amendment. Under the terms of the Business Combination, Merger Sub will merge with and into Helbiz, with Helbiz surviving the merger. As a result, Helbiz will be a wholly-owned subsidiary of GVAC. The former securityholders of Helbiz will receive shares of Common Stock of GVAC. The transaction is intended to be a “reverse triangular merger” and qualify as a tax-free exchange under Section 368(b) of the Internal Revenue Code (the “Code”). The consummation of the transactions contemplated by the Merger Agreement, as amended by the First Amendment, are referred to collectively as the Business Combination and the proposal to approve the Business Combination is referred to as the “Business Combination Proposal”. The Merger Agreement is attached to this proxy statement as Annex A, the First Amendment is attached to this proxy statement as Annex E, and both the Merger Agreement and First Amendment are incorporated into this proxy statement by reference. You are encouraged to read this proxy statement, including “Risk Factors” and all the annexes hereto.

The units (the “GVAC Units”) that were issued in GVAC’s initial public offering (“Initial Public Offering” or the “IPO”) each consist of one share of common stock of GVAC, par value $0.00001 per share (the “GVAC Shares”), one redeemable warrant (“GVAC Warrants”) to purchase one GVAC Share, and rights (“GVAC Rights”) to acquire 1/10th of a GVAC Share. The GVAC Warrants entitle the holder thereof to purchase one GVAC Share for $11.50 per full share. Simultaneously with the consummation of the Initial Public Offering completed on November 21, 2019, we consummated the private placement of an aggregate of 2,100,000 warrants, each exercisable to purchase one GVAC Share for $11.50 per share (the “Private GVAC Warrants”) which were sold and issued to our sponsor, GreenVision Capital Holdings LLC (“Sponsor”). GVAC stockholders (except for our Sponsor and GVAC’s officers and directors) will be entitled to redeem their GVAC Shares for a pro rata share of the trust account that holds the proceeds of our initial public offering that closed on November 21, 2019 (the “trust account”) (currently anticipated to be no less than approximately $10.21 per share for stockholders) net of taxes payable.

The GVAC Units, GVAC Shares, GVAC Warrants and GVAC Rights are currently listed on the Nasdaq Capital Market. Only holders of GVAC Shares are receiving this proxy statement and are entitled to vote on the Proposals.

We are required under our Certificate of Incorporation and the rules of the Nasdaq Stock Market Inc. to obtain approval of our stockholders for the Business Combination and other matters described herein. This proxy statement contains important information as required under the rules and regulations of the Securities and Exchange Commission (the “SEC”) about the proposed Business Combination and the other matters to be acted upon at the special meeting of GVAC stockholders. You should read it carefully.

Q:     What is being voted on?

A:     Below are the proposals on which GVAC stockholders are being asked to vote:

•        To approve the Business Combination contemplated under Merger Agreement, dated as of February 8, 2021 by and among GVAC, Helbiz, the Shareholders’ Representative and GreenVision Merger Sub Inc., as amended by the First Amendment, and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve amendments to GVAC’s Amended and Restated Certificate of Incorporation to, simultaneous with the Business Combination, (i) change the name of the public entity to “Helbiz, Inc.” from “GreenVision Acquisition Corp.” and (ii) to, upon completion of the Business Combination, reclassify all of the currently authorized shares of common stock into an aggregate of 300,000,000 shares of Common Stock, consisting of (a) that number of shares of Class B Common

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Stock equal to the product of (I) 3,069,539 and (II) the Consideration Conversion Ratio, whereby, holders of shares of GVAC Class A Common Stock will be entitled to cast one vote per share and holders of shares of GVAC Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of GVAC Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of GVAC Class B Common Stock shall equal sixty percent (60%) of all shares of GVAC Class A Common Stock and shares of GVAC Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote and (b) a number of shares of GVAC Class A Common Stock that equals 300,000,000 less the number of authorized shares of GVAC Class B Common Stock. This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”;

•        To approve the GreenVision Acquisition Corp. 2021 Omnibus Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

•        To approve the issuance of shares constituting more than 20% of the issued and outstanding common stock of GVAC pursuant to the terms of the Merger Agreement and the PIPE Investment, as required by Listing Rules 5635(a)(b) and (d) of the Nasdaq Capital Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 4.”

•        To elect Salvatore Palella, Giulio Profumo, Kimberly L. Wilford, Guy Adami and Lee Stern to serve as directors on the Company’s board of directors (the “Board” or the “Board of Directors”) until the next annual meeting of stockholders or until their successors are elected and qualified. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

•        To approve the adjournment of the special meeting, if necessary or advisable, in the event GVAC does not receive the requisite stockholder vote to approve the Business Combination. This proposal is called the “Adjournment Proposal” or “Proposal No. 6.”

Q:     Are the proposals conditioned on one another?

A:     Yes. The Business Combination is conditioned on the approval of the Condition Precedent Proposals at the special meeting. It is important for you to note that if the Condition Precedent Proposals do not receive the requisite vote for approval and are not waived by the parties to the Merger Agreement, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by August 19, 2021, or further extend the deadline for us to consummate an initial business combination, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

Q:     What is the consideration being paid to Helbiz securityholders?

A:     The maximum number of GVAC Shares which may be issued to the holders of Helbiz common stock and vested options is 30,000,000 GVAC Shares (inclusive of GVAC Shares that will underlie options to be issued to current holders of vested Helbiz options). We estimate that the Helbiz securityholders will receive approximately 24,232,000 GVAC Shares, vested options to acquire 3,008,000 GVAC Shares (if converted on a cashless basis) and 3,506,000 unvested options to acquire GVAC Shares to be granted under the 2021 GreenVision Omnibus Incentive Plan, as described herein, assuming that Helbiz has estimated net closing debt of $27,600,000 and that approximately 836,000 vested options are exercised on a cashless basis. If such vested options are exercised for cash, we estimate that we would issue options to purchase 3,844,000 GVAC Shares. Of such estimated number of GVAC Shares to be issued, we estimate that will issue approximately (a) 10,119,482 GVAC Class A common shares and (b) 14,112,070 GVAC Class B common shares, which shares of Class B common stock will be issued to Salvatore Palella, the founder of Helbiz (the “Founder”). Of the shares to be delivered to the Founder at closing, 1,600,000 GVAC Class B common shares will be placed in escrow for a period of up to 24 months to provide for indemnification claims which may be brought by GVAC as described in the section entitled “The Merger Agreement”. However, in accordance with the terms of the Merger Agreement, in the event that the closing net debt of Helbiz is different from the assumption stated above, and some or all of the vested options of Helbiz are exercised with cash, the allocation of the GVAC Shares issuable to the Helbiz security holders will change.

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Q:     Following the closing of the Business Combination, what percentage of the combined company will the former GVAC public stockholders own?

A:     Assuming the maximum redemption of our public shares (to maintain at least $15,000,000 in assets in our trust account, or 443,026 shares valued at approximately $10.21 per share, net of taxes payable), a closing net debt of $27,600,000, approximately 836,000 of Helbiz options having vested at the time of Business Combination, the completion of the PIPE Investment, and the issuance of GVAC Shares upon the conversion of the GVAC Rights, we anticipate that upon completion of the Business Combination, the ownership of the outstanding shares of common stock of GVAC of the post-Business Combination company will be as follows:

•        GVAC public stockholders (which excludes our Sponsor and officers and directors) will own 1,468,527 GVAC Class A common shares, which will represent approximately 4.8% of our common shares and 3.5% of the voting power of our common shares;

•        Our Sponsor, officers and directors will own 1,437,500 GVAC Class A common shares, which will represent approximately 4.7% of our common shares and 3.5% of the voting power of our common shares;

•        Our holders of GVAC Rights will own 575,000 GVAC Class A common shares, which will represent approximately 1.9% of our common shares and 1.4% of the voting power of our common shares;

•        Helbiz former shareholders (excluding the Founder), will own approximately 10,119,482 GVAC Class A common shares, which will represent approximately 32.9% of our common shares and 24.4% of the voting power of our common shares;

•        the Founder will own approximately 14,112,070 GVAC Class B common shares, which will represent approximately 45.9% of our common shares and 60% of the voting power of our common shares; and

•        the PIPE Investors will own 3,000,000 GVAC Class A common shares, which will represent approximately 9.8% of our common shares and 7.2% of the voting power of our common shares (assuming that $30,000,000 of GVAC Class A common shares are subscribed for in the PIPE Investment).

The ownership percentages with respect to the post-Merger company following the Business Combination set forth above do not take into account: (a) warrants to purchase 5,750,000 GVAC Shares that will remain issued and outstanding and are held by our public stockholders; (b) warrants to purchase 287,500 GVAC Shares that will remain issued and outstanding immediately following the Business Combination held by the underwriter in our Initial Public Offering; (c) warrants to purchase 2,100,000 GVAC Shares held by our Sponsor; (d) 3,000,000 warrants to purchase GVAC Class A common shares that are being issued in the PIPE, (e) options to purchase approximately up to 3,844,000 options to purchase GVAC Class A common shares that are being issued to employees holding vested options of Helbiz, (f) approximately 3,506,000 options to purchase GVAC Class A common shares that are being issued to employees holding unvested options of Helbiz, and (g) any reductions in the compensation to be paid to the Helbiz shareholders pursuant to the terms of the Merger Agreement: but does include an aggregate of 575,000 GVAC Shares issuable upon conversion of the GVAC Rights, which will be automatically converted into GVAC Shares at the Closing of the Business Combination on the basis of 1/10th GVAC Share for each outstanding GVAC Right. If the actual facts are different than these assumptions, the percentage ownership retained by our public stockholders following the Business Combination will be different. The numbers of GVAC Shares and percentage interests set forth above are based on a number of additional assumptions, including that Helbiz does not issue any additional equity securities prior to the Business Combination. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

After giving effect to the exercise and conversion of all securities, ownership and voting control of our Sponsor, officers and directors will be as follows:

 

    Assuming No
Redemptions
(1)
   Assuming Maximum
Redemptions
(2)
 
    Shares    Ownership %(3)    Voting %(3)    Shares    Ownership %(3)    Voting %(3) 
Sponsor and affiliates(4)   3,537,500    7.1%   4.0%   3,537,500    7.2%   4.0%
____________

(1) This presentation assumes no additional holders of our common stock exercise their redemption rights with respect to their redeemable common stock upon the Closing.

(2)  This presentation assumes the maximum redemption of our public shares to maintain at least $15 million in assets in our trust account).

(3)  Percentage calculations assume the exercise and conversion of: (i) 5,750,000 public warrants, (ii) 287,500 warrants issued to the underwriter in our Initial Public Offering, (iii) 2,100,000 private placement warrants, (iv) 3,000,000 PIPE Warrants, (v) 7,350,000 options to be issued to Helbiz employees, and (vi) 575,000 shares issuable upon conversion of the GVAC Rights.

(4)  Holdings of the listed category of stockholder consists of the sponsor shares held by the Sponsor and our current officers and directors and 2,100,000 shares issuable upon exercise of the private warrants held by the Sponsor.

As described in this Proxy Statement, the parties have assumed that all the vested and unexercised stock options of Helbiz are exercised on a cashless basis in accordance with the terms of the award agreements for such options, as permitted under the Helbiz 2020 Equity Incentive Plan. Two (2) business days prior to the Closing of the Business Combination, all remaining unexercised, vested stock options of Helbiz shall be deemed, solely for purposes of calculating the Closing Consideration Conversion Ratio, to have been exercised

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on a cashless basis; however, to the extent that any such options are exercised for cash no later than two business days prior to the Closing, the cash actually received in consideration of the exercise of such options by Helbiz shall reduce Closing Net Debt, in accordance with the First Amendment.

Assuming no further redemptions of the GVAC Shares issued in our Initial Public Offering, the combined company would have a pro forma valuation of approximately $291,430,000 based upon a price of $10.00 per GVAC Share and the securities issued to the Helbiz shareholders would have a value of approximately $242,315,000 at an assumed price of $10.00 per share.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.

Q:     Do any of GVAC’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A:     GVAC’s directors and officers have interests in the Business Combination that are different from your interests as a stockholder. You should keep in mind the following interests of GVAC’s directors and officers:

In September 2019, prior to our Initial Public Offering, GVAC issued the Sponsor Shares for an aggregate purchase price of $25,000. In addition, in conjunction with the closing of the Initial Public Offering, the Sponsor purchased 2,100,000 warrants, each warrant to purchase one GVAC Share, at a price of $1.00 per warrant. The warrants held by our Sponsor are exercisable at $11.50 per share. Two (2) of our officers and directors have a pecuniary interest in the shares held by the Sponsor. Two (2) of our other directors currently hold an aggregate of 60,000 GVAC Shares and one (1) of our independent directors, Lee Stern, is expected to remain on the Board of GVAC following the closing of the Business Combination and will be granted an equity award of 30,000 shares of GVAC Class A common stock under the GreenVision 2021 Omnibus Incentive Plan if our stockholders approve the Equity Plan Adoption Proposal. Therefore, in light of the amount of consideration paid for the foregoing securities, GVAC’s directors and officers will likely benefit from the completion of the Business Combination even if the Business Combination causes the market price of GVAC’s securities to significantly decrease. The likely benefit to GVAC’s directors and officers may influence their motivation for promoting the Business Combination and/or soliciting proxies for the approval of the Business Combination Proposal. See “Risk Factors — Risks Related to GVAC’s Business as a SPAC  — GVAC’s directors and officers may have certain conflicts in determining to recommend the Business Combination with Helbiz, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.”

Further, after giving effect to the exercise by GVAC of both three-month extensions provided for in its Amended and Restated Certificate of Incorporation and the amendment to its Amended and Restated Certificate of Incorporation effective as of May 12, 2021, if GVAC does not consummate the Business Combination by August 19, 2021 (unless further extended by the GVAC board upon the funding of additional contribution to the trust account based on the amount of $0.10 per public share), GVAC will be required to dissolve and liquidate and the securities held by GVAC’s insiders will be worthless because such holders have agreed to waive their rights to any liquidation distributions.

In addition, Ladenburg, Thalmann & Co., Inc. (“Ladenburg”) acted as financial advisor to Helbiz with respect to the Business Combination and will receive a fee from Helbiz for its services, a substantial portion of which will become payable only if the Business Combination is consummated. In addition, Helbiz has agreed to indemnify Ladenburg for certain liabilities arising out of its engagement. With the consent of Helbiz and GVAC, and subject to the terms and conditions set forth in the letter agreement dated March 20, 2020, as amended, between Ladenburg and Helbiz. In addition, a managing director of Ladenburg, Jonathan Intrater, currently serves on the Board of Directors of GVAC. Prior the parties’ entry into the Merger Agreement, Ladenburg did not have any other financial advisory or other significant commercial or investment banking relationships with GVAC nor did Mr. Intrater have any such relationship with Helbiz.

In addition, the exercise of GVAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in GVAC stockholders’ best interests. See “Risk Factors — Risks Related to GVAC’s Business as a SPAC — Because GVAC’s Sponsor and its officers and directors own GVAC Shares and

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GVAC Warrants which will not participate in liquidation distributions and, therefore, they will lose their entire investment in us and face other financial consequences if the Business Combination is not completed, and they may have a conflict of interest in determining whether the Business Combination is appropriate.”

Q:     When and where is the special meeting of GVAC’s stockholders?

A:     The special meeting will be held virtually on Wednesday, August 11, 2021, at 11:00 a.m., Eastern time at https://www.cstproxy.com/greenvisionacquisition/sm2021.

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for the Company and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of the Company’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://www.cstproxy.com/greenvisionacquisition/sm2021. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company, the Company’s Transfer Agent. Additionally, you have the option to listen to the special meeting by dialing +1-888-965-8995 (toll-free within the U.S. and Canada) or +1-415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 98763184#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication. The meeting webcast will begin promptly at 11:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time, and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Q:     Who may vote at the special meeting of stockholders?

A:     Only holders of record of GVAC Shares as of the close of business on July 23, 2021, the Record Date, may vote at the special meeting of stockholders. As of the Record Date, there were 3,349,053 shares of GVAC Shares issued and outstanding and entitled to vote. GVAC’s Sponsor and initial stockholders own an aggregate of 1,437,500 shares and have agreed to vote in favor of the Business Combination.

Please see “Special Meeting of GVAC Stockholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the special meeting of stockholders?

A:     Stockholders representing a majority (1,674,527 shares) of the GVAC Shares issued and outstanding as of the Record Date and entitled to vote at the special meeting must be present in person or represented by proxy in order to hold the special meeting and conduct business. This is called a quorum. GVAC Shares will be counted for purposes of determining whether there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting, may adjourn the meeting until a quorum is present. If you are a beneficial owner of shares of GVAC common stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will not be counted as present for purposes of determining whether a quorum exists.

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Q:     What vote is required to approve the Proposals?

A:     Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal, and the Adjournment Proposal each require the affirmative vote of a majority of the outstanding shares of our common stock present in person (through the virtual meeting platform) or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “AGAINST” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of all then outstanding shares of our common stock entitled to vote thereon at the special meeting, or any adjournment thereof. Accordingly, abstentions or a broker non-vote will have the same effect as a vote AGAINST this proposal.

The Director Election Proposal is decided by a plurality of the votes cast by the stockholders present in person (through the virtual meeting platform) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Director Election Proposal.

Q:     How will the initial stockholders vote?

A:     GVAC’s Sponsor and other initial stockholders, who as of the Record Date owned 1,437,500 Sponsor Shares, or approximately 43% of the issued and outstanding GVAC Shares (after giving effect to the redemption of 3,838,447 public shares following our annual meeting held on May 12, 2021), have agreed, pursuant to a letter agreement dated November 18, 2019 with the underwriter of its IPO, to vote their respective shares of GVAC common stock acquired by them prior to the Initial Public Offering in favor of each of the Proposals, including the Business Combination Proposal. GVAC’s Sponsor and other initial stockholders have also agreed that they will vote any shares they purchase or have purchased in the open market since the Initial Public Offering in favor of each of the other Proposals.

Q:     Am I required to vote against the Business Combination Proposal in order to have my common stock redeemed?

A:     No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that GVAC redeem your common stock for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable). However, you are required to vote your public shares on the Business Combination Proposal in order to have the right to demand redemption of such shares. These rights to demand redemption of GVAC Shares for cash are sometimes referred to herein as redemption rights. If the Business Combination is not completed, then holders of GVAC Shares electing to exercise their redemption rights will not be entitled to receive such payments.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination. Any public stockholder who voted on the Business Combination Proposal and holds shares of GVAC on or before August 9, 2021 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of July 23, 2021, the Record Date you will not be able to redeem your shares upon consummation of the Business Combination unless you have either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal.

Q:     Do I have redemption rights?

A:     Yes, provided that you (i) vote your GVAC public shares on the Business Combination Proposal, and (ii) own your GVAC public shares when you submit the request in writing to GVAC's transfer agent to redeem your public shares into cash, you will be able to exercise redemption rights with respect to your public shares. To vote your public shares at the special meeting, you must be a stockholder as of the Record Date for the special meeting. Accordingly, if you own your public shares on the Record Date but transfer your public shares after the Record Date but before the special meeting, you will not be able to exercise redemption rights with respect to your public shares.

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If you transfer your shares after the Record Date, but before the special meeting, unless the purchaser/transferee obtains from you a proxy to vote those public shares, you would retain your right to vote at the special meeting. However, you will not be able to exercise the redemption rights with respect to the public shares because you no longer own such shares.

Further, a purchaser/transferee of public shares after the Record Date would not be able to exercise redemption rights for such shares because the seller/transferor of such shares would retain the right to vote with respect to the public shares. However, if you are the purchaser/transferee of public shares after the Record Date, and want to obtain the right to redeem such shares, you must either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal

However, a redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. You may not elect to redeem your shares prior to the completion of the Business Combination.

The units (the “GVAC Units”) that were issued in GVAC’s Initial Public Offering, each consist of one share of common stock of GVAC, par value $0.00001 per share (the “GVAC Shares”), one redeemable warrant to purchase one GVAC Share, and one right to acquire 1/10 of a GVAC Share. Assuming the Proposed Business Combination closes, GVAC stockholders (except for the Sponsor or GVAC’s officers and directors) who elect their redemption right will be entitled to redeem their GVAC Shares for a pro rata share of the trust account (currently anticipated to be no less than approximately $10.21 per share for stockholders) net of taxes payable.

GVAC’s Amended and Restated Certificate of Incorporation provides that a public stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering. Therefore, any persons who hold more than 15% of our shares will not be able to redeem any shares in excess of the 15% limitation, regardless of the manner in which they vote their shares.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder as of the Record Date and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on August 9, 2021 (two (2) business days before the special meeting), that GVAC redeem your shares into cash; and (ii) submit your request in writing to GVAC’s transfer agent, at the address listed at the end of this section and deliver your shares to GVAC’s transfer agent physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two (2) business days before the special meeting.

Any corrected or changed written demand of redemption rights must be received by GVAC’s transfer agent two (2) business days before the special meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days before the special meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination. Provided public stockholders own their shares on the Record Date (or obtain a written agreement or proxy from the seller/transferor who owned such shares on the Record Date) and vote their shares on the Business Combination Proposal, any public stockholder who continues to hold such GVAC Shares on or before August 9, 2021 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination).

Any request for redemption, once made, may be withdrawn at any time up to the date of the special meeting of GVAC stockholders. The actual per share redemption price will be equal to the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable), divided by the number of shares of common stock sold in the Initial Public Offering. Please see the section entitled “Special Meeting of GVAC Stockholders — Redemption Rights” for more information on the procedures to be followed if you wish to redeem your GVAC Shares for cash.

Q:     How can I vote?

A:      If you were a holder of record GVAC Shares on the Record Date for the special meeting of GVAC stockholders, you may vote with respect to the applicable Proposals in person at the special meeting of GVAC stockholders via the live webcast, or by submitting a proxy by mail so that it is received prior to 11:00 a.m. on August 11, 2021, in accordance with the instructions provided to you under “Special Meeting of GVAC Stockholders.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your bank, broker or other nominee in advance of the special meeting to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide your bank, broker or other nominee with instructions on how to vote your shares or, if you wish to attend the special meeting of GVAC stockholders and vote in person, obtain a proxy from your bank, broker or other nominee.

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Q:     If my shares are held in “street name” by my bank, broker or other nominee, will they automatically vote my shares for me?

A:     No. Under the rules of various national securities exchanges, your bank, broker or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your bank, broker or other nominee. GVAC believes the Proposals are non-discretionary and, therefore, your bank, broker or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or other nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals except for the Charter Amendment Proposal, for which it would have the same effect as an against vote. You should instruct your broker to vote your GVAC Shares in accordance with directions you provide.

If your shares are held in “street name” through a broker, bank or other nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. Many banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

Q:     What if I abstain from voting or fail to instruct my bank, broker or other nominee on how to vote my shares?

A:     GVAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the special meeting of GVAC stockholders. For purposes of approval, an abstention on any of the Proposals will have the same effect as a vote “AGAINST” such Proposal. Further, in order to exercise redemption rights, a public stockholder must vote its public shares on the Business Combination Proposal. Additionally, failure to elect to exercise your redemption rights will preclude you from having your GVAC common stock redeemed for cash. In order to exercise your redemption rights, you must make an election on the applicable proxy card to redeem such GVAC Shares or submit a request in writing to GVAC’s transfer agent at the address listed on page 9, and deliver your shares to GVAC’s transfer agent physically or electronically through DTC prior to the special meeting of GVAC stockholders.

If you are a “street name” holder and you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares of GVAC Common Stock; this indication that a bank, broker or nominee is not voting your shares of GVAC Common Stock is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your shares of GVAC Common Stock only if you provide instructions on how to vote. You should instruct your broker to vote your shares of GVAC Common Stock in accordance with directions you provide. A broker non-vote will have no effect on Proposals Nos. 1, 3, 4, 5 and 6, and will have the effect of a vote “AGAINST” Proposal No. 2.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of GVAC Common Stock represented by your proxy will be voted in favor of each Proposal and for each of the nominees for election to our Board of Directors. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the special meeting. If you hold your shares through

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a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Continental Stock Transfer & Trust Company
1 State Street,
New York, New York 10004
Attn.: Proxy Department
Telephone: (212) 509
-4000

or

 

GreenVision Acquisition Corp.
8 The Green, Suite #4966
Dover, DE 19901
Attn: Chief Financial Officer
Telephone: (302) 289-8280


Q:     Should I send in my share certificates now?

A:     GVAC stockholders who intend to have their GVAC Shares redeemed should send their certificates to GVAC’s transfer agent at least two (2) business days before the special meeting. Please see “Special Meeting of GVAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your common stock for cash.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite stockholder approvals are received and all other conditions to closing satisfied, GVAC expects that the Business Combination will occur no later than August 12, 2021.

Q:     May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A:     No. Appraisal rights are not available to holders of GVAC Shares in connection with the proposed Business Combination. For additional information, see the sections entitled “Special Meeting of GVAC Stockholders — Appraisal Rights.

Q:     What happens if I sell my GVAC Shares before the Meeting?

A:     The Record Date for the special meeting is earlier than the date of the special meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your GVAC Shares after the Record Date, but before the special meeting, unless the transferee obtains from you a proxy or a written agreement to vote those shares, you would retain your right to vote at the special meeting, but will not hold an interest in GVAC after the Business Combination is consummated. If you transfer your GVAC Shares after the Record Date but before the special meeting, you will no longer have the right to exercise redemption rights with respect to your GVAC Shares.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are several risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 40 of this proxy statement.

Q:     What happens if the Business Combination is not consummated?

A:     After giving effect to the amendment to its Amended and Restated Certificate of Incorporation on May 12, 2021 (the “Extension Amendment), if GVAC does not consummate a Business Combination by August 19. 2021, unless the Board of Directors approves up to two (2) three-month extensions to complete its initial business combination (subject to the contribution of $191,155.30 to the Trust Account for each additional extension), or we obtain the approval of GVAC stockholders to extend the deadline for it to consummate an initial business combination, then pursuant to our Amended and Restated Certificate of Incorporation, GVAC’s officers must take all actions necessary in accordance with the Delaware General Corporation Law (referred to herein as the “DGCL”) to dissolve and liquidate GVAC as soon as reasonably practicable. Following

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dissolution, GVAC will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of GVAC Shares who acquired such common stock in GVAC’s Initial Public Offering or in the aftermarket. The estimated consideration that each GVAC Share would be paid at liquidation would be approximately $10.21 per share for stockholders based on amounts on deposit in the trust account as of May 24, 2021, net of taxes payable. The closing price of GVAC’s common stock on the Nasdaq Capital Market as of the Record Date of July 23, 2021 was $10.21. GVAC’s Sponsor and other initial stockholders waived the right to any liquidation distribution with respect to any GVAC Shares held by them.

Q:     What happens to the funds deposited in the trust account following the Business Combination?

A:     Following the closing of the Business Combination, funds in the trust account will be released to GVAC. Holders of GVAC Shares exercising redemption rights will receive their per share redemption price. The balance of the funds will be utilized to fund the Business Combination. As of May 24, 2021, there was $19,525,208 in GVAC’s trust account; based upon which amount approximately $10.21 per outstanding share issued in GVAC’s Initial Public Offering, net of taxes payable, will be paid to the public investors that elect to redeem GVAC Shares. Any funds remaining in the trust account after such payments will be used for future working capital and other corporate purposes of the combined entity.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the Special Meeting?

A:     GVAC will pay the cost of soliciting proxies for the Special Meeting. GVAC has engaged Advantage Proxy as its solicitation agent to assist in the solicitation of proxies for the Special Meeting. GVAC has agreed to pay Advantage Proxy, the solicitation agent, a fee of $7,500, plus disbursements, and will reimburse the solicitation agent for its reasonable out-of-pocket expenses and indemnify Solicitation agent and its affiliates against certain claims, liabilities, losses, damages and expenses. GVAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of GVAC Shares for their expenses in forwarding soliciting materials to beneficial owners of the GVAC Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     How does GVAC’s Board of Directors recommend that I vote?

A:     The GVAC Board of Directors recommends that its stockholders vote or give instruction to vote:

•        “FOR” Proposal No. 1, the Business Combination Proposal;

•        “FOR” Proposal No. 2, the Charter Amendment Proposal;

•        “FOR” Proposal No. 3, the Equity Plan Adoption Proposal;

•        “FOR” Proposal No. 4, the Nasdaq 20% Proposal;

•        “FOR” Proposal No. 5, the Director Election Proposal”; and

•        “FOR” Proposal No. 6, the Adjournment Proposal, if presented.

You should read “Business Combination Proposal: Approval of the Business Combination — GreenVision’s Board’s Reasons for Approval of the Business Combination” beginning on page 109 for a discussion of the factors that our Board of Directors considered in deciding to recommend the approval of the Business Combination Proposal.

Q:     How many votes do I and others have?

A:     You are entitled to one vote for each share of GVAC common stock that you held as of the Record Date. As of the close of business on the Record Date, there were 3,349,053 issued and outstanding shares of GVAC common stock.

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Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact GVAC’s proxy solicitor at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877
-870-8565
Collect: 206
-870-8565
Email: KSmith@advantageproxy.com

You may also obtain additional information about GVAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

 

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DELIVERY OF DOCUMENTS TO GVAC’s stockholders

Pursuant to the rules of the SEC, GVAC and service providers that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the proxy statement, unless GVAC has received contrary instructions from one or more of such stockholders. Upon written or oral request, GVAC will deliver a separate copy of the proxy statement to any stockholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that GVAC deliver single copies of the proxy statement in the future. Stockholders may notify GVAC of their requests by contacting GVAC as follows:


GreenVision Acquisition Corp.
8 The Green, Suite #4966
Dover, DE 19901
Attn: Chief Financial Officer
Telephone: (302) 289-8280

or

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877
-870-8565
Collect: 206
-870-8565
Email: KSmith@advantageproxy.com

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, including the Merger Agreement executed among GVAC, Helbiz. the Shareholders’ Representative and Merger Sub which is attached as Annex A, and the First Amendment, which is attached as Annex E. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights related to voting, any redemption rights and in the Business Combination.

Unless otherwise specified, all calculations and figures related to number of shares and share percentages assume no exercise of the redemption rights by GVAC’s stockholders, the issuance of the maximum number of shares under the Merger Agreement, the completion of a $30 million PIPE Investment and the issuance of GVAC Shares upon the conversion of the GVAC Rights.

The Parties to the Business Combination

GreenVision Acquisition Corp.

GreenVision Acquisition Corp. is a blank check company formed under the laws of the State of Delaware on September 11, 2019. We were formed for the purpose of engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses or entities. We do not have any business operations. Our type of company is often referred to as a Special Purpose Acquisition Company, or SPAC. Our efforts to identify a prospective target business were not limited to a particular industry or geographic region, although we intended to focus our search on target businesses operating in North America, Europe and Asia (excluding China) in the life sciences and healthcare industries. In connection with our listing application with the Nasdaq Stock Market, we agreed that we would not undertake our initial business combination with any entity with its principal business operations in China.

On November 21, 2019, we consummated our initial public offering of 5,750,000 units (the “GVAC Units”), inclusive of the over-allotment option of 750,000 GVAC Units. Each unit consisted of one share of GVAC common stock, par value $0.00001, one redeemable warrant, and one right to receive one-tenth (1/10) of a share of GVAC common stock upon consummation of a business combination. The GVAC Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (“Private Placement”) with its sponsor, GreenVision Capital Holdings LLC. (“Sponsor”) for the purchase of 2,100,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant, generating total proceeds of $2,100,000, pursuant to the Sponsor Subscription Agreement dated September 19, 2019. In addition, the Company sold to I-Bankers Securities Inc., for $100, a share purchase warrant to purchase up to 287,500 GVAC Shares exercisable at $12.00 per share, commencing on the later of the consummation of the Company’s initial business combination and 360 days from the effective date of the Registration Statement, pursuant to the Share Purchase Warrant dated November 21, 2019.

As of November 21, 2019, a total of $57,500,000 of the net proceeds from the Initial Public Offering, and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders. As of December 31, 2020, the amount held in trust was $58,390,918.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. As previously announced, In August 2020, we entered into a merger agreement for a business combination with Accountable Healthcare America, Inc. (“AHA”). However, on November 24, 2020, we delivered a notice terminating the business combination contemplated by such agreement due to the inability of AHA to satisfy certain of the closing conditions required by the agreement. Other than the proposed transaction with Helbiz, we are not a party to any binding agreement with any other target entity. We presently have no revenue and have had losses since inception from incurring formation and operating costs since completion of our IPO. The GVAC Units, GVAC Shares, GVAC Warrants and GVAC Rights are each quoted on the Nasdaq Capital Market, under the symbols “GRNVU,” “GRNV”, “GRNVW” and “GRNVR”, respectively. Each of GVAC Units consists of one GVAC Share, one GVAC Warrant to purchase one half of a GVAC Share. GVAC Units commenced trading on the Nasdaq Capital Market on November 19, 2019. GVAC Shares, GVAC Warrants and GVAC Rights commenced trading on the Nasdaq Capital Market on December 9, 2019.

 

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Pursuant to our merger agreement with AHA, AHA provided the sum of $575,000 at execution to us which funds were utilized to fund the deposit required to extend our existence from November 21, 2020 to February 21, 2021. Subsequently, upon our execution of the Merger Agreement with Helbiz and the other parties thereto, Helbiz provided a transaction deposit in the sum of $750,000 to us, of which, $575,000 was deposited into our trust account to further extend our existence from February 21, 2021 to May 21, 2021.

On May 12, 2021, following its annual meeting of shareholders, GVAC filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to its Amended and Restated Certificate of Incorporation to extend the date by which it has to consummate a Business Combination with one or more businesses from May 21, 2021 to August 19, 2021 or such later date as provided for in the Extension Amendment. Pursuant to the Extension Amendment, GVAC’s board of directors has the ability to further extend the period of time to consummate a Business Combination up to two additional times after August 19, 2021, each by an additional three months. In order to extend the time available for GVAC to consummate a Business Combination, the Sponsor or other insiders or their respective affiliates or designees must deposit into the Trust Account an amount of $0.10 per Public Share on or prior to the date of the applicable deadline, for each three-month extension. After giving effect to the redemptions as of May 12, 2021, such amount would be $191,155 for each three-month extension (or $382,311 for both extension periods).

In connection with the vote to approve the Extension Amendment, the holders of 3,838,447 shares of the GVAC common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of $39,207,114. As a result, an amount of $19,525,208 remains in the trust account as of May 12, 2021.

Merger Sub

GVAC Merger Sub Inc. is a Delaware corporation and wholly owned subsidiary of GVAC, formed on July 30, 2020 to consummate a business combination. The Merger Sub will merge with Helbiz with Helbiz surviving the merger and continuing as the surviving entity. Helbiz will then be a direct wholly-owned subsidiary of GVAC. The merger is intended to qualify as a reverse triangular merger under Section 368(b) of the Code and related Internal Revenue Service (the “IRS”) regulations.

Helbiz

The information in this section of the summary describes the current and proposed business and operations of Helbiz. Unless the context otherwise requires, all references in this section to “Helbiz,” “we,” “us,” or “our” refer to the current and proposed business and operations of Helbiz.

We provide innovative and sustainable transportation solutions that help people move seamlessly within cities.

Our journey began with e-scooters in Italy in 2018, and today we have evolved into a multi-modal micro-mobility ecosystem offering e-scooters, e-bikes and e-mopeds, while continuing to push boundaries, lead innovation and set new standards in our space. We are changing how people move from A-to-B, allowing users to unlock vehicles on demand with a tap of a button from their smartphone. From being an early mover in Italy and educating users on this new technology, we have today evolved into a multi-modal micro-mobility ecosystem with a parallel media offering and a project to offer food for delivery.

We intend to do our part for a greener tomorrow and take responsibility for our environmental, societal and governance impact as we continue to make the cities we operate in more livable by connecting their residents with more frictionless, affordable, and convenient transportation alternatives. We believe that the world is on the verge of a shift away from car ownership with people looking for alternative ways to travel with ease, beat congestion and benefit our planet.

In developing our business, our focus has always been operations and scalability first. Instead of scaling an unsustainable business, our early investments were centered around our platform, infrastructure and creating the operational efficiencies necessary to grow our business globally. We have established a strong scalable network and technology infrastructure that power millions of rides, users, and vehicles on a daily basis. We are leveraging our platform and reach to continue improve the efficiency and the quality of our offerings and deepen the relationship our users have with us.

We anticipate demand for our services will continue to grow as our multimodal offerings and verticals grow and deepen our influence, integration and impact in local markets. Our operational excellence, local collaboration, innovation focused execution and optimization has positioned us as one of the operational market leaders in the space continuing to push boundaries and technological advancements.

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OUR ADVANTAGE

In a fast-moving industry, we believe that we have proven time after time our ability to adapt and evolve without jeopardizing the timing, quality, and quantity of the service through our agile and well-run structure.

Helbiz’s future-focused approach in the early days over short-term revenues and unsustainable growth paired with our values, and tools and teams has put us in a position to successfully operate in the micro-mobility market in a way that we believe our competitors cannot.

We believe that, among other reasons, the future belongs to Helbiz based on the following strengths:

•        An Established Market Leader — a well-known brand with deep market penetration.    Since we began what we believe is Italy’s first ever shared e-scooter rental in Milan in 2018, we have grown exponentially, and we have become a substantial micro-mobility operator in Italy, based on number of licenses and electric vehicles authorized.

•        A New Regulatory Landscape — that favors conscientious operators.    Over the last few years, a drastic regulatory shift has occurred. Cities have put a cap on the number of operators in a city as well as the number of vehicles per operator leveling the playing field between operators taking away the funding as a competitive advantage and instead shifting the focus from quantity to quality of service in an open bidding — which favors conscientious operators with a core dedication to collaborating with the city granting the license. Quality of service has been the main focus of our company since our inception where we have adopted a collaborative and conscious approach.

•        A Global hyper local approach — our proven relationship with cities we operate in.    We view each city in which we operate through the lens of a partnership between us and that city. By focusing on this partnership, we believe that we will be able to provide a sustainable solution to the city’s reliance on cars.

•        Multiple activities generating revenues — Less dependent on operational income derived from our micro-mobility services.    We have built our platform around several activities and initiatives that generate revenues such as co-branding, advertisement, partnerships, subscriptions and trips.

•        Cutting Edge Technology — Our proprietary technology platform.    Our proprietary technology platform allows us to properly manage, scale, optimize and tailor our offering for each individual market and to rapidly launch new products to serve our cities and customers.

•        An Exceptional Customer Experience.    We have built our platform and experience around our customers from the beginning.

•        Use of Strategic Partnerships — to drive new users and increase adoption.    To further enhance and grow our presence in local markets, we actively focus on partnering with local and national market leaders to expose our fleet and platform to millions of our partners’ existing clients. We have formed partnerships with several players such as: Telepass, Alipay, Trenitalia, E-Pay, Moovit and Miami FC that allow us to tap into existing user bases to quickly boost ridership and credibility when entering new markets.

•        A nascent media offering.    We intend to start offering media content through Helbiz Live, a new internally developed app that is separate from our micro-mobility app. Once Helbiz Live is available (currently expected in August of 2021), Helbiz Live will be available to users of Helbiz Unlimited, our subscription which currently allows a customer to use all our e-scooters and e-bikes by paying a monthly fee, and other subscription models. We intend to debut this service with the start of the 2021-2022 season of the Lega Nazionale Professionisti Serie B (“Serie B”) Italian soccer league as we have acquired a license to stream on Helbiz Live on a live and on-demand basis, in Italy, all soccer games in Italy’s Series B league for the next three seasons. We believe that this media offering will (i) increase the number of subscribers to Helbiz Unlimited or other subscription models, (ii) open up vehicle licensing and other opportunities in the 17 Italian cities that currently have a team in Serie B but where we do not have a presence, (iii) generate revenue from the advertising through Helbiz Live, and (iv) generate additional revenue from the distribution of audiovisual rights, after having been appointed by the Serie B League as its exclusive international audiovisual right distributor (excluding Italy).

•        Our upcoming food preparation and delivery offering. In June 2021, we launched Helbiz Kitchen, our service through which users can order food for delivery through our mobile app. We will capture all the revenues from such orders by preparing the food to be ordered in a ghost kitchen and having it delivered by our own drivers using our e-vehicles. We intend to open our pilot ghost kitchen in an approximately 21,500 square foot facility in Milan, Italy that will provide six menus centered on pizzas, hamburgers, salads, poke, sushi and ice cream. To this end, we have hired about 25 people as chefs, deliver drivers and technical and administrative personnel. In keeping with our ethos of providing eco-friendly offerings, our pilot ghost kitchen will be an all-electric kitchen and we will use biodegradable containers, utensils and packaging in our deliveries instead of plastics.

•        An Innovative Multimodal Platform — broadened reach, value proposition and city integration.    Our multimodal platform offers customers a variety of transportation options on-demand. In 2021, we launched e-mopeds and e-bikes in addition to our e-scooters, to serve different demographics and needs, and we are working on seamlessly integrating public transit to enable riders to optimize their trips across all available offering based on their criteria and preferences.

•        Our in-house operations teams.    Unlike many other micro-mobility companies, we employ in-house operations teams in each market in which we operate rather than hiring outside third-party contractors to maintain our fleets. We believe that this provides a higher quality of fleet maintenance and protects our brand by creating a uniform user experience no matter what city the user is in.

•        A visionary founder led company — Our management team.    We are led by a management team with experience in developing emerging growth companies.

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Our Market Opportunity

Societal, industrial and technological changes are shifting how we move, and they are transforming the mass-transportation market. Transportation is among the largest household expenditures. According to a 2019 report from McKinsey & Company, Micro-mobility is one of the fastest growing sectors in the world with a 19.9% compound annual growth rate and an estimated market potential by 2030 of $300 billion in the United States and $150 billion in Europe. We believe that we are in the early phase of capturing this opportunity and that use of our micro-mobility platform will, among other factors, continue to grow due to:

•        Increasing Urban Population.    We believe that the trend of urbanization amongst young professionals is a large opportunity for the micro-mobility industry as it specifically addresses first- and last-mile transport and connects users with the existing infrastructure. Micro-mobility solutions offer people living in, and visiting, these cities potential benefits, including higher average speeds, less time spent waiting or parking, a lower cost of ownership, and the health benefits of being outdoors, among others.

•        The Rise of New First- and Last-Mile Options.    From a consumer’s perspective, first- and last-mile transportation in congested cities can be inconvenient and costly when using traditional modes of transportation such as mass transit or personal vehicles, as well as when using ride sharing. New shared transportation modes are drastically improving the consumer’s experience, enabling riders to optimize across preferences including cost, comfort, and time.

•        Popularity of On-Demand Services.    Consumers have grown to love and appreciate having their world on demand and now expect to be able to access any product or service instantly on their terms and at their convenience.

•        Urban Planners are Addressing the Issue of Congestion.    Micro-mobility is good for city planning, taking up less space for roads and parking, and complementing mass transit schemes while creating more connected communities. Modern urban planners are actively looking for providers of micro-mobility solutions, are increasingly dedicating lanes to certain micro-mobility vehicles and are repurposing car parking to micro-mobility spaces.

•        Increased Environmental Awareness.    We believe that cities across the world and their residents are increasing their environmental awareness and actively taking steps to reduce their carbon footprint. As such, we believe that e-scooters, e-bicycles and e-mopeds, if approached in a sustainable, collaborative and safe manner with the cities where they operate, provide a feasible solution to this issue by replacing cars for first- and last-mile transport.

•        Hyper-Vertical Super App Trend Provides an Opportunity to Enhance our Platform’s Value.    The hyper-vertical platform model, a variety of the super-app model adopted in Asia, focuses on covering the entire customer journey around a singular product or vertical. We see potential in the long term to gradually add services on top of our existing platform related to urban mobility that will enhance our customer experience when moving around cities and deepen the customers’ engagement while creating added value across services.

Our Platform

Helbiz is built around four pillars: a growing and engaging network, cutting-edge technology, operational superiority and product focus.

A Growing and Engaging Network

Helbiz has developed a growing network of millions of riders, vehicles, trips, drivers and their underlying data, technology and infrastructure. The more trips, pickups or user interactions on our network, the more we are able to improve our network, optimize our operations and raise the quality of our services.

Our strategy is to leverage our fast and organic growth in the micro-mobility services to onboard customers with the intention of converting them to long-term platform users across verticals and with each additional offering, city, service or vertical aimed at increasing the value proposition and longevity of each user.

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Cutting-Edge Technology

Seamlessly Integrated Ecosystem

Helbiz has built a cutting-edge ecosystem of tools, software and hardware for consumers, operations, and drivers to ensure complete transparency, integration and operational efficiencies. Instead of relying on a variety of limited third-party solutions, every tool we use is meticulosity crafted in-house in conjunction with each other to create a symbiotic ecosystem that was specifically built around our operations, practices and needs. The result is a robust and highly functional framework with total operational control. Our main mobile platforms are our Helbiz app for consumers and our Helbiz Driver App for operational drivers managing our fleet. Both platforms are built on our proprietary “Core Platform Engine”. To power our operations, we built a suite of operational tools including our Helbiz Drive App, warehouse and inventory management and analytics, prediction algorithms and dispatch engine. Our entire ecosystem is fully implemented and operational globally.

Core Platform Engine

•        Utilization & Prediction.    Using real time and historical data, our technology helps us predict demand throughout the day and week to help us balance supply and demand and maintain optimal vehicle distribution and rebalancing.

•        Dispatching & Matching Engine.    Our proprietary dispatch engine and algorithms overlook and manage our global fleet of operational drivers globally, autonomously sending tasks, priorities, and routes to each Driver in real-time. In each instance, our algorithms review and consider multiple variables including vehicles, batteries, drivers, warehouses, distances, traffic, locations, inventory as well as utilization prediction and current status.

•        Geofencing.    Using geofencing technology we can properly manage and remotely control our vehicles in accordance with government regulations. We implement a variety of virtual zones in our cities which automatically communicate with and control the setting of our vehicles to prevent clutter, irresponsible usage, and parking by controlling maximum speed, acceleration and disabling the throttle or the entering selected areas such as pedestrian zones or parks.

•        Parking Verifications.    Using our proprietary technology, we are able to create virtual parking zones where customers are directed to pick up and leave our e-vehicles.

•        Streaming Technology.    Our Helbiz Live app integrates our proprietary technology for the front-end authentication process with that of third-party service providers like Comintech S.r.l., an Italian technology company involved in audiovisual distribution, which will manage the back-end processes like feeds collection, encoding, voiceover, the content management system and the content delivery network.

Payment Technologies

We have developed a strong and scalable payment infrastructure that includes a variety of trusted payment options serving a diverse and global demographic. Helbiz has integrated payments as a core part of our technology stack, to be able to continue to innovate and expand to broaden the offering and meet the demands of our users, in deep collaboration with strong payment partners from Stripe, Telepass, Tinaba, E-Pay and Alipay. The result is a flexible payment infrastructure that supports all types of users and their preferences from pre-paying to post-paying for each trip or service with any instrument/service of their choice, including credit cards, debit cards, HelbizCash, Telepass, Alipay and cash through local partners.

In 2019, Helbiz introduced HelbizCash, which is a closed-loop digital wallet allowing customers to add funds upfront, receive rewards and use funds for all services and offerings inside the current and future Helbiz ecosystem as it grows in return for benefits, rewards and incentives.

Artificial Intelligence and machine learning

Recently, we have made AI & Machine Learning one of the key focal points of our development efforts to continue to support and power our operations. We use AI and machine learning, trained on historical transactions, geospatial data and trips, to help predict and optimize fleet utilization. Our utilization prediction paired with real time data, locations and statuses of all vehicles and drivers is the foundation of our Dispatch Engine which help make key decisions and autonomously deliver tasks and manage our Operational Drivers through the Helbiz Drivers App to ensure operational efficiency, maximized fleet utilization, maintenance, pickup/drop offs/battery swaps and re-balancing throughout our cities.

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Operational Superiority

A robust and reliable driver network and infrastructure which ensures that vehicles are properly distributed, batteries charged and maintained is the foundation for the customer experience that we offer. We have built a flexible and scalable infrastructure to autonomously manage our fleets and drivers globally. Every city we operate in has a local on-ground operations team, drivers with extensive local knowledge and a global support system. Our service and platform are built around our operational experience gained over many years to get the operations right instead of rapidly and prematurely scaling. The long-term success, and profitability, of any micro-mobility operator is directly linked to the quality and efficiency of operations. For that reason, we meticulously built each technology tool used in our operations from scratch including warehouse and inventory management, the Helbiz Drivers App, our Dispatch Engine and management tools. All technology tools and platforms were built to work in conjunction with each other, and carefully selected and trained drivers.

•        A hyper-local approach, on a global scale.    One of core values is to approach each new city in a hyper-local manner.

•        In-House drivers.    We believe our early success, both with customers and regulators, is directly linked to our commitment to solely hire and utilize in-house teams for our on-ground operations. Utilizing in-house teams, and not independent contractors like our competitors, allows us to properly train and oversee each worker.

•        AI powered with a human touch.    Our Core Platform Engine monitor all conditions, rides and drivers and real time data to autonomously manage drivers and ensure proper vehicle coverage, freshly charged vehicles while optimizing routes and future deployments to maximize utilization.

•        Support System.    A reliable service starts with the support system we can offer our teams on the ground. We have invested in and trained our own Micro-Mobility support center that supports our drivers.

Service Focus

We provide our services with a care and focus that we believe sets us apart in our journey to power movement at scale in a rapidly changing environment. Our experience is built around the frictionless interaction between our software, our hardware and our cities and relies on our key points: agility, simplicity, and continued innovation.

•        Experienced focused agility.    We aim to provide services that are customer and city focused and have built a highly scalable and flexible infrastructure that allows our teams to rapidly release new features and offerings and adapt to local requirements and needs of local cities.

•        Intuitive simplicity.    We believe the Helbiz experience and app should be an extension of oneself, seamlessly connecting you with your city in a natural and intuitive way and have created a simple platform that is inviting and easy to use.

•        Continuous Innovation.    We have established a dedicated R&D department that is working directly with our manufactures to improve the riding and operational experience, increase vehicle lifespan and optimize profitability.

Benefits of the Helbiz Platform

Key Benefits for Users

Across our mobile platforms and consumer offerings we strive to create an experience that becomes a seamless extension of the user, intuitively creating a convenient, affordable, and reliable experience when interacting with their city.

•        Convenience.    We designed our proprietary technology to provide a convenient and frictionless user experience and well distributed, maintained and charged fleets across a variety of modes to suit the users’ needs. We strive to reduce the friction of moving and to always ensure available vehicles in your vicinity that allow you to beat traffic with ease without the hassle of having to deal with congestion, parking, ownership or cash transactions.

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•        Affordability.    Our dockless e-vehicles enable customers to move and connect with their city at a low cost. For commuters and frequent riders, we introduced unlimited subscription plans in the third quarter of 2020, allowing users to take unlimited 30-minute e-scooter and e-bike trips for a fixed monthly price.

•        Reliability.    We strive to properly serve cities and maintain e-vehicle density to meet the demand in all areas so that users always have access to a charged vehicle when they need one. Reliability is essential and the reason that we solely rely on in-house teams and drivers in our cities for improved accountability, control and response time for the most reliable customer experience.

Key Benefits for Communities/Cities

We believe the foundation for our growth and one of the key indicators for our future success is the amount of positive impact we can generate throughout or local communities in the following ways:

•        Social.    We connect people with their cities and communities, providing easy, fast, and reliable ways to get around directly eliminating the need for cars, private car ownership or parking. Our approach is community first and once we open a city, we engage to become an active part of the local community serving all groups, independent of socioeconomic status.

•        Economic.    We not only offer users flexible and alternative transportation alternatives but are also connect them with existing transit networks. We pride ourselves on serving all communities in our cities and re-balance our fleet to maintain vehicle density throughout the communities to offer a reliable service at a fair price point.

•        Environmental.    We are bringing life back to our cities by reducing congestion and reducing carbon emissions and pollution all while shifting our dependency away from car ownership. This promotes the creation of cities designed for people and not cars.

•        Infrastructural.    We are complementing existing city infrastructure and transport networks, directly increasing their value and connectedness, without requiring cities to spend vast number of resources on large scale public transport expansions with marginal return. We provide citizens with reliable alternatives that allows them to connect with the current transit networks where it was previously difficult.

Value Proposition for Advertisers

•        Unique Targeting.    With Helbiz, businesses have a unique opportunity to connect with potential customers through engaging and visual content. We know where all riding users are at all times and can specifically target them the exact second, they are near an advertiser’s location, or any specified location, to create custom experiences that increase real life conversion and engagement with advertisements.

•        Valuable Audience.    Helbiz has a deep reach in the cities where it operates, with deep support from both government and citizens who are active supporters of our convenient, forward thinking and green initiatives.

•        Environmental.    The growing importance of sustainability and carbon emissions has been one of the key trends in recent years. Communicating sustainability effectively ranks among the most important aspect of brand strategy across all industries. Helbiz allows businesses to seamlessly integrate into our platform and align with our mission with the ability to communicate their message through our well-respected platform.

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Our Offerings and Products

Our Multimodal Experience

Our multimodal platform offers our riders frictionless, efficient, and affordable access to a growing variety of transportation options.

•        E-Scooter, E-Bikes and E-Mopeds.    We have established a network of shared e-scooters, e-bikes and e-mopeds in a number of cities serving the needs or a diverse demographic looking for affordable, efficient, green and more active alternatives for short trips.

•        Streaming Content.    Starting in August 2021, we intend to provide media content to subscribers to Helbiz Unlimited, our offering that provides unlimited monthly use of our e-scooters and e-bikes for a fixed fee, and through other subscription models. We intend to start streaming content in Italy with the 390 games per season of the Italian Serie B soccer league for the next three seasons, and we are looking to offer these games in other countries where we are present. We are also looking to add additional content, with a focus on sporting events, in the near future.

•        Food for delivery.   In June 2021, we launched Helbiz Kitchen, our service through which users can order food that we prepare for delivery through our mobile app. We will capture all the revenues from such orders by preparing the food that is ordered in a ghost kitchen and having it delivered by our own drivers using our e-vehicles. We intend to open our pilot ghost kitchen in an approximately 21,500 square foot facility in Milan, Italy that will provide six menus centered on pizzas, hamburgers, salads, poke, sushi and ice cream.

•        Public Transit.    As a pilot program, we will offer integrated third-party public transit in a frictionless experience allowing users to purchase, store and redeem train tickets directly inside of the Helbiz platform. By integrating public transit into our own proprietary offerings, we will be able to create a more connected transportation network to seamlessly be able to serve across multiple means of transportation within a single journey.

The Helbiz Rider Experience

Our mission is to reshape the transportation industry through innovative and sustainable mobility solutions to create cities made for living that solve the transportation needs of our riders and enable them to reach their destinations quickly, conveniently and affordably. This mission all starts with the Helbiz app, the core part of the Helbiz experience which intuitively connect our users with our vast network of vehicles and platforms. We are determined to provide our users with the best experience and have built a scalable infrastructure that allows us to rapidly add new features, options and platforms.

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Our Rider App

The Helbiz app provides users the ability to get around and connect with their city through a variety of transportation modes The Helbiz app is designed to be lightning fast, intuitive, and frictionless enabling users to rent and ride with ease. Our typical rental process can be summarized in the four steps in the following graphics:

Additional app functionality includes the ability to book and reserve vehicles, briefly pause and lock a vehicle in ride, an extensive help toolkit and spoken, written and in-app support 24 hours per day in six languages. We are dedicated to continuing to improve our platform and features to continue to offer the best experience in the industry.

The Advertisement Experience

Helbiz users are always on the move and interacting with their local communities. Advertisers have the opportunity to put relevant content in front of them at every stage of this journey. Unlike other ad platforms, Helbiz interacts directly with consumers and their environment while they are on-the-go. We have understood this unique opportunity since our early days, but only begun to fully translate it into a value adding ad product suite in late 2020 as our reach and potential significantly increased.

A well-integrated and intelligent advertisement experience is one of the cornerstones that allow us to be less dependent on operational revenues and offer a more competitive service globally. In 2021, we intend to introduce our advertisement initiatives in all markets.

While we are actively working on expanding our offering opportunities and the related tools, it currently includes:

•        Unlock advertisement:    which use Helbiz as a digital billboard to show a full screen video message every time a user unlocks a Helbiz vehicle globally, in a specific city or targeted area;

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•        Location based advertisements:    which trigger advertisements when a user is in the vicinity of a specific location;

•        Map branding:    which enables companies to sponsor pins, parking spots or specific locations on the map; and

•        Vehicle co-branding:    which custom wraps our vehicles for a maximum-visibility, full-takeover campaign, paid per vehicle on a daily basis.

Our Driver App Experience

To ensure our vehicles are properly distributed, charged, maintained and always ready to rent, comes down to our operational excellence. That in turn starts with our drivers and Driver App. Our drivers, and the software that manage them and our fleet, is the glue that makes people depend on us as a part of their daily commute and transportation needs.

The Helbiz Driver App

Every step of their journey, our drivers are guided in an intuitive way to pick up and swap batteries and reposition and maintain vehicles. By tracking every movement, action, route, pickup and drop off, Helbiz has an overview of each city’s operation and is able to support of our operational support teams.

Additional app functionality includes the ability to accept/decline tasks, access to real time vehicle data, a support kit and analytics.

Technology Infrastructure

We have assembled core product teams with a full-stack development model within a broad range of technical areas to help us power our technology platform and vehicles across the globe and the solve the challenges that arise from delivering reliable services in the physical world in real time. We are tech driven at our core and deploy technical innovations to optimize operations, increase oversight while improving our scalability. We have built a mobile first and platform agnostic suite within the micro-mobility space constituting of a series of proprietary tech platforms and drivers, including operational and analytical and optimizing and decision-making tools, that all operate in conjunction. Every individual component is built on top of our scalable tech stack that enables us to manage spikes in usage and rapidly launch new products, features and services.

We developed our platform for autonomy, scalability and high accountability. Our success in a fast-moving industry, and relationships with the cities we operate in, is directly linked to our flexibility and development velocity. We currently use third party, AWS, for cloud computing services to help us deliver and host our platform and quickly

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scale up our services to meet surges in demand and support any product changes we are introducing. We utilize multiple data centers located in the United States and Europe where redundant copies are stored and replicated reliably within each region.

Sales & Marketing

Helbiz is marketing its offering to users through brand advertising, direct marketing and fostering rapid adoption through on-street presence and strategic partnerships. We use a variety of broad campaigns from television ads to strategic joint partnerships with strong local brands to promote our platform and extend our service to existing loyal user bases. On a local street level, Helbiz is devoted to a vast amount of educational and community events where we and our engaging team foster deeper connections in the cities we operate in, while our vehicles act as moving billboards for organic user growth. Our direct marketing is made up of promotions, referrals and time-based incentives where we attract consumers through a tailored combination, depending in the city, of sponsored search, targeted social media, push & text notifications and email campaigns. As we grow, we are focused on optimizing and making our marketing & sales spend more effective in attracting high converting users and in encouraging cross vertical spending in a structured and measurable way to significantly enhance customer retention and lifetime value.

Helbiz Media

We formed Helbiz Media, our wholly-owned subsidiary dedicated to the acquisition and distribution of content over Helbiz Live, a new internally developed app that is separate from our micro-mobility app. From the start, Helbiz Live will be included in our monthly subscription: Helbiz Unlimited, our offering of unlimited monthly e-bike and e-scooter use for a fixed fee, and we may make it available through other subscription models. Helbiz Media’s principal activities will include:

•        Acquiring content.    Helbiz Media is charged with acquiring the rights to stream media content on Helbiz Live, with a focus on acquiring the rights to broadcast sporting events. The first content that Helbiz Media has acquired, for the Italian territory, are approximately 390 regular season games in the Italian Serie B soccer league. League Serie B will take care of the TV productions of all matches and will provide the feeds to Helbiz Media

•        Distributing content.    Some of the content that we acquire the rights to broadcast in a specific territory may be coupled with the right to further distribute such content outside of that territory. For example, our right to broadcast the next three seasons of Serie B soccer games in Italy, includes the right to distribute and commercialize those rights outside of Italy. We intend to generate revenue from such distribution

•        Advertising.    Helbiz Media will coordinate the sale of advertising for our micro-mobility business as well as Helbiz Live.

Helbiz Kitchen

We are preparing a new offering, Helbiz Kitchen, a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals. Users will be able to order meals on our mobile App for delivery to their home, office or other desired location, and we will prepare and deliver such meals using our e-vehicles. We will capture all the revenue from the meal order and the delivery as there will be no middle person.

We launched Helbiz Kitchen in June 2021 with a pilot ghost kitchen in Milan, Italy. Our approximately 21,500 square foot facility in Milan will initially offer six menus of dishes (pizza, hamburgers, poke, salads, sushi and ice cream) for 12 hours a day, seven days a week, and we intend to expand the variety of the menus and the hours of operation in the near future. We have hired approximately 25 people in connection with our ghost kitchen in Milan including chefs, delivery drivers and technical and administrative personnel and intend to increase that number in that ghost kitchen alone to 80.

Platform User Support

The cornerstone of our company and experience is our top-rated customer experience. We have invested and trained our own micro-mobility support center. Our support hub was established in Serbia and is today offering in-app, written, and spoken 24/7 support natively in six languages for customers and drivers around the globe.

Strategy

We are one of the few established micro-mobility operators with a truly scalable infrastructure, deep engagement in our cities and a clear path to capture the opportunity of the fast-growing micro-mobility industry. We plan to leverage our strengths to outperform our competition with the following growth strategies:

•        Grow our Rider base.    We see significant opportunity to continue to grow our rider base. We strive to continue drive organic adoption by continued investments in fleet, brand, and consumer awareness.

•        Increase penetration in our existing markets.    Although in Italy we are currently a market leader based on vehicles authorized and licenses obtained, we see room for further growth and plan to deploy new e-scooters, e-bikes and e-mopeds into both existing and new service areas in order to meet rising demand.

•        Continue expanding into new markets with optimal regulatory conditions and transportation infrastructure.    As authorities around the world begin to adopt acceptable rules and regulations surrounding dock-less e-scooter, e-bike and e-moped sharing, we plan to take advantage of our tech-driven platform, operational excellence and services to offer these cities a sustainable solution. We will continue to work closely with local regulators globally to unlock these markets and establish a long-term and sustainable relationship.

•        Increase our use cases.    We intend to continue to expand our offerings and products to make Helbiz the transportation platform of choice for all demographics and use cases. We aim to offer products to simplify travel decision making, become a fully integrated A-to-B solution within existing transit network while expanding our subscription packages and B2B offerings.

•        Expand multimodal offerings.    We believe that it is essential to address a wide range of transportation needs and preferences for an inclusive offering across demographics. We recently launched e-bikes and e-mopeds in addition to our e-scooters to serve a different demographic and are working on seamlessly integrating public transit to enable riders to optimize their trips across all available offerings based on their preferences.

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•        Leverage our platform to launch new products.    We believe that we can continue to innovate, solve complex challenges and create platforms on top of our robust and scalable technological infrastructure to meet the localized needs of the mass market consumer, who is already using Helbiz daily, with new services from payments solutions, public transportation and food delivery. Each platform offering increases the value of our overall platform, enables us to attract new platform users, deepens the individual engagement and retention within the platform while significantly boosting lifetime value across platform and platform loyalty.

•        Grow rider ecosystem spend.    As we continue to grow our brand loyalty and offerings, products, use cases and customer experience, the stickiness of our customers increase, integrating Helbiz more into their daily lives and routines.

•        Pursue strategic partnerships.    We intend to continue to pursue strategic synergetic partnerships to strengthen our brand, offering and market adoption.

•        Continued research and development to increase vehicle-level economics and user experience.    Our team is constantly developing new ideas for all facets of our business. From continued development on our mobile application to hardware development for our e-scooters, e-bikes and e-mopeds, we are actively pursuing ways to serve our customers and create a sustainable and profitable business.

•        Target non-traditional markets.    We believe that in the rush to compete in the micro-mobility market, many of our competitors have overlooked markets that might not be considered traditional consumers of micro-mobility services. These markets include hotels, amusement parks, convention halls, airports and other third parties that see a need to provide their customers with additional methods of short-distance transportation.

•        Acquire media content to complement our brand.    We intend to acquire high-quality media content that we deem dynamic and vibrant, particularly live sporting events. By expanding the entertainment options available on Helbiz Live, we can increase the appeal of this offering with the goal of adding new subscribers.

•        Launch our Helbiz Kitchen offering and open new ghost kitchens. In June 2021, we launched Helbiz Kitchen, a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals, with the opening of our pilot ghost kitchen in Milan, Italy to be followed with other ghost kitchens in the near future. Through Helbiz Kitchen, we will generate revenues from the sale of the food and from the delivery of it.

•        Invest in technology to strengthen platform and increase efficiency.    We plan to continue to invest in and develop our proprietary technologies and core platform drivers to optimize our operations, autonomy and scalability. These investments will allow us to continue to increase our efficiencies and lower our operational costs offering our riders an affordable and high-quality experience.

•        Grow Advertisement Opportunities.    We believe that we are still in the early stages of building an advertising product suite that fully taps the value of this alignment between pinners and advertisers. We expect to be able to significantly grow our overall advertisement revenues as we roll out advertisement in all cities and combine it with additional and more complex advertisement types and dedicated advertisement management tools for enterprises.

Intellectual Property

We generally rely on trademark, copyright and trade secret laws and employee and third-party non-disclosure agreements to protect our intellectual property and proprietary rights. We are currently in the process of pursuing trademark protection for our name and logos in the United States. Although we believe that our pending trademark applications will be granted by the United States Patent and Trademark Office, such trademarks might not be granted, might be challenged, invalidated, or circumvented or might not provide competitive advantages to us.

We also plan to rely on patents to protect our intellectual property and proprietary technology, to the extent feasible, and plan to consult with intellectual property counsel to determine what patents we may be able to file to protect our intellectual property. As of the date of this proxy statement, we do not have any patents in the United States or any other country, but on November 4, 2019 we filed a patent application in the United States for our smart parking technology (patent application number: 16/673,518). Although we believe that some of our technology may be patentable, such patents might not be granted, might be challenged, invalidated, or circumvented or the rights granted thereunder or under licensing agreements might not provide competitive advantages to us. We believe that due to the rapid pace of technological innovation for technology, mobile and internet products, our ability to establish and maintain a position of technological leadership in the ridesharing industry depends more on the skills of our development personnel than the legal protection afforded our existing technology. (See “Risk Factors”).

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Our success depends in part, upon our proprietary software technology and proprietary App. We have not yet protected our software through copyright or other regulatory measures. Our standard intellectual property confidentiality and assignment agreement with employees, consultants and others who participate in the development of our software might be breached, we might not have adequate remedies for any breach, or our trade secrets might not otherwise become known to or independently developed by competitors. Our efforts to protect our proprietary technology might not prevent others from developing and designing products or technology similar to or competitive with those of ours. Our success depends in part, on our continued ability to license and use third-party technology that is integral to the functionality of our products and App. An inability to continue to procure or use such technology likely would have a material adverse effect on our business, operating results or financial condition.

On March 19, 2021, we entered into a Loan and Security Agreement with several lenders. Pursuant to that agreement, we received a loan of $15 million. In addition to the repayment terms and fees for such loan, Helbiz, granted the lenders a security interest in certain intellectual property including its patents, patent applications and trademarks pending the repayment of the loan.

 We do not intend to create or own any of the media content to be streamed on our Helbiz Live platform; rather, we plan to license such content. We have acquired a three-year license to broadcast for each of the next three seasons all 390 regular season games that are played in the Italian Serie B soccer league. We will not own any of the intellectual property associated with such games, the league or the teams in the league.

Authorizations and licenses in force

We work closely with the cities where we operate to determine the local services we provide. This includes determining fleet size, deployment locations, hours of operation and pricing. After local operations begin, we revise these determinations using real-time data. We consider compliance with requirements around parking, deployment and redistribution, and rider education to be of the utmost importance. We operate in the following cities in the following countries.

Italy

We are a substantial operator in Italy in the micro-mobility environment. We won over 60% of all public tenders in Italy in which we participated in 2020. As of March 20, 2021, we hold 21 individual licenses in 17 cities in Italy for up to 13,250 individual vehicles (excluding e-mopeds). As Italy and its cities continue their micro-mobility expansion and open up for additional licenses and tender offers we anticipate this growth and success ratio will continue to increase. We currently provide, or are scheduled to soon provide, e-scooter, e-bike and e-moped micro-mobility programs in the following areas of Italy:

•        Rome.    authorized to provide free-floating bike sharing services until September 1, 2022 for a maximum of 2,500 pedal assisted bicycles. On 14 September 2020, we received the authorization to deploy up to 2,500 e-scooters.

•        Milan.    authorized on December 2, 2019 for a maximum of 750 e-scooters until July 26, 2021. MiMoto began offering its e-mopeds in Milan in 2017 and has a license to continue operating a fleet without any maximum capacity.

•        Turin.    authorized on December 13, 2019, for a maximum of 500 e-scooters and a maximum of 2,000 pedal assisted bicycles for five years for the bicycles and until July 27, 2021 for electric scooters. MiMoto began offering its e-mopeds in Turin in 2019 and has a license to continue operating a fleet without any maximum capacity.

•        Collegno.    authorized in 2021 for a maximum of 150 e-scooters.

•        Verona.    authorized on September 17, 2019 for a maximum of 250 e-scooters.

•        Parma.    authorized on September 02, 2020 for a maximum of 300 e-scooter. The license will expire in 24 months.

•        Pisa.    authorized for a maximum of 300 e-scooters.

•        Modena.    operations started in September 2020 for a on a one-year license to operate an e-scooter sharing program with a maximum of 200 e-scooters.

•        Ravenna.    authorized for a maximum 350 electric scooters for 24 months.

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•        Cesena.    authorized, exclusively, on July 6, 2020 for a maximum of 200 electric scooters and 400 electric bikes. The license will expire in 24 months.

•        Latina.    authorized, exclusively, on July 23, 2020 for a maximum of 200 e-scooters and 100 e-bikes. The license will expire on July 26, 2022.

•        Pescara.    authorized, exclusively, on July 20,2020 for a maximum of 500 e-scooters. The license will expire in 24 months.

•        Naples.    authorized on September 7, 2020 for a maximum of 900 e-scooters. The license will expire in 24 months.

•        Bari.    authorized on June 4, 2020 for a maximum of 500 e-scooters. The license will expire on July 27, 2022.

•        Montesilvano.    authorized on August 7, 2020, for a maximum of 100 e-scooters. The license will expire on July 27, 2021.

•        Palermo.    authorized on February 2, 2021 for a maximum of 400 e-scooters.

•        H-Farm.    agreement with H-Farm, a large European innovation campus based in Ca Roncade, to be the exclusive micro-mobility operator in the campus offering up to 350 e-scooters and 100 e-bikes.

•        Genoa:    MiMoto began offering its e-mopeds in Genoa in 2019 and has a license to continue operating a fleet without any maximum capacity.

•        Florence:    MiMoto began offering its e-mopeds in Florence in 2020 and has a license to continue operating a fleet of up to 100 e-mopeds.

•        Cesana.    launched in April 2021 for a maximum of 400 e-bicycles.

•        Ferrara.    launched in May 2021 for a maximum of 200 e-scooters and 200 e-bikes.

United States

In 2019, we started our expansion to the United States. As of March 20, 2021, we hold eight (8) licenses, in seven cities. We are currently in the application process for additional licenses and intend to continue to scale and implement our proven business model and platform from Europe across the United States. We currently provide e-scooter and e-bike micro-mobility programs in the following areas the United States:

•        Washington, D.C.    In January 2020, we initiated our e-bike program in the U.S. capital. Pursuant to our license, we can operate a fleet of up to 1,500 e-bikes. We suspended the e-bike services during the COVID-19 pandemic, and we expect to restart the e-bike services later in 2021. In January 2021, we began leasing a license to operate 2,500 e-scooters in Washington, D.C., and we began operating our own vehicles there using our own operations in January 2021. The license is up for renewal in December 2021.

•        Miami, Florida.    In November 2019, we initiated our e-scooter program in Miami with 100 vehicles. The program was suspended multiple times, the latest restart was in the first quarter of 2021. The license is up for renewal in November 2021.

•        Alexandria, Virginia.    In August of 2020, we began providing e-scooter services in Alexandria. Our license allows us to deploy up to 200 e-scooters. The license is up for renewal in October 2021.

•        Arlington, Virginia.    In August of 2020, we began providing e-scooter services in Arlington. Our license allows us to deploy up to 300 e-scooters. The license is up for renewal in October 2021.

•        Atlanta, Georgia.    In May 2020, we were awarded two licenses, one to operate a minimum of 500 e-scooters and another for 500 e-bikes, in Atlanta. We started the Operations in the city, in November 2020. In March 2021, we granted a permit for operating additional 740 e-scooters. Users are not allowed to rent our vehicles in Atlanta between 9 p.m. and 4 a.m. The license expired on June 30, 2021.

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•        Richmond, Virginia.    In October 2020, we were awarded a permit to operate 500 e-scooters in Richmond, and we started the operations in February 2021. Users are not allowed to rent our vehicles in Richmond between 10 p.m. and 6 a.m. The license is up for renewal in January 2022.

•        Jacksonville, Florida.    In October 2020, we were awarded a permit to operate up to 250 e-scooters in Jacksonville with an initial fleet of 100 e-scooters. We started operations there in March 2021. The license is up for renewal in March 2022.

•        Oklahoma City, Oklahoma.    In May 2021, we launched e-scooter services in Oklahoma City, Oklahoma where we have a one-year license to operate up to 250 vehicles.

For more information on Helbiz, please see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Helbiz,” “Information about Helbiz” “Directors, Executive Officers, Executive Compensation and Corporate Governance;” “Helbiz’s Directors and Executive Officers  — Directors After Completion of the Business Combination,” and “Directors, Executive Officers, Executive Compensation and Corporate Governance — Compensation of Directors and Executive Officers of Helbiz.”

Helbiz’s principal business office is located at 32 Old Slip, New York, NY, 32nd Floor, 10005.

The Merger Agreement

On February 8, 2021, GVAC, Merger Sub, the Shareholders’ Representative and Helbiz entered into the Merger Agreement pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Helbiz, with Helbiz surviving the merger in accordance with Section 252 of the Delaware General Business Corporation Law. Helbiz and its subsidiaries will thereafter be direct or indirect subsidiaries of GVAC. Subsequently, the parties entered into the First Amendment on April 8, 2021. For more information about the Business Combination, please see the section entitled “The Business Combination Proposal.” A copy of the Merger Agreement is attached to this proxy statement as Annex A and a copy of the First Amendment is attached to this proxy statement as Annex E.

Consideration to Helbiz Security Holders

Upon the closing of the transactions contemplated in the Merger Agreement (the “Closing”), in consideration for all of the issued and outstanding capital stock of Helbiz, the maximum number of GVAC Shares which may be issued to the Helbiz securityholders consists of 30,000,000 GVAC Shares (inclusive of GVAC Shares that will underlie options to be issued to current holders of vested Helbiz options if they are exercised on a cashless basis), plus up to approximately 3,506,000 options to purchase GVAC Shares to be issued to current holders of unvested Helbiz options. We estimate that the Helbiz securityholders will receive approximately 24,232,000 GVAC Shares and vested options to acquire 3,008,000 GVAC Shares based on Helbiz’s estimated net closing debt of $27,600,000, approximately 836,000 of Helbiz options having vested at the time of the Business Combination and being exercised on a cashless basis, and that the Closing Consideration Conversion Ratio under the Merger Agreement is 4.60. If such vested options are exercised for cash, we estimate that we would issue options to purchase 3,844,000 GVAC Shares. Further, we estimate that the holders of unvested Helbiz options at the time of the Business Combination will receive approximately 3,506,000 options. Of such estimated number of GVAC Shares to be issued, we estimate that will issue approximately (a) 10,119,482 GVAC Class A common shares and (b) 14,112,070 GVAC Class B common shares, which shares of Class B common stock will be issued to Salvatore Palella, the founder of Helbiz (the “Founder”). The aggregate number of shares of GVAC Common Stock to be issued, including shares underlying options to be exchanged for vested Helbiz options, shall be determined by subtracting the “Closing Net Debt” of Helbiz (as defined in the Merger Agreement) from the agreed valuation of $300,000,000, and dividing such difference by $10.00, which represents the agreed valuation of one (1) share of GVAC Common Stock at the Closing of the Business Combination. Of such shares to be issued at Closing, 1,600,000 shares of GVAC Class B Common Stock issuable to the Founder will be placed in escrow for a period of up to 24 months to provide for indemnification claims which may be brought by GVAC as described in the section entitled “The Merger Agreement”. However, in accordance with the terms of the Merger Agreement, in the event that the Closing Net Debt of Helbiz is different from the assumption stated above, and some or all of the vested options of Helbiz are exercised with cash, the allocation of the GVAC Shares issuable to the Helbiz security holders will change.

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Of the GVAC Shares to be delivered at Closing, the holders of Helbiz common stock will receive, in exchange for the Helbiz shares owned by such persons, shares of a class of common stock of GVAC to be established and designated as “Class A Common Stock”, except that if any such Helbiz shares are owned by Salvatore Palella, as the Founder of Helbiz, such shares will instead be exchanged for a number of shares of a class of common stock of GVAC to be established and designated as “Class B Common Stock”. The number of shares of GVAC Common Stock (whether Class A or Class B) that each Helbiz shareholder shall receive will be equal to the product obtained by multiplying the number of shares of common stock of Helbiz held by such stockholders by the Closing Consideration Conversion Ratio (as defined in the Merger Agreement).

The shares of GVAC Class B Common Stock will have the same economic terms as the shares of GVAC Class A Common Stock in all material respects, but the shares of Class A Common Stock will be entitled to one (1) vote per share, and the shares of GVAC Class B Common Stock will, for a period of up to 24 months from the Closing, be entitled to such number of votes per share equal to the lesser of (i) ten (10) votes per share or (ii) such number of votes per share such that the total number of shares of GVAC Class B Common Stock issued to the Founder represent, in the aggregate, no more than 60% of all of the then outstanding voting securities of GVAC. Except for certain permitted transfers, any shares of GVAC Class B Common Stock that are transferred by the Founder will automatically convert into shares of GVAC Class A Common Stock. In addition, the outstanding shares of GVAC Class B Common Stock will automatically convert into shares of GVAC Class A Common Stock (i) at the option of such holder or (ii) upon the earlier of the death of the Founder, the consent of a majority of the holders of Class B Common Stock, or a date that is two (2) years from the Closing of the Business Combination.

Prior to the effective time of the Business Combination, all outstanding warrants of Helbiz shall be exercised or cancelled by the holders thereof, and the shares of Helbiz common stock then issued and outstanding shall be exchanged for GVAC Class A Common Stock upon the closing of the Business Combination. Unless exercised prior the effective time of the Business Combination, a total of 1,598,800 currently outstanding options of Helbiz, whether vested or unvested, will be exchanged for approximately 7,350,412 new options of GreenVision to be granted under the 2021 Omnibus Incentive Plan at the closing. Each Helbiz Option that is outstanding immediately prior to the effective time of the Closing, will be converted into an option to purchase a number of shares of GVAC Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of GVAC Class A Common Stock subject to such option immediately prior to the Closing and (ii) the closing consideration conversion ratio, as defined in the Merger Agreement (the “Consideration Conversion Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such option immediately prior to the effective time of the Closing divided by (B) the Consideration Conversion Ratio. Further, outstanding shares of Helbiz preferred stock shall also be converted into Helbiz common stock, which shares shall thereafter be exchanged for GVAC Class A Common Stock. Outstanding notes issued by Helbiz shall, at or prior to Closing, similarly be converted into Helbiz common stock and exchanged for GVAC Class A Common Stock or repaid and cancelled.

As described in this Proxy Statement, the parties have assumed that all the vested and unexercised stock options of Helbiz are exercised on a cashless basis in accordance with the terms of the award agreements for such options, as permitted under the Helbiz 2020 Equity Incentive Plan. Two business days prior to the Closing of the Business Combination, all remaining unexercised, vested stock options of Helbiz shall be deemed, solely for purposes of calculating the Closing Consideration Conversion Ratio, to have been exercised on a cashless basis; to the extent that any such options were exercised for cash no later than two business days prior to the Closing, the cash actually received in consideration of the exercise of such options by Helbiz shall reduce Closing Net Debt, in accordance with the First Amendment.

PIPE Investment

As a condition to closing of the Business Combination, GVAC and Helbiz agreed to cooperate and use their best efforts to consummate a PIPE Investment with institutional investors effective with the Closing resulting in proceeds of at least $30 million to GVAC (the “PIPE Investment”). Pursuant to subscription agreements entered into by GVAC with such investors on March 10, 2021, GVAC intends to offer and sell a minimum of $30 million of shares of its Class A Common Stock and warrants to purchase additional shares of Class A Common Stock (the “PIPE Warrants”) at an offering price of $10.00 to purchase one share of GVAC Class A Common Stock and one PIPE Warrant. It is anticipated that each PIPE Warrant will entitle a holder to purchase one share of GVAC Class A Common Stock at an exercise price of $11.50 per share. It is also anticipated that the PIPE Investment

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will be consummated substantially concurrently with the closing of the Business Combination, subject to the terms and conditions contemplated by the subscription agreements. We have agreed with the subscribers in the PIPE Investment that within 30 days of the Business Combination we will file a registration statement with the SEC for the resale of GVAC Shares and GVAC Shares underlying the PIPE Warrants.

See the Section entitled “The Merger Agreement — The PIPE Investment” for a further discussion of the proposed PIPE Investment.

For more information about the Business Combination procedures and terms and consideration to the Helbiz securityholders, please see the section entitled “The Business Combination Proposal.”

Management and Board of Directors Following the Business Combination

Effective as of the closing date, the Board of Directors of GVAC will consist of five (5) members, one of whom will be designated by our Sponsor and four of which will be designated by Helbiz. The members designated by Helbiz will include Salvatore Palella, Giulio Profumo, Kimberly L. Wilford, and Guy Adami, and the member designated by GVAC will be Lee Stern, who presently is on the board of directors of GVAC. Mr. Palella, will be the Chief Executive Officer of GVAC and Helbiz after the consummation of the Business Combination. Under the rules of the Nasdaq Stock Market, as long as we are not a “controlled company” under The Nasdaq Stock Market listing requirements, a majority of our board members must qualify as independent directors and certain of our board’s committees (notably the audit committee, the compensation committee and, if existing, the nominating committee) must be comprised of independent directors. Although upon completion of the Business Combination, we will be a “controlled company”, Helbiz has indicated that it does not intend to avail itself of those exemption available to controlled companies. Our independent directors will be Lee Stern, Kimberly L. Wilford, and Guy Adami. See “Directors and Executive Officers after the Business Combination” for additional information.

Other Agreements Relating to the Business Combination

Payment of Transaction Deposit by Helbiz

Simultaneously with the execution of the Merger Agreement, Helbiz made payment of a deposit in the sum of $750,000 to GVAC, a portion of which funds has been utilized to provide the deposit required to extend the existence of GVAC from February 21, 2021 to May 21, 2021. The balance of such funds may be used by GVAC to fund expenses. On February 10, 2021, GVAC deposited $575,000 of such funds into its IPO trust account to extend its existence to May 21, 2021.

Extension of GVAC Duration

In addition, GVAC has agreed that in the event that Helbiz fails to deliver its audited financial statements for the two fiscal years ended December 31, 2020 by March 15, 2021, GVAC shall take all necessary actions to extend the date by which it is required to complete a Business Combination from May 21, 2021 to a subsequent date as reasonably determined by the parties for the purpose of allowing the parties to consummate the Business Combination.

On May 12, 2021, following its annual meeting of shareholders, GVAC filed the Extension Amendment with the Secretary of State of the State of Delaware to extend the date by which it has to consummate a Business Combination with one or more businesses from May 21, 2021 to August 19, 2021 or such later date as provided for in the Extension Amendment. Pursuant to the Extension Amendment, GVAC’s board of directors also has the ability to further extend the period of time to consummate a Business Combination up to two additional times after August 19, 2021, each by an additional three months to complete our initial Business Combination. In order to extend the time available for GVAC to consummate a Business Combination, the Sponsor or other insiders or their respective affiliates or designees must deposit into the Trust Account an amount of $0.10 per Public Share on or prior to the date of the applicable deadline, for each three-month extension. After giving effect to the redemptions as of May 12, 2021, such amount would be $191,155 for each three-month extension (or $382,311 for both extension periods).

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Employment Agreements

At the closing of the Business Combination, GVAC will enter into employment agreements with the following persons, all of whom will be deemed senior executives of GVAC and are presently engaged as employees or as consultants in the Helbiz business:

Salvatore Palella, as Chairman and Chief Executive Officer;

Giulio Profumo, as Chief Financial Officer;

Stefano Ciravegna, as Chief Strategy Officer;

Jonathan Hannestad, as Chief Operating Officer;

Lorenzo Speranza, as Chief Accounting Officer;

Nemanja Stancic, as Chief Technology Officer;

Emanuele Liatti, as Chief Product Officer; and

Matteo Mammi, as Helbiz Media Chief Executive Officer

See “Directors and Executive Officers after the Business Combination” for additional information.

Registration Rights Agreement

At the closing of the Business Combination, GVAC will enter into a Registration Rights Agreement with the Helbiz security holders, substantially in the form attached as Annex B to this proxy statement, which provides certain demand and piggy-back registration rights to the Helbiz security holders for the shares of GVAC Class A Common Stock received by them. The demand registration rights may not be exercised until expiration of the lock up period. Subject to certain exceptions, the Company will bear all registration expenses (as defined in the Registration Rights Agreement).

Lock-Up Agreements

Under the terms of the Merger Agreement, it was agreed upon by the parties that certain of the Helbiz stockholders will enter into a Lockup Agreement (the “Lockup Agreement”) pursuant to which such stockholders shall abide by restrictions on transfer with respect to the shares of GVAC Class A Common Stock and in the case of the Founder, shares of GVAC Class B Common Stock received as consideration for the consummation of the Business Combination. Such transfer restrictions begin at Closing and end at the date that is (i) twelve (12) months after the Closing with respect to the Founder and (ii) six (6) months following the Closing with respect to other Helbiz shareholders owning at least 75,000 shares of Helbiz. Under the Lockup Agreement, such stockholders, will be prohibited from (i) the offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of the GVAC’s Common Stock, or any other securities of the GVAC convertible into or exercisable or exchangeable for any shares of such GVAC’s Common Stock (collectively, the “Lockup Shares”); (ii) entering into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Lockup Shares, whether any such transaction is to be settled by delivery of the Lockup Shares or other securities, in cash or otherwise; or (iii) making any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lockup Shares.

Indemnification Escrow Agreement

In connection with the Business Combination, GVAC, the Founder, and GVAC’s transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”) will enter into a stock escrow agreement for the escrow of the 1,600,000 indemnification escrow shares consisting of shares of GVAC Class B Common Stock) to be deposited by the Founder for a period of up to twenty-four (24) months after the Closing Date to satisfy any potential indemnification claims pursuant to the Merger Agreement.

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Redemption Rights

Pursuant to GVAC’s Amended and Restated Certificate of Incorporation, holders of public shares of Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two (2) business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by the total number of then outstanding public shares, subject to the limitations described herein. As of May 24, 2021, this would have amounted to approximately $10.21 per share.

You will be entitled to receive cash for any public shares of GVAC common stock to be redeemed only if you vote your public shares on the Business Combination Proposal and:

(i)     (a) hold public shares of common stock, or (b) hold public shares of common stock through Units and you elect to separate your Units into the underlying public shares of common stock and Public Warrants prior to exercising your redemption rights with respect to the public shares of common stock; and

(ii)    prior to 5:00 p.m., Eastern Time, on August 9, 2021, (a) submit a written request to the Transfer Agent, that GVAC redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the Depository Trust Company.

To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of July 23, 2021, the Record Date for the special meeting. Accordingly, if you purchase public shares after the Record Date you will not be able to redeem your shares upon consummation of the Business Combination unless you have either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with your instructions, or (ii) obtain a proxy from the seller/transferor which authorizes you to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal.

Holders of outstanding Units must separate the underlying shares of common stock and Public Warrants prior to exercising redemption rights with respect to the common stock. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the shares of GVAC common stock from the Units. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares of GVAC common stock for cash and will no longer own shares of GVAC following the Closing of the Business Combination. Such a holder will be entitled to receive cash for its public shares of GVAC common stock only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section titled “The Special Meeting of GVAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares of common stock for cash.

Impact of the Business Combination on the Public Float and Shares outstanding of GVAC

Assuming there are no further redemptions of our public shares, that Helbiz’s closing net debt at the time of the Business Combination is $27,600,000, approximately 836,000 of Helbiz options having vested at the time of Business Combination are exercised on a cashless basis, the issuance of 3,000,000 GVAC Shares in the PIPE investment, and the issuance of GVAC Shares upon the conversion of the GVAC Rights, GVAC will issue the Helbiz shareholders approximately 24,232,000 GVAC Shares, issue options to acquire approximately 3,008,000 GVAC Shares to the holders of vested Helbiz options (if exercised on a cashless basis), and have an aggregate of approximately 31,155,604 shares issued and outstanding. In addition, we estimate that GVAC will issue the holders of unvested Helbiz options, new options to acquires approximately 3,506,000 shares under the 2021 Omnibus Plan. Of such amount, it is anticipated that upon completion of the Business Combination, the ownership of the issued and outstanding shares of GVAC Common Stock of the post-Merger company will be as follows:

•        GVAC public stockholders (which excludes our Sponsor) will own 1,911,553 GVAC Class A common shares, which will represent approximately 6.1% of our common shares and 4.5% of the voting power of our common shares;

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•        Our Sponsor, officers and directors will own 1,437,500 GVAC Class A common shares, which will represent approximately 4.6% of our common shares and 3.4% of the voting power of our common shares;

•        Our holders of GVAC Rights will own 575,000 GVAC Class A common shares, which will represent approximately 1.8% of our common shares and 1.3% of the voting power of our common shares;

•        Helbiz former shareholders (excluding the Founder), will own approximately 10,119,482 GVAC Class A common shares, which will represent approximately 32.5% of our common shares and 23.7% of the voting power of our common shares;

•        the Founder will own approximately 14,112,070 GVAC Class B common shares, which will represent approximately 45.3% of our common shares and 60% of the voting power of our common shares; and

•        the PIPE Investors will own 3,000,000 GVAC common shares, which will represent approximately 9.6% of our common shares and 7.0% of the voting power of our common shares.

Assuming (i) redemption by holders of 443,026 shares of GVAC’s common stock (based upon no redemptions by our Sponsor, officers or directors and maintaining a number of shares to maintain at least $15,000,000 in assets at a value of $10.00 per share),that Helbiz’s closing net debt at the time of the Business Combination is $27,600,000, the issuance of 3,000,000 GVAC Shares in the PIPE investment, and the issuance of GVAC Shares upon the conversion of the GVAC Rights and the issuance of options to acquire approximately 3,008,000 GVAC Shares to the holders of vested Helbiz options (if such vested options are exercised on a cashless basis), GVAC will issue the Helbiz shareholders approximately 24,231,551 GVAC Shares and GVAC will have approximately 30,712,578 shares issued and outstanding at closing of the Business Combination. In addition, we estimate that GVAC will issue the holders of unvested Helbiz options, new options to acquires approximately 3,506,000 shares under the 2021 Omnibus Plan. Of such amount, it is anticipated that upon completion of the Business Combination, the ownership of the issued and outstanding shares of GVAC common stock of the post-Merger company will be as follows:

•        GVAC public stockholders (which excludes our Sponsor) will own 1,468,527 GVAC Class A common shares, which will represent approximately 4.8% of our common shares and 3.5% of the voting power of our common shares;

•        Our Sponsor, officers and directors will own 1,437,500 GVAC Class A common shares, which will represent approximately 4.7% of our common shares and 3.5% of the voting power of our common shares;

•        Our holders of GVAC Rights will own 575,000 GVAC Class A common shares, which will represent approximately 1.9% of our common shares and 1.4% of the voting power of our common shares;

•        Helbiz former shareholders (excluding the Founder), will own approximately 10,119,482 GVAC Class A common shares, which will represent approximately 32.9% of our common shares and 24.4% of the voting power of our common shares;

•        the Founder will own approximately 14,112,070 GVAC Class B common shares, which will represent approximately 45.9% of our common shares and 60% of the voting power of our common shares; and

•        the PIPE Investors will own 3,000,000 GVAC Class A common shares, which will represent approximately 9.8% of our common shares and 7.2% of the voting power of our common shares (assuming that $30,000,000 of GVAC Class A common shares are subscribed for in the PIPE Investment).

The ownership percentages with respect to the post-Business Combination company set forth above do not take into account:

(a)     shares underlying issued and outstanding GVAC Warrants issued in our IPO (5,750,000 warrants) that will remain outstanding immediately following the Business Combination;

(b)    the issuance of any shares of GVAC Common Stock upon exercise of 287,500 warrants held by the underwriter in our IPO;

(c)     shares underlying the 2,100,000 Private Warrants held by our Sponsor;

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(d)     warrants to purchase 3,000,000 shares of Class A Common Stock issuable as part of the PIPE Investment; and

(e)     options to acquire an aggregate of approximately 3,008,000 shares of GVAC Class A Common Stock which will be issued to holders of vested Helbiz options converting on a cashless basis prior to the closing of the Business Combination or options to acquire an aggregate of approximately 3,844,000 shares of GVAC Class A Common Stock which will be issued to holders of vested Helbiz options exercising for cash prior to the closing of the Business Combination, and options to acquire an aggregate of approximately 3,506,000 shares of GVAC Class A Common Stock which will be issued to holders of unvested Helbiz options prior to the closing of the Business Combination.

After giving effect to the exercise and conversion of all securities, ownership and voting control of our Sponsor, officers and directors will be as follows:

 

    Assuming No
Redemptions
(1)
   Assuming Maximum
Redemptions
(2)
 
    Shares    Ownership %(3)    Voting %(3)    Shares    Ownership %(3)    Voting %(3) 
Sponsor and affiliates(4)   3,537,500    7.1%   4.0%   3,537,500    7.2%   4.0%
____________

(1) This presentation assumes no additional holders of our common stock exercise their redemption rights with respect to their redeemable common stock upon the Closing.

(2)  This presentation assumes the maximum redemption of our public shares to maintain at least $15 million in assets in our trust account).

(3)  Percentage calculations assume the exercise and conversion of: (i) 5,750,000 public warrants, (ii) 287,500 warrants issued to the underwriter in our Initial Public Offering, (iii) 2,100,000 private placement warrants, (iv) 3,000,000 PIPE Warrants, (v) 7,350,000 options to be issued to Helbiz employees, and (vi) 575,000 shares issuable upon conversion of the GVAC Rights.

(4)  Holdings of the listed category of stockholder consists of the sponsor shares held by the Sponsor and our current officers and directors and 2,100,000 shares issuable upon exercise of the private warrants held by the Sponsor.

If the actual facts are different than these assumptions, the percentage ownership and percentage of voting power retained by our public stockholders following the Business Combination will be different.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” and “Directors, Executive Officers, Executive Compensation and Corporate Governance” — “Directors After Completion of the Business Combination”.

The Proposals

At the special meeting, stockholders of the Company will be asked to vote:

•        To approve the Merger Agreement, dated as of February 8, 2021 by and among GVAC, Helbiz. the Shareholders’ Representative and GVAC Merger Sub Inc., as amended by the First Amendment, and the transactions contemplated thereby (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve the amendment to the Amended and Restated Certificate of Incorporation of GVAC. This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

•        To approve the GreenVision Acquisition Corp. 2021 Omnibus Long-Term Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

•        To approve the issuance of more than 20% of the issued and outstanding common stock of GVAC pursuant to the terms of the Merger Agreement and the PIPE Investment, as required by Listing Rules 5635(a)(b) and (d) of the Nasdaq Capital Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 4.”

•        To elect Salvatore Palella, Giulio Profumo, Kimberly L. Wilford, Guy Adami and Lee Stern to serve as directors on the Board of Directors of GVAC upon the consummation of the Business Combination until the next annual meeting of stockholders of GVAC or until their successors are elected and qualified. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

•        To approve the adjournment of the special meeting, if necessary or advisable, in the event GVAC does not receive the requisite stockholder vote to approve the one or more presented to the stockholders for vote and proposals included in this proxy statement. This proposal is called the “Adjournment Proposal” or “Proposal No. 6.”

Please see the sections entitled “The Business Combination Proposal,” “The Charter Amendment Proposal”, “The Equity Plan Adoption Proposal,” “The Nasdaq 20% Proposal” “The Director Election Proposal” and “The Adjournment Proposal”, for more information on Proposals 1 through 6.

Voting Securities, Record Date

As of the record date of July 23, 2021 there were 3,349,053 shares of common stock of GVAC issued and outstanding. Only GVAC stockholders who hold common stock of record as of the close of business on July 23, 2021 are entitled to vote at the special meeting of stockholders or any adjournment of the special meeting.

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Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the issued and outstanding GVAC Shares present in person or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “against” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of all then issued and outstanding GVAC Shares of entitled to vote thereon at the special meeting, or any adjournment. Accordingly, abstentions or a broker non-vote will have the same effect as a vote against this proposal.

The Director Election Proposal is decided by a plurality of the votes cast by the stockholders present in person or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have no effect on the outcome of any vote on the Director Election Proposal.

As of the record date, GVAC’s Sponsor and other initial stockholders owned, either directly or beneficially, and were entitled to vote 1,437,500 GVAC Shares, or approximately 43% of GVAC’s issued and outstanding common stock (after giving effect to the redemption of 3,838,447 public shares following our annual meeting held on May 12, 2021). With respect to the Business Combination, GVAC’s Sponsor and other initial stockholders have agreed to vote their respective GVAC Shares in favor of the Business Combination Proposal. They have also indicated that they intend to vote in favor of the other proposals.

Date, Time and Place of Special Meeting

The special meeting will be a virtual meeting conducted exclusively via live webcast starting at 11:00 a.m., Eastern time, on August 11, 2021, or at such other date, time and place to which the meeting may be adjourned or postponed, to consider and vote upon the proposals. You may attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://www.cstproxy.com/greenvisionacquisition/sm2021 and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company. Additionally, you have the option to listen to the special meeting by dialing +1-888-965-8995 (toll-free within the U.S. and Canada) or +1-415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 98763184#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

Registering for the Special Meeting

Pre-registration at https://www.cstproxy.com/greenvisionacquisition/sm2021 is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual meeting should register for the meeting by August 9, 2021. To register for the special meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

•        If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only special meeting, go to  https://www.cstproxy.com/greenvisionacquisition/sm2021, enter- the 12-digit control number included on your proxy card or obtained through Continental Stock Transfer & Trust Company and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

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Anticipated Accounting Treatment

The Business Combination will be treated by GVAC as a “reverse merger” in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For accounting purposes, Helbiz is considered to be acquiring GVAC in this transaction. Therefore, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Helbiz is issuing stock for the net assets of GVAC. The net assets of GVAC will be stated at historical cost, with no goodwill or other intangible assets recorded. The post-acquisition financial statements of GVAC will show the consolidated balances and transactions of GVAC and Helbiz as well as comparative financial information of Helbiz (the acquirer for accounting purposes).

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Merger Agreement are not subject to any federal or state regulatory requirements or approvals, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Consummation of the Business Combination (and the issuance of the shares to the Helbiz securityholders and in the PIPE Investment) will require listing approval from the Nasdaq Stock Market Inc.

Appraisal Rights

Holders of GVAC Shares are not entitled to appraisal rights under Delaware law in connection with any of the Proposals.

Stockholder Interests of Certain Persons in the Business Combination

When you consider the recommendation of GVAC’s Board of Directors in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that GVAC’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

•        Under GVAC’s Amended and Restated Certificate of Incorporation and after giving effect to the extension periods permitted to us, if the proposed Business Combination is not completed by August 19, 2021, and GVAC does not further extend such date, GVAC will be required to liquidate. In such event, the 1,437,500 Sponsor Shares held by GVAC’s Sponsor and two directors, which were acquired prior to the IPO for an aggregate purchase price of $25,000 will be worthless. Such common stock had an aggregate market value of approximately $14,676,875 based on the closing price of GVAC’s common stock of $10.21 on the Nasdaq Capital Market as of the record date of July 23, 2021

.•        Further, if the proposed Business Combination is not completed by August 19, 2021, and GVAC does not extend such date, the 2,100,000 Private GVAC Warrants purchased by our Sponsor, for a total purchase price of $2,100,000, will be worthless. Such Private GVAC Warrants had an aggregate market value of approximately $1,929,900 based on the closing price of GVAC’s warrants of $0.919 on the Nasdaq Capital Market as of the record date

•        If the proposed Business Combination is completed, the approximate dollar value of the Sponsor Shares held by the Sponsor and the other initial stockholders in the post-combination company, based on the transaction value would be approximately $13,545,000 (assuming no further redemptions by the public stockholders and approximately $13,530,000 (assuming maximum redemptions). Further, the approximate dollar value of such Sponsor Shares based on recent trading prices would be $14,633,750, based on the closing price of GVAC Shares of $10.18 on the Nasdaq Capital Market as of June 24, 2021. Such accretion in value over the purchase price paid by the Sponsor for its founder shares would result in the Sponsor earning a positive rate of return on its investment, which could occur even if other GVAC stockholders experience a negative rate of return on their investment in the post- Business Combination company.

•        The exercise of GVAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in GVAC stockholders’ best interest.

•        If the Business Combination is completed, GVAC will designate one (1) member to the Board of Directors of GVAC. Mr. Lee Stern, who is currently a director of GVAC, and is an independent director, will serve as the nominee of GVAC.

Recommendations of the Board of Directors to Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Board of Directors of GVAC has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of GVAC and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the GVAC Board of Directors reviewed various industry and financial data and the due diligence and evaluation materials provided by Helbiz including forward looking summarized

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financial forecasts for the Helbiz businesses for the years 2021 to 2025 including projected revenues and EBITDA. In addition, the GVAC Board of Directors obtained a fairness opinion from an independent third party (Colliers Securities LLC) on which to base its assessment and recommendation to its stockholders in favor of the Business Combination. GVAC’s Board of Directors recommends that GVAC stockholders vote:

•        FOR Proposal No. 1, the Business Combination Proposal;

•        FOR Proposal No. 2, the Charter Amendment Proposal;

•        FOR Proposal No. 3, the Equity Plan Adoption Proposal;

•        FOR Proposal No. 4, the Nasdaq 20% Proposal;

•        FOR Proposal No. 5, the Director Election Proposal; and

•        FOR Proposal No. 6, the Adjournment Proposal.

Recent Developments

Nasdaq Listing Standards

On March 16, 2021, we received a letter from The Nasdaq Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) (the “Letter’”) stating that the Staff of Nasdaq, having reviewed the Company’s submission of materials setting forth the Company’s plan of compliance has determined to grant the Company an extension to regain compliance with Listing Rule 5620(a) (the “Rule”). The Rule requires that a company hold an annual meeting within twelve (12) months of the end of a company’s fiscal year. Previously on January 5, 2021, the Staff notified the Company that it was in noncompliance with the Rule and provided the Company with 45 calendar days within which to submit a plan to regain compliance with the Rule, which plan was submitted in a timely manner. According to the Letter, the Staff of Nasdaq has granted the Company an extension until June 29, 2021 to regain compliance with the Rule by holding an annual meeting of shareholders. The Company submitted a plan to Nasdaq within the 45-day period and held its annual meeting of shareholders on May 12, 2021 at which it elected its current board of directors.

Working Capital Loans

On March 23, 2021, we issued a note payable to Helbiz pursuant to which, Helbiz loaned us $300,000. On June 17, 2021, we issued a note payable to Helbiz pursuant to which Helbiz loaned us $67,000. On July 15, 2021, we issued a note to Helbiz pursuant to which Helbiz loaned us $28,000. We intend to use the proceeds from these notes for additional working capital purposes. Neither of these notes bears interest, and each is payable on the earlier of (i) the date on which GreenVision consummates the Business Combination with Helbiz or (ii) the date on which the Merger Agreement is terminated in accordance with the terms thereof. Each of these notes further provides, however, that any payment due upon the closing of the Business Combination will be made by reducing Closing Net Debt (as defined in the Merger Agreement) by the amount due under such note. Further, each note is subject to customary events of default, including our failure to pay the principal amount due within five business days of the maturity date and certain bankruptcy events.

Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 40 of this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of GVAC and Helbiz to complete the Business Combination and (ii) the business, cash flows, financial condition and results of operations of the combined companies following consummation of the Business Combination.

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HELBIZ SUMMARY FINANCIAL INFORMATION

The data below as of the three months ended March 31, 2021 and 2020 and the years ended December 31, 2020 and 2019 and for the two (2) years in the period ended December 31, 2020 has been derived from Helbiz’s audited consolidated financial statements for such years, which are included in this proxy statement. Historical results are not necessarily indicative of the results to be expected for future periods.

The auditor’s opinion accompanying the audited financial statements of Helbiz for the year ended December 31, 2020 include an explanatory paragraph regarding Helbiz’s ability to continue as a going concern.

The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Helbiz” and Helbiz’s audited financial statements and notes thereto included elsewhere in this proxy statement.

 

March 31,
(dollar amounts in thousands,
except per share data)

 

December 31,
(dollar amounts in thousands,
except per share data)

   

2021

 

2020

 

2020

 

2019

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

1,015

 

 

$

509

 

 

$

4,418

 

 

$

1,079

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

4,502

 

 

 

1,341

 

 

 

7,870

 

 

 

2,022

 

Research and Development

 

 

576

 

 

 

199

 

 

 

1,604

 

 

 

445

 

Sales and marketing

 

 

1,133

 

 

 

854

 

 

 

4,808

 

 

 

1,404

 

General and administrative

 

 

3,956

 

 

 

1,298

 

 

 

10,075

 

 

 

4,589

 

Total operating expenses

 

 

10,167

 

 

 

3,692

 

 

 

24,357

 

 

 

8,460

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(9,152

)

 

 

(3,183

)

 

 

(19,939

)

 

 

(7,381

)

Total other expenses, net

 

 

(4,911

)

 

 

851

 

 

 

(4,620

)

 

 

(328

)

Income Taxes

 

 

(2

)

 

 

(2

)

 

 

(14

)

 

 

 

Net Loss

 

 

(14,065

)

 

 

(2,334

)

 

 

(24,573

)

 

 

(7,709

)

Dividend to Series A Preferred Stockholders

 

 

(35

)

 

 

(189

)

 

 

(231

)

 

 

(242

)

Net loss per share attributable to common stockholders

 

 

(14,100

)

 

 

(2,523

)

 

 

(24,804

)

 

 

(7,951

)

Net loss per share attributable to common stockholders, basic and diluted

 

 

(3.02

)

 

 

(0.73

)

 

 

(6.24

)

 

 

(2.33

)

 

March 31,
2021

 

March 31,
2020

 

December 31,
2020

 

December 31,
2019

   

(in thousands)

 

(in thousands)

Statement of Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(6,342

)

 

$

(2,289

)

 

$

(11,792

)

 

$

(6,262

)

Net cash used in investing activities

 

 

(4,506

)

 

 

819

 

 

 

(2,666

)

 

 

(3,289

)

Net cash provided by financing activities

 

 

15,818

 

 

 

45

 

 

 

13,613

 

 

 

11,045

 

Effect of exchange rate changes

 

 

(26

)

 

 

(32

)

 

 

27

 

 

 

(4

)

Net (decrease) increase in cash, cash equivalents and restricted cash

 

$

4,944

 

 

$

(1,457

)

 

$

(818

)

 

$

1,490

 

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As of
March 31
202
1

 

As of
December 31

   

2020

 

2019

       

(in thousands)

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

5,734

 

 

$

790

 

 

$

1,611

 

Other Current Asset

 

 

2,910

 

 

 

1,680

 

 

 

2,497

 

Total Asset

 

 

17,120

 

 

 

6,360

 

 

 

6,345

 

Current Financial Liabilities

 

 

1,014

 

 

 

9,300

 

 

 

5,781

 

Non-Current Financial Liabilities

 

 

17,501

 

 

 

4,028

 

 

 

1,894

 

Total Liabilities

 

 

23,499

 

 

 

17,666

 

 

 

10,148

 

Total Convertible Preferred Stock

 

 

4,075

 

 

 

4,040

 

 

 

6,200

 

Total stockholders’ deficit

 

 

(10,453

)

 

 

(15,346

)

 

 

(10,003

)

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TRADING MARKET AND DIVIDENDS

Ticker Symbol and Market Price

The GVAC Units, GVAC Shares, GVAC Warrants, and GVAC Rights are each quoted on the Nasdaq Capital Market, under the symbols “GRNVU,” “GRNV”, “GRNVW,” and “GRNVR” respectively. Each of the GVAC Units consists of one GVAC Share, a GVAC Warrant to purchase one GVAC Share and a GVAC Right to acquire one-tenth of a GVAC Share. The GVAC Units commenced trading on November 19, 2019. The GVAC Shares, GVAC Warrants and GVAC Rights commenced trading on December 9, 2019.

On February 5, 2021 the trading date before the public announcement of the Business Combination, GVAC’s common stock, warrants, units and rights closed at $10.36, $1.07, $12.00 and $0.61, respectively. On July 23, 2021, the trading date immediately prior to the date of this proxy statement, GRNV’s common stock, warrants, units and rights closed at $10.21, $0.919, $12.34 and $0.67, respectively. The GVAC Rights will convert into GVAC Shares upon completion of the Business Combination, and as a result, the GVAC Rights will cease trading upon the completion of the Business Combination.

Holders

As of the record date of July 23, 2021, there were 1 holder of record of GVAC Units, 4 holders of record of GVAC Shares, 1 holder of record of GVAC Rights, and 2 holders of record of GVAC Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, common stock, rights and warrants are held of record by banks, brokers and other financial institutions

Dividends

GVAC has not paid any cash dividends on its GVAC Shares to date and does not intend to pay cash dividends prior to the completion of a Business Combination. The payment of cash dividends in the future will depend upon GVAC’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of its then Board of Directors. It is the present intention of GVAC’s Board of Directors to retain all earnings, if any, for use in its business operations and, accordingly, GVAC’s Board of Directors does not anticipate declaring any dividends in the foreseeable future.

Helbiz

No Helbiz securities are publicly traded. It is a privately held corporation with approximately 52 stockholders.

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the special meeting. The following risk factors apply to the business and operations of Helbiz and will also apply to the business and operations of the post-combination company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Unless otherwise indicated or the context otherwise requires, references in “Risk Related to the Business Combination and being a Public Company” to “Helbiz” or the “Company” refers to the current business and operations of Helbiz after giving effect, and is subject, to the consummation of the Business Combination.

Risks Related to Helbiz’s Business and Industry

Helbiz’s limited operating history may make it difficult to evaluate the success of its business to date and to assess its future viability.

Helbiz was incorporated as a Delaware corporation in October 2015 for the purpose of becoming a seamless transportation and payment ecosystem for micro-mobility vehicle sharing. Since inception, Helbiz has devoted substantially all of its resources to building its intellectual property portfolio, planning its business, raising capital and providing general and administrative support for these operations. Further, Helbiz has only generated limited revenue to date and has no history of profitability. If Helbiz does not generate positive cash flow in a timely manner and attain profitability, it may not be able to remain in business. It is also subject to business risks associated with new business enterprises, including risks relating to the development and testing of its product, software, initial and continuing regulatory compliance, privacy and data storage matters, vendor manufacturing costs, product production and assembly, and the competitive and regulatory environments in the multiple regions in which it operates. Helbiz expects its financial condition and operating results to fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond Helbiz’s control. Consequently, any predictions made about Helbiz’s future success or viability may not be as accurate as they could be if Helbiz had a longer operating history. In addition, as an early-stage company, Helbiz may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown circumstances. As Helbiz works to transition from initial start-up activities to commercial production and sales, it is difficult to forecast the Company’s future results, and the Company has limited insight into trends that may emerge and affect its business. The estimated costs and timelines that the Company has developed to achieve its growth projections are subject to inherent risks and uncertainties involved in the transition from a start-up company. Market conditions, many of which are outside of the Company’s control and subject to change, including general economic conditions, the impacts and ongoing uncertainties created by the COVID-19 pandemic, fuel and energy prices, regulatory requirements and incentives, competition and the pace and extent of vehicle electrification generally, will impact demand for the Company’s business, prospects, financial condition and operating results.

Helbiz has realized significant operating losses to date and expects to incur losses in the future.

Helbiz has operated at a loss since inception, and these losses are likely to continue. Its net loss for the years ended December 31, 2020 and 2019 was $24.6 million and $7.7 million, respectively and its net loss for the three months ended March 31, 2021 was $14.0 million. Helbiz might not ever be profitable or generate sufficient profits to distribute dividends to its shareholders. Until Helbiz achieves profitability, it will have to seek other sources of capital to continue operations.

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Helbiz will need additional capital to fund its operations, which, if obtained, could result in substantial dilution or significant debt service obligations. Helbiz may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect its liquidity and financial position.

At December 31, 2020, Helbiz had a cash balance of approximately $0.8 million at December 31, 2020 and approximately $5.8 million at March 31, 2021. Helbiz’s management believes that, if the Business Combination is completed, its cash on hand as of the record date, together with our cash on hand that will remain after any redemptions, net proceeds of the PIPE Investment and cash to be generated from operations will be sufficient to continue operations for more than twelve months from such date. Helbiz expects that it will need to obtain additional financing, either through borrowings, private offerings, public offerings, or some type of business combination, such as a merger, or buyout to continue operating and to expand its business. It may be unable to acquire the additional funding necessary to expand its business as intended or even to continue operating. Accordingly, if Helbiz is unable to generate adequate cash from operations, and if it is unable to find sources of funding, it may be necessary for it to sell all or a portion of its assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to shareholders, in per share value and/or voting power, or that result in shareholders losing all of their investment in the Company.

If Helbiz is able to raise additional capital other than in connection with the Business Combination and PIPE Investment, it does not know what the terms of any such capital raising would be. In addition, any future sale of its equity securities would dilute the ownership and control of current equity holders and could be at prices substantially below our per share price in our initial public offering, at which our shares have previously been sold in the public market or at which our publicly traded warrants may be exercised. Helbiz’s inability to raise capital could require it to significantly curtail or terminate its operations. It may seek to increase cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict its operations and liquidity. In addition, Helbiz’s ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. Financing might not be available in amounts or on terms acceptable to it, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on its liquidity and financial condition.

The financial statements of Helbiz for the fiscal year ended December 31, 2020 include an explanatory paragraph from its auditor indicating that there is substantial doubt about Helbiz’s ability to continue as a going concern.

GVAC’s stockholders and potential investors in the securities of GVAC should be aware that the auditor’s opinion accompanying the audited financial statements of Helbiz for the year ended December 31, 2020 include an explanatory paragraph indicating that there is substantial doubt about Helbiz’s ability to continue as a going concern as a result of recurring losses from operations and negative cash flows. Since inception, Helbiz has devoted substantially all of its resources to building its intellectual property portfolio, planning its business, raising capital and providing general and administrative support for these operations. Helbiz expects its financial condition and operating results to fluctuate significantly from quarter to quarter and year to year due to a variety of factors, many of which are beyond its control. GVAC’s stockholders and potential investors should be aware of such explanatory paragraph in considering whether or not to vote in favor of the Business Combination or acquiring securities of GVAC.

If Helbiz engages in future acquisitions or strategic partnerships, this may increase its capital requirements, dilute its stockholders, cause it to incur debt or assume contingent liabilities, and subject it to other risks.

Helbiz may evaluate various acquisition opportunities and strategic partnerships, including licensing or acquiring complementary services, intellectual property rights, technologies, media content or businesses. Any potential acquisition or strategic partnership may entail numerous risks, including:

•        increased operating expenses and cash requirements;

•        the assumption of additional indebtedness or contingent liabilities;

•        the issuance of additional GVAC equity securities;

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•        assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;

•        the diversion of management’s attention from Helbiz’s existing product programs and initiatives in pursuing such a strategic merger or acquisition;

•        retention of key employees, the loss of key personnel and uncertainties in Helbiz’s ability to maintain key business relationships;

•        risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing products or product candidates and marketing approvals; and

•        Helbiz’s inability to generate revenue from acquired technology and/or services sufficient to meet its objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

Helbiz has debt and may incur additional debt in the future. Helbiz’s debt repayment obligations may limit its available resources and the terms of debt instruments may limit its flexibility in operating its business.

As of March 31, 2021, Helbiz had total outstanding notes and bonds in a principal amount of approximately $21.9 million, mostly comprised of loans from Banca Progetto and funds provided under a Loan and Security Agreement. Since March 31, 2021, we have incurred additional debt including a $4 million loan from an affiliate, Finbeauty s.r.l., and an approximately $2 million loan from our Chief Executive Officer. Subject to the limitations under the terms of its existing debt, Helbiz may incur additional debt, secure existing or future debt or refinance its debt. In particular, it may need to incur additional debt to fund its activities, and the terms of such financing may not be attractive.

Helbiz will use a substantial portion of its cash flows, cash on hand and/or capital raises to pay the principal and interest on its indebtedness. These payments will reduce the funds available for working capital, capital expenditures and other corporate purposes and will limit Helbiz’s ability to obtain additional financing for working capital or making capital expenditures for expansion plans and other investments, which may in turn limit its ability to implement its business strategy. Helbiz’s debt may also increase its vulnerability to downturns in its business, in its industry or in the economy as a whole and may limit its flexibility in terms of planning or reacting to changes in its business and in the industry and could prevent it from taking advantage of business opportunities as they arise. Helbiz’s business might not generate sufficient cash flow from operations and future financing might not be available in sufficient amounts or on favorable terms to enable it to make timely and necessary payments under the terms of its indebtedness or to fund its activities.

In addition, the terms of certain of its debt facilities subject Helbiz to certain limitations in the operation of its business, due to restrictions on incurring additional debt and encumbrances, carrying out corporate reorganizations, selling assets, paying dividends or making other distributions. Any debt that it incurs or guarantees in the future could be subject to additional covenants that could make it difficult to pursue Helbiz’s business strategy, including through potential acquisitions or divestitures.

If Helbiz breaches covenants under its outstanding debt, it could be held in default under such loans, which could accelerate its repayment dates and result in the transfer of its intellectual property.

If Helbiz were to default on any of its debt, it could be required to make immediate repayment, other debt facilities may be cross-defaulted or accelerated, and it may be unable to refinance its debt on favorable terms or at all, which would have a material adverse effect on its financial position.

In addition, in connection with the $15 million loan under the Loan and Security Agreement entered into with various creditors on March 23, 2021, Helbiz granted the administrative agent for the lenders a security interest in its intellectual property. If Helbiz were to default and the administrative agent acquired its intellectual property, Helbiz could not continue its operations as currently carried out.