8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2023

micromobility.com Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39136	84-3015108
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Broome Street, New York, NY 10013

(Address of Principal Executive Offices, and Zip Code)

(917) 675-7157

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.00001 par value	MCOM	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock	MCOMW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously reported, on June 15, 2023, micromobility.com Inc., a Delaware Corporation (the “Company”) received a staff deficiency notice from The Nasdaq Stock Market (“Nasdaq”) indicating that, because the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of the Nasdaq Listing Rules (the “Minimum Bid Requirement”).

As previously reported, on August 4, 2023, we received a staff delisting determination letter from the Nasdaq listing qualifications department (the "Staff") of Nasdaq, advising us that as of August 4, 2023, our common stock had a closing bid price of $0.10 or less for at least ten consecutive trading days and is subject to Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Price Stocks Rule") and that Nasdaq would commence delisting proceedings against the Company. As permitted under Nasdaq rules, the Company appealed the Nasdaq staff’s determination and requested a hearing (the “Hearing”) before a Nasdaq Hearing Panel (the “Panel”) to request continued listing of its common stock on Nasdaq. The Hearing request stayed any delisting or suspension action by the Nasdaq staff pending the issuance of the Panel’s decision.

As previously reported, on November 9, 2023, the Company received a determination from the Panel granting the Company’s request for the continued listing of its common stock on Nasdaq, subject to the Company’s satisfaction of Nasdaq continued listing rules including the Minimum Bid Requirement, and market value of listed securities rules by December 29, 2023.

As previously reported, on November 13, 2023, the Company received shareholder approval for the implementation of a reverse stock split and the Company effectuated a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-150, effective on December 4, 2023. The Company’s common stock began trading on Nasdaq on a post-reverse split basis on December 4, 2023. To satisfy the Minimum Bid Requirement and Low Price Stocks Rule, the Company’s common stock is required to trade at above $1.00 and $0.10 per share for at least 10 trading days, respectively.

Item 7.01 Regulation FD Disclosure.

On December 4, 2023, the Company issued a press release containing a letter to its shareholders to announce its strategic plans to date. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1*	Press Release of the Company dated as of December 4, 2023
104	Cover page of this Current Report on Form 8-K formatted in Inline XBRL

* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 4, 2023

micromobility.com Inc.
By:	/s/ Salvatore Palella
Name:    Title:	Salvatore Palella Chief Executive Officer

EX-99.1

Exhibit 99.1 

Steering Ahead: micromobility.com Inc.'s Strategic Path to Profitability and Market Expansion.

Advancing Urban Mobility: Integrating Fintech and Long-Term Rentals for Market Leadership

New York, NY – December 4, 2023 – micromobility.com Inc. (Nasdaq: MCOM). As the CEO of micromobility.com Inc., I Salvatore Palella, feel it's crucial to directly address our shareholders. Herein lies my letter, outlining the company’s strategic initiatives and steadfast commitment towards our collective success.

Dear Valued Investors,

As of December 4, 2023, with the execution of our reverse split, I would like to seize this opportunity to share with you the strategic vision driving micromobility.com Inc. going forward.

Adapting to Market Trends: Focusing on Profitable Sharing and Retail Expansion

We have observed shifting dynamics in micromobility sharing services market, prompting us to pivot our focus to greater investment in branded retail and only operating sharing services in profitable cities. We believe this pivot aligns with our goal to enhance operational efficiency. Further our Q2 results demonstrated significant cost reductions, which was a challenging yet necessary step as we lean more on third-party operations for increased margins.

Innovative Solutions: Long Term Rentals and Fintech Payments Integration

Our response to the changing needs of end users who love our mobile app but lack sharing options under Helbiz or Wheels is two-fold: (i) Long-Term Rental (“LTR”) and (ii) Fintech payment solutions.

- LTR: Starting in SoHo, New York and expanding to LA, California and Austin, Texas, we continue to offer long-term scooter rentals increasingly our NY flagship store plays a crucial role in this LTR venture.

- Fintech payments solutions: We are initiating discussions in the European Union to integrate payment solutions into our mobile app. This strategy aligns with our recent decision to appoint Valco Farina as a new member of our board of directors. We strongly believe Mr. Farina’s expertise in fintech will be instrumental in guiding this initiative.

Financial Strategy: Leveraging our Intellectual Property for Greater Flexibility

We are actively negotiating a loan to leverage our intellectual property (“IP”). Our aim is to settle this loan with a substantial discount on the principal, bringing financial relief and smoothing our current commitments. We expect to share more updates before the end of December 2023.

Commitment to Financial Stability and Growth

The above steps though challenging, are aimed at ensuring micromobility.com's financial stability and growth. As always, our investors’ trust in our vision and strategy is invaluable, and I remain committed to steering our company towards a prosperous future.

Expansion Plans: More Retail Outlets

Our retail strategy is set to expand further. We are actively exploring opportunities to open more retail outlets, with ongoing discussions for locations in LA, California, Seattle, Washington, and Miami, Florida. This expansion is particularly crucial for enhancing our LTR model's reach and effectiveness.

M&A Strategy: Focused on Profitable Growth

M&A activities are crucial for our expansion. We're committed to acquiring companies that are profitable or have a clear path to profitability. Current discussions with Hopium are ongoing, and we anticipate that the reverse split will accelerate these talks, aiming for a swift and business combination plan.

Closing Thoughts: Acknowledging Challenges and Focusing on Sustainability

I acknowledge that our journey and particularly our stock performance, has not been smooth. We've had our share of missteps, notably in our media business segment, which we concluded in quarter three of 2023. However, these foregoing challenges have taught us invaluable lessons.

As we move forward our focus on cost reduction is not just about trimming expenses; it is about ensuring longer term financial sustainability and building a stronger, more resilient micromobility.com

Inc., I assure you that every decision we make is aimed at enhancing shareholder value and securing the

long-term success of our company.

Thank you for your unwavering support and belief in our journey.

Warm regards,

Salvatore Palella

CEO, micromobility.com Inc.

For more information visit www.micromobility.com.

Forward-Looking Statements

Certain statements made in this press release are "forward-looking statements'' within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the failure to meet projected development and production targets; (ii) changes in applicable laws or regulations; and (iii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the "SEC") by the Company including its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by us in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

Contacts

For media inquiries:

press@micromobility.com

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Cover	Dec. 04, 2023
Document Type	8-K
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Document Period End Date	Dec. 04, 2023
Entity File Number	001-39136
Entity Registrant Name	micromobility.com Inc.
Entity Central Index Key	0001788841
Entity Tax Identification Number	84-3015108
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	500 Broome Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10013
City Area Code	(917)
Local Phone Number	675-7157
Written Communications	false
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Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, $0.00001 par value
Title of 12(b) Security	Class A Common Stock, $0.00001 par value
Trading Symbol	MCOM
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A Common Stock
Trading Symbol	MCOMW
Security Exchange Name	NASDAQ