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): April 2130, 2025

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
None		None		None

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 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~We entered into a Standby Equity Purchase Agreement with YA II PN, Ltd.~~ (~~“Yorkville”~~a), ~~dated~~Resignation April 21, 2025 (the “SEPA”), pursuant to which we shall have the right to issue and sell to Yorkville, and Yorkville shall purchase from us, up to $25 million in aggregate gross purchase price (the “Commitment Amount”) of ~~newly~~Independent ~~issued~~Registered ~~fully paid shares of our common stock. The SEPA~~Public ~~shall~~Accounting terminate on the earliest of (i) April 21, 2028 and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the SEPA for shares of our common stock equal to the Commitment Amount. Each sale that we request under the SEPA (an “Advance”) may be for a number of shares of common stock that we may determine, subject to certain limitations set forth in the SEPA. The shares of common stock purchased pursuant to an Advance delivered by us will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of Common Stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by us in the Advance Notice or there is no VWAP on the subject trading day.. The purchase is subject to certain limitations, including that Yorkville cannot purchase any shares that would result in it owning more than 4.99% of our common stock.Firm

InOn ~~connection~~November ~~with~~1, ~~the execution~~2024, ofCBIZ ~~the~~CPAs ~~SEPA,~~P.C. we(“CBIZ”) acquired ~~agreed~~the toattest ~~pay~~business aof ~~commitment~~Marcum ~~fee~~LLP of(“Marcum”). ~~$500~~Accordingly,~~000~~ ason ~~consideration~~April ~~for~~30, ~~its~~2025, ~~irrevocable~~as ~~commitment~~a toresult ~~purchase~~of the ~~shares~~acquisition, micromobility.com ofInc. ~~common stock upon~~ (the ~~terms~~“Company”) ~~and~~dismissed ~~subject~~Marcum toas the ~~satisfaction~~Company’s ofindependent ~~the~~registered ~~conditions~~public ~~set~~accounting ~~forth~~firm inand, ~~the~~on ~~SEPA.~~April ~~Half of such commitment fee is~~30, to2025, ~~be paid in cash on~~ the ~~six-month~~Audit ~~anniversary~~Committee of the ~~SEPA,~~Company’s ~~and~~board ~~the remainder~~ of ~~which~~directors is(the to“Audit beCommittee”) ~~paid~~approved inthe ~~cash~~appointment onof CBIZ as the ~~twelve~~Company’s ~~month~~independent ~~anniversary of~~registered ~~the~~public ~~SEPA~~accounting firm.

InThe ~~connection~~reports ~~with~~of ~~the SEPA,~~Marcum ~~Yorkville~~on ~~advanced to~~ the Company’s ~~the~~consolidated financial ~~principal~~statements ~~amount of $2,750,000 (the “Pre-Paid Advance”) in exchange~~ for the ~~issuance of~~years aended ~~promissory~~December ~~note in the principal amount of $2~~31,~~750,000~~ ~~(the “Promissory Note”). Of such funds~~2024, ~~$155,000~~and ~~was~~December ~~used to settle a bridge loan in an equal amount from Yorkville to us in April 2025~~31, ~~$250~~2023,~~000~~ ~~shall~~did ~~was~~not ~~used~~contain ~~as payment of~~ an ~~implementation~~adverse ~~fee~~opinion ~~for~~or ~~the Promissory~~a ~~Note, $1,500,000 was deposited into escrow subject to an escrow agreement (the “Judgment Escrow Agreement”) for~~disclaimer ~~the settlement~~ of ~~an outstanding judgment~~opinion, and ~~$845,000~~were ~~was~~not ~~deposited~~qualified ~~into~~or ~~escrow~~modified ~~subject~~as to an escrow agreement (the “Company Escrow Agreement”) for general administrative expenses. The funds held in escrow pursuant to the Judgment Escrow Agreement are to be released upon the earlies to occur of (i) written instruction of our companyuncertainty, ~~Yorkville~~audit ~~and the judgment holder~~scope, ~~(ii)~~or toaccounting ~~Yorkville if a resolution has not been reached with the judgment holder to Yorkville’s satisfaction by April 30~~principles, ~~2025,~~except ~~(iii)~~that ~~to Yorkville if a proposed business combination had not occurred within 120 days from~~ the ~~issuance~~report offor the ~~Promissory Note and (iv) to the judgment holder upon the occurrence~~ offiscal ~~the~~year ~~proposed~~ended ~~business~~December ~~combination.~~31, ~~The~~2024 ~~funds~~included ~~held~~an inexplanatory ~~escrow~~paragraph ~~pursuant~~relating to ~~the~~substantial ~~Company~~doubt ~~Escrow~~about ~~Agreement are to be released upon~~ the ~~earlies to occur of (i) written instruction of our company and Yorkville, (ii) as directed in Yorkville~~Company’s ~~written instruction to release~~ability ~~received after April 30, 2025 and (iii)~~ to uscontinue ~~upon~~as ~~the~~a ~~occurrence~~going ~~of the proposed business combination~~concern..

~~The~~During ~~Promissory~~the ~~Note may~~fiscal beyears ~~converted~~ended byDecember ~~Yorkville~~31, ~~into~~2024, ~~shares~~and December of31, ~~common stock~~2023, ~~such~~and ~~shares~~the ~~shall~~subsequent beinterim ~~valued~~period atthrough ~~the~~April ~~lower~~30, of2025, there were (i) ~~$.006~~no ~~per~~“disagreements” ~~share~~ (~~the~~as ~~“Fixed~~defined ~~Price”)~~in orItem 304(iia)(1)(iv) ~~95%~~ of ~~the~~Regulation ~~lowest~~S-K ~~daily~~and ~~VWAP~~the ~~during~~related ~~the~~instructions 10to ~~consecutive~~Item ~~Trading~~304 ~~Days~~of ~~immediately~~Regulation ~~preceding~~S-K) between the ~~date~~Company ofand ~~such~~Marcum ~~conversion~~on ~~(the~~any ~~“Variable~~matter ~~Price”)~~of accounting principles or practices, ~~but~~financial ~~which~~statement ~~Variable~~disclosure, ~~Price~~or ~~shall~~auditing ~~not~~scope beor ~~lower~~procedure, ~~than~~which ~~the~~disagreements, if ~~Floor~~not ~~Price~~resolved ~~(as~~to ~~defined~~the ~~below)~~satisfaction ~~then~~of inMarcum, ~~effect. On~~would ~~the~~have ~~fourth~~caused ~~Trading~~Marcum ~~Day~~to ~~following~~make reference to the ~~listing~~subject matter of ~~our~~the ~~common~~disagreements ~~stock~~in connection onwith aits ~~national~~reports ~~exchange~~on (the ~~“Fixed~~Company’s ~~Price~~consolidated ~~Reset~~financial ~~Date”~~statements for such years and (ii)~~, the~~ ~~Fixed~~no ~~Price~~“reportable ~~shall~~events” (as bedefined ~~adjusted~~in Item 304(~~downwards~~a)(1)(v) ~~only~~of Regulation S-K) toexcept ~~equal~~for the ~~average~~material ~~VWAP~~weakness ~~for~~in the ~~three~~Company’s ~~trading~~internal ~~days~~control ~~immediately~~over ~~prior~~financial reporting due to: (i) the ~~Fixed~~fact that the Company was unable sufficiently design and operate controls surrounding the Company’s accounting ~~Price~~policies ~~Reset~~and ~~Date.~~controls, ~~The~~including ~~“Floor~~standardized ~~Price”~~reconciliation ~~respect~~schedules to ensure the ~~Variable~~Company's ~~Price,~~books ~~shall~~and ~~mean,~~records are maintained in accordance with Generally Accepted Accounting Principles; and (iii) ~~prior~~the toCompany’s aninsufficient ~~uplisting~~segregation of ~~our~~duties, ~~common~~oversight ~~stock~~of work performed toand alack ~~national~~of ~~exchange~~compensating controls in the Company’s finance and accounting functions, ~~nil~~including, without limitation, the processing, review and ~~(ii)~~authorization ~~following~~of ~~such~~all anroutine ~~uplisting~~and non-routine transactions, ~~20%~~due ofto limited personnel and resources, each as disclosed in the Company’s ~~initial~~Annual ~~listing~~Report ~~price~~for onthe ~~such~~fiscal ~~exchange~~year ended December 31, 2024.

AtThe ~~any~~Company ~~time during the~~provided ~~Commitment~~Marcum ~~Period~~with ~~that there is~~ a ~~balance~~copy ~~outstanding~~of ~~under~~ the ~~Promissory~~above ~~Note,~~disclosures ~~Yorkville~~and ~~may~~requested ~~deliver~~that ~~notice~~Marcum ~~(an~~furnish ~~“Investor Notice”) to~~ the Company towith ~~cause~~a anletter ~~Advance~~addressed ~~Notice~~ to bethe ~~deemed~~United ~~delivered~~States Securities ~~to Yorkville~~ and ~~the~~Exchange ~~issuance~~Commission ~~and~~stating ~~sale~~whether ofit ~~shares~~agrees ofwith ~~common~~the ~~stock~~statements tomade ~~Yorkville~~above and, ~~pursuant~~if toit andoes ~~Advance (an “Investor Advance”) in an amount~~ not toagree, ~~exceed~~ the ~~balance~~respects ~~owed~~in ~~under~~which ~~the~~it ~~Promissory~~does ~~Note~~not ~~outstanding on the date of delivery of such Investor Notice~~agree. AsA acopy ~~result~~ of anMarcum’s ~~Investor Advance~~letter, ~~the~~dated ~~amounts~~April ~~payable~~30, ~~under~~2025, ~~the~~is ~~Promissory~~attached ~~Note~~as ~~will~~Exhibit be16.1 ~~offset~~to bythis ~~such~~Current ~~amount~~Report ~~subject~~on toForm ~~each Investor Advance~~8-K.

In(b) ~~connection~~Approval with the SEPA and the Promissory Note, we entered into a registration rights agreement with Yorkville pursuant to which we agreed to file with the U.S. Securities and Exchange Commission a registration statement registering the shares of ~~common~~New ~~stock~~Independent ~~that~~Registered ~~are to be offered and~~Public ~~sold~~Accounting ~~to Yorkville pursuant to the SEPA and underlying the Promissory Note.~~Firm

~~The~~On ~~foregoing~~April ~~description~~30, 2025, the Audit Committee approved the appointment of ~~each~~CBIZ ofas the ~~SEPA,~~Company’s independent registered public accounting firm for the ~~Promissory~~fiscal ~~Note~~year ending December 31, 2025. During the ~~Registration~~fiscal ~~Rights~~years ~~Agreement~~ended December 31, ~~the~~2024, ~~Judgment~~and ~~Escrow~~December ~~Agreement~~31, 2023, and the subsequent interim period through April 30, 2025, neither the Company ~~Escrow~~nor ~~Agreement~~anyone on its behalf has consulted with CBIZ regarding (i) the application of accounting principles to a specific completed isor ~~not~~contemplated ~~complete~~transaction or regarding the type of audit opinions that might be rendered by CBIZ on the Company’s consolidated financial statements, and isneither ~~qualified~~a inwritten ~~its~~report ~~entirety~~nor oral advice was provided by ~~reference~~CBIZ to the ~~copy~~Company ofthat ~~those~~CBIZ ~~documents~~concluded ~~filed~~was ~~herewith~~an asimportant factor ~~exhibits~~considered by the Company in reaching a decision as to ~~this~~any ~~Current~~accounting, auditing, or financial reporting issue, or (ii) any matter ~~Report~~that onwas ~~Form~~either 8the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and ~~incorporated~~the ~~herein~~related byinstructions to ~~reference~~Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 2 9.~~03 Creation of a Direct~~ 01. Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits

~~The~~(d) ~~information set forth in Item 1.01 of this Current Report on Form 8-K under is incorporated herein by reference.~~Exhibits

Item 3.02 Unregistered Sales of Equity Securities.

Exhibit Number		Description of Document

16.1		Letter from Marcum LLP regarding change in certifying accountant
104		Cover page of this Current Report on Form 8-K formatted in Inline XBRL

~~The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.~~SIGNATURE

OnPursuant ~~April 21, 2025, we issued and sold the Promissory Note~~ to ~~Yorkville in a private placement pursuant to~~ the ~~exemption from the registration~~ requirements of the Securities Exchange Act of ~~1933~~1934, ~~as amended (~~the ~~“Securities~~registrant ~~Act”).~~has Weduly ~~offered~~caused ~~and~~this ~~sold~~report ~~the Promissory Note~~ to ~~Yorkville~~be ~~in reliance~~signed on ~~the exemption~~its ~~from~~behalf ~~registration provided~~ by ~~Section 4(a)(2) of~~ the ~~Securities~~undersigned ~~Act~~hereunto duly ~~without the involvement of any underwriter~~authorized.

~~Item 9.01. Financial~~Dated: ~~Statements~~April ~~and Exhibits~~30, 2025

~~(d)~~micromobility.com ~~Exhibits~~Inc. By: /s/ Gian Luca Spriano Name: Title: Gian Luca Spriano Chief Executive Officer

Exhibit Number		Description of Document
4.1		Promissory Note, dated as of April 21, 2022
10.1		Standby Equity Agreement, dated as of April 21, 2025, between micromobility.com, Inc. and YA II PN, Ltd.*
10.2		Registration Rights Agreement, dated as of April 21, 2025, between micromobility.com, Inc. and YA II PN, Ltd.
10.3		Company Escrow Agreement, dated as of April 21, 2025, among micromobility.com, Inc., YA II PN, Ltd. and the Escrow Agent
10.4		Judgment Escrow Agreement, dated as of April 21, 2025, among micromobility.com, Inc., YA II PN, Ltd. and the Escrow Agent
104		Cover page of this Current Report on Form 8-K formatted in Inline XBRL

* Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.

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: April 24, 2025

micromobility.com Inc. By: /s/ Gian Luca Spriano Name: Title: Gian Luca Spriano Chief Executive Officer

Filing Compare · micromobility.com Inc.