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~~April 3121, ~~2024~~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 1.01 Entry into a Material Definitive Agreement.

OnWe ~~December 31, 2024, we~~ entered into a ~~Stock~~Standby Equity Purchase Agreement ~~(the~~with ~~“Agreement”)~~YA ~~among~~II usPN, ~~Helbiz Holdings, Inc~~Ltd. (~~our wholly-owned subsidiary~~“Yorkville”), ~~and~~dated ~~Palella~~April ~~Holdings~~21, ~~LLC~~2025 (~~“Palella~~the ~~Holdings~~“SEPA”), pursuant anto ~~entity~~which ~~controlled~~we byshall ~~our~~have ~~majority~~the ~~shareholder~~right to issue and ~~former~~sell ~~Chief Executive~~to ~~Officer~~Yorkville, ~~Salvatore~~and ~~Palella.~~Yorkville ~~Pursuant~~shall topurchase ~~the~~from ~~Agreement~~us, weup ~~agreed~~ to ~~transfer~~$25 ~~the~~million ~~and~~in aggregate ~~sale~~gross ofpurchase price (i)the ~~all~~“Commitment Amount”) of ~~the~~newly issued ~~and~~fully ~~outstanding~~ paid shares of our ~~subsidiaries~~common ~~Helbiz~~stock. ~~Europe~~The ~~Limited~~SEPA shall ~~and~~terminate ~~Micromobility.com~~on ~~Italia~~the ~~S.r.l.~~earliest ~~and~~of (iii) ~~all~~April ~~rights~~21, ~~title~~2028 and ~~interest~~(ii) inthe ~~all~~date ~~Helbiz brands~~on ~~currently~~which ~~owned~~Yorkville byshall ~~MCOM~~have ~~including,~~made ~~but~~payment ~~not~~of ~~limited~~any ~~to:~~advances ~~(i)~~requested pursuant to the ~~Helbiz~~SEPA ~~platforms,~~for ~~(ii)~~shares ~~all~~of ~~intellectual~~our ~~property~~common ~~owned~~stock byequal ~~MCOM~~to ~~including patents~~the ~~and~~Commitment ~~trademarks~~Amount. ~~related~~Each tosale ~~Helbiz~~that ~~and~~we request under the SEPA (~~iii~~an “Advance”) may ~~any~~be ~~trade~~for ~~secrets~~a ~~and~~number ~~related~~of ~~data,~~shares asof ~~well~~common asstock ~~any~~that ~~internally~~we ~~produced~~may ~~material~~determine, ~~by us~~subject ~~(including~~to ~~its~~certain ~~subsidiaries)~~limitations inset ~~exchange~~forth ~~for~~in athe ~~sales~~SEPA. ~~price~~The shares of ~~$100,000.~~common ~~Prior~~stock purchased pursuant to ~~the~~an ~~closing~~Advance ofdelivered ~~the~~by ~~transaction~~us ~~contemplated~~will bybe ~~the Agreement,~~purchased weat ~~must~~a ~~transfer~~price ~~the~~equal ~~full~~to ~~ownership~~97% of ~~Helbiz~~the ~~DOO~~lowest sodaily ~~that~~VWAP itof the isshares aof ~~wholly-~~Common ~~and~~Stock ~~directly-owned~~during ~~subsidiary~~the ofthree ~~Micromobility.com Inc.~~consecutive ~~and~~trading wedays ~~must~~commencing ~~receive~~on the ~~approval~~date of the ~~Supreme~~delivery ~~Court~~ of the ~~State~~Advance ofNotice, ~~New~~other than ~~York~~the ~~for~~daily VWAP on a day in which the ~~County~~daily ofVWAP ~~New~~is ~~York~~less than a minimum acceptable price as stated by us in the ~~action~~Advance ~~captioned~~Notice or ~~Bernheim~~there ~~Investment~~is ~~Fund~~no ~~SICAV~~VWAP v.on ~~micromobility.com~~the ~~Inc.,~~subject ~~Index~~trading Noday.. ~~158212/2024~~The ~~(or~~purchase ~~another~~is ~~court~~subject ofto ~~competent~~certain ~~jurisdiction)~~limitations, orincluding ~~waiver~~that Yorkville cannot purchase byany ~~Bernheim~~shares ~~Investment~~that ~~Fund~~would ~~SICAV~~result ~~and~~in ~~Copernicus~~it ~~Holding~~owning SAmore than 4.99% of our common stock.

~~Item~~In connection with the 9execution of the SEPA, we agreed to pay a commitment fee of $500,000 as consideration for its irrevocable commitment to purchase the shares of common stock upon the terms and subject to the satisfaction of the conditions set forth in the SEPA.~~01. Financial~~ ~~Statements~~Half of such commitment fee is to be paid in cash on the six-month anniversary of the SEPA, and ~~Exhibits~~the remainder of which is to be paid in cash on the twelve month anniversary of the SEPA.

In connection with the SEPA, Yorkville advanced to the Company the principal amount of $2,750,000 (dthe “Pre-Paid Advance”) ~~Exhibits~~in exchange for the issuance of a promissory note in the principal amount of $2,750,000 (the “Promissory Note”). Of such funds, $155,000 was used to settle a bridge loan in an equal amount from Yorkville to us in April 2025, $250,000 shall was used as payment of an implementation fee for the Promissory Note, $1,500,000 was deposited into escrow subject to an escrow agreement (the “Judgment Escrow Agreement”) for the settlement of an outstanding judgment, and $845,000 was deposited into escrow subject 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 company, Yorkville and the judgment holder, (ii) to Yorkville if a resolution has not been reached with the judgment holder to Yorkville’s satisfaction by April 30, 2025, (iii) to Yorkville if a proposed business combination had not occurred within 120 days from the issuance of the Promissory Note and (iv) to the judgment holder upon the occurrence of the proposed business combination. The funds held in escrow pursuant to the Company Escrow Agreement are to be released upon the earlies to occur of (i) written instruction of our company and Yorkville, (ii) as directed in Yorkville’s written instruction to release received after April 30, 2025 and (iii) to us upon the occurrence of the proposed business combination.

Exhibit Number		Description
10.1		Stock Purchase Agreement, dated December 31, 2024, among micromobility.com Inc., Helbiz Holdings, Inc. and Palella Holdings LLC
104		Cover page of this Current Report on Form 8-K formatted in Inline XBRL

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

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

~~Pursuant~~In toconnection ~~the~~with ~~requirements~~the ofSEPA 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 ~~Act~~Commission ofa ~~1934,~~registration statement registering the ~~registrant~~shares ~~has~~of ~~duly~~common ~~caused~~stock ~~this~~that ~~report~~are to be ~~signed~~offered onand sold ~~its~~to ~~behalf~~Yorkville bypursuant to the ~~undersigned~~SEPA ~~hereunto duly~~and ~~authorized~~underlying the Promissory Note.

~~Dated:~~The ~~January~~foregoing 3description of each of the SEPA, the Promissory Note, the Registration Rights Agreement, the Judgment Escrow Agreement and the Company Escrow Agreement ~~2025~~is not complete and is qualified in its entirety by reference to the copy of those documents filed herewith as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

~~micromobility.com~~Item ~~Inc~~2.03 ~~By:~~Creation ~~/s/~~of ~~Gian~~a ~~Luca~~Direct ~~Spriano~~Financial ~~Name:~~Obligation ~~Title:~~or ~~Gian~~an ~~Luca~~Obligation ~~Spriano~~under ~~Chief~~an ~~Executive~~Off-Balance ~~Officer~~Sheet Arrangement of a Registrant.

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

Item 3.02 Unregistered Sales of Equity Securities.

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

On 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 Act of 1933, as amended (the “Securities Act”). We offered and sold the Promissory Note to Yorkville in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act without the involvement of any underwriter.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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

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