Form 8-K - Current report

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 12, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 12, 2023, micromobility.com Inc. (the “Company”) announced that Gian Luca Spirano will become the Chief Financial Officer of the Company effective December 12, 2023.

The selection of Mr. Spirano as Chief Financial Officer of the Company was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Spirano and any director or executive officer of the Company, and there are no transactions between Mr. Spirano and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Spirano will receive an annualized base salary of $175,000. In addition, Mr. Spirano is eligible to participate in the Company’s employee benefits programs. Mr. Spirano will also enter into the Company’s standard form of Indemnification Agreement for directors and executive officers.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release of the Company dated as of December 12, 2023
104		Cover page of this Current Report on Form 8-K formatted in Inline XBRL

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 15, 2023

	micromobility.com Inc.

	By:	/s/ Salvatore Palella
	Name: Title:	Salvatore Palella Chief Executive Officer

Exhibit 99.1

micromobility.com Inc. Appoints Gian Luca Spriano as CFO, Embarking on a Bold Management Restructuring for Future Success and Plan for Profitability

NEW YORK – December 12, 2023 – micromobility.com Inc. (NASDAQ: MCOM) in a strategic move to bolster its executive team and strengthen its path to profitability, today announced the confirmation of Gian Luca Spriano as its Chief Financial Officer (“CFO”).

This announcement follows closely on the heels of a significant financial achievement where the company successfully reduced its debt burden, enhancing its financial stability and setting a firm course for future profitability. Gian Luca Spriano, who previously served as the interim CFO and has been with the Company since 2018, has been instrumental in the recent restructuring of the company’s debt. His expertise and leadership in finance have proven pivotal in navigating the company through complex financial negotiations, resulting in a substantial reduction of the company’s debt load from $15,000,000 to $5,750,000. This strategic financial maneuver not only reflects the company's resilience but also underscores its commitment to sound financial management and long-term growth.

CEO Salvatore Palella expressed his confidence in Spriano’s appointment, stating, “Gian Luca’s exceptional financial acumen and strategic foresight have already proven invaluable to micromobility.com Inc during his interim appointment. As we enter a new phase of growth and management restructuring, his role as CFO will be central to driving our mission of becoming a sustainable and profitable leader in the urban mobility sector.” Alongside the appointment of Gian Luca Spriano as CFO, micromobility.com Inc. is also initiating a comprehensive management restructuring.

This initiative, led by CEO Salvatore Palella and CFO Gian Luca Spriano, aims to streamline operations, foster innovation, and position the company at the forefront of the urban mobility industry. The restructuring plan is designed to leverage the company’s newfound financial flexibility, enabling it to capitalize on emerging market opportunities and drive sustainable growth. “As we embark on this exciting phase of management restructuring, our focus is unwavering: to achieve long-term profitability and success. With Gian Luca Spriano as our CFO, we are more equipped than ever to navigate the challenges ahead and seize the opportunities that lie in the dynamic landscape of urban mobility,” added Palella.

The appointment of Gian Luca Spriano as CFO and the ongoing management restructuring underscore micromobility.com Inc.’s commitment to operational excellence, financial strength, and strategic growth. The company is poised to keep redefining the urban mobility space with its innovative solutions and a strong leadership team at the helm.

About micromobility.com Inc.

micromobility.com Inc., a disruptive leader in the micromobility sector, founded by Salvatore Palella in 2015, combines expertise in retail, shared services, and vehicle rentals to revolutionize urban transportation. With operations spanning across the US and Europe, the holding group encompasses shared micromobility solutions through micromobility.com Inc., vehicle rentals via Wheels Labs Inc. and e-commerce and planned brick-and-mortar stores via the micromobility.com brand. Committed to providing eco-friendly, affordable solutions and enhancing global accessibility, micromobility.com Inc. sets the standard for professional excellence in the micromobility landscape. 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

Cover	Dec. 12, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 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
Soliciting Material	false
Pre-commencement Tender Offer	false
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