Item 1.01 Entry into a Material Definitive Agreement.

On January 24, 2023, Helbiz, Inc. (the “Company”) entered into a Standby Equity
Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Pursuant to
the SEPA, the Company shall have the right, but not the obligation, to sell to
Yorkville up to $20,000,000 of its shares of Class A common stock, par value
$0.00001 per share, at the Company’s request any time during the commitment
period commencing on January 24, 2023 and terminating on the earliest of (i) the
first day of the month following the 24-month anniversary of the SEPA and (ii)
the date on which Yorkville shall have made payment of any advances requested
pursuant to the SEPA for shares of the Company’s Class A common stock equal to
the commitment amount of $20,000,000. Each sale the Company requests under the
SEPA (an “Advance”) may be for a number of shares of Class A common stock equal
to the greater of: (i) an amount equal to 100% of the average daily traded
amount of the shares during the five Trading Day immediately preceding the
delivery of a notice of an Advance (an “Advance Notice”), or (ii) 5,000,000
shares of common stock. The shares would be purchased at 95.0% of the Option 1
Market Price, which is the lowest VWAP (the daily volume weighted average price
of our Class A common stock for the applicable date on the Nasdaq Capital Market
as reported by Bloomberg L.P. during regular trading hours) in each of the three
consecutive trading days commencing on the trading day following the Company’s
submission of an Advance Notice to Yorkville, or 92.0% of the Option 2 Market
Price, which is the VWAP during the period commencing upon receipt of such
Advance Notice and ending on 4:00 p.m. on such day. An Advance with an Option 2
Market Price can only be selected with the consent of Yorkville. The purchase
would be subject to certain limitations, including that Yorkville could not
purchase any shares that would result in it owning more than 9.99% of our Class
A common stock or any shares that, aggregated with any related transaction,
would exceed 48,119,674, which amount is equal to 19.9% of all shares of common
stock outstanding on the date of the SEPA, unless shareholder approval was
obtained allowing for issuances in excess of such amount (the “Exchange Cap”).
The Exchange Cap will not apply under certain circumstances, including to the
extent that (and only for so long as) the average price for all shares of Class
A common stock purchased pursuant to the SEPA shall equal or exceed the Minimum
Price (as defined in Nasdaq Listing Rule 5635(d)).

In addition, subject to the mutual consent of the Company and Yorkville, the
Company may, from time to time, request pre-advance loans (each, a “Pre-Advance
Loan”) from Yorkville, in the aggregate not to exceed $20,000,000 and pursuant
to the terms and conditions set forth in the SEPA and the accompanying
promissory note attached thereto. Pre-Advance Loans may be repaid with cash
(including the proceeds of an Advance) or in shares of Class A common stock if
the holder elects to convert the promissory note issued in connection with such
Pre-Advance Loan.

In connection with the execution of the SEPA, the Company agreed to pay a
commitment fee of $400,000 as consideration for its irrevocable commitment to
purchase the shares of Class A common stock upon the terms and subject to the
satisfaction of the conditions set forth in the SEPA. Such commitment fee is due
at the earlier of one month of the date of the SEPA or the first takedown
thereunder.

The Company will file with the Securities and Exchange Commission a prospectus
supplement to the Company’s prospectus, dated October 17, 2022, filed as part of
the Company’s effective shelf registration statement on Form S-3, File No.
333-267783, registering the shares of Class A common stock that are to be
offered and sold to Yorkville pursuant to the SEPA.

The foregoing is a summary description of certain terms of the SEPA. For a full
description of all terms, please refer to the copy of the SEPA that is filed
herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any shares of Class A common stock, nor shall
there be any sale of shares of Class A common stock in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or
other jurisdiction.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits


Exhibit
Number             Description of Document
10.1                 Standby Equity Purchase Agreement, dated January 24, 2023, between the
                   Company and Yorkville
104                Cover page of this Current Report on Form 8-K formatted in Inline XBRL

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