Helbiz, Inc. (NasdaqCM:HLBZ) entered into a letter of intent to acquire Wheels Labs Inc. on May 12, 2022. Helbiz, Inc. (NasdaqCM:HLBZ) signed an agreement and plan of merger to acquire Wheels Labs Inc. on October 24, 2022. The transaction is to be completed in a primarily all-stock deal. Under the terms of the agreement, Helbiz will issue to the current holders of the capital stock of Wheels: (a) Series A convertible preferred stock equal to up to more than nine and nine-tenths (9.9%) of our total issued and outstanding common stock immediately prior to the Closing, and (b) warrants (exercise price $3) to purchase shares of Series A convertible preferred stock equal to up to four and nine-tenths (4.9%) of our total issued and outstanding common stock immediately prior to the Closing. Although the proposed acquisition is non-binding, Helbiz is required to provide Wheels a deposit of $1 million on July 10, 2022 and August 1, 2022, unless the term sheet is terminated prior to the respective dates or a definitive agreement has been entered into for such transaction. This is in addition to a deposit of $1 million which Helbiz had previously paid to Wheels in connection with the proposed transaction.

Wheels Chief Executive Officer Marco McCottry will lead Helbiz's North American micro-mobility business. Marco McCottry will lead Healbiz' North American micro-mobility business, and key executives from Wheels, Amy Shat - Chief of Staff and Graham Blankenbaker - Chief Technology Officer, have agreed to join Helbiz. The acquisition is subject to required stock exchange and regulatory review, approval of shareholders of Wheels Labs, Helbiz shall have entered into the Employment Agreement, and standard closing conditions. The transaction is expected to close by year-ended 2022. Marshall Mort, Joseph Schenck, Ryan Slunaker, Kris Withrow, Michael Pilo, Mark Stevens and Brian Hicks of Fenwick & West LLP acted as the legal advisors to Wheels Labs. William S. Rosenstadt of Ortoli Rosenstadt LLP acted as the legal advisor to Helbiz.

Helbiz, Inc. (NasdaqCM:HLBZ) completed the acquisition of Wheels Labs Inc. on November 18, 2022. Eric Rindahl of D.A. Davidson acted as the financial advisor and capital markets advisor to Helbiz.