Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 8, 2022, Helbiz, Inc. (the "Company") received written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the market value of our Class A Common Stock together with our publicly traded warrants was not $35 million or more for ten consecutive business days during the past 180 calendar day period from June 7, 2022, to December 7, 2022. The Company thus has not regained compliance with Listing Rule 5810(c)(3)(C).

Accordingly, the Company would be subject to delisting unless it timely requests a hearing before a Nasdaq Hearings Panel (the "Panel"). As a result, the Company intends to timely request a hearing before the Panel. The hearing request will stay any suspension or delisting action pending the completion of the hearing and the expiration of any additional extension period granted by the Panel following the hearing. Under the Nasdaq Listing Rules, the Panel has the discretion to grant a further extension not to exceed June 6, 2023. Notwithstanding, there can be no assurance that the Panel will grant the Company a further extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.




Item 3.02  Unregistered Sales of Equity Securities

On November 28, 2022, we issued 14,366,562 shares of Class A common stock upon the conversion of approximately $2.4 million in principal of and interest on, outstanding convertible debentures.

On November 29, 2022 we issued 15,701,586 shares of Class A common stock upon the conversion of approximately $2.7 million in principal of, and interest on, outstanding convertible debentures.

On December 6, 2022 we issued 6,256,652 shares of Class A common stock for the settlement of $1,439,030 of debt incurred by a subsidiary of the Company to a third party in 2019.

The above-described issuances have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits


Exhibit
Number             Description of Document

104                Cover page of this Current Report on Form 8-K formatted in Inline XBRL

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