Helbiz SPAC Presentation Deck slide image

Helbiz SPAC Presentation Deck

Disclaimer Additional Information and Where to Find It GreenVision Acquisition Corp. ("GRNV") intends to file with the U.S. Securities and Exchange Commission ("SEC") a preliminary proxy statement in connection with the proposed business combination (the "Merger") and will mail a definitive proxy statement and other relevant documents to its stockholders. GRNV's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with GRNV's solicitation of proxies for its stockholders' meeting to be held approve the Merger because the proxy statement will contain important information about GRNV, Helbiz, Inc. ("Helbiz") and the Merger. The definitive proxy statement will be mailed to stockholders of GRNV as of a record date to be established for voting on the Merger. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at www.sec.gov or by writing to GreenVision Acquisition Corp., One Penn Plaza, New York, NY 10019, Attn: David Fu, Chief Executive Officer. Participants in the Solicitation GRNV, Helbiz and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of GRNV's stockholders with respect to the approval of the Merger. GRNV and Helbiz urge investors, stockholders and other interested persons read, when available, the preliminary proxy statement and amendments thereto and the definitive proxy statement and documents incorporated by reference therein, as well as other documents filed with the SEC connection with the Merger, as these materials will contain important information about Helbiz, GRNV and the Merger. Information regarding GRNV's directors and officers and a description of their interests in GRNV is contained in GRNV's annual report on Form 10-K for the fiscal year ended December 31, 2019. Additional information regarding the participants in the proxy solicitation, including Helbiz's directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement for the Merger when available. Each of these documents is, or will be, available at the SEC's website. Non-GAAP financial measures This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP"), including, but not limited to EBITDA and other metrics derived therefrom. These non-GAAP financial measures are not measures f financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the GRNV's or Helbiz's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. addition, historical financial measures included in this presentation have not been audited and are subject to review and adjustment accordingly. You should be aware that GRNV's and Helbiz's presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company's management believes that these non-GAAP, unaudited measures of financial results provides useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations and you should not rely on any single financial measure to evaluate the Company's business. These non-GAAP financial measures are not calculated in accordance with generally accepted accounting principles in the United States ("GAAP") and should not be considered as alternatives to GAAP. These non-GAAP financial measures are included herein because GreenVision and Helbiz believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Other companies may calculate their non-GAAP financial measures differently, and therefore Helbiz's non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty forecasting and quantifying certain amounts that are necessary for such reconciliation. No Offer or Solicitation This presentation is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Transactions and shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Forward Looking Statements This presentation contains "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", "could", "continue", "expect", "estimate", "may", "plan", "outlook", "future" and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to GRNV's and Helbiz's future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Merger, the business plans, objectives, expectations and intentions of GRNV once the Merger and the other transactions contemplated thereby (the "Transactions") and change of name are complete ("New Helbiz"), and Helbiz's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on GRNV's or Helbiz's management's current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside GRNV's or Helbiz's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the Transactions due to the failure to obtain approval of the holder of V or Helbiz or other conditions to closing in the Merger Agreement; (3) the ability of New Helbiz to meet Nasdaq's listing standards (or the standards other secur socurition of the publi stockholders of GRNV any other securities exchange ook of GPNV to retain institutional accredited investors; (5) the risk that the announcement and consumption of the Transactions dit Helbiz's current plans and operations; (6) the age on which securities of the public entity are listed) following the Merger; (4) the inability to complete the private placement of common the ability to recognize the the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of New Helbiz to grow and manage growth profitably, maintain relationships with customers, business partners, suppliers and agents and retain its management and key employees; (7) costs related to the Transactions; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain to necessary regulatory approvals required o complete the Transactions; (9) the possibility that Helbiz and New Helbiz may be adversely affected by other economic, (14) ter of cool arene the incl of comm (5) the rick that the announcement and ument plane disrupts H dators andler itive COMID 10 AL portion to comp A Transactions; (11) the outcome of any legal proceedings that may be instituted against GRNV, Helbiz. New Helbiz or any of their respective directors or officers fol, business, regulatory and/or competitive factors; (10) the impact of COVID-19 on Helhiz's and Now Helhi's bus and/or the ability of the parties to complete the Tronga may De guverse of the Transactions failure to maliza vadina www.w following the announcement the Transactions; and (12) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in GRNV's most recent annual report on Form 10-K, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC's website at www.sec.gov, and will also be provided in the proxy statement when available. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and GRNV and Helbiz undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, changes expectations, future events or otherwise. This presentation is not intended to be all-inclusive or to contain all the information that a person may desire in considering investment in GRNV and is not intended to form the basis of an investment decision in GRNV. All subsequent written and oral forward-looking statements concerning GRNV and Helbiz, the Transactions or other matters and attributable to GRNV and Helbiz or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Industry and Market Data In this Investor Presentation, Helbiz relies on and refers to information and statistics in the sectors in which it intends to compete. Helbiz obtained this information and statistics from third-party sources believed to be reliable, including reports by market research firms. Helbiz has supplemented this information where necessary with its own internal estimates, taking into account publicly available information about other industry participants and its management's best view as to information that is not publicly available. Neither Helbiz nor GreenVision has independently verified the accuracy or completeness of any such third-party information. Use of Projections. This presentation contains financial forecasts. Neither GreenVision's nor Helbiz's auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of GreenVision's or Helbiz's control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of GreenVision, Helbiz or the combined company after the business combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. HELBIZ 2
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