UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
On June 7, 2023, EVmo, Inc., a Delaware corporation (the “Company”), issued a press release relating to its execution of a letter of intent (the “LOI”) to merge with micromobility.com, Inc., a Delaware corporation whose common stock is listed for trading on the Nasdaq Stock Market under the ticker symbol “MCOM”. As contemplated by the LOI, the Company will merge with and into a newly-formed subsidiary of MCOM and Company shareholders will receive common shares of MCOM in a stock-for-stock exchange at a ratio that is yet to be determined.
After the merger, it is expected that the Company will continue to exist as a wholly-owned subsidiary of MCOM and that Company shareholders will comprise a meaningful minority equity percentage of the consolidated company. The parties have agreed in the LOI to negotiate in good faith toward the completion and execution of a definitive merger agreement that will, among other terms and commitments, set forth the share exchange ratio. The parties have also agreed to collaborate on the drafting of a registration statement on Form S-4 (the “S-4”), which will relate to the issuance of equity securities as merger consideration, and its filing with the Securities & Exchange Commission (the “SEC”).
The proposed merger is subject to several conditions, including, among other things, satisfactory due diligence having been performed by each party, approval of each party’s respective board of directors, the absence of any material adverse change occurring since the date the LOI was signed, the S-4 having been granted effectiveness by the SEC, and the execution of the definitive merger agreement and related agreements by both parties.
The merger documents are expected to be completed and signed within 30 days of the date of the LOI and the parties expect to complete the transaction after the satisfaction of the conditions thereto, specifically within 60 days after the filing of the S-4 with the SEC.
A copy of the press release is filed as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of EVmo, Inc. dated June 7, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 9, 2023 | EVmo, Inc. | |
| By: | /s/ Stephen M. Sanchez | |
| Name: | Stephen M. Sanchez | |
| Title: | Chief Executive Officer | |