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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 10, 2024

 

micromobility.com Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39136   84-3015108
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

 

 

500 Broome Street, New York, NY 10013

 
 

(Address of Principal Executive Offices, and Zip Code)

 

 
  (917) 675-7157  
 

Registrant’s Telephone Number, Including Area Code

 

 
   
  (Former Name or Former Address, if Changed Since Last Report)  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 
 

  

Item 3.02 Unregistered Sale of Equity Securities.

 

The issuance described below in Item 5.01 is incorporated herein. Such issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act as the shares were sold to an accredited investor.

 

Item 5.01 Changes in Control of Registrant.

 

Convertible Note Agreement with Palella Holdings LLC

 

On January 31, 2024, micromobility.com Inc. (the “Company”) issued Palella Holdings LLC, a Delaware limited liability company (the “Investor”) and an entity controlled by the Company’s Chief Executive Officer and Chairman, a convertible note (the “Note”). On June 10, 2024, the Investor and the Company entered into a conversion agreement, pursuant to which the Investor converted $705,441.98 of principal on the Note into 47,029,465 shares of common stock of the Company at a conversion price of $0.015. The form of the Note was previously reported in our Form 10-K filed with the Securities and Exchange Commission on April 16, 2024. As a result of such conversion, the Investor acquired control of 51% of the outstanding shares in the Company as of June 10, 2024. The Investor used its own personal funds to acquire the shares under the Note and did not borrow any funds to acquire the shares.

 

Item 7.01. Regulation FD Disclosure.

 

On June 11, 2024, the Company issued a press release announcing the appointment change of control and its strategic partnership with Palella Holdings, LLC. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety.

 

The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

  

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
  Description
99.1   Press Release entitled “micromobility.com Inc. Announces Change in Control: Palella Holdings LLC Acquires 51% of MCOM Stock”, dated June 10, 2024, issued by micromobility.com Inc.
104   Cover page of this Current Report on Form 8-K formatted in Inline XBRL

  

  

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 11, 2024

 

 

 

micromobility.com Inc.

   
  By: /s/ Salvatore Palella
 

Name:   

Title:

Salvatore Palella
Chief Executive Officer