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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

 FORM 10-K

 x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Transition Period from __________ to __________

 Commission File Number: 001-39136

 (Exact name of registrant specified in its charter)

 Delaware

 84-3015108

 (State or Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification No.)

 500 Broome Street, New York, NY 10013

 (Address of Principal Executive Offices)

 Registrant's telephone number, including area
code: ( 917) 675-7157

 Securities Registered Pursuant to Section 12(b) of
the Exchange Act:

 Title of Each Class

 Trading Symbol(s)

 Name of Exchange on which Registered

 None

 None

 None

 Securities Registered Pursuant to Section 12(g)
of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x No

by check mark whether the registrant has submitted electronically every Interactive Data
File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes x No

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 x

 Smaller reporting company

 x

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Yes No x

 If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x

 The aggregate market value of the voting securities
held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal
quarter, June 30, 2024, was approximately $ 600,000 based upon the closing sale price of $0.013 on June 28, 2024.

 As of April 14, 2025, there were 92,214,637 shares
of the registrant's common stock, $0.00001 par value, outstanding.

 TABLE
OF CONTENTS

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 Forward-Looking Statements

 Statements contained in this annual report and any
documents incorporated by reference herein that are not strictly historical may be "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act
and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially
from those suggested or indicated by such forward-looking statements, many of which are outside of the control of the Company, and you
should not place undue reliance on any such forward-looking statements. Forward-looking statements may be identified by the use of words
such as "anticipate," "believe," "expect," "estimate," "plan," "outlook,"
and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties.

 The forward-looking statements made herein speak only
as of the date hereof and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result
of new information, future events and developments or otherwise, except as required by law.

 ITEM 1. BUSINESS

 General

 The Company is a technology-focused enterprise
providing software development and business services to the transportation, mobility, and technology sectors. Leveraging years of operational
experience and data in innovative and sustainable transportation solutions, the Company delivers scalable, white-label technology solutions
for customers in the transportation, mobility and broader technology sectors.

 The Company has adjusted its primary focus
to the continued development and commercialization of its technology platform. The Company generates revenue primarily through an enterprise
solutions model, that could provide white-label and enterprise-level software solutions to partners and clients in the transportation,
mobility and broader technology sectors.

 During the year ended December 31, 2024, we
started providing software development services. To date, our only client has been Everli, S.p. A., a related party that is controlled
by our majority shareholder, Salvatore Palella. These services generated approximately $1.4 million in revenue in our 2024 fiscal year.

 Organizational History

 We were originally incorporated in Delaware
in 2015 as an intra-urban transportation company. In August 2021, a wholly-owned subsidiary of GVAC merged with and into Helbiz Holdings,
Inc., with Helbiz Holdings, Inc. surviving the merger and as a wholly-owned subsidiary of GVAC. Because GVAC was a special purpose acquisition
vehicle with no operations other than seeking a business combination with an operating entity, Helbiz Holdings, Inc. is considered the
accounting survivor. In connection with the Merger, GVAC changed its name to Helbiz, Inc.

 On December 18, 2023, the Company was notified
by The Nasdaq Stock Market LLC ("Nasdaq") that as a result of the Company's previously disclosed noncompliance with
Nasdaq Listing Rules 5550(a)(2) and 5550(b)(2), Nasdaq has determined to delist the Company's common stock and warrants from
the Nasdaq Capital Market and, accordingly, will suspend trading in the Company's common stock and warrants effective at the open
of business, on December 20, 2023. On that same day the trading of the Company's common stock and warrants commenced on the OTC
Pink Sheets under its current trading symbol "MCOM" and "MCOMW".

 We previously offered our micromobility solutions
in the United States, but starting in 2023, we began to significantly reduce the cities in which we offered such solutions. In 2024, we
sold the last entities holding licenses to offer micromobility solutions in the United States.

 During the year ended December 31, 2024, the
Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected and the
Company's strategy to reduce the operating cash burn. On August 19, 2024, following the aforementioned decision to suspend the mobility
operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. ("Wheels") to a third party.

 During the year ended December 31, 2024,
the Company decided to exit the mobility operations in Europe due to the declining Electric mobility sector and the company's inability
to raise additional capital to sustain the mobility operations. As of the date hereof, we no longer have mobility operations.

 On December
31, 2024, we entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant
to the Agreement, we agreed to the transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe
Limited (which includes media and European mobility businesses) and Micromobility.com Italia S.r.l. and (ii) all rights, title and interest
in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms, (ii) all intellectual property owned
by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related data, as well as any internally produced
material by us (including its subsidiaries) in exchange for a sales price of $0.1 million, as a reduction of our debt owned by the Purchaser.
Prior to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is
a wholly- and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of
New York for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024
(or another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof,
we have not received such approval, and we may never receive such approval.

 Software and Advisory Services

 From incorporation and into 2024, our primary
business was the provision of on-demand transportation as a service through a fleet of electric vehicles that could be accessed on our
mobile app. As part of the business, our information technology team, primarily run through our Serbian subsidiary, developed several
in-house apps (including one focused on the users of our vehicles, another on servicing our vehicles when not in use and a third for streaming
content on our media platform) and focused on other technological advancements such a geo-fencing features and online payment integration.

 During the year ended December 31, 2024, we
started providing software development services through our Serbian subsidiary. To date, our only client has been Everli, S.p. A., a related
party that is controlled by our majority shareholder, Salvatore Palella. These services generated approximately $1.4 million in revenue
in our 2024 fiscal year.

 In detail, we provide software development
services and advisory services to entities looking to become public companies, though as mentioned above, our only client to date for
these services is a related party.

 Other business lines discontinued

 Helbiz Media

 We formed Helbiz Media, our wholly-owned subsidiary
dedicated to the acquisition and distribution of content over Helbiz Live, an internally developed app. In June 2023, the Company received
communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization
and broadcast of the LNPB content. The communications also requested the immediate payment of the invoices overdue amounting to $11.4
million. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction
of the Company's obligations under the original agreements in exchange of a payment of $5.4 million, last payment has been made
in January 2025. During the year ended December 31, 2024, the Company recorded a gain from extinguishment of debt classified as discontinued
operations. in the consolidated statement of operations amounted to $4.8 million.

 As mentioned above, on December 31, 2024, we
entered into a Stock Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement,
we agreed to the transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com
Italia S.r.l. Helbiz Media is fully owned by Helbiz Europe Limited and will be transferred if the closing conditions set out in the Stock
Purchase Agreement are met.

 Suppliers

 The company has no material suppliers that
it relies on for the software and advisory services.

 Employees

 As of March 31, 2025, we have 27 full-time
employees and 2 part-time employees. None of our employees are subject to a collective bargaining agreement, and we believe that our relations
with our employees generally are good.

 The following table sets out the number of our employees
on a full-time basis:

 Position

 Employees

 Management and administration

 Customer Support

 Technology/Research & Development

 Total

 Material Agreements

 In addition to our compensation agreements
with management and other material agreements described elsewhere in this annual report, we have entered into the following material agreements
under which we still have obligations or rights.

 Loan and Security Agreement

 On March 23, 2021, we entered into a Loan and
Security Agreement (the "Loan and Security Agreement") and other related agreements with four institutional lenders. Under
the terms of the Loan and Security Agreement, the aggregate principal amount of the loan was $15 million dollars and we received net proceeds
of $11.9 million thereunder. We are required to pay back such loan and any accrued and unpaid interest thereon on December 1, 2023.

 The loan carries interest at 9.2% per annum,
which increases in the event of a default under the loan to 13.2%. The interest of the loan is due monthly, but no payments need be made
directly by us during the first year as twelve months of interest payments were held in reserve and the first interest payments are paid
from that reserve until it is reduced to zero. At closing, we were required to pay in advance an intellectual property insurance premium
of 3.5% per annum (or part thereof).

 In connection with the loan, we granted the lenders a security
interest in certain intellectual property held by us. In the event of a default, the lenders may acquire that intellectual property to
settle any amounts due under the loan.

 On December 8, 2023, we entered into an Assignment and Release Agreement (the "Assignment Agreement") by and among the holder
of the obligations under the Agreement (the "Assignor") and YA II PN, Ltd. (the "Assignee"). Pursuant to that
Assignment Agreement, in exchange for the settlement amount of approximately $3.6 million, the Assignor assigned and conveyed the aggregate
principal amount outstanding (the "Principal") under a loan agreement the Company entered into with the Assignor on March
23, 2021, to the Assignee. In connection with the Assignment Agreement, we also agreed to grant the Assignee conversion rights subject
to the outstanding balance of $5.7 million (the "New Principal"), the remaining principal, subject to a conversion price
of $1.25 per share of common stock of the Company (the "Conversion Price"). As a result, the Assignee may convert the New
Principal in its sole discretion at any time on or prior to maturity at the Conversion Price. We
may not convert any portion of the New Principal if such conversion would result in the Assignee beneficially owning more than 4.99%
of our then issued common stock, provided that such limitation may be waived by the Assignee with 65 days' notice.

 In December 2024,
the Loan and Security Agreement, totaling approximately $6.3 million in principal and accrued interests, were assigned to an entity controlled
by our majority shareholder, Salvatore Palella. Refer to next paragraph "Assignment and Release Agreement" for further details
As of December 31, 2024, the Company was in default for non-payment under the terms of the Loan and Secured Agreement.

 Assignment and Release

 On December 9, 2024, we
entered into an Assignment and Release Agreement with YA II PN, Ltd. and Palella Holdings, LLC. Pursuant to that Agreement, we consented
to the transfer of all debt that we owed YA II PN, Ltd. from YA II PN Ltd. to Palella Holdings, LLC. Palella Holdings, LLC is a related
party as its majority shareholder is Salvatore Palella who until recently was our Chief Executive Officer and one of our directors and
who remains as our controlling shareholder. The debt that was transferred pursuant to the Assignment and Release Agreement consisted
of (i) approximately $3.4 million of principal outstanding under a convertible promissory note in the original principal amount of $4
million that was issued pursuant to a Standby Equity Purchase Agreement, dated March 8, 2023, (ii) approximately $5.7 million of principal
outstanding owed pursuant to a Loan and Security Agreement, dated as of March 23, 2021 (as amended on December 8, 2023), and (iii) approximately
$0.1 million of SEPA fees outstanding.

 Acquisition of Wheels Labs, Inc. and sale
of Wheels

 On November
18, 2022, we acquired all of the issued and outstanding shares of capital stock of Wheels Labs, Inc. ("Wheels"), and Wheels
became our wholly-owned subsidiary when another wholly-owned subsidiary ("Merger Sub") merged with and into Wheels (the "Merger").
In connection with the Merger, we entered into an Amended and Restated Agreement and Plan of Merger (the "Amended Merger Agreement")
 on October 24, 2022 with Wheels and Merger Sub and an Escrow Agreement with Wheels, Merger
Sub, an escrow agent and an authorized representative of certain security holders of Wheels.

 Pursuant to the Amended
Merger Agreement, in exchange for all of the outstanding share capital of Wheels, Merger Sub merged with and into Wheels and became our
wholly-owned subsidiary. The following is a summary of the Amended Merger Agreement, and we suggest that you review the entire Agreement,
which is attached as an exhibit to this Current Report, if you would like to have a deeper understanding of its terms.

 On August 19, 2024, following
the strategic decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. ("Wheels")
to a third party. The buyer accepted to assume all the Wheels liabilities in exchange for the Wheels assets.

 SEPAs

 On March 8, 2023, we
entered into a SEPA with Yorkville (the "March SEPA"). Pursuant to the March SEPA, we have the right, but not the obligation,
to sell to Yorkville up to $50 million of shares of Class A common stock at our request any time during the commitment period commencing
on March 8, 2023 and terminating on the earliest of (i) the first day of the month following the 24-month anniversary of the March SEPA
and (ii) the date on which Yorkville shall have made payment of any advances requested pursuant to the March SEPA for shares of our Class
A common stock equal to the commitment amount of $50 million. Each sale we request under the March SEPA (an "Advance") may
be for a number of shares of Class A common stock equal to the greater of: (i) an amount equal to 100% of the average daily traded amount
of the shares during the five Trading Day immediately preceding the delivery of an Advance Notice, or (ii) 5,000,000 shares of common
stock. The shares would be purchased at 95.0% of the Option 1 Market Price, which is the lowest VWAP (the daily volume weighted average
price of our Class A common stock for the applicable date on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading
hours) in each of the three consecutive trading days commencing on the trading day following our submission of an Advance Notice to Yorkville,
or 92.0% of the Option 2 Market Price, which is the VWAP during the period commencing upon receipt of such Advance Notice and ending on
4:00 p.m. on such day. An Advance with an Option 2 Market Price can only be selected with the consent of Yorkville.

 In addition, subject to the
mutual consent of the Company and Yorkville, we were able, from time to time, to request pre-advance loans from Yorkville, in the aggregate
not to exceed $50,000,000 and pursuant to the terms and conditions set forth in the March SEPA and the accompanying promissory note attached
thereto. Pre-Advance Loans could be repaid with cash (including the proceeds of an Advance) or in shares of Class A common stock if the
holder elected to convert the promissory note issued in connection with such Pre-Advance Loan.

 In connection with the execution
of the March SEPA, we agreed to pay a commitment fee of $0.7 million as consideration for its irrevocable commitment to purchase the shares
of Class A common stock upon the terms and subject to the satisfaction of the conditions set forth in the March SEPA.

 The SEPA facility was discontinued
in November of 2024.

 In our fiscal 2024, we drew
down approximately $0.6 million in exchange for the issuance of 35,400,000 shares of common stock under the SEPA.

 Agreements with Everli
S.P.A.

 During the year ended December 31, 2024, we entered into three agreements
with Everli S.P.A. ("Everli"). Everli was founded in 2014 and offers its grocery delivery service across cities in Europe.
It is a related party as our former President and Chief Executive Officer, Salvatore Palella and our majority shareholder, has also majority
equity interest in Everli. Two of the three agreements were entered into with our wholly-owned subsidiary, Helbiz Media, (entity fully
owned by Helbiz Europe Limited) and the other is an Agreement on Business Cooperation entered into with our wholly-owned subsidiary, Helbiz
Doo.

 The Agreement on Business
Cooperation is an agreement pursuant to which we will provide Everli with (i) software development services and (ii) services for preparing
for an initial public offering. Pursuant to the Agreement on Business Cooperation, Everli is to pay us an initial payment of 200
thousands, approximately $220 thousands, within five days of entering into the agreement and a monthly payment of 100 thousands,
approximately $110 thousands, subsequently amended to 128 thousands, approximately $140 thousand. This agreement has no fixed term
and may be terminated by either party with 30 days' notice.

 On December 31, 2024, we entered into a Stock
Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to the
transfer and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited (including Helbiz Media) and
Micromobility.com Italia S.r.l. As a result the two Agreements entered by Helbiz Media with Everli will be transferred to the new owner
if the closing conditions set out in the Stock Purchase Agreement are met.

 The
Service Supply Agreement concerns Helbiz Media providing design, development, and communication ideas to Everli. Under the terms of the
agreement, Everli is to pay us 7.3 million (including VAT), approximately $7.6 million, in exchange for our provision of "supply
services for Everli according to the consolidated industry practice, from the design phase of the various work streams to the realization
of the proposed solutions shared and approved by the client.". The Parties are currently negotiating an amendment for extending
or renegotiating the Service Supply Agreement which expired on March 1, 2025, considering that not all the agreed services have been provided.

 On November 11, 2024, the Company entered into
a third agreement with Everli. In detail, Helbiz Media, entered into a Service Agreement for the use of Helbiz Media platform, based on
which Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024 to November 30, 2029. Under the terms
of the service agreement, Everli is to pay the Company 14 million (including VAT), approximately $14.5 million in two years from
the signing date. As of December 31, 2024, we do not grant access to the platform to Everli, yet and does not issue any invoices to Everli.

 Stock Purchase Agreement

 On December 31, 2024, we entered into a Stock
Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to transfer
the and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com Italia S.r.l.
and (ii) all rights, title and interest in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms,
(ii) all intellectual property owned by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related
data, as well as any internally produced material by us (including its subsidiaries) in exchange for a sales price of $0.1 million. Prior
to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is a wholly-
and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of New York
for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024 (or
another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof,
we have not received such approval, and we may never receive such approval.

 Loan from
Palella Holdings LLC

 On January 31, 2024, we issued
a note to Palella Holdings LLC, an entity in which our former CEO and major shareholder is the sole shareholder, in exchange for net proceeds
of $1 million. Pursuant to the terms of the note, we are to pay Palella Holdings LLC $1 million on an interest free basis on January 31,
2025. The note is convertible into shares of our common stock at a conversion price to be agreed upon between us and Palella Holding LLC
at the time of such conversions. During the year ended December 31, 2024, the notes have been amended for increasing the net
proceeds for up to $1.6 million. During the year ended December 31, 2024, the Company repaid a portion in cash and $0.7 million by issuing
47,029,465 shares of the Company's Class A Common Stock.

 On December 31, 2024, the
Company has approximately $0.2 million as outstanding principal.

 ITEM 1A. RISK FACTORS

 We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 ITEM 1B. UNRESOLVED STAFF
COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Risk Management and
Strategy

 As part of the Company's overall risk
management system, the Company has diligently protected and secured physical, virtual, and cloud assets. The Company has deployed monitoring
systems, multifactor authentication (MFA), and single-sign-on (SSO) to ensure user accounts are protected from external cybersecurity
threats.

 Risks from Cybersecurity Threats

 As of the date of this filing, the Company
has not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially
affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial
condition. The Company's strategy is to mitigate risks preventatively; however, no assurances can be provided that there will not
be incidents in the future or that they will not materially affect the Company.

 Governance

 The Company's Board of Directors is responsible
for identifying the principal risks of the Company's business and ensuring that those risks are effectively managed. The Company's
Chief Technology Officer is responsible for assessing and managing the Company's risks from cybersecurity threats and has multiple
years of prior work experience in roles involving information technology. The Chief Technology Officer is informed about, and monitors
the prevention, detection, mitigation and remediation of, cybersecurity incidents through his management of, and participation in, the
monitoring systems and processes described above. The Chief Technology Officer reports information about such risks to the Company's
Chief Executive Officer and Chief Financial Officer, who then would report information to the Company's Board of Directors. When
appropriate, the Chief Technology Officer would be invited by management to present information to the Company's Board of Directors.

 ITEM 2. PROPERTIES

 Our headquarters are located at 500 Broome
Street, New York, NY.

 We do not currently own
any real estate and do not intend to purchase any real estate in the near term.

 ITEM 3. LEGAL PROCEEDINGS

 From time to time, we may
become involved in legal proceedings arising in the ordinary course of the business. There are currently no material legal proceedings
against us or that have been against us, and we are not aware of investigations being conduct by a governmental entity into our company.

 ITEM 4. MINE SAFETY DISCLOSURES

 None.

 ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Common Stock

 Our Class A common stock is listed on the on the OTCQB.
For a portion of our 2024 fiscal year, it traded on the OTC Pink Sheets. The following table sets forth, for the periods indicated the
high and low closing prices of our common stock on the OTCQB or OTC Pink Sheets as reported by Yahoo Finance.

 High Closing Price

 Low Closing Price

 Fiscal Year 2024 (quarter ended)

 December 31, 2024

 $

 0.013

 $

 0.010

 September 30, 2024

 $

 0.014

 $

 0.010

 June 30, 2024

 $

 0.017

 $

 0.006

 March 31, 2024

 $

 0.070

 $

 0.005

 The last reported sales price for our shares of common
stock on the Nasdaq Capital Market as of April 14, 2025, was $0.005 per share. As of December 31, 2024, we had approximately 96 shareholders
of record for our common stock.

 Transfer Agent

 The transfer agent for
our common stock is Continental Stock Transfer & Trust Company. The transfer agent and warrant agent's telephone number
and address is (212) 509-4000 and 1 State Street, 30 th Floor,
New York, NY. 10004.

 Dividends

 We have never declared or paid any cash dividends
on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business
and do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion
of the Board of Directors and will depend upon then existing conditions, including our financial condition and results of operations,
capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

 Nasdaq and OTCQB Compliance

 On December 20, 2023, our common stock was delisted
from the Nasdaq Capital Market for failure to meet continued listing requirements. We currently trade on the OTCQB but have ceased to
remain in compliance with the OTCQB's requirement that shares of stock traded thereon not trade below $0.01 for more than 30 consecutive
days. If we are removed from the OTCQB, our stock will trade on the OTC Pink Sheets. Historically, stock that trades on the OTC Pink Sheets
has had a lower volume than a stock that trades on a national securities exchange. We believe that the resulting material adverse consequences
include:

 •

 a limited availability
 of market quotations for our securities;

 •

 reduced liquidity for our
 securities;

 •

 a
 determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere
 to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 •

 a limited amount of news
 and analyst coverage; and

 •

 a decreased ability to
 issue additional securities or obtain additional financing in the future.

 Unregistered Sales of Equity Securities and Use
of Proceeds

 There have been no sales of unregistered equity securities that we have
not previously disclosed in filings with the U.S. Securities and Exchange Commission.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You should read the following discussion
and analysis of our financial condition and results of operations together with our consolidated financial statements and the related
notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to
its plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and
assumptions. You should read the "Forward-Looking Statements" and "Risk Factors" for a discussion of important
factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements
contained in the following discussion and analysis.

 The following discussion refers to our financial
results for the years ended December 31, 2024, December 31, 2023. For purposes of this following discussion the terms "we",
'our" or "us" or "the Company" and similar references refers to micromobility.com, Inc. and its affiliates.
Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.

 Overview

(together with its subsidiaries, "micromobility.com" or the "Company") was incorporated in the state of Delaware
in October 2015 with its headquarters in New York, New York.

31, 2024, the Company shifted its core business from micromobility and media services to software services. In detail, during 2024 the
Company entered into a Service agreement with Everli S.p. A., a related party (an entity controlled by the Company's major shareholder
and former President and Chief Executive Officer), for providing software development services and services for preparing it for an initial
public offering.

 The Company currently has
a strategic footprint with offices in New York and Belgrade.

 Recent events – Discontinued operations

 The Company was an intra-urban
transportation and media company, offering affordable, accessible, and sustainable forms of personal transportation, and providing live
and non-live media content. During 2024, the Company decided to drastically reduce, and in some area suspend, its mobility and media operations,
both in Italy and the United States of America, due to the high costs and related cash burn.

 Following the decision to
reduce its mobility and media operations, the Company entered into two Securities Purchase Agreements for selling the mobility and media
businesses.

 On August 19, 2024, following
the indefinite suspension of the mobility business in the United States of America the Company entered into a Securities Purchase Agreement
with a third-party, not considered a customer, for selling 100% of the equity interest of Wheels Lab, Inc. ("Wheels"), no
closing conditions were included in the Securities Purchase Agreement.

 On December 31, 2024,
following the decision to reduce the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with
a related-party, Palella Holdings LLC, (qualified as related party because it is the Company's major shareholder, and it is fully
owned by the former Company's President and Chief Executive Officer) for selling 100% of the equity interest of Helbiz Europe Limited
(excluding Helbiz Doo and including Helbiz Media) and micromobility.com Italia S.r.l. and the rights, title and interests in all Helbiz
brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the
State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from a Note
holder.

 Consolidated Results of Continuing Operations

 The following tables set
forth our results of operations for the periods presented. Percentages presented in the following tables may not sum due to rounding.

 Comparison of the Years ended
December 31, 2024, and 2023

summarizes our consolidated results of operations for continuing operations for the years ended December 31, 2024, and 2023.

 Year ended December 31,

 2024

 2023

 Revenue

 $
 1,422

 $
 —

 Cost of revenue

 1,114

 —

 2,611

 17,982

 —

 1,953

 Total operating expenses

 3,725

 19,935

 Loss from operations

 (2,303
)

 (19,935
)

 Total non-operating income (expenses), net

 (14
)

 1,176

 Exchange gain (loss), net

 (47
)

 (59
)

 —

 (57
)

 Net loss from continuing operations

 $
 (2,364
)

 $
 (18,876
)

 The following
table summarizes our consolidated results of operations for discontinued operations for the years ended December 31, 2024, and 2023.

 Year ended December 31,

 2024

 2023

 Revenue

 $
 1,493

 $
 9,844

 Cost of revenue

 2,227

 28,999

 1,155

 4,934

 —

 Sales and marketing

 2,837

 Impairment of Goodwill and Intangible Assets

 —

 16,660

 Write-off leasehold improvements

 —

 Total operating expenses

 4,951

 53,916

 Loss from discontinued operations

 (3,458
)

 (44,072
)

 Total non-operating income (expenses), net

 13,970

 Net loss from discontinued operations

 $

 $
 (43,179
)

 Revenues

31, 2024, the Company shifted its core business from micromobility and media services to IT software services. In detail, during 2024
the Company entered into a Service agreement with Everli S.p. A., a related party (an entity controlled by the Company's major shareholder),
for providing software development services. As a result, of the mentioned shift of the core business, the Company recorded media
and mobility businesses as discontinued operations.

summarizes our net revenues for continuing and discontinued operations for the years ended December 31, 2024, and 2023.

 2024

 2023

 IT Services Revenues – Related party

 1,422

 —

 —

 Total Revenues from continuing operations – Related Party

 $
 1,422

 $
 —

 —

 Total Revenues from discontinued operations – Third Party

 $
 1,493

 $
 9,844

 (85
)%

 Revenues from
continuing operations

 Total Revenues from continuing
operations are related to a service agreement entered in 2024 with Everli which is a related party as the Company's major shareholder
and former Chief Executive Officer has a majority equity interest in Everli. The mentioned Service Agreement requiring the Company to
provide software development services for Everli. During the year ended December 31, 2024, pursuant to the Agreement and related amendment,
the Company recorded revenues for IT services rendered amounting to $1,422.

 Revenues from
discontinued operations

 Total Revenues from discontinued
operations decreased by $8,352, or 85%, from $9,844 for the year ended December 31, 2023, to $1,493 for the year ended December 31, 2024.
This decrease was primarily due to Company's decision to exit the mobility and media operations, both in Italy and in the United
States of America, due to the high costs and related cash burn.

 Cost of Revenues

summarizes our Cost of Revenues for continuing and discontinued operations for the years ended December 31, 2024, and 2023.

 2024

 2023

 IT Developer Payroll

 $

 1,037

 $

 —

 —

 Depreciation

 —

 —

 Other Cost of revenues

 —

 —

 Total - Cost of revenues from continuing operations

 1,114

 —

 —

 Total - Cost of revenues from discontinued operations

 2,227

 28,999

 (92

)%

 Cost of Revenues from
continuing operations

 Cost of Revenue from
continuing operations is mainly related to personnel-related costs amounting to $1,037 which represents 93% of the Total Cost of Revenues
from continuing operations, amounting to $1,114. The IT developers employed by the Company are fully involved in the software development
activities for Everli.

 Cost of Revenues from
discontinued operations

 Cost of Revenue from
discontinued operations is mainly related to media and mobility businesses expenses and showed a decrease of $26,772, or 92%, from $28,999
for the year ended December 31, 2023, to $2,227 for the year ended December 31, 2024. The decrease is in line with the Company strategy
to exit these businesses for the high cash burn.

summarizes our Research and development costs for continuing and discontinued operations for the years ended December 31, 2024, and 2023.

 2024

 2023

 Research and development from continuing operations

 $

 —

 $

 1,953

 —

 Research and development from discontinued operations

 —

 —

from continuing operations

 Research and development from continuing
operations is mainly related to personnel-related costs amounting to $1,953 for the year ended December 31, 2023. In detail, these costs
were related to employees focused on developing new software and platforms; during the year ended December 31, 2024, these employees
have been moved to Everli software development services. As a result, during the year ended December 31, 2024; the costs related to IT
personnel have been reclassified to Cost of Revenues from continuing operations.

from discontinued operations

 Cost of Revenue from
discontinuing operations was mainly related to personnel-related costs amounting to $486 for the year ended December 31, 2023. In detail,
these costs were related to employees hired in the United States of America focused on maintaining the mobility platform.

 General and Administrative

summarizes our General and Administrative expenses for continuing and discontinued operations for the years ended December 31, 2024, and
2023.

 Year Ended

 2024

 2023

 Professional services fees

 $

 $
 5,320

 (82
)%

 G&A Payroll

 5,178

 (91
)%

 Insurances

 1,843

 (83
)%

 Software

 (68
)%

 Lease expenses for offices and corporate houses

 (82
)%

 Amortization, depreciation and loss on disposal

 (53
)%

 Other Corporate expenses

 3,759

 (90
)%

 Total – General and administrative from continuing operations

 $
 2,611

 $
 17,982

 (85
)%

 Total – General and administrative from discontinued operations

 $
 1,155

 $
 4,934

 (77
)%

 General and administrative expenses from
continuing operations

 General and Administrative
expenses from continuing operations decreased by $15,371 or 85% from $17,982 for the year ended December 31, 2023, to $2,611 for the year
ended December 31, 2024.

 The decrease is mainly driven
by the following reasons: a) reduction of professional services by $4,371 or 82%, highly impacted by the renegotiation or exit of multiple
advisor agreements, b) decrease of D&O insurance costs renegotiated during 2024; c) decrease of workforce, including executives generating
a decrease in G&A Payroll of $4,720, or 91%; d) reduction of Software expenses for $597, or 68%, several agreements were terminated
without renewals, e) exit from several lease agreements related to offices and corporate houses, not renewed, generating a decrease amounted
to $682, or 82%, f) general decrease of corporate expenses following the decision to drastically reduce the Company's cash burn.

expenses from discontinued operations

 General and Administrative
expenses from discontinued operations decreased by $3,779 or 77% from $4,934 for the year ended December 31, 2023, to $1,155 for the year
ended December 31, 2024. The decrease is in line with the Company's disinvestment of media and mobility businesses and the decision
to reduce the cash burn by these operations.

 Other operating expenses from discontinued operations

summarizes Other operating expenses for discontinued operations for the years ended December 31, 2024, and 2023.

 Year Ended

 2024

 2023

 Sales and marketing

 $

 $
 2,837

 (78
)%

 Impairment of Goodwill and Intangible Assets

 —

 16,660

 —

 Write-off leasehold improvements

 —

 —

 Total – Other operating expenses from discontinued operations

 $
 1,569

 $
 19,497

 (92
)%

 Sales and marketing expenses
from discontinuing operations decreased by $2,205 or 78%, from $2,837 for the year ended December 31, 2023 to $632 for the year ended
December 31, 2024. The decrease is explained by the Company's strategy to exit the mobility and media businesses, and the related
drastically reduction of marketing campaigns.

 The
decline in the Company's market capitalization and the reduction of the mobility operations initiated during the year ended December
31, 2023, were the main impairment indicators. As a result, during the year ended December 31, 2023, the Company identified impairment
indicators which indicate that the fair values of Wheels assets were below their carrying values; in detail, the Company recorded $13,826
as impairment of Wheels goodwill and $2,834 as impairment of Intangible assets.

December 31, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority
of the lease agreements related to warehouse facilities, including a retail store. In August 2024, the Company entered into a lease assignment
agreement with a related party, for the early exit of a retail store in New York. As a result of the aforementioned agreement, the Company
assigned all the rights and obligations under the previous lease to the new tenant, which is an entity fully-owned by the Company's
major shareholder. The Company recorded as Other income from discontinued operations a gain of $85 from the early termination of the New
York store lease; generated by the derecognition of the Right of Use of Asset, Security deposit and Operating lease liabilities. Additionally,
the Company recorded $937 as Write-off leasehold improvements from discontinued operations for the derecognition of leasehold improvements
related to the New York store.

 Total non-operating income (expense), net from continuing operations

 Year ended

 2024

 2023

 Interest expense, net

 $
 (3,068
)

 $
 (5,718
)

 (46
)%

 Gain (loss) on extinguishment of financial debts

 11,405

 (93
)%

 Legal claims - releases

 2,250

 —

 —

 SEPA financial income (expenses), net

 (102
)

 (4,215
)

 (98
)%

 (296
)

 (128
)%

 Total non-operating income (expenses), net from continuing operations

 $
 (14
)

 $
 1,176

 (101
)%

 Non-operating income
(expense), net, decreased by 101% or $1,190 from an income of $1,176 for the year ended December 31, 2023, to $14 of expenses for the
year ended December 31, 2024.

 Interest expenses, net

 Interest expenses decreased
by $2,650, or 46%, from $5,718 for the year ended December 31, 2023, to $3,068 for the year ended December 31, 2024. Such decrease is
mainly driven by the overall decrease of the Company's financial liabilities and the Related-party notes issued on an interest free
basis.

 Gain (loss) on extinguishment
of financial debts

 Gain on extinguishment of debt amounted to $822 and $11,405 for
the year ended December 31, 2024 and 2023.

 The 2024 gains are related to:

 a)

 an Amendment Agreement entered by the Company with the holder of an unsecured Note. In detail, the Company settled $734 of the aforementioned Unsecured Note by issuing 928,942 Class A Common Stock in March 2024, for the reduction of the Company's share price from the Amendment date to the issuance date the Company recorded a gain amounted to $728.

 b)

 A conversion agreement was reached with Palella Holdings LLC (a related party) for the conversion of a portion of a promissory note outstanding. In detail, on June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company's Class A Common Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date.

 The 2023 gain is mainly
related to the settlement of the secured loan; in detail, on November 27, 2023, the Company entered into a Settlement and Release Agreement
with the institutional lender, amending the original loan agreement which had a principal outstanding of $15,000. The main amended term
was the full satisfaction of the obligations under the original loan agreement in exchange of a payment of $3,595, on or prior December
8, 2023. The difference between the principal and the amount settled, amounting to $11,405 represents the gain.

 Legal claims –
releases

 The Company recorded $2,250
as legal claims releases for the year ended December 31, 2024, the amount was related to a litigation dismissed with a former investor.

 SEPA financial income (expenses),
net

 SEPA financial expenses, net decreased by
$4,113, or 98%, from $4,215 for the year ended December 31, 2023, to $102 for the year ended December 31, 2024. Such decrease is mainly
driven by the overall decrease of the SEPA usage, highly impacted by the Company's decreases in market volatility and market price.

 Total non-operating income (expense), net from discontinued operations

 Year ended

 2024

 2023

 Interest expense, net

 $

 (617

)

 $

 (292

)

 %

 Gain (loss) on extinguishment of financial debts

 —

 —

 Gain (loss) on extinguishment of accounts payable

 7,008

 —

 —

 Gain (loss) from Wheels sales

 7,596

 —

 —

 (17

)

 (103

)%

 Total
 non-operating income (expenses), net from discontinued operations

 $

 13,970

 $

 (1,465

)%

 Non-operating income
(expense), net, increased by 1465% or $13,077 from an income of $893 for the year ended December 31, 2023, to an income of $13,970 for
the year ended December 31, 2024. The increase is mainly related to non-recurring items.

 Gain (loss) on extinguishment
of accounts payable

 During the fiscal year ending
December 31, 2024, the Company recognized a gain related to the extinguishment of certain outstanding accounts payable, amounting to $7,008.
The gain resulted from these extinguishments is mainly related to multiple settlements with vendors, of which LNPB settlement represents
$4,852. In detail, the Company derecognized the liabilities or portion of them upon the execution of settlement agreements, or when payments
are made or when the Company is legally released from the obligation.

 Gain (loss) on extinguishment
of accounts payable

 In August 2024, the Company
sold 100% of the equity interest of Wheels. The transaction price of the sale is represented by the Wheels liabilities assumed by the
Buyer, there was no cash consideration or variable consideration in the sales agreement.

 The following table summarizes
the assets sold and liabilities assumed by the Buyer, generating a gain amounted to $7,596.

 $

 Prepaid and other current assets

 Property and Equipment Gross

 3,120

 Property and Equipment Accumulated Depreciation

 (3,115
)

 Other non-current Assets

 Total assets sold (Company's book values)

 $

 Accounts payables

 (3,725
)

 Financial liabilities

 (578
)

 (1,510
)

 Legal contingencies

 (1,539
)

 Deferred revenues

 (322
)

 Total Liabilities assumed (Company's book values)

 $
 (7,674
)

 Gain from the derecognition of nonfinancial assets

 7,596

 Total cash-consideration received from the sale

 $
 —

 Liquidity, Capital Resources and Indebtedness

 Since our inception, we
have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue
to have, an ongoing need to raise additional cash from outside sources to fund our operations and expand our business. If we are unable
to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition
to attaining profitable operations depends upon achieving a level of revenues adequate to support our cost structure.

 As of December 31, 2024,
our principal sources of liquidity were cash and cash equivalents of $397, of which $313 classified as discontinued operations.

 We plan to continue to fund our
operations through debt and equity financing, for the next twelve months.

 We may be required to seek
additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations,
including the new business lines. In the event that additional financing is required from outside sources, we may not be able to raise
it on terms acceptable to us or at all.

 The following table summarizes our indebtedness as of December
31, 2024.

 December 31, 2024

 Continuing Operations

 Discontinued Operations

 Related-Party Secured Convertible loan, net*

 6,298

 —

 Related-Party Promissory Note

 —

 Unsecured loans, net

 3,854

 1,916

 Advances from bank

 —

 11,460

 Other financial liabilities

 —

 Total Financial Liabilities, net

 10,475

 13,376

 Of which classified as Current Financial Liabilities, net

 10,475

 12,662

 Of which classified as Non-Current Financial Liabilities, net

 —

 *the convertible
debts have been sold to Palella Holdings LLC in December 2024 from YA II PN, Ltd., a financial institution considered a Third-Party.

 Our financial liabilities,
net increased by 55% or $8,480 from $15,371 for the year ended December 31, 2023, to $23,851 for the year ended December 31, 2024. The
increase is mainly explained by the new line of credit recorded as Advances from bank, partially compensated by the repayments occurred
during the year 2024.

 As of December 31, 2024, the Company is in default for non-payment under the terms of the Secured Convertible loan
and the Unsecured loans. In October 30, 2024, the Company received a judgment against it from the Supreme Court of the State of New York
for the payment of the full principal, interest and costs and disbursements in connection with the one of unsecured loan for approximately
$2,454. The Company is currently identifying and evaluating the alternative paths for facing the judgement and for renegotiating with
Palella Holdings LLC and the other unsecured loan holders new re-payment plans.

 Securities outstanding as
of December 31, 2024

 As of December 31, 2024,
we had the following outstanding securities:

 December 30, 2024

 Class A Common Shares

 92,214,637

 Total Common Shares outstanding

 92,214,637

 Preferred stock

 —

 Total Preferred Stock outstanding

 —

 Warrants

 2,641

 Stock Option Plans

 1,050

 Restricted Stocks granted

 Total Warrants, Restricted Stocks and Stock Options outstanding

 3,712

 Common Shares and Preferred stocks

 As of December 31, 2024, the Company's
charter authorized the issuance of up to 900,000,000 shares of Class A common stock, $0.00001 par value per share, and 100,000,000 shares
of preferred stock at $0.00001 par value per share.

 Related Party Transactions

 2024 Transactions

 2024 Stock
Purchase Agreement - Palella Holdings LLC

 On December 31, 2024, following
the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a related-party,
Palella Holdings LLC, (qualified as related party because it is the Company's major shareholder, and it is fully owned by the former
Company's President and Chief Executive Officer) for selling 100% of the equity interest of the European entities, excluding Helbiz
Doo (the Serbian entity generating the IT revenues), and the rights, title and interests in all Helbiz brands and platforms owned by
the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New York, involved
in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from a Note holder.

with Everli S.p. A. – continuing operations

 In the first quarter of
2024, the Company entered into a business agreement with Everli S.p. A. ("Everli") which is a related party as the Company's
major shareholder and former Chief Executive Officer has a majority equity interest in Everli.

 Helbiz Doo, the Serbian
subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli requiring Helbiz Doo to provide software development
services. During the year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting
to $1,459 the amount have been fully paid during the year, for services rendered during the period in line with the Agreement. The Company
recorded $1,422 as IT Services Revenues - Related Party for the year ended December 31, 2024.

 Agreements
with Everli S.p. A. – discontinuing operations

 In the first quarter of
2024, the Company entered into a business agreement with Everli. In detail, Helbiz Media, an Italian subsidiary of micromobility.com,
entered into a Service Supply Agreement with Everli requiring Helbiz Media to provide design, development, and communication ideas and
activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $7,576 (including VAT).

 On November 11, 2024, the
Company entered into a service agreement with Everli. In detail, Helbiz Media, entered into a Service Agreement for the use of Helbiz
Media platform, based on which Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024 to November 30,
2029. Under the terms of the service agreement, Everli is to pay the Company $14,490 (including VAT) in two years from the signing date.
As of December 31, 2024, the Company does not grant access to the platform to Everli and does not issue any invoice to Everli.

 No Revenues have been recorded
in the discontinued operations for these two agreements during the year ended December 31, 2024.

 Promissory
Notes - Palella Holdings LLC

31, 2024, Palella Holdings LLC (qualified as related party because it is the Company's major shareholder, and it is fully owned
by the former Company's Chief Executive Officer), provided to the Company $3,181, on an interest free basis with maturity date January
31, 2025. During the year ended December 31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company's
Class A Common Stock.

 On June 10, 2024, the Company
and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company's Class A Common
Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date.
The conversion price applied for the aforementioned issuance is not applicable for further conversions.

 As a result of the above
repayment and conversion, on December 31, 2024, the Company has $228 as outstanding principal.

 Secured convertible loan - Palella Holdings LLC

 On December 8, 2023, the
Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the "Note holder"). The secured loan has a principal amount
of $5,750, with 37.5% issuance discount, December 8, 2024, as maturity date, 9.25% as annum interest rate and 13.25% as annum default
interest rate. The secured loan shall be convertible into shares of the Company's Class A common stock at the option of the Note
Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common
Stock in accordance with the Conversion Price defined as $1.25.

31, 2024, YA II PN, Ltd. sold the Secured Loan agreement to Palella Holdings LLC, (qualified as related party because it is the Company's
major shareholder, and it is fully owned by the former Company's Chief Executive Officer).

 As of December 31, 2024, the Company has
$6,298 outstanding as principal and accumulated interests, and it was in default for non-payment under the terms of the Secured Loan
Agreement. The Company is currently negotiating a new repayment plan with Palella Holdings LLC.

 Convertible debt - Palella Holdings LLC

31, 2024, YA II PN, Ltd. sold a convertible Note to Palella Holdings LLC, (qualified as related party because it is the Company's
major shareholder, and it is fully owned by the former Company's Chief Executive Officer).

31, 2024, the Company fully repaid in cash the convertible debt. In detail, a cumulative payment of $122 (of which $116 was principal,
and $6 was payment premium) was paid to YA II PN, Ltd. while the remaining $3,619 (of which $3,447 was principal, and $172 was payment
premium) was paid to Palella Holdings LLC.

 Lease Assignment agreement – Revolving Store Inc

 In August 2024, the Company entered
into a Lease Assignment agreement with Revolving Store Inc, an entity controlled by Palella Holdings LLC. The Lease Assignment agreement
established that Revolving Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the
tenant since March 2023. The early exit from the New York store lease generated a gain for the Company amounted to $85, for the derecognition
of the Operating Lease liabilities amounted to $643, partially compensated by the derecognition of the Right of use of Assets and Security
deposit for cumulative $559. In detail, the Company had $86 of overdue monthly rents for the period from February 2024 to July 2024, assumed
by the new tenant: Revolving Store Inc.

 2023 Transactions

 Fromer CEO (Salvatore Palella) conversion
of deferred salaries

31, 2023, our majority shareholder and former CEO converted a portion of his deferred salaries, totaling $78, into 87 shares of Class
A Common Stock.

 Fromer CEO (Salvatore Palella) Purchase
of Series B Preferred Stock

 On March 13, 2023, the Company
issued 3,000 Series B Preferred Stock to the Company's CEO for an aggregate purchase price of $0.5. Series B had no voting rights,
except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder
of the Company's Series B was required to vote any proposal for a reverse stock split on a "mirrored" basis. This meant
that the Series B holder was required to cast their votes "For" and "Against" each such proposal in the same proportions
as the holders of Company's Class A Common stock eligible and voting at the Special Meeting cast their votes, in the aggregate.
On March 30, 2023, the Company's Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share.
As of December 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.

 Conversion of Class B Common Stock

 On August 12, 2023, the
1,897 shares of Class B common stock automatically converted into 1,897 shares of Class A common stock. On August 12, 2021, the Company
issued the Class B Common Stock to the Company's former CEO (Salvatore Palella), with the clause of an automatic conversion into
Class A Common Stock on the second anniversary of the issuance (August 12, 2023).

 Related party shipping

 During
the year ended December 31, 2023, the Company recorded as Cost of Revenues from discontinued operations $56 for shipping services provided
by a related party. The service provider is a Company whose CEO is a parent of Salvatore Palella, Company's majority shareholder
via Palella Holdings LLC and former CEO of micromobility.com.

 Board members conversion of deferred
salaries

31, 2023, board members converted a portion of their deferred salaries, totaling $69, into 1,062 Warrants to purchase shares of Class
A Common Stock with a strike price of $174.00 and 5-years from issuance as expiration date.

31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $90, into
397 shares of Class A Common Stock, generating a gain for the Company amounted to $25.

 Litigation

 The Company is from time
to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations
that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate
amounts of damages.

 The Company records a
liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated.
If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the
possible loss in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount
of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect
the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required
to determine both the probability and the estimated amount of any potential losses and many of the legal proceedings are early in the
discovery stage and unresolved.

 As of December 31, 2024, and
2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded
as Accruals for legal contingencies, included in Legal contingencies; $0 and $3,978 (of which $1,711 were related to Wheels and classified
as Liabilities from discontinued operations for the year ended December 31, 2023), respectively.

31, 2024, the Company was named as a defendant in an action brought in the Supreme Court of New York County, New York, for which a motion
for summary judgment was entered into in October 2024 against the Company. The case is captioned Bernheim Investment Fund SICAV, vs. Micromobility.om
Inc. The court's order granting summary judgment awarded the plaintiff for the full amount of principal and interest overdue. The
amount is recorded as Short-term financial liabilities in the consolidated financial statement, amounting to $2,454; because it
is related to the 2022 unsecured note that the Company issued in July, 2022 in exchange for 2,000 Euro with 6.75% as interest on an annual
basis. The Company is currently identifying and evaluating the alternative paths for facing the judgement.

31, 2024, the Company released an amount previously accrued, $2,250, related to a claim with a former investor who claimed financial losses
amounting to $4,000 for breaching contractual obligations. The plaintiff recently withdrawn the claim and the Company released the full
amount.

 The Company is also involved in certain claims where the losses are not
considered to be reasonably estimable or probable; for these claims the range of potential loss is between 0 to $300.

 Critical Accounting Estimates

 Our management's discussion
and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared
in accordance with U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets
and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events
and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions
on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

 We consider an accounting estimate
to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the
accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different
estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results
of operations. We did not identify any critical accounting estimate as defined above.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Year Ended December 31, 2024 and 2023

 Report of Independent Registered Public Accounting Firm (PCAOB ID 688)

 Financial Statements

 Consolidated Balance Sheets as of December 31, 2024, and 2023

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of micromobility.com, Inc. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of
operations and comprehensive loss, convertible preferred stock and stockholders' deficit and cash flows for each of the two years
in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In
our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December
31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2,
the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet
its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the
current period audits of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. We determined that there are no critical audit matters.

 /s/ Marcum LLP

 Marcum LLP

 We have served as the Company's auditor
since 2021.

 New York, NY

 April 15, 2025

 F- 2

Inc.

 Consolidated Balance
Sheets

 (in thousands, except share
and per share data)

 2024

 2023

 ASSETS

 Current assets:

 $

 $

 VAT receivables

 Prepaid and other current assets

 Current assets of discontinued operations

 1,547

 2,342

 Total current assets

 1,735

 3,028

 Equipment, net

 Right of use assets

 —

 Other assets

 Non-current assets of discontinued operations

 3,658

 TOTAL ASSETS

 $
 2,136

 $
 7,032

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 1,792

 $
 2,106

 Accrued legal claims

 —

 2,267

 Deferred revenues – Related Party

 —

 Short term financial liabilities, net

 3,949

 11,610

 Short term financial liabilities, net – Related Party

 6,526

 —

 Current liabilities of discontinued operations

 21,915

 31,681

 Total current Liabilities

 34,448

 48,089

 Finance lease liabilities

 —

 Non-current liabilities of discontinued operations

 2,730

 TOTAL LIABILITIES

 35,300

 50,834

 Commitments and contingencies

 Note 9

 STOCKHOLDERS' DEFICIT

 Preferred stock, $ 0.00001 par value; 100,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A Common stock, $ 0.00001 par value; 900,000,000 shares authorized and; 92,214,637 and 8,856,230 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively.

 210,896

 210,339

 Accumulated other comprehensive loss

 ( 848
)

 ( 2,144
)

 Accumulated deficit

 ( 243,212
)

 ( 251,997
)

 Total Stockholders' deficit

 ( 33,164
)

 ( 43,802
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 2,136

 7,032

 The accompanying notes are an integral
part of these consolidated financial statements.

 F- 3

Inc.

 Consolidated Statements
of Operations and Comprehensive Loss

 (in thousands, except share
and per share data)

 2024

 2023

 Revenue - Related Party

 $
 1,422

 $
 —

 Cost of revenue

 1,114

 —

 2,611

 17,982

 —

 1,953

 Total operating expenses

 3,725

 19,935

 Loss from operations

 ( 2,303
)

 ( 19,935
)

 Non-operating income (expenses), net

 Interest expense, net

 ( 3,068
)

 ( 5,718
)

 Legal claims - releases

 2,250

 —

 Gain on extinguishment of financial debts

 11,405

 SEPA financial income (expenses), net

 ( 102
)

 ( 4,215
)

 ( 296
)

 Total non-operating income (expenses), net

 ( 14
)

 1,176

 Exchange gain (loss), net

 ( 47
)

 ( 59
)

 —

 ( 58
)

 Net loss from continuing operations

 $
)

 $
 ( 18,876
)

)

 8,148

)

 Basic and diluted Earnings Per Common Share

 Net income (loss) from continuing operations per share attributable to common stockholders, basic and diluted

 $
 ( 0.03
)

 $
 ( 13.05
)

 Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted

 0.15

 ( 29.85
)

 Net income (loss) per share attributable to common stockholders, basic and diluted

 $
 0.12

 $
 ( 42.90
)

 Weighted-average number of shares outstanding used to compute net income or loss per share, basic

 67,980,892

 Weighted-average number of shares outstanding used to compute net income or loss per share, diluted

 68,009,289

 8,148

)

 Other comprehensive (loss) income, net of tax:

 Changes in foreign currency translation adjustments

 1,296

 Net income (loss) and comprehensive income

 $
 9,444

 $
 ( 61,295
)

 The accompanying notes are an integral
part of these consolidated financial statements.

 F- 4

Inc.

 Statements of Convertible Preferred Stock
and Stockholders' Deficit

 (in thousands, except share and per share
data which account for two reverse Splits occurred during year ended

 December 31, 2023)

 SERIES A – CONVERTIBLE PREFERRED

 Class A Common Stock

 Class B Common Stock

 Accumulated

 Accumulated Other Comprehensive

 TOTAL STOCKHOLDERS'

 STOCK

 Shares

 Amount

 Shares

 Amount

 Deficit

 (Loss) Income

 DEFICIT

 Balance as of January 1, 2023 (Retroactive application of the two reverse split ratios 1:50 and 1:150)

 $

 21,802

 $
 152,996

 1,897

 $
 —

 $
 ( 189,942
)

 $
 ( 2,904
)

 ( 39,850
)

 Issuance of shares of common stock – for Advance Notices under SEPA

 —

 8,829,072

 54,192

 —

 —

 —

 —

 54,192

 Issuance of shares of common stock – for Conversion of Convertible Notes

 —

 1,296

 —

 —

 —

 —

 1,296

 Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks

 ( 945
)

 —

 —

 —

 —

 Issuance of shares of common stock and warrants – for various operating and investing activities

 —

 1,089

 —

 —

 —

 —

 Share based compensation

 —

 —

 —

 —

 —

 Class B shares of common stock conversion into Class A shares of common stock

 —

 1,897

 —

 ( 1,897
)

 —

 —

 —

 —

 Changes in currency translation adjustment

 —

 —

 —

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

)

 —

)

 Balance as of December 31, 2023

 $
 —

 8,856,230

 $
 210,339

 —

 $
 —

 $
 ( 251,997
)

 $
 ( 2,144
)

 $
 ( 43,802
)

 Class A Common Stock

 Accumulated

 Accumulated Other Comprehensive

 TOTAL STOCKHOLDERS'

 Shares

 Amount

 Deficit

 (Loss) Income

 DEFICIT

 Balance as of January 1, 2024

 8,856,230

 $
 210,339

 -

 $
 ( 251,997
)

 $
 ( 2,144
)

 ( 43,802
)

 Issuance of common shares – for Advance Notices under SEPA

 35,400,000

 —

 —

 Issuance of common shares – for Settlement of financial liabilities

 928,942

 —

 —

 Issuance of common shares – for Conversion of Related Party - Promissory Note

 47,029,465

 —

 —

 Share based compensation

 —

 ( 624
)

 —

 Changes in currency translation adjustment

 —

 —

 —

 1,296

 1,296

 —

 —

 -

 8,148

 —

 8,148

 Balance as of December 31, 2024

 92,214,637

 210,896

 -

 $
 ( 243,212
)

 $
 ( 848
)

 $
 ( 33,164
)

 The accompanying notes are an integral
part of these consolidated financial statements.

 F- 5

Inc.

 Consolidated Statements of Cash Flows

 (in thousands, except share and per
share data)

 Years ended December 31,

 2024

 2023

 Operating activities

 $
 8,148

 $
)

)

 Net income (loss) from continuing operations

)

 ( 18,876
)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 Depreciation and amortization

 Assets write-offs

 Non-cash interest expenses and amortization of debt discount

 2,886

 2,345

 Amortization of Right-of-use assets

 Share-based compensation

 Gain on extinguishment financial debts

 ( 822
)

 ( 11,405
)

 Gain on extinguishment Account Payables

 ( 99
)

 —

 Release of legal contingencies

 ( 2,250
)

 —

 Other non-cash activities

 ( 85
)

 Changes in operating assets and liabilities:

 Deferred Revenues – Related Party

 —

 Prepaid and other assets

 1,277

 Accounts payables

 ( 115
)

 ( 989
)

 ( 208
)

 1,709

 Net cash used in operating activities from continuing operations

 ( 2,179
)

 ( 24,972
)

 Net cash used in operating activities from discontinued operations

 ( 6,327
)

 ( 12,498
)

 Net cash used in operating activities

 ( 8,506
)

 ( 37,470
)

 Investing activities

 Purchase of equipment

 ( 2
)

 ( 31
)

 Net cash used in investing activities from continuing operations

 ( 2
)

 ( 31
)

 Net cash used in investing activities from discontinued operations

 ( 63
)

 ( 1,462
)

 Net cash used in investing activities

 ( 65
)

 ( 1,493
)

 Financing activities

 Proceeds from issuance of financial liabilities

 14,413

 Repayment of financial liabilities

 ( 173
)

 ( 28,098
)

 Proceeds from issuance of financial liabilities, due to related party

 3,081

 —

 Repayment of financial liabilities, due to related party

 ( 5,695
)

 —

 Proceeds from sale of Class A common shares, net

 54,192

 Net cash provided by (used in) financing activities from continuing operations

 ( 2,159
)

 40,507

 Net cash provided by (used in) financing activities from discontinued operations

 9,641

 ( 2,876
)

 Net cash provided by financing activities

 7,482

 37,631

 Increase (decrease) in cash and cash equivalents, and restricted cash

 ( 1,089
)

 ( 1,333
)

 Effect of exchange rate changes

 1,343

 Net increase (decrease) in cash and cash equivalents, and restricted cash

 ( 593
)

 Cash and cash equivalents and restricted cash at beginning of period - continuing operations

 Cash and cash equivalents and restricted cash at beginning of period - discontinued operations

 Cash and cash equivalents, and restricted cash, beginning of year

 Cash and cash equivalents, and restricted cash, end of the period

 $

 $

 RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET

 Restricted cash, included in Current and Other assets

 —

 Supplemental disclosure of cash flow information

 Cash paid for:

 Interest

 $

 $
 3,448

 Income taxes, net of refunds

 $
 —

 $

 Non-cash investing & financing activities from continuing operations

 Issuance of common shares – for Conversion of Related-party Promissory Notes

 —

 Issuance of common shares – for conversion of financial liabilities

 1,296

 Forfeiture of CEO Performance Awards

 —

 Issuance of common shares – for conversion of Series A Preferred Shares

 —

 Issuance of common shares - for Settlement of Payroll Liabilities

 —

 Issuance of common shares - for Settlement of Account payables

 —

 Issuance of warrants - for Settlement of Account payables

 —

 Non-cash investing & financing activities from discontinued operations

 Derecognition of Wheels assets

 —

 Derecognition of Wheels liabilities

 7,674

 —

 New Lease agreement

 Issuance of common shares – for purchasing Intangible Assets

 —

 Lease agreements early termination

 1,330

 1,560

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 6

Inc.

 Notes to Consolidated Financial Statements

 (in thousands, except share and per share data
which account for two reverse Splits
occurred during year ended December 31, 2023)

 1. Description of Business and Basis of Presentation

 Description of Business

(together with its subsidiaries, "micromobility.com" or the "Company") with its headquarters in New York, New
York.

31, 2024, the Company shifted its core business from micromobility and media services to IT software services. In detail, during 2024
the Company entered into a Service agreement with Everli S.p. A., a related party (an entity controlled by the Company's major shareholder),
for providing software development services.

 Discontinued operations

 The Company was an intra-urban
transportation and media company, offering affordable, accessible, and sustainable forms of personal transportation, and providing live
and non-live media content. During 2024, the Company decided to exit the mobility and media operations, both in Italy and the United States
of America, due to the high costs and related cash burn.

 Following the decision to
reduce its mobility and media operations, the Company entered into two Securities Purchase Agreements for selling the mobility and media
businesses.

 On August 19, 2024 ("Sale
Date"), following the indefinite suspension of the mobility business in the United States of America the Company entered into a
Securities Purchase Agreement with a third-party, not considered a customer, for selling 100% of the equity interest of Wheels Lab, Inc.
("Wheels").

 On December 31, 2024,
following the decision to reduce the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with
a related-party, Palella Holdings LLC, (qualified as related party because it is the Company's major shareholder, and it is fully
owned by the former Company's Chief Executive Officer) for selling 100 % of the equity interest of Helbiz Europe Limited (excluding
Helbiz Doo and including Helbiz Media) and micromobility.com Italia S.r.l. and the rights, title and interests in all Helbiz brands and
platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of New
York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from a Note holder.

 Basis of Presentation

 These consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP") and include the accounts of the Company and its wholly- owned subsidiaries. All intercompany balances and transactions have
been eliminated, including the balances related to the subsidiaries involved in the Stock Purchase Agreement signed on December 31, 2024.

 The Company uses the
U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from
remeasurement of foreign currency balances into U.S. dollars are included in the consolidated statements of operations. For the foreign
subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into
U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.

 2. Going Concern and Management's Plans

 The Company has experienced
recurring operating losses and negative cash flows from operating activities since its inception. To date, these operating losses have
been funded primarily from outside sources of invested capital. The Company had, and expects to continue to have, an ongoing need to raise
additional cash from outside sources to fund its operations. Attaining profitable operations depends upon achieving a level of revenues
adequate to support the Company's cost structure. These conditions raise substantial doubt about the Company's ability to
continue as a going concern within one year after the date that the financial statements are issued.

 The Company plans to continue
to fund its operations through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable
to the Company, or at all.

 The accompanying consolidated
financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability
and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable
to continue in existence.

 F- 7

 3. Significant Accounting Policies and Use
of Estimates

 Use of Estimates

 The preparation of financial
statements in conformity with US GAAP generally requires management to make estimates and assumptions that affect the reported amount
of certain assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts
that require management estimates include warrant and financial instruments, purchase price allocation for business combinations, useful
lives of intangible assets, property and equipment and valuation allowance for deferred income taxes.

 Management bases its estimates
on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.

 Discontinued Operations

 The Company records
discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company's
operations, as defined in ASC Topic 205-20, Discontinued Operations ("ASC Topic 205-20"). A strategic shift typically includes
the disposal of a major geographic area, a major line of business, or a significant equity investment.

 When a business unit is
classified as discontinued, the Company reports the results of operations, including any gain or loss on disposal, net of tax, separately
from continuing operations in the consolidated statements of operations for both current and prior periods presented. Assets and liabilities
associated with the discontinued operations are also presented separately in the consolidated balance sheets.

 Segment Information

 Operating segments are defined
as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating
Decision Maker (CODM) in deciding how to allocate resources to an individual segment and in assessing performance. The Company's
Chief Executive Officer, Gian Luca Spriano, is the Company's CODM. The CODM reviews financial information presented on a consolidated
basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

 For the year ended December
31, 2024, the Company has determined to have operated in one operating segment, IT services with revenues generated in Europe.

 Revenue Recognition – continuing operations

 The Company accounts for
its revenue transactions under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"). In accordance with ASC Topic 606,
the Company recognizes revenues when its customers obtain control of its product for an amount that reflects the consideration it
expects to receive from its customers in exchange for that product. To determine revenue recognition for contracts that are determined
to be in scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer;
(ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price
to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it
is entitled to in exchange for the goods or services it transfers to the customer. Once the contract is determined to be within
the scope of ASC Topic 606, the Company assesses the goods or services promised within each contract and determines those that are
performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the
amount of the transaction price that is allocated to the respective performance obligation when such performance obligation is satisfied.

 F- 8

 Stock-Based Compensation

 The Company accounts for
stock-based compensation expense in accordance with the fair value recognition and measurement provisions of U.S. GAAP, which requires
compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The fair value
of stock-based awards, granted or modified, is determined on the grant date at fair value, using appropriate valuation techniques. The
Company accounts for forfeitures when they occur. In the event of a forfeiture of an unvested award, the previously recognized
compensation expense related to that award is reversed in the period of forfeiture. Such reversals are recorded as a reduction to stock-based
compensation expense within the consolidated statements of operations, with a corresponding decrease to additional paid-in capital. If
the forfeiture relates to awards granted in prior periods that are now closed, the reversal is recorded as an adjustment to accumulated
deficit.

 Concentration of Credit Risk

 Cash and cash equivalents,
restricted cash are potentially subject to credit risk concentration. Cash and cash equivalents and restricted cash consist of cash deposits
which typically exceed insured limits and are placed with international financial institutions. The Company has not experienced any material
losses related to these concentrations during the periods presented.

 Cash and Cash Equivalents

 The Company maintains cash
in bank deposits in different currencies, mainly the U.S. Dollar, Euro and Serbian Dinar.

 Foreign Currency

 The
Company has operations in foreign countries whose functional currency is the local currency. All assets and liabilities denominated in
a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated
at the average exchange rate applicable during the period. Translation gains and losses are included as a component of accumulated other
comprehensive loss in stockholders' equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in Exchange gain (loss), net in the accompanying consolidated
statements of operations and comprehensive loss when incurred.

 Equipment

 Equipment consists of computers
and software, furniture and fixtures, and IT equipment leased under finance lease. Equipment is stated at cost less accumulated depreciation.
Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for equipment
commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments
are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated
balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.

 The table below, shows the useful lives for the
depreciation calculation using the straight-line method:

 Schedule of useful lives

 Useful
 life

 Computers and Software

 3 years

 Furniture and fixtures

 7 years

 Leasehold
improvements are amortized on a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets.

 F- 9

 Financial Liabilities

 The Company accounts for
Financial Liabilities between Current and Non-current liabilities based on the re-payment terms and conditions.

 At the issuance of each
financial instrument the Company evaluates the presence of: embedded derivatives, other instruments issued in conjunction of the financial
transactions such as warrants. In case the Company identified more than one financial instrument or embedded derivatives, the Company
allocates the gross proceeds, at issuance date. For subsequent measurement of bifurcated embedded derivatives and warrants classified
as liability the Company followed the applicable authoritative guidance which required subsequent adjustments of the instruments at fair
value with impact on the Consolidated Statement of Operations.

 Deferred income taxes are
recorded for the expected tax consequences of temporary differences between the tax basis of assets and liabilities for financial reporting
purposes and amounts recognized for income tax purposes. The Company periodically reviews the recoverability of deferred tax assets recorded
on the consolidated balance sheet and provides valuation allowances as deemed necessary to reduce such deferred tax assets to the amount
that will, more likely than not, be realized. A full valuation allowance was recorded against the deferred tax assets as of December 31,
2024, and 2023.

 Income tax expense consists
of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules.

 Significant judgment is
required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance,
the Company considers all available evidence for each jurisdiction including past operating results, estimates of future taxable income
and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination of the amount of deferred
tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax expense in
the period in which such determination is made.

 The amount of deferred tax
provided is calculated using tax rates enacted at the balance sheet date. The impact of tax law changes is recognized in periods when
the change is enacted.

 A two-step approach is applied
in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine
if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including
resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is
more than 50% likely to be realized upon ultimate settlement.

 The Company's policy
is to recognize interest and penalty expenses associated with uncertain tax positions as a component of income tax expense in the Consolidated
statements of operations and comprehensive loss. As of December 31, 2024, and 2023, the Company had no accrued interest or penalties related
to uncertain tax positions and no amounts have been recognized in the Company's consolidated statements of operations and comprehensive
loss.

 Net Income (Loss) Per Share Attributable to Common
Stockholders

 Basic net income (loss)
per share is computed by dividing the income (loss) by the weighted-average number of shares of common stock outstanding during the period.
The diluted income (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period, unless
the cumulative impact is anti-dilutive. For periods in which the Company reports net losses, diluted net loss per common share attributable
to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive
common stock are not assumed to have been issued if their effect is anti-dilutive.

 Recent Accounting Pronouncements Not Yet Adopted

 In December 2023, the FASB
issued ASU No. 2023-09, "Improvements to Income Tax Disclosures", which requires companies to provide disaggregated information
about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new requirements will
be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the
impact of adopting this standard on the consolidated financial statements.

 In November 2024, the FASB
issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation
of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions
presented on the face of the income statement as well as disclosures about selling expenses. This standard is effective for annual reporting
periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact the adoption
of this standard will have on our disclosure.

 F- 10

 4. Discontinued Operations –
Mobility and Media businesses

December 31, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America and to sell the
mobility and media operations in Italy, due to the high costs connected and the Company's strategy to reduce the operating cash
burn.

 On August 19, 2024 ("Sale
date"), following the aforementioned decision to suspend the mobility operations in US, the Company sold 100 % of the equity interest
of Wheels to a third party not considered a Company's customer ("Buyer"). Wheels assets, liabilities and results of
operations represented a material portion of the mobility business in the United States.

 On December 31, 2024,
following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a
related-party, Palella Holdings LLC, (qualified as related party because it is the Company's major shareholder, and it is fully
owned by the former Company's Chief Executive Officer) for selling 100 % of the equity interest of the European entities (which includes
Helbiz Media and all the European mobility operations), excluding Helbiz Serbia (the entity generating the IT revenues), and the rights,
title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval
of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving
a waiver from a Note holder.

 In
connection with the suspension of the mobility business in the United States, the sale of Wheels assets and the expected sales of the
European entities, the Company concluded that the assets, liabilities and results of operations of the Mobility and Media businesses met
the criteria for classification as discontinued operations. As a result, the Company has presented the results of operations, cash flows
and financial position of the mobility and media businesses in the United States of America as discontinued operations in the accompanying
consolidated financial statements and notes for all periods presented.

 The
following table presents the assets and liabilities of mobility and media businesses, classified as Discontinued Operations:

 Schedule of discontinued operations

 2024

 2023

 ASSETS

 Current assets:

 $

 $

 Accounts receivables

 VAT receivables

 Prepaid and other current assets

 Total current assets

 1,547

 2,342

 Property, equipment and deposits, net

 2,210

 Right of use assets

 1,168

 Other assets

 TOTAL ASSETS

 $
 1,847

 $
 6,000

 LIABILITIES

 Current liabilities:

 Accounts payable

 $
 4,500

 $
 20,886

 3,203

 5,607

 Legal contingencies

 —

 1,711

 Deferred revenues

 1,558

 Deferred revenues – Related Party

 —

 Short term financial liabilities, net

 12,662

 1,919

 Total current Liabilities

 21,915

 31,681

 Non-current financial liabilities, net

 1,842

 Other non-current liabilities

 TOTAL LIABILITIES

 22,767

 34,411

 F- 11

 The following table presents
the results of operations for the years ended December 31, 2024, and 2023 for the mobility and media business, classified as Discontinued
Operations:

 2024

 2023

 Revenues

 $
 1,493

 $
 9,844

 Cost of revenues

 2,227

 28,999

 1,155

 4,934

 —

 Sales and marketing

 2,837

 Impairment of Goodwill and Intangible Assets

 —

 16,660

 Write-off leasehold improvements

 —

 Total operating expenses

 4,951

 53,916

 Loss from discontinued operations

 ( 3,458
)

 ( 44,072
)

 Gain (loss) on extinguishment of AP

 7,008

 Interest expenses, net

 ( 617
)

 ( 292
)

 ( 17
)

 Gain from Wheels sales

 7,596

 —

)

 Amortization, Depreciation, Write-offs and Impairment from
discontinued operations

 The following table summarizes
the write-offs, depreciation, amortization and impairment related to discontinued operations recorded in the consolidated statement of
operations for the years ended on December 31, 2024, and 2023.

 Summary of write-offs, depreciation, amortization and impairment related to discontinued operations

 2024

 2023

 Amortization and Depreciation recorded as Cost of revenues

 $

 $
 4,804

 Write-offs of fixed assets recorded as Cost of revenues

 3,111

 Write-off leasehold improvements

 —

 Impairment of Goodwill

 —

 13,826

 Impairment of Intangible Assets

 —

 2,857

 Amortization and Depreciation recorded as General & administrative

 Total impairments, write-offs, amortization and depreciation expenses related to assets recorded as discontinued operations

 2,248

 25,094

 2024 Write-off leasehold improvements

December 31, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority
of the lease agreements related to warehouse facilities, including a retail store.

 In August 2024, the
Company entered into a lease assignment agreement with a related party, for the early exit of a retail store in New York. As a result
of the aforementioned agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which
is an entity fully-owned by the Company's major shareholder. The Company recorded as Other income from discontinued operations
a gain of $ 85 from the early termination of the New York store lease; generated by the derecognition of the Right of Use of Asset, Security
deposit and Operating lease liabilities. Additionally, the Company recorded $ 937 as Write-off leasehold improvements from discontinued
operations for the derecognition of leasehold improvements related to the New York store. For more details regarding the new tenant
refer to paragraph Related party.

 F- 12

 2023 Impairments and write-offs

31, 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying
values. The decline in the Company's market capitalization was the main impairment indicator. The Company completed a quantitative
impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including
goodwill and intangible assets. As a result, the Company impaired the net carrying value of Goodwill related to Wheels Lab Inc. business
combination amounted to $ 13,826 and Intangible assets of $ 2,857 related to United States Mobility operations, which are included within
Impairment of Intangible Assets in the consolidated statements of operations, classified as discontinued operations.

31, 2023, the Company also recorded $ 3,111 as Cost of Revenues for write-offs of which $ 3,010 were related to write offs of vehicle deposits.
In detail, the Company early terminated two supply agreements with an E-scooter manufacturer and an E-mopeds manufacturer for vehicles
that were expected to be deployed in the United States of America and Italy, respectively and fully lost the deposits paid in prior period.

 Gain on extinguishment of Accounts Payable

 During the fiscal year ending December 31,
2024, the Company recognized a gain related to the extinguishment of certain outstanding accounts payable, amounting to $ 7,008.
The gain resulted from these extinguishments is mainly related to multiple settlements with vendors, of which LNPB settlement represents
$4,852. LNPB Settlement agreement entered in February 2024, amended the original Company's obligation to pay overdue invoices amounting
to $11.4 million in exchange of payments amounting to $5.4 million, last payment has been made in January 2025. In detail, the Company
derecognized the liabilities or portion of them upon the execution of settlement agreements, or when payments are made or when the Company
is legally released from the obligation. The gain was recorded in the consolidated statement of operations as Gain (loss) on extinguishment
of AP from discontinued operations.

 Sales of Wheels

 On August 19, 2024 ("Sale
date"), the Company sold 100% of the equity interest of Wheels Lab, Inc. ("Wheels") to a third party not considered
a Company's customer ("Buyer"). The transaction price of the sale is represented by the Wheels liabilities assumed by
the Buyer, there was no cash consideration or variable consideration in the sales agreement. Wheels was an entity operating in the mobility
business environment with electric vehicles in the United States; as a result, Wheels assets, liabilities and result of operations (including
the gain from the sale) are included in the discontinued operations for the period presented.

 The following table summarizes
the assets sold and liabilities assumed by the Buyer, at the Sale Date, August 19, 2024, which have been derecognized from the Company's
financial statement.

 Schedule of assets sold and liabilities assumed

 $

 Prepaid and other current assets

 Property and Equipment Gross

 3,120

 Property and Equipment Accumulated Depreciation

 ( 3,115
)

 Other non-current Assets

 Total assets sold (Company's book values)

 $

 Accounts payables

 ( 3,725
)

 Financial liabilities

 ( 578
)

 ( 1,510
)

 Legal contingencies

 ( 1,539
)

 Deferred revenues

 ( 322
)

 Total Liabilities assumed (Company's book values)

 $
 ( 7,674
)

 Gain from the derecognition of nonfinancial assets

 7,596

 Total cash-consideration received from the sale

 $
 —

 The gain generated
by the sale transaction is primarily attributable to the fully amortized electric vehicles and the fully impaired intangible assets (such
as patents) owned by Wheels.

 Sales of European entities

 On December 31, 2024,
following the decision to exit the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a
related-party, Palella Holdings LLC, (qualified as related party because it is the Company's major shareholder, and it is fully
owned by the former Company's Chief Executive Officer) for selling 100% of the equity interest of the European entities (which includes
Helbiz Media and all the European mobility operations), excluding Helbiz Serbia (the entity generating the IT revenues), and the rights,
title and interests in all Helbiz brands and platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval
of the Supreme Court of the State of New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving
a waiver from a Note holder.

 F- 13

 Financial liabilities

 Schedule of financial liabilities

 December 31, 2024

 December 31, 2023

 Unsecured loans, net

 1,916

 3,156

 Advances from bank

 11,460

 —

 Other financial liabilities

 —

 Total Financial Liabilities, net

 13,376

 3,761

 Of which classified as Current Financial Liabilities, net

 12,662

 1,919

 Of which classified as Non-Current Financial Liabilities, net

 1,842

 Unsecured loans

 Unsecured loans amounting
to $ 1,916 as of December 31, 2024, is composed of multiple loans: a) $1,567 of a long-term bank loan obtained in 2020 through one of the
Company's wholly-owned Italian subsidiaries, and b) $350 long-term bank loans in default for non-payments under the original terms;
the Company inherited these loans from the business combination with MiMoto.

 Advances from bank

December 31, 2024, Helbiz Media, an Italian subsidiary of micromobility.com (fully owned by Helbiz Europe Limited) entered into a Service
Supply agreement and into a Service agreement with Everli.

 The Service Supply Agreement
requires Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of
the agreement, Everli is to pay the Company $ 7,576 (including VAT).

 The Service Agreement
is related to the use of Helbiz Media platform; in detail Helbiz Media grants Everli the exclusive rights to use the platform from December
1, 2024 to November 30, 2029. Under the terms of the service agreement, Everli is to pay the Company $14,490 (including VAT) in two years
from the signing date.

 In connection with the
two aforementioned agreements, the Company has entered into a financing arrangement with a banking institution whereby the Company receives
advances, amounting to $ 11,561. These advances are secured solely by the underlying Everli receivables expected from the two service agreements.

December 31, 2024, the Company recorded $ 420 as Interest expenses from discontinued operations in the consolidated statement of operations.
As of December 31, 2024, the Company has $ 11,460 outstanding as principal and accrued interests, taking into consideration the repayments
made by Everli.

 5.
 Revenue Recognition

 The table below shows the revenues breakdown for
the years ended on December 31, 2024, and 2023.

 Schedule of revenues breakdown

 2024

 2023

 IT Services Revenues – Related party

 $
 1,422

 $
 —

 Total Revenues from continuing operations – Related Party

 $
 1,422

 $
 —

 Total Revenues from discontinued operations – Third Party

 $
 1,493

 $
 9,844

31, 2024, the Company entered into a service agreement with Everli which is a related party as the Company's major shareholder and
former Chief Executive Officer has a majority equity interest in Everli. Helbiz Doo, the Serbian subsidiary of micromobility.com, entered
into a Business Cooperation Agreement with Everli requiring the Company to provide software development services. During the year ended
December 31, 2024, pursuant to the Agreement and related amendment, the Company recorded revenues for IT services rendered amounting to
$ 1,422.

 6. Equipment, net

 Equipment, net consists of the following:

 Schedule of property plant and equipment

 2024

 2023

 Furniture and fixtures

 $

 $

 R&D equipment

 Computers and software

 Total equipment, gross

 Less: accumulated depreciation

 ( 376
)

 ( 535
)

 Total equipment, net from continuing operations

 $

 $

 Total equipment, net from discontinued operations

 2,210

 The following table summarizes the
loss on disposal and depreciation expenses recorded in the consolidated statement of operations from continuing operations for the years
ended on December 31, 2024, and 2023.

 Schedule of consolidated income statement

 2024

 2023

 Cost of revenues

 $

 $
 —

 Research & Development

 —

 General & administrative

 Total depreciation and loss on disposal expenses related to assets recorded for continuing operations

 $

 $

 F- 14

 7. Accrued
expenses and other current liabilities

 Accrued expenses and other
current liabilities consist of the following.

 Schedule of accrued expenses and other current liabilities

 2024

 2023

 Payroll liabilities

 $

 $

 Finance lease liabilities

 Accrued expenses

 Total
accrued expenses and other current liabilities related to continuing operations

 $

 $

 8. Current and Non-current financial liabilities, net

 The Company's Financial
liabilities consisted of the following.

 Schedule of financial liabilities

 Weighted Average Interest Rate

 Maturity Date

 December 31, 2024

 December 31, 2023

 Related-Party Secured Convertible loan, net*

 %

 In default

 6,298

 3,764

 Related-Party Convertible debts, net*

 N/A

 N/A

 —

 3,217

 Related-Party Promissory Note

 %

 2025

 —

 Third-Party Unsecured loans, net

 N/A

 In default

 3,854

 4,561

 Third-Party Other financial liabilities

 N/A

 Various

 Total Current Financial Liabilities, net from continuing operations

 10,475

 11,610

 *

 the convertible debts have been sold to Palella
 Holdings LLC in December 2024 from YA II PN, Ltd., a financial institution considered a Third-Party.

 The table below shows the
amounts recorded as Interest expense, net from continuing operations on the statements of operations for the years ended on December
31, 2024, and 2023.

 Schedule of interest expense

 2024

 2023

 Convertible debts

 $

 $
 3,144

 Secured Convertible loan

 2,534

 2,117

 Unsecured loans

 Other interest (income) expenses

 —

 Total Interest expenses, net

 $
 3,068

 $
 5,718

 Related-Party Secured convertible loan

 On December 8, 2023, the
Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the "Note holder"). The secured loan has a principal amount
of $ 5,750, with 37.5 % issuance discount, December 8, 2024, as maturity date, 9.25 % as annum interest rate and 13.25% as annum default
interest rate. The secured loan shall be convertible into shares of the Company's Class A common stock at the option of the Note
Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common
Stock in accordance with the Conversion Price defined as $ 1.25.

 On December 9, 2024, YA
II PN, Ltd. sold the Secured Loan agreement to Palella Holdings LLC, which is qualified as a related party because it is the Company's
major shareholder, and it is fully owned by the former Company's Chief Executive Officer.

 As of December 31, 2024, the Company has
$ 6,298
outstanding as principal and accrued interests. In detail, the Company was in default for non-payment under the terms of the Secured
Loan Agreement.

 Related-Party Convertible debt

 On November 13, 2023, the
Company issued a Convertible note to YA II PN, Ltd. (the "Note holder"). The convertible note has a principal amount of $ 4,000,
with 15 % issuance discount, 5% as annum interest rate, 15 % as annum default interest rate and December 31, 2024, as amended maturity date.
The debt was convertible into shares of the Company's Class A common stock at the option of the Note Holder, who could convert any
portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of Common Stock in accordance with the
Conversion Price defined as $ 37.50.

 On December 9, 2024, YA
II PN, Ltd. sold the Convertible Note to Palella Holdings LLC, which is qualified as a related party because it is the Company's
major shareholder, and it is fully owned by the former Company's Chief Executive Officer.

31, 2024, the Company fully repaid in cash the convertible debt. In detail, a cumulative payment of $ 122 (of which $116 was principal,
and $6 was payment premium) was paid to YA II PN, Ltd. while the remaining $ 3,619 (of which $3,447 was principal, and $172 was payment
premium) was paid to the new creditor.

 F- 15

 Related-Party Promissory Notes

31, 2024, Palella Holdings LLC, which is qualified as a related party because it is the Company's major shareholder, and it is fully
owned by the former Company's Chief Executive Officer, provided to the Company $ 3,181, on an interest free basis with maturity date
January 31, 2025.

31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company's Class A Common Stock. In detail,
on June 10, 2024, the Company and Palella Holdings LLC agreed to convert a portion of the Promissory Note amounting to $705 into 47,029,465
shares of the Company's Class A Common Stock using a conversion price of $0.015, the Company recorded a gain of $ 94
using the closing market price on the issuance date. The conversion price applied for the aforementioned issuance is not applicable for
further conversions.

 As a result of the above repayment and conversion, on December 31, 2024, the Company has $ 228
as outstanding principal.

 Unsecured loans

 2022 unsecured note

 On July 15, 2022, the Company
issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $ 2,210) with 6.75 % as interest on an annual basis. In
March 2024, the Company entered into a Settlement Agreement with the Note holder pursuant to which the Company's obligations under
the original agreements, amounting to $ 2,381 (2,202 Euro), would be satisfied in exchange of a payment of $1,102 (995 Euro), to be paid
by June 30, 2024.

 As a result on December 31, 2024, the Company
has $2,454 as outstanding principal and accrued interest recorded as Short-term financial liabilities. In detail, the Company was in
default for non-payment under the terms of the Settlement Agreement. On October 30, 2024, the Company received a judgment against it
from the Supreme Court of the State of New York for the payment of the full principal, interest and costs and disbursements in connection
with the 2022 unsecured note that the Company issued to a third-party to an investor on July 15, 2022 in exchange for 2,000 Euro (approximately
$2,070, using December 31, 2024 exchange rate) with 6.75% as interest on an annual basis. The Company is currently identifying and evaluating
the alternative paths for facing the judgement.

 Unsecured debts – assumed from
previous business combination

 On December 28, 2023, the
Company entered into a second Loan Amendment which restructured the loan with the following terms and conditions:

 •

 $1,400 of the amount outstanding to be paid in cash on the earliest of: a) December 15, 2024, b) the date the Company will receive gross cash proceeds of at least $3 million from the offer and sale of any combination of Company's equity securities or debt securities in a single transaction, or c) the date the Company will receive aggregate gross cash proceeds of at least $6 million from the offer and sale of any combination of Company's equity securities or debt securities over the course of any series of transactions commencing from December 28, 2023. The interest shall cease to accrue from the amendment date; and

 •

 $ 734 of the amount outstanding converted into 928,942 shares of Class A Common Stock.

 The
Company issued the 928,942 shares of Class A Common Stock on March 26, 2024, recording a gain amounted to $ 728 for the reduction of the
Company's share price from the Amendment date to the issuance date.

 As of December 31, 2024, the Company has
$ 1,400 outstanding as principal and accrued
interests. In detail, the Company was in default for non-payment under the terms of the Loan Amendment. The Company is currently negotiating
with the holders of the debts for and evaluating the alternative paths for facing the judgement.

 F- 16

 9. Commitments
and Contingencies

 The Company is from time to
time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations
that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate
amounts of damages.

 The Company records a liability
when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company
determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss
in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions
that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations,
settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability
and the estimated amount of any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.

 As of December 31, 2024, and
2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded
as Accruals for legal contingencies, included in Legal contingencies; $ 0 and $ 3,978 (of which $1,711 were related to Wheels and classified
as Liabilities from discontinued operations for the year ended December 31, 2023), respectively.

31, 2024, the Company was named as a defendant in an action brought in the Supreme Court of New York County, New York, for which a motion
for summary judgment was entered into in October 2024 against the Company. The case is captioned Bernheim Investment Fund SICAV, vs. Micromobility.om
Inc. The court's order granting summary judgment awarded the plaintiff for the full amount of principal and interest overdue. The
amount is recorded as Short-term financial liabilities in the consolidated financial statement, amounting to $ 2,454; because it
is related to the 2022 unsecured note that the Company issued in July, 2022 in exchange for 2,000 Euro with 6.75% as interest on an annual
basis. The Company is currently identifying and evaluating the alternative paths for facing the judgement.

31, 2024, the Company released an amount previously accrued, $ 2,250, related to a claim with a former investor who claimed financial losses
amounting to $ 4,000 for breaching contractual obligations. The plaintiff recently withdrawn the claim and the Company released the full
amount.

 The Company is also involved
in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential
loss is between 0 to $ 300.

 10.
 Common Stock

 As
of December 31, 2024, the Company's charter authorized the issuance of up to 900,000,000 shares of common stock of common stock
at $ 0.00001 par value per share, and 100,000,000 shares of preferred stock at $ 0.00001 par value per share.

 F- 17

 11. Warrants

 As of December 31, 2024, and
2023, the Company has 2,640 outstanding warrants.

 The tables below show the
warrant roll-forward from January 1, 2023, to December 31, 2023, and from January 1, 2024, to the year ended December 31, 2024.

 Schedule of warrant roll-forward

 Options Outstanding, number of shares

 Weighted-Average Exercise Price Per Share

 Weighted-Average Remaining Contractual Life (in years)

 As of January 1, 2023

 1,578

 $
 75,161

 3.70

 Issued

 1,062

 $

 —

 Exercised

 —

 —

 —

 As of December 31, 2023

 2,640

 $
 44,995

 3.35

 Issued

 —

 —

 —

 Exercised

 —

 —

 —

 As of December 31, 2024

 2,640

 $
 44,995

 2.35

 12. Standby Equity Purchase Agreements

 During year ended December
31, 2023, the Company entered into two Standby Equity Purchase Agreements ("2023 SEPAs") with an investor. The 2023 SEPAs
terms and conditions represent: i) at inception - a purchased put option on the Company's Class A common stock and,
ii) upon delivery of an advance notice - a forward contract on the Company's Class A common stock. Neither the purchased put
option nor the forward contract qualify for equity classification.

 As a result of the above classification
of the 2023 SEPAs, at inception the Company expensed as SEPA's transactions costs, the legal and commitment fees that
exceeded the fair value of the purchased put options. The settlements of forward contracts initiated by the Company were recorded
as other SEPA financial income (expense), net.

 The
table below presents the impact on the consolidated statement of operations related to the 2023 SEPAs for the years ended December 31,
2024, and 2023, classified as continuing operations.

 Schedule of condensed consolidated statement of operations related to 2023 SEPAs

 2024

 2023

 SEPAs transaction costs

 $
 —

 $
 1,611

 Other SEPA financial income (expenses), net

 2,604

 Total SEPA financial income (expenses), net

 $

 $
 4,215

 During
the year ended December 31, 2024, and 2023, the Company delivered multiple advance notices for the sale of 35,400,000 and 8,829,072 shares
of Class A Common Stock, resulting in cumulative gross proceeds of $ 564 and $ 54,192, respectively.

 F- 18

 13.
 Net Income (Loss) Per Share

 Net income (loss) per
share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period.

 The following table sets forth the computation of
basic and diluted net income (loss) per share for continuing and discontinued operations.

 Schedule of basic and diluted net loss per share

 2024

 2023

 Net (loss) from continuing operations

 $
)

 $
 ( 18,876
)

 Weighted-average number of shares outstanding used to compute net income or loss per share, basic and diluted

 67,980,892

 Net (loss) per share from continuing operations attributable to common stockholders, basic and diluted

 $
 ( 0.03
)

 $
 ( 13.05
)

 2024

 2023

 $

 $
)

 Weighted-average number of shares outstanding used to compute net income or loss per share, basic

 67,980,892

 Net (loss) per share from discontinued operations attributable to common stockholders, basic

 $
 0.15

 $
 ( 29.85
)

 2024

 2023

 $

 $
)

 Weighted-average number of shares outstanding used to compute net income or loss per share, diluted

 68,009,289

 Net (loss) per share from discontinued operations attributable to common stockholders, diluted

 $
 0.15

 $
 ( 29.85
)

 Dilutive outstanding shares

 The
following potentially dilutive outstanding shares were excluded from the computation of basic and diluted net income (loss) per share
for the years ended December 31, 2024, and 2023 because including them would have had an anti-dilutive effect, or
issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.

 Schedule of dilutive outstanding shares

 Years ended

 2024

 2023

 Equity Incentive Plan - Common Stock Purchase Option

 1,062

 Convertible Notes

 5,038,519

 4,722,862

 Common Stocks to be issued for Conversion of Wheels unsecured debt

 —

 928,942

 Common Stocks to be issued outside equity incentive Plans

 28,397

 28,397

 Common Stock Purchase Warrants

 2,640

 2,640

 Total number of Common Shares not included in the EPS Basic

 5,070,526

 5,683,903

 Total number of Common Shares not included in the EPS Diluted

 5,042,129

 5,683,903

 The Company included 28,397 Common
Shares in the calculation of the diluted Earnings Per Shares for the year ended December 31, 2024, mainly related to legal services rendered
in previous periods.

 F- 19

 14. Segment and geographic information

 The Company reports as one reporting
segment related to software development services. Our CEO, who is our Chief Operating Decision Maker ("CODM") assesses performance
of our reporting segment and decides how to allocate resources based on consolidated net loss from operations that is also reported on
the consolidated statement of operations as consolidated net loss from operations for continuing operations. The measure of segment assets
is reported on the consolidated balance sheets as total consolidated assets from continuing operations. We do not have separate business
units or segment managers or vertical leaders who report to CODM with respect to operations, operating results or planning for levels
or components below the total Company level. Our reporting segment is strictly related to a Service Agreement with a related party, Everli
S.p. A. for providing software development services.

 Our segment operating performance
measures are segment Revenue and Operating Expenses. The CODM does not evaluate operating segment using asset information and, accordingly,
we do not report asset information by segment. The following table provides information about our segments and a reconciliation of the
total segment Revenue and Operating Expenses to loss from operations:

 Schedule of segment revenue and cost of revenue

 2024

 2023

 Revenue

 IT Services Revenues

 $
 1,422

 $
 —

 Total segment revenues

 $
 1,422

 $
 —

 Cost of revenues

 Developer Payroll

 ( 1,037
)

 —

 Depreciation

 ( 59
)

 —

 Other Cost of revenues

 ( 18
)

 —

 Total Cost of revenues

 $
 ( 1,114
)

 $
 —

 Professional services fees

 ( 950
)

 ( 5,320
)

 G&A Payroll

 ( 458
)

 ( 5,178
)

 Corporate Insurances

 ( 312
)

 ( 1,843
)

 Software

 ( 277
)

 ( 874
)

 Lease expenses for offices and corporate houses

 ( 152
)

 ( 833
)

 Amortization, depreciation and loss on disposal

 ( 82
)

 ( 174
)

 Other Corporate expenses

 ( 380
)

 ( 3,760
)

 Total General and administrative

 $
 ( 2,611
)

 $
 ( 17,982
)

 Total Research and development

 $
 —

 $
 ( 1,953
)

 Loss from operations

 $
 ( 2,303
)

 $
 ( 19,935
)

 Non-operating income (expenses), net

 Interest expense, net

 ( 3,068
)

 ( 5,718
)

 Legal claims - releases

 2,250

 —

 Gain on extinguishment of financial debts

 11,405

 SEPA financial income (expenses), net

 ( 102
)

 ( 4,215
)

 ( 296
)

 Total non-operating income (expenses), net

 $
 ( 14
)

 $
 1,176

 Exchange gain (loss), net

 ( 47
)

 ( 59
)

 $
 —

 $
 ( 58
)

 Net loss from continuing operations

)

 ( 18,876
)

)

 8,148

)

 Revenue by geography is based on
where the software development was generated. The following table set forth revenue by geographic area for the years ended December 31,
2023, and December 31, 2022.

 Schedule of revenue by geography

 2024

 2023

 Revenue

 Serbia

 $
 1,422

 —

 Total Revenues

 $
 1,422

 $
 —

 F- 20

 Long-lived assets, net includes
property and equipment, intangible assets, goodwill, and other assets. The following table sets forth long-lived assets, net by geographic
area as of December 31, 2024, and December 31, 2023.

 Schedule of intangible assets, goodwill and other assets

 2024

 2023

 Serbia

 $

 $

 United States

 Total long-lived assets

 $

 $

 15.

 The components of loss before income taxes consist of
the following.

 Schedule of components of income tax

 2024

 2023

 United States

 $
 ( 2,347
)

 $
 ( 18,447
)

 Foreign

 ( 17
)

 ( 371
)

 Total

 $
)

 $
 ( 18,818
)

 The
components of the provision (benefit) for income taxes consist of the following.

 Schedule of income tax provision

 2024

 2023

 Current:

 Federal

 $

 —

 $

 —

 State

 —

 —

 Foreign

 —

 Total

 —

 Deferred:

 Federal

 —

 —

 State

 —

 —

 Foreign

 —

 —

 Total

 —

 —

 Provision (benefit) for income taxes

 $
 —

 A reconciliation of the U.S. statutory income tax rate to the
Company's effective tax rate is as follows.

 Schedule of reconciliation of effective tax rate

 2024

 2023

 Income tax provision at statutory rate

 %

 %

 State income taxes, net of federal benefit

 %

 ( 32
)%

 Foreign tax differential

 %

 ( 1
)%

 Stock issuance cost

 ( 1
)%

 ( 5
)%

 Goodwill Impairment

 %

 %

 Nondeductible interests

 ( 7
)%

 ( 2
)%

 Net Operating loss true-up

 ( 23
)%

 %

 Net Operating
 loss adjustment due to sale of Wheels

 —

 ( 137
)%

 Other adjustments

 ( 1
)%

 ( 6
)%

 Change in valuation allowance

 ( 85
)%

 %

 Effective tax rate

 0.00
 %

 0.00
 %

 The components of the Company's net deferred tax
assets and liabilities are as follows.

 Schedule of deferred tax assets and liabilities

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforwards

 $
 32,037

 $
 29,777

 Accruals and reserves

 Research & development

 1,483

 1,643

 Lease liability

 —

 Stock Compensation

 1,602

 1,634

 Fixed assets

 Intangibles

 Total deferred tax assets

 35,470

 33,606

 Deferred tax liabilities:

 Intangibles

 —

 —

 Fixed assets

 —

 —

 Right of use assets

 —

 ( 140
)

 Total deferred tax liabilities

 —

 ( 140
)

 Net deferred tax assets

 $
 35,470

 $
 33,466

 Valuation Allowance

 ( 35,470
)

 ( 33,466
)

 Ending Balance

 $
 —

 $
 —

 Assessing the realizability
of deferred tax assets requires the determination of whether it is more-likely-than-not that some portion or all the deferred tax assets
will not be realized. In assessing the need for a valuation allowance, the Company considered all sources of taxable income available
to realize deferred tax assets, including the future reversal of existing temporary differences, forecasts of future taxable income, and
tax planning strategies. Based on the weight of available evidence, which includes the Company's historical cumulative net losses,
the Company recorded a full valuation allowance. The valuation allowance decreased by $ 2,004 and increased by $ 10,410 as of the years
ended December 31, 2024, and 2023, respectively.

 F- 21

 As of December 31, 2024,
the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $ 112,307 and $ 159,060, respectively.
As of December 31, 2023, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $ 112,837
and $ 101,491, respectively. Of the total federal net operating loss carryforwards, $111,752 do not expire, and the remaining carryforwards
begin to expire in 2036 if not used prior to that time. The Company has income tax NOL carryforwards related to international operations
of approximately $17,125 which do not expire. Utilization of the net operating loss carryforwards may be subject to a substantial annual
limitation due to ownership changes that may have occurred previously or that could occur in the future, as provided by Section 382 of
the Internal Revenue Code of 1986, as well as similar state provisions. Such annual limitation could result in the expiration of net operating
losses and credits before their utilization.

 ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. As of December 31, 2024, and 2023, there were no unrecognized tax benefits. The Company recognizes accrued interest
and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2024, and 2023.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position in the next year.

 The Company is subject to income taxes in
the federal, various state and foreign jurisdictions and is generally open for examination from the year ended December 31, 2020, forward.

 On August 16, 2022, the
Inflation Reduction Act ("IRA") was signed into law in the United States. Among other provisions, the IRA includes a 15.0% corporate
minimum tax rate applied to certain large corporations and a 1.0% excise tax on corporate stock repurchases made after December 31, 2022.
We do not expect the IRA to have a material impact on our consolidated financial statements.

 16. Related Party Transactions

 2024 Transactions

 Stock Purchase

 On December 31, 2024, following the
decision to reduce the mobility and media operations in Europe, the Company entered into a Stock Purchase Agreement with a
related-party, Palella Holdings LLC, (qualified as related party because it is the Company's major shareholder, and it is
fully owned by the former Company's Chief Executive Officer) for selling 100% of the equity interest of the European entities
(which includes Helbiz Media and all the European mobility operations), excluding Helbiz Doo (the Serbian entity generating the IT revenues), and the rights, title and interests in all Helbiz brands and
platforms owned by the Company. The Stock Purchase Agreement is conditioned on: a) the approval of the Supreme Court of the State of
New York, involved in the action taken by a Note Holder for an unsecured note in default, or b) receiving a waiver from a Note
holder.

 Agreements
between Helbiz Media and Everli S.p. A.

 In
the first quarter of 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement described
above), entered into a Service Supply Agreement with Everli S.p. A. (which is a related party as the Company's major shareholder
and former Chief Executive Officer has a majority equity interest in Everli S.p. A.) requiring
Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement,
Everli is to pay the Company $ 7,576 (including VAT).

 On November 11, 2024, the
 Company entered into a service agreement with Everli. In detail, Helbiz Media, entered into a Service Agreement for the use of Helbiz
Media platform, based on which Helbiz Media grants Everli the exclusive rights to use the platform from December 1, 2024 to November 30,
2029. Under the terms of the service agreement, Everli is to pay the Company $14,490 (including VAT) in two years from the signing date.
As of December 31, 2024, the Company does not grant access to the platform to Everli and does not issue any invoice to Everli.

 No Revenues have been recorded
in the discontinued operations for these two agreements during the year ended December 31, 2024.

between Helbiz Doo and Everli S.p. A.

 In
the first quarter of 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with
Everli S.p. A. (which is a related party as the Company's major shareholder and former Chief Executive Officer has a majority equity
interest in Everli S.p. A.) requiring Helbiz Doo to
provide software development services. During the year ended December 31, 2024, pursuant to the Agreement and related amendment, the Company
issued invoices amounting to $1,459, the amount have been fully paid during the year. The Company recorded $ 1,422 as IT Services Revenues
- Related Party for the year ended December 31, 2024.

 F- 22

 Related-Party
Promissory Notes

31, 2024, Palella Holdings LLC (qualified as related party because it is the Company's major shareholder, and it is fully owned
by the former Company's Chief Executive Officer), provided to the Company $ 3,181, on an interest free basis with maturity date January
31, 2025. During the year ended December 31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company's
Class A Common Stock.

 On June 10, 2024, the Company
and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company's Class A Common
Stock using a conversion price of $0.015, the Company records a gain amounted to $ 94 using the closing market price on the issuance date.
The conversion price applied for the aforementioned issuance is not applicable for further conversions.

 As a result of the above
repayment and conversion, on December 31, 2024, the Company has $ 228 as outstanding principal.

 Related-Party
Secured convertible loan

 On December 8, 2023, the
Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the "Note holder"). The secured loan has a principal amount
of $ 5,750, with 37.5% issuance discount, December 8, 2024, as maturity date, 9.25 % as annum interest rate and 13.25% as annum default
interest rate. The secured loan shall be convertible into shares of the Company's Class A common stock at the option of the Note
Holder, who could convert any portion of the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common
Stock in accordance with the Conversion Price defined as $ 1.25.

31, 2024, YA II PN, Ltd. sold the Secured Loan agreement to Palella Holdings LLC, (qualified as related party because it is the Company's
major shareholder, and it is fully owned by the former Company's Chief Executive Officer).

 As of December 31, 2024,
the Company has $ 6,298 outstanding as principal and accumulated interests, and it was in default for non-payment under the terms of the
Secured Loan Agreement. The Company is currently negotiating a new repayment plan with Palella Holdings LLC.

 Related-Party
Convertible debt

31, 2024, YA II PN, Ltd. sold a convertible Note to Palella Holdings LLC, (qualified as related party because it is the Company's
major shareholder, and it is fully owned by the former Company's Chief Executive Officer).

31, 2024, the Company fully repaid in cash the convertible debt. In detail, a cumulative payment of $ 122 (of which $116 was principal,
and $6 was payment premium) was paid to YA II PN, Ltd. while the remaining $ 3,619 (of which $3,447 was principal, and $172 was payment
premium) was paid to Palella Holdings LLC.

 Lease Assignment
agreement

 In August 2024, the Company entered
into a Lease Assignment agreement with Revolving Store Inc, (which is a related party as the Company's major shareholder and former
Chief Executive Officer has a majority equity interest in Revolving Store Inc.). The Lease Assignment agreement established that Revolving
Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023.
The early exit from the New York store lease generated a gain for the Company amounted to $ 85 recorded as Other income from discontinued
operations, for the derecognition of the Operating Lease liabilities amounted to $ 643, partially compensated by the derecognition
of the Right of use of Assets and Security deposit for cumulative $ 559. In detail, the Company had $ 86 of overdue monthly rents for the
period from February 2024 to July 2024, assumed by the new tenant: Revolving Store Inc.

 2023 Transactions

 Fromer CEO (Salvatore Palella) conversion
of deferred salaries

31, 2023, our majority shareholder and former CEO converted a portion of his deferred salaries, totaling $ 78, into 87 shares of Class
A Common Stock.

 Fromer CEO (Salvatore Palella) Purchase
of Series B Preferred Stock

 On March 13, 2023, the Company
issued 3,000 Series B Preferred Stock to the Company's CEO for an aggregate purchase price of $ 0.5. Series B had no voting rights,
except that each share of Series B was entitled to 80,000 votes at a shareholder meeting on whether to enact a reverse stock split. Holder
of the Company's Series B was required to vote any proposal for a reverse stock split on a "mirrored" basis. This meant
that the Series B holder was required to cast their votes "For" and "Against" each such proposal in the same proportions
as the holders of Company's Class A Common stock eligible and voting at the Special Meeting cast their votes, in the aggregate.
On March 30, 2023, the Company's Series B Preferred Stock have been redeemed following the stockholder meeting for $0.01 per share.
As of December 31, 2023, there were 0 shares of Series B Preferred Stock issued and outstanding.

 F- 23

 Conversion of Class B Common Stock

 On August 12, 2023, the
 1,897 shares of Class B common stock automatically converted into 1,897 shares of Class A common stock. On August 12, 2021, the Company
issued the Class B Common Stock to the Company's former CEO (Salvatore Palella), with the clause of an automatic conversion into
Class A Common Stock on the second anniversary of the issuance (August 12, 2023).

 Related party shipping

 During the
year ended December 31, 2023, the Company recorded as Cost of Revenues from discontinued operations $ 56 for shipping services provided by a related party. The service provider is a Company whose CEO is a parent
of Salvatore Palella, Company's majority shareholder via Palella Holdings LLC and former CEO of micromobility.com.

 Board members conversion of deferred
salaries

31, 2023, board members converted a portion of their deferred salaries, totaling $ 69, into 1,062 Warrants to purchase shares of Class
A Common Stock with a strike price of $ 174.00 and 5 -years from issuance as expiration date.

31, 2023, a board member who served as consultant before joining the Board converted portion of his previous invoices, totaling $ 90, into
 397 shares of Class A Common Stock, generating a gain for the Company amounted to $25.

 17. Subsequent Events

 Convertible Promissory Note

 In April 2025, the Company issued a Convertible
Promissory Note to YA II PN, Ltd. for $ 155. The note matures on December 31, 2025, and carries an annualized interest rate of 8 % (18%
if we are in default under the note). Subject to adjustment, the note is convertible into shares of our common stock at the lower of (i)
$1.00 per share or (ii) 95% of the lowest daily volume weighted average price during the 5 consecutive trading days immediately preceding
the date of the conversion or other date of determination.

 F- 24

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 We have not had any disagreements with our accountants
or auditors that would need to be disclosed pursuant to Item 304 of Regulation S-K promulgated under the Securities Act of 1933.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of
Disclosure Controls and Procedures

 Our management, with the participation of our principal
executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December
31, 2024. Based on such evaluation, due to a material weakness in internal control over financial reporting described below, our principal
executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed
by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

 Material
Weakness

 Our management's conclusion that our disclosure
controls and procedures were ineffective was due to the identification of material weaknesses in our internal control over financial reporting
in connection with the preparation of our year-end Financial Statements. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or
interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following
material weaknesses in our internal control over financial reporting:

 We have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules to ensure the company's books and records are maintained in accordance with GAAP.

 Due to the company's size and nature, segregation of all duties may not be possible and may not be economically feasible.

 Notwithstanding the identified material weaknesses,
management believes that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our
consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the periods presented in
accordance with U.S. GAAP.

 Changes in Internal Control Over Financial Reporting

 Other than the replacement of our Chief Executive
Officer, our internal control over financial reporting has not changed during the year ended December 31, 2024 covered by this Annual
Report on Form 10-K.

 ITEM 9B. OTHER INFORMATION

 During the quarter
ended December 31, 2024, no director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase
or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1
trading arrangement.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Executive Officers

 The following table sets forth certain information
regarding our executive officers as of the date of this annual report.

 Name

 Age

 Position

 Held Position Since

 Gian Luca Spriano

 Chief
 Executive Officer

 December
 2024

 Chief Financial Officer

 December 2023

 Gian Luca Spriano, Chief Executive Officer and
Chief Financial Officer. Mr. Spriano has served as our Chief Financial Officer from December 2023. He previously
served us as Head of Business Development starting from July 2018. He was focusing on building Helbiz's brand awareness in Europe,
the United States and Canada while simultaneously driving the individual city application initiatives and serving as the point for government
relations. He is also involved in other Companies where Mr. Pallela has the majority equity interest, such as Palella Holdings LLC where
he served as the Chief Financial Officer and Everli S.p. A. where he served as Chairman.

 Prior to joining us, Mr. Spriano worked in the Executive
Office of the Secretary General at the UN, collaborating with the Climate Action Team and the Sustainable Development Unit, and directly
supporting the Secretary General and his climate change initiatives.

Mr. Spriano received his J.D. in International European Law from the University of Turin and an LLM in International Financial Law.

 Our Board of Directors

 Our Board of Directors consists of four members, Gian
Luca Spriano, Guy Adami, Velco Farina and Lee Stern. Mr. Spriano is our Chairman. Biographical information for Mr. Spriano is provided
above under " Executive Officers " in this annual report. Mr. Spriano was appointed to the Board of Directors effective
December 9, 2024.

 Each of our directors serves for a term of one year
ending on the date of the subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding
the foregoing, each director is to serve until his successor is elected and qualified or until his death, resignation or removal. Our
Board appoints our officers and each officer is to serve until his successor is appointed and qualified or until his or her death, resignation
or removal.

 Set forth below is biographical information related
to each of our independent directors.

 Lee Stern, age 71, was appointed to the
Board of Directors effective November 27, 2020. Mr. Stern has an accomplished career with over 25 years of providing debt solutions
to middle market companies and expertise across multiple industries and as of April 26, 2021, he will join Centre Lane Partners, LLC as
a Managing Director. Since April 2021 Mr. Stern has been a managing director of Centre Lane Partners. From 2014 to April 2021, Mr. Stern
served as Managing Director of Monroe Capital LLC, responsible for origination of both sponsor and non-sponsor transactions. Prior to
Monroe, Mr. Stern was a Managing Director at Levine Leichtman Capital Partners from 2012 to 2013 and was formerly a Director and founding
member of Kohlberg Kravis Roberts & Co's mezzanine debt business from 2009 to 2012. Prior to KKR, Mr. Stern was a Managing
Director at Blackstone/GSO Capital Partners from 2005 to 2009, responsible for senior and mezzanine investments. Prior to Blackstone,
he was a founding employee of a Nasdaq public company Technology Investment Capital Corp. from 2002 to 2005. From 1985 to 2002, Mr. Stern
worked for Drexel Burnham Lambert, Kidder, Peabody & Co., Nomura Securities International, Inc., and Thomas Weisel Partners.
Mr. Stern holds a B.A. degree from Middlebury College and an M.B.A. from the Wharton School of the University of Pennsylvania.

 Guy Adami, age 59. Mr. Adami was appointed
to the Board of Directors effective August 12, 2021. He is an original member of CNBC's Fast Money. He is currently the Director
of Advisor Advocacy at Private Advisor Group in Morristown, New Jersey. Private Advisor Group is comprised of a network of nearly 600
advisors with assets approaching $17B. He has held numerous key leadership roles in the financial services industry. He began his career
at Drexel Burnham Lambert in 1986 and was quickly promoted to Vice President and head gold trader at the firm. In 1996, he joined Goldman
Sachs as their head gold trader and one of the many proprietary traders within the Fixed Income Currency and Commodity division. In the
spring of 2000, Adami joined the U.S. Equities division of Goldman Sachs where he was put in charge of the firm's Industrial/Basic
Material group. Mr. Adami is the Vice Chairman of the NJ Chapter of The Leukemia and Lymphoma Society, who named him their "Man
of the Year" in 2015. He also sits on the national board of Invest in Others, and Big Brothers Big Sisters.

 Velco Farina, age 51, is an Industrial Engineer
with an MBA from SDA Bocconi and UCLA Anderson. Mr. Farina is a senior executive whose career started in management consulting at Bain
& Co., Sapient and McKinsey. In 2007 he moved to New York City and the enterprise world at American Express, where he served in multiple
roles, from product management to international strategy and innovation and partnerships until 2016. He then became the Chief Operating
Officer of Kunai, a scrappy professional service agency, and grew it 10x into the tech engine of Fortune 500 financial institutions that
it is today. Next he became the founding Managing Director of the innovation lab for Kaleyra a communication-platform-as-a-service company,
recently acquired by Tata Communications. After moving back to Europe, Mr. Farina worked as Amazon Web Services Principal for the Financial
Services EMEA market. Currently, Mr. Farina serves on the Board of Directors of Torch Systems and sits on the Strategic Board of DIP Capital.

 Mr. Farina earned an MS from
Politecnico di Milano, an MBA from SDA Bocconi School of Management at Bocconi University, an MBA from the Anderson School of Management
at University of California, Los Angeles, and an edX Honor Code Certificate from Massachusetts Institute of Technology.

 Board Leadership Structure

 The Board believes that it should maintain the flexibility
to select the Chairman of the Board and adjust its board leadership structure from time to time. Mr. Palella is currently serving
as both our Chief Executive Officer and the Chairman of the Board. The Board determined that having its Chief Executive Officer also serve
as the Chairman of the Board provides it with optimally effective leadership and is in its best interests and those of its stockholders.
Mr. Palella founded and has led our company since its inception. The Board believes that Mr. Palella's strategic vision
for the business, his in-depth knowledge of our operations, the mobility industry, and his experience serving as the Chairman of the Board
and Chief Executive Officer since our inception make him well qualified to serve as both Chairman of the Board and Chief Executive Officer.

 Role of the Board in Risk Oversight

 One of the key functions of the Board is informed
oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight
function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent
in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and
our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will
take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management
is undertaken. The audit committee also monitors compliance with legal and regulatory requirements. Our compensation committee also assesses
and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements. Our nominating
and corporate governance committee monitors the effectiveness of our governance guidelines.

 Board Committees

 In August 2021, the Board established an audit committee,
a compensation committee and a nominating committee, each of which have the composition and responsibilities described below. Members
will serve on these committees until their resignation or until otherwise determined by the Board. Each committee operates under a charter
previously approved by the Board. Copies of each charter are posted on the Corporate Governance section of our website at micromobility.com.
Our website and the information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference
in, and is not considered part of, this annual report.

 Audit Committee

 Our audit committee consists of Lee Stern, Massimo
Velco Farina and Guy Adami. Mr. Lee Stern serving as audit committee chairperson. The Board has determined that Lee Stern and Guy Adami
each meet the requirements for independence and financial literacy under the current Nasdaq listing standards and SEC rules and regulations,
including Rule 10A-3. In addition, the Board has determined that Lee Stern qualifies as an "audit committee financial expert"
within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose any
duties, obligations, or liabilities that are greater than are generally imposed on members of the audit committee and the Board. The audit
committee is responsible for, among other things:

 •

 selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 •

 helping to ensure the independence and overseeing the performance of the independent registered public accounting firm;

 •

 reviewing and discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

 •

 reviewing our financial statements and critical accounting policies and estimates;

 •

 reviewing the adequacy and effectiveness of our internal controls;

 •

 developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;

 •

 overseeing our policies on risk assessment and risk management;

 •

 overseeing compliance with our code of business conduct and ethics;

 •

 reviewing related party transactions; and

 •

 approving or, as permitted, pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.

 The audit committee operates under a written
charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq, and which is available on our website. All
audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services,
to be provided to us by our independent registered public accounting firm will be approved in advance by the audit committee.

 Compensation Committee

 Our compensation committee consists of Lee
Stern and Guy Adami. The Board has determined that the composition of the compensation committee will meet the requirements for independence
under the current Nasdaq listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as
defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee is responsible for, among other things:

 •

 reviewing, approving and determining, or making recommendations to the Board regarding, the compensation of our executive officers, including the Chief Executive Officer;

 •

 making recommendations regarding non-employee director compensation to our full Board of Directors;

 •

 administering our equity compensation plans and agreements with our executive officers;

 •

 reviewing, approving and administering incentive compensation and equity compensation plans; and

 •

 reviewing and approving our overall compensation philosophy.

 The compensation committee operates under
a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq, and which is available on our
website.

 Nominating Committee

 Our nominating and corporate governance committee
consists of Lee Stern and Guy Adami. Mr. Guy Adami is the chairperson of the nominating and corporate governance committee. The Board
has determined that the composition of the nominating and corporate governance committee will meet the requirements for independence under
the current Nasdaq listing standards and SEC rules and regulations. The nominating and corporate governance committee is responsible for,
among other things:

 •

 identifying, evaluating and selecting, or making recommendations to the Board regarding nominees for election to the Board of Directors and its committees;

 •

 considering and making recommendations to the Board regarding the composition of the Board of Directors and its committees;

 •

 developing and making recommendations to the Board regarding corporate governance guidelines and matters;

 •

 overseeing our corporate governance practices;

 •

 overseeing the evaluation and the performance of the Board and individual directors; and

 •

 contributing to succession planning.

 The nominating and corporate governance committee
operates under a written charter, which satisfies the applicable rules of the SEC and the Nasdaq listing standards and is available on
our website.

 Compensation Committee Interlocks and
Insider Participation

 None of the members of the compensation committee
is or has been at any time one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year
has served, as a member of the Board or compensation committee (or other Board of Directors committee performing equivalent functions
or, in the absence of any such committee, the entire Board of Directors) of any entity that has one or more executive officers serving
as a member of the Board or compensation committee.

 Code of Ethics

 The Board has adopted a Code of Business Conduct
and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics codifies the business
and ethical principles that govern all aspects of our business. We did not waive any provisions of the code of business ethics during
the year ended December 31, 2020. We have previously filed our form of code of ethics as an exhibit to our registration statement in
connection with our initial public offering. You may review our code of ethics by accessing our public filings at the SEC's web
site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us in writing.

 Insider Trading Policy

 We have not adopted a formal insider trading policy
as we currently do not have a trading market with significant volume in terms of value traded and none of our directors or officers owns
in excess of $5,000 of our common stock. Nevertheless, we intend to adopt a formal insider trading policy so that if our trading market
significantly grows, we will be better prepared to ensure that such insiders comply with industry practice.

 Limitation on Liability and Indemnification
of Directors and Officers

 The Certificate of Incorporation limits our directors'
liability to the fullest extent permitted under the "DGCL". The DGCL provides that directors of a corporation will not be
personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

 •

 for any transaction from which the director derives an improper personal benefit;

 •

 for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

 •

 for any unlawful payment of dividends or redemption of shares; or

 •

 for any breach of a director's duty of loyalty to the corporation or its stockholders.

 If the DGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended.

 Delaware law and the Bylaws provide that we
will, in certain situations, indemnify our directors and officers and may indemnify other employees and other agents, to the fullest extent
permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement
of reasonable expenses (including attorneys' fees and disbursements) in advance of the final disposition of the proceeding.

 In addition, we entered into separate indemnification
agreements with our directors and officers. These agreements, among other things, require us to indemnify our directors and officers for
certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or officer in any action
or proceeding arising out of their services as one of our directors or officers or any other company or enterprise to which the person
provides services at our request.

 We maintain a directors' and officers'
insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors
and officers. We believe these provisions in the Certificate of Incorporation, Bylaws and these indemnification agreements are necessary
to attract and retain qualified persons as directors and officers.

 Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.

 ITEM 11. EXECUTIVE COMPENSATION

 Introduction

 This section provides an overview of our executive
compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in
the summary compensation table below.

 For the year ended December 31, 2024, our named
executive officers ("Named Executive Officers" or "NEOs") were:

 •

 Salvatore Palella, Chief Executive Officer (resigned during December 2024); and

 •

 Gian Luca Spriano, Chief Financial Officer and Chief Executive Officer.

 The objective of our compensation program is to provide a total compensation
package to each NEO that will enable us to attract, motivate and retain outstanding individuals, align the interests of our executive
team with those of our equity holders, encourage individual and collective contributions to the successful execution of our short- and
long-term business strategies and reward NEOs for performance.

 Compensation of Directors and Executive Officers

 The following table presents information
regarding the total compensation (excluding equity based compensation reported) awarded to and earned by our named executive officer for
services rendered to us in all capacities for the years indicated.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 All other
 Compensation
 ($)

 Total
 ($)

 Gian Luca Spriano, - Chief Executive Officer and

 2024

 $
 47,483
 (1)

 —

 $
 —

 $
 47,483

 Chief Financial Officer

 2023

 $
 141,955

 $
 —

 $
 —

 $
 141,955

 Salvatore Palella – Former Chief Executive Officer (2)

 2024

 $
 40,008
 (2)

 —

 $
 —

 $
 40,008

 2023

 $
 918,019

 $
 1,125,000

 $
 354,977
 (3)

 $
 2,397,996

 (1)

 On April 1, 2024, we amended his annual salary from $175,000 to $1.

 (2)

 Mr. Pallela was our Chief Executive Officer until his resignation in December 2024.

 (3)

 This amount relates to health insurance and housing expenses provided under his employment agreement.

 Employment Arrangements with Named Executive
Officers

 The below sets out our current employment agreements with Named
Executive Officers.

 Gian Luca Spriano

 On December 15, 2023, we entered into an employment
agreement with Gian Luca Spriano with no expiration date. Pursuant to the terms and provisions of the agreement: (a) Mr. Spriano is appointed
as our Chief Financial Officer and will undertake and perform the duties and responsibilities normally and reasonably associated with
such office; (b) we shall pay to Mr. Spriano an annual salary of $175,000.

 On April 1, 2024, we amended the annual salary
from $175,000 to $1.

 On December 9, 2024, Mr. Spriano has been appointed as our
Chief Executive Officer (maintaining his Chief Financial Officer position) and Chairman of the Board of Directors.

 Outstanding Equity Awards at 2024 Fiscal
Year-End for Executive Officers

 As of December 31, 2024 there was a minimis
number of options (under 10) held by our executive officer, each of which were in over 10,000% in excess of our market price at any time
in our last fiscal year.

 Director Compensation

 During 2024, the independent directors of the
Board earned cash compensation as follows: $75,000 as standard compensation plus $10,000 if they served as Chairman of a Company's
Committee, none of the compensation has been paid during the year.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 As of April 14, 2025, except as set out
below, none of:

 •

 our directors or Named Officer; or

 •

 all directors and executive officers as a group.

 beneficially owned more than 1% of our issued
and outstanding shares. Salvatore Palella is the only person known to us to beneficially own more than 1% of our issued and outstanding
shares (through his fully owned entity Palella Holdings LLC). As of April 14, 2025, he beneficially owned 47,032,403 shares of common
stock of approximately 51% of our issued and outstanding common stock. Mr. Palella was our Chief Executive Officer until his resignation
in December 2024.

 Beneficial ownership is determined according
to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses
sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable
within 60 days. In computing the number of shares of Common Stock beneficially owned by a person and the percentage ownership, the Company
deemed outstanding shares of its Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable
within 60 days of the Closing Date. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage
ownership of any other person.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 Other than employment and other agreements
set out elsewhere in this annual report, the following summarizes those of transactions since January 1, 2024 to which we have been a
participant in which the amount involved exceeded or will exceed $63,000, and in which any of our directors, executive officers or beneficial
owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which
are described in the section entitled " Executive Compensation." Described below are certain other transactions with
our directors, executive officers and stockholders.

 Assignment and Release

 On December 9, 2024,
we entered into an Assignment and Release Agreement with YA II PN, Ltd. and Palella Holdings, LLC. Pursuant to that Agreement, we consented
to the transfer of all debt that we owed YA II PN, Ltd. from YA II PN Ltd. to Palella Holdings, LLC. Palella Holdings, LLC is a related
party as its majority shareholder is Salvatore Palella who until recently was our Chief Executive Officer and one of our directors and
who remains as our controlling shareholder. The debt that was transferred pursuant to the Assignment and Release Agreement consisted of
(i) approximately $3,447,000 under a convertible promissory note in the original principal amount of $4,000,000 that was issued pursuant
to a Standby Equity Purchase Agreement, dated March 8, 2023, and (ii) approximately $5,750,000 of principal owed pursuant to a Loan and
Security Agreement, dated as of March 23, 2021 (as amended on December 8, 2023).

 As of December 31, 2024, the Company has $6,298
outstanding as principal and accumulated interests, and it was in default for non-payment under the terms of the Loan and Security Agreement.

 During the year ended December 31, 2024, the
Company fully repaid in cash the convertible promissory note. In detail, a cumulative payment of $3,619 (of which $3,447 was principal,
and $172 was payment premium) was paid to Palella Holdings LLC.

 Stock Purchase Agreement

 On December 31, 2024, we entered into a Stock
Purchase Agreement with an entity controlled by our majority shareholder Salvatore Palella. Pursuant to the Agreement, we agreed to transfer
the and sale of (i) all of the issued and outstanding shares of our subsidiaries Helbiz Europe Limited and Micromobility.com Italia S.r.l.
and (ii) all rights, title and interest in all Helbiz brands currently owned by MCOM including, but not limited to: (i) the Helbiz platforms,
(ii) all intellectual property owned by MCOM including patents and trademarks related to Helbiz and (iii) any trade secrets and related
data, as well as any internally produced material by us (including its subsidiaries) in exchange for a sales price of $100,000. Prior
to the closing of the transaction contemplated by the Agreement, we must transfer the full ownership of Helbiz DOO so that it is a wholly-
and directly-owned subsidiary of Micromobility.com Inc. and we must receive the approval of the Supreme Court of the State of New York
for the County of New York in the action captioned Bernheim Investment Fund SICAV v. micromobility.com Inc., Index No. 158212/2024 (or
another court of competent jurisdiction), or waiver by Bernheim Investment Fund SICAV and Copernicus Holding SA. As of the date hereof,
we have not received such approval, and we may never receive such approval.

 Agreement between
Helbiz Media and Everli S.p. A.

 In
the first quarter of 2024, Helbiz Media, (an Italian subsidiary of micromobility.com involved in the Stock Purchase agreement described
above), entered into a Service Supply Agreement with Everli S.p. A. (which is a related party as the Company's major shareholder
and former Chief Executive Officer has a majority equity interest in Everli S.p. A.) requiring
Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement,
Everli is to pay the Company $7,576 (including VAT). No Revenues have been recorded in the discontinued operations for this agreement
during the year ended December 31, 2024, for this Service Supply Agreement.

 Agreement between Helbiz
Doo and Everli S.p. A.

 In
the first quarter of 2024, Helbiz Doo, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with
Everli S.p. A. (which is a related party as the Company's major shareholder and former Chief Executive Officer has a majority equity
interest in Everli S.p. A.) requiring Helbiz Doo to
provide software development services. During the year ended December 31, 2024, pursuant to the Agreement and related amendment, the
Company issued invoices amounting to $1,459, the amount have been fully paid during the year. The Company recorded $1,422 as IT Services
Revenues - Related Party for the year ended December 31, 2024.

 Related-Party Promissory
Notes

 During the year ended December 31, 2024, Palella Holdings
LLC (qualified as related party because it is the Company's major shareholder, and it is fully owned by the former Company's
Chief Executive Officer), provided to the Company $3,181, on an interest free basis with maturity date January 31, 2025. During the year
ended December 31, 2024, the Company repaid $2,248 in cash and $705 by issuing 47,029,465 shares of the Company's Class A Common
Stock.

 On June 10, 2024, the Company and the Note holder
agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company's Class A Common Stock using a conversion
price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date. The conversion price
applied for the aforementioned issuance is not applicable for further conversions.

 As a result of the above repayment and conversion,
on December 31, 2024, the Company has $228 as outstanding principal.

 Lease Assignment
agreement

 In August 2024, the Company entered into a Lease Assignment
agreement with Revolving Store Inc, (which is a related party as the Company's major shareholder and former Chief Executive Officer
has a majority equity interest in Revolving Store Inc.). The Lease Assignment agreement established that Revolving Store Inc. assumes
all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023. The early exit from
the New York store lease generated a gain for the Company amounted to $85 recorded as Other income from discontinued operations,
for the derecognition of the Operating Lease liabilities amounted to $643, partially compensated by the derecognition of the Right of
use of Assets and Security deposit for cumulative $559. In detail, the Company had $86 of overdue monthly rents for the period from February
2024 to July 2024, assumed by the new tenant: Revolving Store Inc.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The following table sets forth fees billed to us by
our independent auditors for the years ended December 31, 2024 and 2023 for (i) services rendered for the audit of our annual consolidated
financial statements and the review of our quarterly consolidated financial statements, (ii) services rendered that are reasonably related
to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services
rendered in connection with tax preparation, compliance, advice and assistance.

 SERVICES

 2024

 2023

 Audit fees

 $

 $

 Audit-related fees

 —

 —

 Tax fees

 —

 —

 All other fees

 —

 —

 Total fees

 $

 $

 Audit fees and audit related fees represent amounts
billed for professional services rendered for the audit of our annual consolidated financial statements and the review of our interim
consolidated financial statements. Before our independent accountants were engaged to render these services, their engagement was approved
by our Directors.

 ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE

 The following exhibits are filed as part of this registration
statement. Exhibit numbers correspond to the exhibit requirements of Regulation S-K.

 Exhibit No.

 Description

 2.1

 Merger Agreement and Plan of Reorganization dated February 8, 2021 by and among, Helbiz, Inc., Salvatore Palella as Representative of the Shareholders of the Helbiz, Inc., GreenVision Acquisition Corp. and GreenVision Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on February 8, 2021)*

 2.2

 First Amendment dated April 8, 2021 to Merger Agreement and Plan of Reorganization (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on April 9, 2021)*

 3.1

 Amended and Restated Certificate of Incorporation of Helbiz, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 13, 2021)*

 3.2

 Certificate of Designation for Series A Preferred Stock, dated November 17, 2022 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on November 25, 2022)

 3.3

 Certificate of Designation of Preferences, Rights, and Limitations of Series B Preferred Stock filed on March 13, 2023 (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed on March 13, 2023)

 4.1

 Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.3 to Helbiz's registration statement on Form S-1 filed on October 21, 2019)*

 4.2

 Warrant Agreement between Continental Stock Transfer & Trust Company and Helbiz (incorporated by reference to Exhibit 4.5 to Helbiz's registration statement on Form S-1 filed on October 21, 2019)*

 4.3

 Convertible Promissory Note dated as of December 1, 2022 between Helbiz, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on December 1, 2022)

 4.4

 Convertible Promissory Note dated as of March 8, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed on March 13, 2023)

 4.5

 Convertible Promissory Note dated as of April 14, 2025, between the Company and YA II PN, Ltd.

 10.1

 Securities Purchase Agreement, dated April 15, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on April 15, 2022) *

 10.2

 Securities Purchase Agreement, dated August 15, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on August 15, 2022) *

 10.3

 Securities Purchase Agreement, dated August 23, 2022, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on August 23, 2022) *

 10.4

 Agreement and Plan of Merger, dated October 24, 2022, by and among Helbiz, Inc. Helbiz Merger Sub Inc., and Wheels Labs, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on October 28, 2022) *

 10.5

 Standby Equity Purchase Agreement, dated October 31, 2022, by and between Helbiz, Inc. and YA II PN, Ltd.(incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on October 31, 2022) *

 10.6

 Security Agreement, dated November 10, 2022, among YA II PN, Ltd. and the debtors named therein (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on November 14, 2022) *

 10.7

 Amended and Restated Agreement and Plan of Merger, dated November 18, 2022, by and among Helbiz, Inc. Helbiz Merger Sub Inc., and Wheels Labs, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on November 25, 2022) *

 10.8

 Amended and Restated Agreement and Plan of Merger, dated November 18, 2022, by and among Helbiz, Inc. Helbiz Merger Sub Inc., and Wheels Labs, Inc. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on November 25, 2022) *

 10.9

 Supplemental Agreement dated as of December 1, 2022 to the Standby Equity Purchase Agreement dated as of October 31, 2022 between Helbiz, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on December 1, 2022) *

 10.10

 Standby Equity Purchase Agreement, dated January 24, 2023, by and between Helbiz, Inc. and YA II PN, Ltd.(incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on January 17, 2023) *

 10.11

 Standby Equity Purchase Agreement, dated March 13, 2023, by and between Helbiz, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on March 13, 2023) *

 10.12

 Convertible
Note issued to Palella Holdings LLC on January 31, 2024 (incorporated by reference to Exhibit 10.21 to the Form 10-K filed on April 16,
2024) *

 10.13

 Service
Supply Agreement entered into with Everli S.P.A. (incorporated by reference to Exhibit 10.22 to the Form 10-K filed on April
 16, 2024) *

 10.14

 Business Cooperation Agreement entered into with Everli S.P.A. (incorporated by reference to Exhibit 10.23 to the Form 10-K filed on April 16, 2024) *

 10.15

 Service Agreement entered into with Everli S.P.A.

 10.16

 Assignment and Release Agreement, dated December 9, 2024, among the Company, YA II PN, Ltd. and Palella Holdings, LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on December 12, 2024)*

 10.17

 Stock Purchase Agreement, dated December 31, 2024, among micromobility.com Inc., Helbiz Holdings, Inc. and Palella Holdings LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on January 3, 2025) *

 21.1

 List of subsidiaries of Helbiz, Inc.

 24.1

 Powers of Attorney (the signature page to this Annual Report)

 31.1

 Certification of Principal Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)*

 32.1

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350*

 * Previously filed and incorporated
herein by reference

 ITEM 16. FORM 10-K SUMMARY

 We have elected not to provide a summary of the information provided in
this annual report on Form 10-K.

 SIGNATURES

 In accordance with Section 13
or 15(d) of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

 Date:
 April 15, 2025

 By:

 /s/ Gian Luca Spriano

 Name:

 Gian Luca Spriano

 Title:

 Chief Executive Officer and Chief Financial Officer

 SIGNATURES

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Capacity

 Date

 /s/ Gian Luca Spriano

 Chief Executive Office, Chief Financial Officer and Chairman of the Board

 April
 15, 2025

 Gian Luca Spriano

 /s/ Lee Stern

 Director

 April
 15, 2025

 Lee Stern

 /s/ Velco Farina

 Director

 April
 15, 2025

 Velco Farina

 /s/ Guy Adami

 Director

 April
 15, 2025

 Guy Adami